0001628280-21-016698.txt : 20210812 0001628280-21-016698.hdr.sgml : 20210812 20210812101331 ACCESSION NUMBER: 0001628280-21-016698 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 93 CONFORMED PERIOD OF REPORT: 20210630 FILED AS OF DATE: 20210812 DATE AS OF CHANGE: 20210812 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GrowGeneration Corp. CENTRAL INDEX KEY: 0001604868 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-BUILDING MATERIALS, HARDWARE, GARDEN SUPPLY [5200] IRS NUMBER: 465008129 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-39146 FILM NUMBER: 211165846 BUSINESS ADDRESS: STREET 1: 930 W 7TH AVE, SUITE A CITY: DENVER STATE: CO ZIP: 80204 BUSINESS PHONE: 914-924-1235 MAIL ADDRESS: STREET 1: 930 W 7TH AVE, SUITE A CITY: DENVER STATE: CO ZIP: 80204 FORMER COMPANY: FORMER CONFORMED NAME: EasyLife, Corp. DATE OF NAME CHANGE: 20140404 10-Q 1 grwg-20210630.htm 10-Q grwg-20210630
--12-31false00016048682021Q200016048682021-01-012021-06-30xbrli:shares00016048682021-08-12iso4217:USD00016048682021-06-3000016048682020-12-3100016048682021-04-012021-06-3000016048682020-04-012020-06-3000016048682020-01-012020-06-30iso4217:USDxbrli:shares0001604868us-gaap:CommonStockMember2020-12-310001604868us-gaap:AdditionalPaidInCapitalMember2020-12-310001604868us-gaap:RetainedEarningsMember2020-12-310001604868us-gaap:CommonStockMember2021-01-012021-03-310001604868us-gaap:AdditionalPaidInCapitalMember2021-01-012021-03-3100016048682021-01-012021-03-310001604868us-gaap:RetainedEarningsMember2021-01-012021-03-310001604868us-gaap:CommonStockMember2021-03-310001604868us-gaap:AdditionalPaidInCapitalMember2021-03-310001604868us-gaap:RetainedEarningsMember2021-03-3100016048682021-03-310001604868us-gaap:CommonStockMember2021-04-012021-06-300001604868us-gaap:AdditionalPaidInCapitalMember2021-04-012021-06-300001604868us-gaap:RetainedEarningsMember2021-04-012021-06-300001604868us-gaap:CommonStockMember2021-06-300001604868us-gaap:AdditionalPaidInCapitalMember2021-06-300001604868us-gaap:RetainedEarningsMember2021-06-300001604868us-gaap:CommonStockMember2019-12-310001604868us-gaap:AdditionalPaidInCapitalMember2019-12-310001604868us-gaap:RetainedEarningsMember2019-12-3100016048682019-12-310001604868us-gaap:CommonStockMember2020-01-012020-03-310001604868us-gaap:AdditionalPaidInCapitalMember2020-01-012020-03-3100016048682020-01-012020-03-310001604868us-gaap:RetainedEarningsMember2020-01-012020-03-310001604868us-gaap:CommonStockMember2020-03-310001604868us-gaap:AdditionalPaidInCapitalMember2020-03-310001604868us-gaap:RetainedEarningsMember2020-03-3100016048682020-03-310001604868us-gaap:CommonStockMember2020-04-012020-06-300001604868us-gaap:AdditionalPaidInCapitalMember2020-04-012020-06-300001604868us-gaap:RetainedEarningsMember2020-04-012020-06-300001604868us-gaap:CommonStockMember2020-06-300001604868us-gaap:AdditionalPaidInCapitalMember2020-06-300001604868us-gaap:RetainedEarningsMember2020-06-3000016048682020-06-30grwg:storegrwg:state0001604868us-gaap:FairValueInputsLevel2Member2021-06-300001604868us-gaap:FairValueInputsLevel2Member2020-12-310001604868us-gaap:FairValueInputsLevel3Member2021-06-300001604868us-gaap:FairValueInputsLevel3Member2020-12-310001604868grwg:SalesAtCompanyOwnedStoresMember2021-04-012021-06-300001604868grwg:SalesAtCompanyOwnedStoresMember2020-04-012020-06-300001604868grwg:SalesAtCompanyOwnedStoresMember2021-01-012021-06-300001604868grwg:SalesAtCompanyOwnedStoresMember2020-01-012020-06-300001604868grwg:DistributionMember2021-04-012021-06-300001604868grwg:DistributionMember2020-04-012020-06-300001604868grwg:DistributionMember2021-01-012021-06-300001604868grwg:DistributionMember2020-01-012020-06-300001604868grwg:EcommerceSalesMember2021-04-012021-06-300001604868grwg:EcommerceSalesMember2020-04-012020-06-300001604868grwg:EcommerceSalesMember2021-01-012021-06-300001604868grwg:EcommerceSalesMember2020-01-012020-06-300001604868grwg:ReceivablesMember2020-12-310001604868grwg:CustomerDepositLiabilityMember2020-12-310001604868grwg:ReceivablesMember2021-06-300001604868grwg:CustomerDepositLiabilityMember2021-06-300001604868grwg:ReceivablesMember2021-01-012021-06-300001604868grwg:CustomerDepositLiabilityMember2021-01-012021-06-300001604868grwg:ReceivablesMember2019-12-310001604868grwg:CustomerDepositLiabilityMember2019-12-310001604868grwg:ReceivablesMember2020-06-300001604868grwg:CustomerDepositLiabilityMember2020-06-300001604868grwg:ReceivablesMember2020-01-012020-06-300001604868grwg:CustomerDepositLiabilityMember2020-01-012020-06-30xbrli:pure0001604868srt:MinimumMember2021-01-012021-06-300001604868srt:MaximumMember2021-01-012021-06-300001604868us-gaap:TradeAccountsReceivableMember2021-06-300001604868us-gaap:TradeAccountsReceivableMember2020-12-310001604868us-gaap:NotesReceivableMember2021-06-300001604868us-gaap:NotesReceivableMember2020-12-310001604868us-gaap:FairValueInputsLevel2Membergrwg:AdjustedCostBasisMember2021-06-300001604868us-gaap:FairValueInputsLevel2Membergrwg:UnrealizedGainLossMember2021-06-300001604868us-gaap:FairValueInputsLevel2Membergrwg:RecordedBasisMember2021-06-300001604868grwg:AdjustedCostBasisMember2021-06-300001604868grwg:UnrealizedGainLossMember2021-06-300001604868grwg:RecordedBasisMember2021-06-300001604868us-gaap:VehiclesMember2021-06-300001604868us-gaap:VehiclesMember2020-12-310001604868us-gaap:BuildingMember2021-06-300001604868us-gaap:BuildingMember2020-12-310001604868us-gaap:LeaseholdImprovementsMember2021-06-300001604868us-gaap:LeaseholdImprovementsMember2020-12-310001604868us-gaap:FurnitureAndFixturesMember2021-06-300001604868us-gaap:FurnitureAndFixturesMember2020-12-3100016048682020-01-012020-12-310001604868us-gaap:TradeNamesMember2021-06-300001604868us-gaap:TradeNamesMember2020-12-310001604868us-gaap:PatentsMember2021-06-300001604868us-gaap:PatentsMember2020-12-310001604868us-gaap:CustomerRelationshipsMember2021-06-300001604868us-gaap:CustomerRelationshipsMember2020-12-310001604868grwg:NonCompetesMember2021-06-300001604868grwg:NonCompetesMember2020-12-310001604868us-gaap:IntellectualPropertyMember2021-06-300001604868us-gaap:IntellectualPropertyMember2020-12-310001604868grwg:CapitalizedsoftwareMember2021-06-300001604868grwg:CapitalizedsoftwareMember2020-12-310001604868grwg:WellsFargoEquipmentFinanceMember2021-06-300001604868grwg:WellsFargoEquipmentFinanceMember2021-01-012021-06-300001604868grwg:WellsFargoEquipmentFinanceMember2020-12-310001604868grwg:NotesPayableIssuedInConnectionWithSellerFinancingMember2021-06-30grwg:installment0001604868grwg:NotesPayableIssuedInConnectionWithSellerFinancingMember2021-01-012021-06-300001604868grwg:NotesPayableIssuedInConnectionWithSellerFinancingMember2020-12-310001604868srt:MinimumMember2021-06-300001604868srt:MaximumMember2021-06-300001604868us-gaap:RestrictedStockMember2021-01-012021-06-300001604868us-gaap:RestrictedStockMember2020-01-012020-06-300001604868grwg:StockOptionsMember2021-01-012021-06-300001604868grwg:StockOptionsMember2020-01-012020-06-300001604868us-gaap:WarrantMember2021-01-012021-06-300001604868us-gaap:WarrantMember2020-01-012020-06-300001604868us-gaap:StockOptionMember2021-01-012021-06-300001604868us-gaap:RestrictedStockMember2020-12-310001604868us-gaap:RestrictedStockMember2021-06-300001604868grwg:IndoorGardenLightingIncMember2021-01-252021-01-250001604868grwg:IndoorGardenLightingIncMember2021-01-250001604868grwg:GrowDepotMaineMember2021-02-012021-02-010001604868grwg:GrowDepotMaineMember2021-02-010001604868grwg:GrowWarehouseLLCMember2021-02-152021-02-150001604868grwg:GrowWarehouseLLCMember2021-02-150001604868grwg:SanDiegoHydroponicsOrganicsMember2021-02-222021-02-220001604868grwg:SanDiegoHydroponicsOrganicsMember2021-02-220001604868grwg:CharcoirCorporationMember2021-03-122021-03-120001604868grwg:CharcoirCorporationMember2021-03-120001604868grwg:HydroponicsMember2021-03-152021-03-150001604868grwg:HydroponicsMember2021-03-150001604868grwg:AquariusMember2021-03-152021-03-150001604868grwg:AquariusMember2021-03-150001604868grwg:AgronLLCMember2021-03-192021-03-190001604868grwg:AgronLLCMember2021-03-190001604868grwg:DownRiverHydroMember2021-04-192021-04-190001604868grwg:DownRiverHydroMember2021-04-190001604868grwg:HarvestMember2021-05-242021-05-240001604868grwg:HarvestMember2021-05-240001604868grwg:AgronMember2021-06-300001604868grwg:AquariusMember2021-06-300001604868grwg:HydroMember2021-06-300001604868grwg:CharcoirMember2021-06-300001604868grwg:SanDiegoHydroMember2021-06-300001604868grwg:GrowWarehouseMember2021-06-300001604868grwg:GrowDepotMaineMember2021-06-300001604868grwg:IndoorGardenMember2021-06-300001604868grwg:DownRiverHydroMember2021-06-300001604868grwg:HarvestMember2021-06-300001604868grwg:AgronMember2021-01-012021-06-300001604868grwg:AquariusMember2021-01-012021-06-300001604868grwg:HydroMember2021-01-012021-06-300001604868grwg:CharcoirMember2021-01-012021-06-300001604868grwg:SanDiegoHydroMember2021-01-012021-06-300001604868grwg:GrowWarehouseMember2021-01-012021-06-300001604868grwg:GrowDepotMaineMember2021-01-012021-06-300001604868grwg:IndoorGardenMember2021-01-012021-06-300001604868grwg:DownRiverHydroMember2021-01-012021-06-300001604868grwg:HarvestMember2021-01-012021-06-300001604868grwg:HealthHarvestLLCMember2020-02-260001604868grwg:H2OHydroponicsLLCMember2020-06-160001604868grwg:H2OHydroponicsLLCMember2020-06-300001604868grwg:HealthHarvestLLCMember2020-06-300001604868grwg:H2OHydroponicsLLCMember2020-06-262020-06-300001604868grwg:HealthHarvestLLCMember2020-02-262020-06-3000016048682020-02-262020-06-300001604868grwg:ConsolidatedMember2019-04-012019-06-3000016048682019-01-012019-06-300001604868us-gaap:ImmediateFamilyMemberOfManagementOrPrincipalOwnerMember2021-04-012021-06-300001604868us-gaap:ImmediateFamilyMemberOfManagementOrPrincipalOwnerMember2021-01-012021-06-300001604868us-gaap:SubsequentEventMembergrwg:AquaSereneMember2021-07-012021-07-010001604868grwg:MendocinoGreenhouseGardenSupplyIncMemberus-gaap:SubsequentEventMember2021-07-032021-07-030001604868grwg:HGSHydroMemberus-gaap:SubsequentEventMember2021-07-270001604868grwg:HGSHydroMemberus-gaap:SubsequentEventMember2021-07-272021-07-27

U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 10-Q
 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended: June 30, 2021
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number: 333-207889
 
GROWGENERATION CORPORATION
(Exact name of small business issuer as specified in its charter)
 
Colorado 46-5008129
(State of other jurisdiction
of incorporation)
 (IRS Employer
ID No.)
 
5619 DTC Parkway, Suite 900
Greenwood Village, Colorado 80111
(Address of principal executive offices)
 
(800) 935-8420
(Issuer’s Telephone Number)
 
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
 
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) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 every Interactive Data File required to be submitted and posted 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 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 filerAccelerated filer
Non-accelerated filerSmaller 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 ☒
 
As of August 12, 2021 there were 59,607,234 shares of the registrant’s common stock issued and outstanding. 




TABLE OF CONTENTS
 
  Page No.
   
  
   
 
 
 
 
 
   
   
 

i


PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

GROWGENERATION CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)

 June 30,
2021
December 31,
2020
 (Unaudited) 
ASSETS  
Current assets:  
Cash and cash equivalents$67,155 $177,912 
Marketable securities57,357  
Accounts receivable, net4,377 3,901 
Notes receivable, current4,535 2,612 
Inventory, net95,937 54,024 
Income taxes receivable 655 
Prepaids and other current assets26,286 11,125 
Total current assets255,647 250,229 
Property and equipment, net10,455 6,475 
Operating leases right-of-use assets, net31,661 12,088 
Notes receivables, net of current portion1,371 1,200 
Intangible assets, net44,279 21,490 
Goodwill108,740 62,951 
Other assets694 301 
TOTAL ASSETS$452,847 $354,734 
LIABILITIES & STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable$36,481 $14,623 
Accrued liabilities2,639 672 
Payroll and payroll tax liabilities4,412 2,655 
Customer deposits6,793 5,155 
Sales tax payable2,046 1,161 
Income taxes payable1,846  
Current maturities of lease liability5,464 3,001 
Current portion of long-term debt83 83 
Total current liabilities59,764 27,350 
Deferred tax liability1,697 750 
Operating lease liability, net of current maturities27,427 9,479 
Long-term debt, net of current portion106 158 
Total liabilities88,994 37,737 
Stockholders’ Equity:
Common stock60 57 
Additional paid-in capital353,575 319,582 
Retained earnings (deficit)10,218 (2,642)
Total stockholders’ equity363,853 316,997 
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY$452,847 $354,734 
 
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
1


GROWGENERATION CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
(Unaudited)
 
 For the Three Months Ended June 30,For the Six Months Ended June 30,
 2021202020212020
Sales$125,885 $43,451 $215,907 $76,433 
Cost of sales90,172 31,866 154,817 55,902 
Gross profit35,713 11,585 61,090 20,531 
Operating expenses:
Store operations12,624 3,877 20,806 7,516 
Selling, general, and administrative10,563 4,431 17,968 11,496 
Depreciation and amortization2,917 468 4,971 827 
Total operating expenses26,104 8,776 43,745 19,839 
Income from operations9,609 2,809 17,345 692 
Other income (expense):
Other expense(8)(66)(46)(61)
Interest income36  40 25 
Interest expense(4)(13)(6)(20)
Total non-operating income (expense), net24 (79)(12)(56)
Net income before taxes9,633 2,730 17,333 636 
Provision for income taxes(2,920)(156)(4,473)(156)
Net income $6,713 $2,574 $12,860 $480 
Net income per share, basic$0.11 $0.07 $0.22 $0.01 
Net income per share, diluted$0.11 $0.06 $0.22 $0.01 
Weighted average shares outstanding, basic59,061 38,617 58,588 38,224 
Weighted average shares outstanding, diluted60,223 41,016 59,794 40,241 
 
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
 
2


GROWGENERATION CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
SIX MONTHS ENDED JUNE 30, 2021 AND 2020
(in thousands)
(Unaudited) 
  
Common StockAdditional
Paid-In Capital
Retained
Earnings (Deficit)
Total
Stockholders’ Equity
 SharesAmount
Balances, December 31, 202057,151 $57 $319,582 $(2,642)$316,997 
Common stock issued upon warrant exercise40 — 111 — 111 
Common stock issued upon cashless warrant exercise535 1 (1)—  
Common stock issued upon exercise of options1 — 2 — 2 
Common stock issued upon cashless exercise of options5 — — —  
Common stock issued in connection with business combinations548 — 29,249 — 29,249 
Common stock issued for share based compensation300 — — —  
Common stock redeemed in litigation settlement(90)— — —  
Common stock redemption(96)— (3,954)— (3,954)
Share based compensation— — 1,187  1,187 
Net income— — — 6,147 6,147 
Balances, March 31, 202158,394 $58 $346,176 $3,505 $349,739 
Common stock issued upon warrant exercise216 — 224 — 224 
Common stock issued upon cashless warrant exercise119 — — —  
Common stock issued upon exercise of options460 1 1,729 — 1,730 
Common stock issued upon cashless exercise of options272 — — —  
Common stock issued in connection with business combinations101 1 3,938 — 3,939 
Share based compensation— — 1,508 — 1,508 
Net income— — — 6,713 6,713 
Balances, June 30, 202159,562 $60 $353,575 $10,218 $363,853 
 
3


Common StockAdditional
Paid-In Capital
Retained
Earnings (Deficit)
Total
Stockholders’ Equity
 SharesAmount
Balances, December 31, 201936,876 $37 $60,742 $(7,970)$52,809 
Common stock issued upon warrant exercise191 — 510 — 510 
Common stock issued upon cashless warrant exercise19 — — —  
Common stock issued upon cashless exercise of options280 — — —  
Common stock issued in connection with business combinations250 — 1,102 — 1,102 
Common stock issued for assets24 — 101 — 101 
Common stock issued for services50 — — —  
Common stock issued for share based compensation519 1 1,760 — 1,761 
Share based compensation— — 2,209 — 2,209 
Net loss— — — (2,094)(2,094)
Balances, March 31, 202038,209 $38 $66,424 $(10,064)$56,398 
Common stock issued upon warrant exercise81 — 282 — 282 
Common stock issued upon cashless warrant exercise78 — — —  
Common stock issued upon cashless exercise of options30 — — —  
Common stock issued in connection with business combinations108 — 705 — 705 
Common stock issued for assets10 — 67 — 67 
Common stock issued for services325 — 717 — 717 
Common stock issued for share based compensation5 — 25 — 25 
Share based compensation— — 1,162 — 1,162 
Net income— — — 2,574 2,574 
Balances, June 30, 202038,846 $38 $69,382 $(7,490)$61,930 
 
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

4


GROWGENERATION CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(in thousands)
(Unaudited)
 
 Six Months Ended June 30,
 20212020
Cash flows from operating activities:  
Net income $12,860 $480 
Adjustments to reconcile net income to net cash provided by operating activities:  
Depreciation and amortization4,971 827 
Stock-based compensation expense3,241 5,302 
Bad debt expense, net of recoveries313 195 
Deferred taxes947  
Changes in operating assets and liabilities:
Accounts and notes receivable(2,883)652 
Inventory(32,763)(6,154)
Prepaid expenses and other assets(14,487)(2,550)
Accounts payable and accrued liabilities23,280 6,608 
Operating leases838 157 
Payroll and payroll tax liabilities1,757 272 
Income taxes payable1,846 156 
Customer deposits1,469 (169)
Sales tax payable885 345 
Net cash provided by operating activities2,274 6,121 
Cash flows from investing activities:  
Assets acquired in business combinations(48,045)(3,032)
Purchase of marketable securities(57,357) 
Purchase of property and equipment(4,428)(1,280)
Purchase of intangibles(1,262)(709)
Net cash used in investing activities(111,092)(5,021)
Cash flows from financing activities:  
Principal payments on long term debt(52)(47)
Common stock redeemed(3,954) 
Proceeds from the sale of common stock and exercise of warrants, net of expenses2,067 792 
Net cash provided by (used in) financing activities(1,939)745 
Net change(110,757)1,845 
Cash at the beginning of period177,912 12,979 
Cash at the end of period$67,155 $14,824 
Supplemental disclosures of non-cash activities:  
Cash paid for interest$6 $20 
Common stock issued for accrued payroll$ $718 
Common stock issued for business combination$33,187 $1,808 
Assets acquired by issuance of common stock$ $168 
Right to use assets acquired under new operating leases$19,573 $1,095 
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
5


GrowGeneration Corporation and Subsidiaries
Notes To Unaudited Condensed Consolidated Financial Statements
June 30, 2021
 
1.GENERAL
 
GrowGeneration Corp (the “Company”, "we", or "our") 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, ventilation systems and accessories for hydroponic gardening. Currently, the Company owns and operates a chain of fifty-eight (58) retail hydroponic/gardening stores across 12 states, an online e-commerce platform, and proprietary businesses that market grow solutions through our platforms and other wholesale customers. The Company’s plan is to continue to acquire, open and operate hydroponic/gardening stores and related businesses throughout the United States. 

Basis of Presentation
 
The accompanying interim unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements.  In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. These statements should be read in conjunction with our Annual Report on Form 10-K for the fiscal year ended December 31, 2020.  The results of operations for our interim periods are not necessarily indicative of results for the full fiscal year.
 
All amounts included in the accompanying footnotes to the consolidated financial statements, except per share data, is in thousands (000).
 
Risk and Uncertainties
 
The COVID-19 pandemic has created significant public health concerns as well as economic disruption, uncertainty, and volatility which may negatively affect our business operations. As a result, if the pandemic persists or worsens, our accounting estimates and assumptions could be impacted in subsequent interim reports and upon final determination at year-end, and it is reasonably possible such changes could be significant (although the potential effects cannot be estimated at this time). The Company has experienced minimal business interruption as a result of the COVID-19 pandemic. We have been deemed an “essential” business by state and local authorities in the areas in which we operate and as such have not been subject to business closures. The COVID-19 pandemic to date has resulted in temporary supply chain delays of our inventory. As events surrounding the COVID-19 pandemic can change rapidly we cannot predict how it may disrupt our operations or the full extent of the disruption.

New Accounting Policies Adopted During the Six Months Ended June 30, 2021
 
Securities
 
The Company classifies its commercial paper and debt securities as marketable securities. Marketable securities with available fair market values are stated at fair market values. Unrealized gains and unrealized losses on these marketable securities are reported, net of applicable income taxes, in other comprehensive income. Realized gains or losses on sale of marketable securities are computed using primarily the moving average cost and reported in net income. For the six months ended June 30, 2021, there were no significant unrealized gains or losses recorded.
 


6

GrowGeneration Corporation and Subsidiaries
Notes To Unaudited Condensed Consolidated Financial Statements
June 30, 2021
2.FAIR VALUE MEASUREMENTS
 
Fair Value Measurements
 
Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable:
 
Level 1—Quoted prices in active markets for identical assets or liabilities.
Level 2—Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data.
Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques.
 
To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.
 
The carrying amounts of cash and cash equivalents, accounts receivable, available for sales securities, accounts payable and all other current liabilities approximate fair values due to their short-term nature. The fair value of notes receivable approximates the outstanding balance and are reviewed for impairment at least annually. The fair value of impaired notes receivable is determined based on estimated future payments discounted back to present value using the notes effective interest rate.
 
 LevelJune 30,
2021
December 31,
2020
Cash equivalents2$67,155 $177,912 
Marketable securities2$57,357 $ 
Notes receivable2$5,906 $2,937 
Notes receivable impaired3$ $875 
Accounts receivable2$4,377 $3,901 

7

GrowGeneration Corporation and Subsidiaries
Notes To Unaudited Condensed Consolidated Financial Statements
June 30, 2021
3.RECENT ACCOUNTING PRONOUNCEMENTS
 
New Accounting Pronouncements
 
From time to time, the Financial Accounting Standards Board (“FASB”) or other standard setting bodies issue new accounting pronouncements. Updates to the FASB Accounting Standards Codification ("ASC") are communicated through issuance of an Accounting Standards Update (“ASU”). We have implemented all new accounting pronouncements that are in effect and that may impact our financial statements. We have evaluated recently issued accounting pronouncements and determined that there is no material impact on our financial position or results of operations. 
 
As an emerging growth company, the Company is permitted to delay the adoption of new or revised accounting standards until such time as those standards apply to private companies. The Company has chosen to take advantage of the extended transition period for complying with new or revised accounting standards.
 
Refer to Note 3 to the Consolidated Financial Statements reported in Form 10-K for the year ended December 31, 2020 for recently issued accounting pronouncements that are pending adoption. 
 
Recently Adopted Accounting Pronouncements
 
In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement. The new guidance modifies the disclosure requirements on fair value measurements in Topic 820. The amendments in ASU 2018-13 are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The adoption of this new guidance, effective January 1, 2020, did not have a material impact on our Financial Statements.
 
In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes, to simplify the accounting for income taxes by removing certain exceptions to the general principles and also simplification of areas such as franchise taxes, step-up in tax basis goodwill, separate entity financial statements and interim recognition of enactment of tax laws or rate changes. The standard was effective for annual reporting periods beginning after December 15, 2020, including interim reporting periods within those periods. There was no material impact on our consolidated financial statements and related disclosures as a result of adopting this standard.
 
4.REVENUE RECOGNITION
 
The following table disaggregates revenue by source:
 Three Months Ended
June 30, 2021
Three Months Ended
June 30, 2020
Six Months Ended June 30, 2021Six Months Ended June 30, 2020
Sales at company owned stores$108,911 $40,128 $190,138 $71,912 
Distribution4,988  7,823  
E-commerce sales11,986 3,323 17,946 4,521 
Total Revenues$125,885 $43,451 $215,907 $76,433 
 
8

GrowGeneration Corporation and Subsidiaries
Notes To Unaudited Condensed Consolidated Financial Statements
June 30, 2021
4.REVENUE RECOGNITION, continued

The opening and closing balances of the Company’s customer trade receivables and customer deposit liability are as follows:
 
 ReceivablesCustomer Deposit Liability
Opening balance, January 1, 2021$7,713 $5,155 
Closing balance, June 30, 2021
10,283 6,793 
Increase (decrease)$2,570 $1,638 
Opening balance, January 1, 2020$4,455 $2,504 
Closing balance, June 30, 2020
3,609 2,335 
Increase (decrease)$(846)$(169)
 
Of the total amount of customer deposit liability as of January 1, 2021, $2,873 was reported as revenue during the six months ended June 30, 2021. Of the total amount of customer deposit liability as of January 1, 2020, $1,599 was reported as revenue during the six months ended June 30, 2020.
 
The Company also has customer trade receivables under longer term financing arrangements at interest rates ranging from 9% to 12% with repayment terms ranging for 12 to 18 months. Long term trade receivables as of June 30, 2021 and December 31, 2020 are as follows:
 
 June 30,
2021
December 31,
2020
Note receivable$6,172 $4,104 
Allowance for losses(266)(292)
Notes receivable, net$5,906 3,812 
 
The following table summarizes changes in notes receivable balances that have been deemed impaired.
 
 June 30,
2021
December 31,
2020
Note receivable$266 $1,166 
Allowance for losses(266)(292)
Notes receivable, net$ 874 

9

GrowGeneration Corporation and Subsidiaries
Notes To Unaudited Condensed Consolidated Financial Statements
June 30, 2021
5.INVESTMENTS
 
Marketable securities have maturities of less than one year as of June 30, 2021. There were no significant realized or unrealized gains or losses for the six months ended June 30, 2021.

The components of investments, available for sales securities, as of June 30, 2021 were as follows:
 
 Fair Value LevelAdjusted Cost BasisUnrealized Gain (Loss)Recorded
Basis
Commercial paperLevel 2$9,994 $ $9,994 
Corporate notes and bondsLevel 247,363  47,363 
Marketable securities $57,357 $ $57,357 
 
6.NOTES RECEIVABLE
 
Notes receivable include customer trade receivables under long term financing arrangements and other note receivables not associated with customer transactions.
 
 June 30,
2021
December 31,
2020
Trade receivables under longer term financing arrangements$5,906 $3,812 
Note receivable, non-customer related  
Subtotal5,906 3,812 
Less, current portion(4,535)(2,612)
Notes receivable, noncurrent$1,371 1,200 
 
7.PROPERTY AND EQUIPMENT
 
 June 30,
2021
December 31,
2020
Vehicles$2,256 $1,342 
Building1,107 477 
Leasehold improvements3,381 1,988 
Furniture, fixtures and equipment8,223 5,739 
Total property and equipment, gross14,967 9,546 
Accumulated depreciation and amortization(4,512)(3,071)
Property and equipment, net$10,455 $6,475 
 
Depreciation expense for the three and six months ended June 30, 2021 was $782 thousand and $1.4 million, respectively. Depreciation expense for the three and six months ended June 30, 2020 was $374 thousand and $705 thousand, respectively.

10

GrowGeneration Corporation and Subsidiaries
Notes To Unaudited Condensed Consolidated Financial Statements
June 30, 2021
8.GOODWILL AND INTANGIBLE ASSETS
 
The changes in goodwill are as follows:
 
 June 30, 2021December 31,
2020
Balance, beginning of period$62,951 $17,799 
Goodwill additions and measurement period adjustments45,789 45,152 
Balance, end of period$108,740 $62,951 
 
Intangible assets consist of the following:
 
 June 30, 2021December 31, 2020
 Gross
Carrying
Amount
Accumulated
Amortization
Gross
Carrying
Amount
Accumulated
Amortization
Tradenames$24,184 $(2,298)$13,923 $(398)
Patents, trademarks100 (35)100 (9)
Customer relationships18,372 (1,260)6,297 (138)
Non-competes1,115 (118)796 (22)
Intellectual property2,065 (138)  
Capitalized software2,762 (470)1,163 (222)
 $48,598 $(4,319)$22,279 $(789)
 
Amortization expense for the six months ended June 30, 2021 and 2020 was $2,135 and $3,530, respectively.
 
Future amortization expense is as follows: 
2021, remainder$4,714 
20229,525 
20239,164 
20248,817 
20258,283 
Thereafter3,776 
Total$44,279 
 
11

GrowGeneration Corporation and Subsidiaries
Notes To Unaudited Condensed Consolidated Financial Statements
June 30, 2021
9.LONG-TERM DEBT
 
June 30,
2021
December 31,
2020
Long term debt is as follows:  
Wells Fargo Equipment Finance, interest at 3.5% per annum, payable in monthly installments of $518.96 beginning April 2016 through March 2021, secured by warehouse equipment with a book value of $25
$ $1 
Notes payable issued in connection with seller financing of assets acquired, interest at 8.125%, payable in 60 installments of $8,440.00, Due August 2023
189 240 
 $189 $241 
Less Current Maturities(83)(83)
Total Long-Term Debt$106 $158 
 
Interest expense for the three months ended June 30, 2021 and 2020 was $4 thousand and $13 thousand, respectively. 
  
Interest expense for the six months ended June 30, 2021 and 2020 was $6 thousand and $20 thousand, respectively. 

10.LEASES
 
We determine if a contract contains a lease at inception. Our material operating leases consist of retail and warehouse locations as well as office space. Our leases generally have remaining terms of 1-5 years, most of which include options to extend the leases for additional 3 to 5-year periods. Generally, the lease term is the minimum of the noncancelable period of the lease or the lease term inclusive of reasonably certain renewal periods.
 
 June 30,
2021
December 31,
2020
Right to use assets, operating lease assets$31,661 $12,088 
Current lease liability$5,464 $3,001 
Non-current lease liability27,427 9,479 
 $32,891 $12,480 
 
 June 30,
2021
June 30,
2020
Weighted average remaining lease term7.17 years3.44 years
Weighted average discount rate6.0 %7.6 %
 
 Six Months Ended
June 30,
 20212020
Operating lease costs$3,548 $1,714 
Short-term lease costs1,109 31 
Total operating lease costs$4,657 $1,745 
 
12

GrowGeneration Corporation and Subsidiaries
Notes To Unaudited Condensed Consolidated Financial Statements
June 30, 2021
10.LEASES, continued

The following table presents the maturity of the Company’s operating lease liabilities as of June 30, 2021: 

2021 (remainder of the year)$3,769 
20226,720 
20236,021 
20244,884 
20254,246 
Thereafter15,170 
Total lease payments40,810 
Less: Imputed interest(7,919)
Lease Liability at June 30, 2021
$32,891 
 
11.SHARE BASED PAYMENTS
 
The Company maintains long-term incentive plans for employee, non-employee members of our Board of Directors and consultants. The plans allows us to grant equity-based compensation awards, including stock options, stock appreciation rights, performance share units, restricted stock units, restricted stock awards, or a combination of awards (collectively, share-based awards).
 
The Company accounts for share-based payments through the measurement and recognition of compensation expense for share-based payment awards made to employees and directors of the Company, including stock options and restricted shares. The Company also issues share based payments in the form of common stock warrants to non-employees.
 
The following table presents share-based payment expense for the six months ended June 30, 2021 and 2020.
 
 Six months ended June 30,
 20212020
Restricted stock$1,935 $3,316 
Stock options559 1,986 
Warrants747  
Total$3,241 $5,302 
  
As of June 30, 2021, the Company had approximately $10.4 million of unamortized share-based compensation for option awards and restricted stock awards, which is expected to be recognized over a weighted average period of approximately 3.3 years. As of June 30, 2021, the Company also had approximately $3.3 million of unamortized share-based compensation for common stock warrants issued to consultants, which is expected to be recognized over a weighted average period of 2.5 years.
 
Restricted Stock
 
The Company issues shares of restricted stock to eligible employees, which are subject to forfeiture until the end of an applicable vesting period. The awards generally vest on the second or third anniversary of the date of grant, subject to the employee’s continuing employment as of that date.
 
13

GrowGeneration Corporation and Subsidiaries
Notes To Unaudited Condensed Consolidated Financial Statements
June 30, 2021
11.SHARE BASED PAYMENTS AND STOCK OPTIONS, continued

Restricted stock activity for the six months ended June 30, 2021 is presented in the following table:
 
 SharesWeighted Average Grant Date Fair Value
Nonvested, December 31, 2020
630 $4.15 
Granted201 $45.56 
Vested(291)$4.39 
Forfeited(9)$18.54 
Nonvested, June 30, 2021
531 $20.40 
 
The table below summarizes all option activity under all plans during the six months ended June 30, 2021:
 
OptionsSharesWeight -
Average
Exercise
Price
Weighted -
Average
Remaining
Contractual
Term
Weighted -
Average
Grant Date
Fair Value
Outstanding at December 31, 2020
1,803 $3.92 3.47$2.38 
Granted —  
Exercised(753)3.05 1.65 
Forfeited or expired(50)4.16 — 2.28 
Outstanding at June 30, 2021
1,000 $4.56 3.31$2.46 
Options vested at June 30, 2021
774 $4.29 2.80$3.31 
   
A summary of the status of the Company’s outstanding stock purchase warrants for the six months ended June 30, 2021 is as follows:
 
 WarrantsWeighted Average
Exercise Price
Outstanding at December 31, 2020
1,393 $7.49 
Issued 
Exercised(968)$2.84 
Forfeited 
Outstanding at June 30, 2021
425 $17.25 
 
14

GrowGeneration Corporation and Subsidiaries
Notes To Unaudited Condensed Consolidated Financial Statements
June 30, 2021
12.EARNINGS PER SHARE
   
The following table sets forth the composition of the weighted average shares (denominator) used in the basic and dilutive earnings per share computation for the three and six months ended June 30, 2021 and 2020.
 
 Three Months Ended
 June 30,
2021
June 30,
2020
Net income $6,713 $2,574 
Weighted average shares outstanding, basic59,061 38,617 
Effect of dilution1,162 2,399 
Adjusted weighted average shares outstanding, dilutive60,223 41,016 
Basic earnings per shares$0.11 $0.07 
Dilutive earnings per share$0.11 $0.06 
 Six Months Ended
 June 30,
2021
June 30,
2020
Net income $12,860 $480 
Weighted average shares outstanding, basic58,588 38,224 
Effect of dilution1,206 2,017 
Adjusted weighted average shares outstanding, dilutive59,794 40,241 
Basic earnings per shares$0.22 $0.01 
Dilutive earnings per share$0.22 $0.01 

13.ACQUISITIONS
 
Our acquisition strategy is to acquire (i) well established profitable hydroponic garden centers in markets where the Company does not have a market presence or in markets where it is increasing its market presence; and (ii) proprietary brands and private label brands. The Company accounts for acquisitions in accordance with ASC 805 “Business Combinations.” Assets acquired and liabilities assumed are recorded in the accompanying consolidated balance sheets at their estimated fair values, as of the acquisition date. For all acquisitions, the preliminary allocation of the purchase price was based upon a preliminary valuation, and the Company’s estimates and assumptions are subject to change within the measurement period as valuations are finalized. The Company has made adjustments to the preliminary valuations of the acquisition based on valuation analysis prepared by independent third-party valuation consultants. All acquisition costs are expensed as incurred and recorded in general and administrative expenses in the consolidated statements of operations.
 
Acquisitions during the six months ended June 30, 2021.
 
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 $1.7 million, including $1.2 million in cash and common stock valued at approximately $0.5 million. Acquired goodwill of approximately $0.8 million represents the value expected to rise from organic growth and an opportunity to expand into a well-established market for the Company.
 
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 $0.4 million. Acquired goodwill of approximately $1.3 million represents the value expected to rise from organic growth and an opportunity to expand into a well-established market for the Company.
 




15

GrowGeneration Corporation and Subsidiaries
Notes To Unaudited Condensed Consolidated Financial Statements
June 30, 2021
13.ACQUISITIONS, continued

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) and Oklahoma (1). 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. Acquired goodwill of approximately $11.1 million represents the value expected to rise from organic growth and an opportunity to expand into a well-established market for the Company.
 
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. Acquired goodwill of approximately $5.7 million represents the value expected to rise from organic growth and an opportunity to expand into a well-established market for the Company.
 
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 $16.4 million, including $9.9 million in cash and common stock valued at approximately $6.5 million. Acquired goodwill of approximately $6.1 million represents the value expected to rise from organic growth and an opportunity to expand into a well-established distribution market for the Company of a proprietary brand.
 
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 $6.5 million, including $5.4 million in cash and common stock valued at approximately $1.1 million. Acquired goodwill of approximately $3.9 million represents the value expected to rise from organic growth and an opportunity to expand into a well-established market for the Company.
 
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. Acquired goodwill of approximately $1.7 million represents the value expected to rise from organic growth and an opportunity to expand into a well-established market for the Company.
 
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. Acquired goodwill of approximately $8.7 million represents the value expected to rise from organic growth and an opportunity to expand into a well-established e-commerce market for the Company targeting the commercial customer.

On April 19, 2021, the Company purchased the assets of Grow Depot LLC ("Down River Hydro"), a hydroponic and indoor gardening supply store in Brownstown, MI. The total consideration for the purchase of Down River Hydro was approximately $4.4 million, including approximately $3.2 million in cash and common stock valued at approximately $1.2 million. Acquired goodwill of approximately $2.1 million represents the value expected to rise from organic growth and an opportunity to expand into a well established market for the Company.

On May 24, 2021, the Company purchased the assets of The Harvest company ("Harvest"), a northern California-based hydroponic supply center and cultivation design innovator with stores in Redding and Trinity County. The total consideration for the purchase if Harvest was approximately $8.3 million, including approximately $5.6 million in cash and common stock valued at approximately $2.8 million. Acquired goodwill of approximately $4.6 million represents the value expected to rise from organic growth and an opportunity to expand into a well established market for the Company.
 
16

GrowGeneration Corporation and Subsidiaries
Notes To Unaudited Condensed Consolidated Financial Statements
June 30, 2021
13.ACQUISITIONS, continued

The table below represents the allocation of the purchase price to the acquired net assets during the six months ended June 30, 2021.
 

 AgronAquarius55 HydroCharcoirSan Diego Hydro
Inventory$ $957 $780 $839 $1,400 
Prepaids and other current assets29 12 29 534 36 
Furniture and equipment46 63 50  315 
Liabilities     
Operating lease right to use asset87  853  970 
Operating lease liability(87) (853) (970)
Customer relationships832 339 809 5,712 605 
Trade name1,530 485 870 1,099 1,192 
Non-compete139  26  6 
Intellectual property   2,065  
Goodwill8,673 1,702 3,915 6,119 5,728 
Total$11,249 $3,558 $6,479 $16,368 $9,282 
 
 Grow WarehouseGrow Depot MaineIndoor GardenDown River HydroHarvestTotal
Inventory$2,448 $326 $372 $824 $1,204 $9,150 
Prepaids and other current assets30 3  3 7 683 
Furniture and equipment250 25 94 50100 993 
Liabilities(169)    (169)
Operating lease right to use asset94 91 129   2,224 
Operating lease liability(94)(91)(129)  (2,224)
Customer relationships1,256 549 210 634 1,016 11,962 
Trade name2,748 344 353 698 1,392 10,711 
Non-compete94 36 2 16  319 
Intellectual property     2,065 
Goodwill11,122 866 661 2,126 4,606 45,518 
Total17,779 2,149 1,692 $4,351 $8,325 $81,232 
 

The table below represents the consideration paid for the net assets acquired in business combinations.
 
 AgronAquarius55 HydroCharcoirSan Diego Hydro
Cash$5,973 $2,331 $5,347 $9,902 $4,751 
Common stock5,276 1,227 1,132 6,466 4,531 
Total$11,249 $3,558 $6,479 $16,368 $9,282 
  

 Grow WarehouseGrow
Depot Maine
Indoor GardenDown River HydroHarvestTotal
Cash$8,100 $1,738 $1,165 $3,177 $5,561 $48,045 
Common stock9,679 411 527 1,174 2,764 33,187 
Total$17,779 $2,149 $1,692 $4,351 $8,325 $81,232 
  
17

GrowGeneration Corporation and Subsidiaries
Notes To Unaudited Condensed Consolidated Financial Statements
June 30, 2021
The following table discloses the date of the acquisitions noted above and the revenue and earnings included in the consolidated income statement for the period ended June 30, 2021.
 
 AgronAquarius55 HydroCharcoirSan Diego Hydro
Acquisition date
3/19/20213/15/20213/15/20213/12/20212/22/2021
Revenue$6,105 $2,684 $2,222 $1,880 $3,446 
Net Income$324 $365 $314 $518 $547 
 
 
 Grow WarehouseGrow Depot MaineIndoor GardenDown River HydroHarvestTotal
Acquisition date
2/15/20212/1/20211/25/20214/19/20215/24/21
Revenue$6,753 $2,779 $2,308 $1,200 $1,489 $5,986 
Net Income$1,297 $555 $433 $176 $268 $905 
 

18

GrowGeneration Corporation and Subsidiaries
Notes To Unaudited Condensed Consolidated Financial Statements
June 30, 2021
13.ACQUISITIONS, continued

The following represents the pro forma consolidated income statement as if the acquisitions had been included in the consolidated results of the Company for the entire period for the quarter ended June 30, 2021 and 2020.
 
Three Months EndedSix Months Ended
 June 30, 2021
(Unaudited)
June 30, 2021
(Unaudited)
Revenue$130,504 $229,599 
Net income$12,446 $19,849 


Three Months EndedSix Months Ended
 June 30, 2020
(Unaudited)
June 30, 2020
(Unaudited)
Revenue$40,501 $90,126 
Net income$1,849 $2,352 
 
Acquisitions during the six months ended June 30, 2020.
 
On February 26, 2020 we acquired certain assets of Health & Harvest LLC in a transaction valued at approximately $2.85 million. Acquired goodwill of approximately $1.1 million represented 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 we acquired certain assets of H2O Hydroponics, LLC in a transaction valued at approximately $2.0 million. Acquired goodwill of approximately $1.0 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.
 
The table below represents the allocation of the purchase price to the acquired net assets during the six months ended June 30, 2020.
 
 H2O Hydroponics LLCHealth & Harvest LLCTotal
Inventory$498 $1,054 $1,552 
Prepaids and other current assets4  4 
Furniture and equipment50 51 101 
Right to use asset902 192 1,094 
Lease liability(902)(192)(1,094)
Customer relationships150 255 405 
Trade name234 357 591 
Non-compete43 6 49 
Goodwill1,008 1,130 2,138 
Total$1,987 $2,853 $4,840 
 
The table below represents the consideration paid for the net assets acquired in business combinations.
 
19

GrowGeneration Corporation and Subsidiaries
Notes To Unaudited Condensed Consolidated Financial Statements
June 30, 2021
 H2O Hydroponics LLCHealth & Harvest LLCTotal
Cash$1,282 $1,750 $3,032 
Common stock705 1,103 1,808 
Total$1,987 $2,853 $4,840 
 
The following table discloses the date of the acquisitions noted above and the revenue and earnings included in the consolidated income statement from the date of acquisition to the period ended June 30, 2020.
 
 H2O Hydroponics LLCHealth & Harvest LLCTotal
Acquisition date6/26/202/26/2020
Revenue$227 $2,300 $2,527 
Earnings$28 $462 $490 


The following represents the pro forma consolidated income statement as if the acquisitions had been included in the consolidated results of the Company for the entire period for the six months ended June 30, 2020 and 2019.
 
Pro forma consolidated income statement:
 
Three Months EndedSix Months Ended
 June 30, 2019June 30, 2019
Revenue$21,759 $37,122 
Earnings$1,149 $1,465 

14.RELATED PARTIES

The Company has engaged with a firm that employs an immediate family member of an officer of the Company as partner. The firm provides certain legal services. Amounts paid for to that firm in total was approximately $0.2 million and $0.4 million for the three and six months ended June 30, 2021, respectively. As of June 30, 2021, there was no outstanding balance due.


15.SUBSEQUENT EVENTS
 
The Company has evaluated events and transaction occurring subsequent to June 30, 2021 up to the date of this filing of these consolidated financial statements. These statements contain all necessary adjustments and disclosures resulting from that evaluation. 
 
For all acquisitions subsequent to the end of the quarter, the Company’s initial accounting for the business combination has not been completed because the valuations have not yet been received from the Company’s independent valuation firm.
 
On July 1, 2021, the Company purchased the assets of Aqua Serene, an indoor/outdoor garden center with stores in Eugene and Ashland, Oregon. The total consideration for the purchase was $10.0 million, including approximately $7.7 million in cash and 46,554 shares of common stock valued at approximately $2.3 million.

On July 3, 2021, the Company purchased the assets of Mendocino Greenhouse & Garden Supply, Inc, a Northern California-based hydroponic garden center located in Mendocino, California. The total consideration for the purchase was approximately $4.0 million.

20

GrowGeneration Corporation and Subsidiaries
Notes To Unaudited Condensed Consolidated Financial Statements
June 30, 2021
On July 27, 2021, the Company entered into a series of asset purchase agreements (the “Purchase Agreements”) through its wholly-owned subsidiary, GrowGeneration Michigan Corp., to purchase the assets from subsidiaries of HGS Hydro (“HGS Hydro”) with six stores across the State of Michigan and a seventh store to open in the fall of 2021. This acquisition is expected to close before the end of 2021 fiscal year-end. As consideration for the assets, the Company agreed to pay HGS Hydro an aggregate purchase price of approximately $72.2 million which includes $55.2 million in cash and approximately $17.0 million in shares of the Company's restricted common stock.
21


ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
The following discussion should be read in conjunction with our consolidated financial statements and related notes that appear elsewhere in this report as well as our Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on March 29, 2021. In connection with, and because we desire to take advantage of, the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, we caution readers regarding certain forward looking statements in the following discussion and elsewhere in this report and in any other statement made by, or on our behalf, whether or not in future filings with the SEC. Forward looking statements are statements not based on historical information and which relate to future operations, strategies, financial results or other developments. Forward looking statements, particularly those identified with the words, “anticipates,” “believes,” “expects,” “plans,” “intends,” “objectives,” and similar expressions, are necessarily based upon estimates and assumptions that are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control and many of which, with respect to future business decisions, are subject to change. These uncertainties and contingencies can affect actual results and could cause actual results to differ materially from those expressed in any forward-looking statements made by, or on our behalf. We disclaim any obligation to update forward looking statements, except as required by law.
 
OVERVIEW
 
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. GrowGeneration also owns and operates e-commerce platforms, www.growgeneration.com and www.agron.io, Canopy Crop Management Corp, CharCoir Inc, and several proprietary private-label brands across multiple product categories from LED lighting to nutrients and additives and environmental control systems for indoor cultivation.
 
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. 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.
 
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 671 employees, a majority of them we have branded as “Grow Pros.” Currently, our operations span over 875,000 square feet of retail and warehouse space.
 
We operate our business through the following business units:
 
Retail: 58 operating hydroponic/gardening centers focused on serving growers and cultivators.

Commercial: Sales to commercial customers, including large multi-state operators and cultivators.

E-Commerce/Omni-channel: Our e-commerce operation, includes GrowGeneration.com and Agron.io, a business-to-business (B2B) online portal for commercial growers. GrowGeneration.com is currently adding “Buy online/Pick up in store” same day pick up service.

Proprietary Brands and Private Label: GrowGeneration sells a variety of products, including nutrients, growing media, advanced indoor and greenhouse lighting, ventilation systems, vertical benching, environmental control systems and accessories for hydroponic gardening.
 
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 offer a one-stop shopping experience to all types of growers by providing “selection, service, and solutions”;
22



We provide end-to-end solutions for our commercial customers from capex built-out to consumables to nourish their plants;

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;

We consider ourselves to be a leader of the products we offer, from launching new technologies to the development of our private label products;

We have a professional team for mergers and acquisitions to acquire and open new locations and successfully add them to our company portfolio; and

We offer a program of issuing credit to licensed commercial customers based on a credit evaluation process.

Growth Strategy - 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. The Company acquired 17 new locations in the first half of 2021, three additional locations in July 2021 and has an active target pipeline of acquisitions which are planned to close in 2021.

RESULTS OF OPERATIONS
 
Comparison of the three months ended June 30, 2021 and 2020.
 
Net revenue for the three months ended June 30, 2021 was approximately $125.9 million, compared to $43.5 million for the three months ended June 30, 2020 an increase of approximately $82.4 million or 190%. This increase included approximately $45.4 million of additional revenue related to 2020 and 2021 acquisitions and $23.3 million of revenue from same store sales.

Cost of Goods Sold
 
Cost of goods sold for the three months ended June 30, 2021 was approximately $90.2 million, compared to approximately $31.9 million for the three months ended June 30, 2020, an increase of approximately $58.3 million or 183%. The increase in cost of goods sold was primarily due to the 190% increase in sales comparing the three months ended June 30, 2021 to the three months ended June 30, 2020.
 
Gross profit was approximately $35.7 million for the three months ended June 30, 2021, compared to approximately $11.6 million for the three months ended June 30, 2020, an increase of approximately $24.1 million or 208%. The increase in gross profit is primarily related to the 190% increase in revenues comparing the quarter ended June 30, 2021 to the quarter ended June 30, 2020. Gross profit as a percentage of revenues was 28.4% for the three months ended June 30, 2021, compared to 26.7% for the three months ended June 30, 2020. The increase in the gross profit margin percentage is primarily due to higher increases in revenues from both private label products and distributed products which were 7.1% of revenues for the quarter ended June 30, 2021 and less than 1% of revenues for the quarter ended June 30, 2020.

Operating Expenses
 
Operating expenses are comprised of store operations, selling, general, and administrative and depreciation and amortization. Operating costs were approximately $26.1 million for the three months ended June 30, 2021 and approximately $8.8 million for the three months ended June 30, 2020, an increase of approximately $17.3 million or 197%.
 
Store operating costs were approximately $12.6 million for the three months ended June 30, 2021, compared to $3.9 million for the quarter ended June 30, 2020, an increase of $8.7 million or 226%. The increase in store operating costs was directly attributable to the 190% increase in revenues, the addition of twenty-nine (29) locations that were added after June 30, 2020, and one (1) locations added during the quarter ended June 30, 2020 that were open for the entire quarter ended June 30, 2021.
23


 
Total corporate overhead was approximately $13.5 million for the three months ended June 30, 2021, compared to $4.9 million for the quarter ended June 30, 2020, an increase of $8.6 million or 175%. Selling, general, and administrative costs were approximately $10.6 million for the three months ended June 30, 2021, compared to approximately $4.4 million for the three months ended June 30, 2020. Salaries expense increase to $5.6 million from $2.0 million primarily due to an increase in corporate staff and general and administrative expenses increased to $3.0 million from $1.3 million to support expanding operations.  Share-based compensation increased to $1.9 million from $1.2 million primarily due to expanding corporate staff to support the increased operations.

Net Income
 
Net income for the three months ended June 30, 2021 was approximately $6.7 million, compared to net income of approximately $2.6 million for the three months ended June 30, 2020, a increase of approximately $4.1 million.

Comparison of the six months ended June 30, 2021 and 2020.
 
Net revenue for the six months ended June 30, 2021 was approximately $215.9 million, compared to $76.4 million for the six months ended June 30, 2020 an increase of approximately $139.5 million or 182%. This increase included $73.4 million of additional revenue from 2020 and 2021 acquisitions and $37.8 million of additional revenue from same store sales performance. 

Cost of Goods Sold

Cost of goods sold for the six months ended June 30, 2021 was approximately $154.8 million, compared to approximately $55.9 million for the six months ended June 30, 2020, an increase of approximately $98.9 million or 177%. The increase in cost of goods sold was primarily due to the 182% increase in sales comparing the six months ended June 30, 2021 to the six months ended June 30, 2020.

Gross profit was approximately $61.1 million for the six months ended June 30, 2021, compared to approximately $20.5 million for the six months ended June 30, 2020, an increase of approximately $40.6 million or 198%. The increase in gross profit is primarily related to the 182% increase in revenues comparing the six months ended June 30, 2021 to the six months ended June 30, 2020. Gross profit as a percentage of revenues was 28.3% for the six months ended June 30, 2021, compared to 26.9% for the six months ended June 30, 2020. The increase in the gross profit margin percentage is primarily due to higher increases in revenues from both private label products and distributed products which were 6.8% of revenues for the quarter ended June 30, 2021 and less than 1% of revenues for the quarter ended June 30, 2020.

Operating Expenses

Operating expenses are comprised of store operations, selling, general, and administrative and depreciation and amortization. Operating costs were approximately $43.7 million for the six months ended June 30, 2021 and approximately $19.8 million for the six months ended June 30, 2020, an increase of approximately $23.9 million or 121%.
 
Store operating costs were approximately $20.8 million for the six months ended June 30, 2021, compared to $7.5 million for the six months ended June 30, 2020, an increase of $13.3 million or 177%. The increase in store operating costs was directly attributable to the 182% increase in revenues, the addition of twenty-nine (29) locations that were added after June 30, 2020, and two (2) locations added during the six months ended June 30, 2020 that were open for the entire quarter ended June 30, 2021.
 
Total corporate overhead was approximately $22.9 million for the six months ended June 30, 2021, compared to $12.3 million for the quarter ended June 30, 2020, an increase of $10.6 million or 86%. Selling, general, and administrative costs were approximately $18.0 million for the six months ended June 30, 2021, compared to approximately $11.5 million for the six months ended June 30, 2020. Salaries expense increased to $9.6 million from $3.8 million primarily due to an increase in corporate staff and general and administrative expenses increased to $5.1 million from $2.4 million to support expanding operations.  These increases were partially offset by a decrease in share-based compensation to $3.2 million from $5.3 million primarily due to new executive compensation agreements effective January 1, 2020 that had front loaded vesting provisions for shares and options that vested January 1, 2020 for which the remaining vesting was over a two-year period.

24


Net Income

Net income for the six months ended June 30, 2021 was approximately $12.9 million, compared to a net income of approximately $0.5 million for the six months ended June 30, 2020, a increase of approximately $12.4 million.

Operating Activities
 
Net cash provided by operating activities for six months ended June 30, 2021 was approximately $2.3 million compared to $6.1 million for the six months ended June 30, 2020.
 
Net cash used in investing activities was approximately $111.1 million for the six months ended June 30, 2021 and approximately $5.0 million for the six months ended June 30, 2020. Investing activities in 2021 were primarily attributable to acquisitions of $48.0 million , purchase of marketable securities of $57.4 million, vehicles and store equipment purchases $4.4 million and intangible asset purchases of $1.3 million. Investing activities for the six months ended June 30, 2020 were primarily related to store acquisitions of $3.0 million, the purchase of vehicles and store equipment to support new store operations of $1.3 million and intangible assets of $0.7 million. 
 
Net cash used in financing activities for the six months ended June 30, 2021 was approximately $1.9 million and was primarily attributable to stock redemptions partially offset by the proceeds from the sales of common stock and exercise of warrants. Net cash provided by financing activities for six months ended June 30, 2020 was $0.7 million and was primarily from proceeds from the sale of common stock and exercise of warrants.
 
Use of Non-GAAP Financial Information
 
The Company believes that the presentation of results excluding certain items in “Adjusted EBITDA,” such as non-cash equity compensation charges, provides meaningful supplemental information to both management and investors, facilitating the evaluation of performance across reporting periods. The Company uses these non-GAAP measures for internal planning and reporting purposes. These non-GAAP measures are not in accordance with, or an alternative for, generally accepted accounting principles and may be different from non-GAAP measures used by other companies. The presentation of this additional information is not meant to be considered in isolation or as a substitute for net income or net income per share prepared in accordance with generally accepted accounting principles.
 
Set forth below is a reconciliation of Adjusted EBITDA to net income (loss):
 
 Three Months Ended June 30,
 20212020
 (000)(000)
Net income$6,713 $2,574 
Income taxes2,920 156 
Interest expense13 
Depreciation and Amortization2,917 468 
EBITDA$12,554 $3,211 
Share based compensation (option compensation, warrant compensation, stock issued for services)1,914 1,187 
Adjusted EBITDA$14,468 $4,398 
Adjusted EBITDA per share, basic$0.24 $0.11 
Adjusted EBITDA per share, diluted$0.24 $0.11 

25


The Company believes that the presentation of results excluding certain items in “Adjusted EBITDA,” such as non-cash equity compensation charges, provides meaningful supplemental information to both management and investors, facilitating the evaluation of performance across reporting periods. The Company uses these non-GAAP measures for internal planning and reporting purposes. These non-GAAP measures are not in accordance with, or an alternative for, generally accepted accounting principles and may be different from non-GAAP measures used by other companies. The presentation of this additional information is not meant to be considered in isolation or as a substitute for net income or net income per share prepared in accordance with generally accepted accounting principles.
 
Set forth below is a reconciliation of Adjusted EBITDA to net income (loss):
 
 Six Months Ended
June 30,
 20212020
 (000)(000)
Net income$12,860 $480 
Income taxes4,473 156 
Interest20 
Depreciation and Amortization4,971 827 
EBITDA$22,310 $1,483 
Share based compensation (option compensation, warrant compensation, stock issued for services)3,241 5,302 
Adjusted EBITDA25,551 $6,785 
Adjusted EBITDA per share, basic$0.44 $0.18 
Adjusted EBITDA per share, diluted$0.43 $0.17 

LIQUIDITY AND CAPITAL RESOURCES
 
As of June 30, 2021, we had working capital of approximately $195.9 million, compared to working capital of approximately $222.9 million as of December 31, 2020, a decrease of approximately $27.0 million.. The decrease in working capital from December 31, 2020 to June 30, 2021 was due primarily to ten (10) business acquisition completed during the six months ended June 30, 2021 for which the cash consideration was approximately $48.0 million. This decrease in working capital related to business acquisitions was partially offset by an increase in inventory associated with more locations and our ability to leverage greater bulk purchasing due to our growth. At June 30, 2021, we had cash and cash equivalents of approximately $67.2 million and available for sale debt securities of $57.4 million. Currently, we have no demands, commitments or uncertainties that would reduce our current working capital. Our core strategy continues to focus on expanding our geographic reach across the United States through organic growth and acquisitions. Based on our strategy we may need to raise additional capital in the future through equity offerings and/or debt financings. We believe that some of our store acquisitions and new store openings can come from cash flow from operations.
 
We anticipate that we may need additional financing in the future to continue to acquire and open new stores and related businesses. To date we have financed our operations through the issuance and sale of common stock, convertible notes and warrants.
 
Critical Accounting Policies, Judgements and Estimates
 
For a summary of the Company’s significant accounting policies, please refer to Note 2 to our Consolidated Financial Statements filed on our Form 10-K for the year ended December 31, 2020.

OFF-BALANCE SHEET ARRANGEMENTS
 
We do not have any off-balance sheet arrangements (as that term is defined in Item 303 of Regulation S-K) that are reasonably likely to have a current or future material effect on our financial condition, revenue or expenses, results of operations, liquidity, capital expenditures or capital resources.
 
26


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
 
We are a smaller reporting company and are not required to provide the information under this item pursuant to Regulation S-K.
 
ITEM 4. CONTROLS AND PROCEDURES.
 
Evaluation of Disclosure Controls and Procedures
 
Management maintains “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
 
In making this assessment, management used the criteria set forth in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). Based on evaluation under these criteria, management determined, based upon the existence of the material weaknesses described below, that we did not maintain effective internal control over financial reporting as of June 30, 2021.
 
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that a reasonable possibility exists that a material misstatement of our annual or interim financial statements would not be prevented or detected on a timely basis.
 
The Company did not design and implement effective control activities based on the criteria established in the COSO framework. Specifically, these control deficiencies constitute material weaknesses, either individually or in the aggregate, relating to: (i) selecting and developing control activities and information technology that contribute to the mitigation of risks and support achievement of objectives; and (ii) deploying control activities through policies that establish what is expected and procedures that put policies into action.
 
The following were contributing factors to the material weaknesses in control activities:

 Insufficient resources within the accounting and financial reporting department to review the accounting implications of complex transactions..

Inadequate segregation of duties within the bank accounts.

Ineffective information technology general controls (ITGCs) in the areas of user access over certain information technology (IT) systems that support the Company’s financial reporting processes.
 
Changes in Internal Control Over Financial Reporting
 
There were no changes in our internal control over financial reporting during the most recent fiscal quarter, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting, except for the implementation of remediation plans for the deficiency to address the material weakness identified.
 
Remediation Plan and Status
 
Our remediation efforts are ongoing and we will continue our initiatives to implement and document policies, procedures, and internal controls. Remediation efforts will include but are not limited to new hires in critical positions to improve segregation of duties, supervision and oversight, as well as implementation of technologies to improve effective controls.
 
Remediation of the identified material weaknesses and strengthening our internal control environment will require a substantial effort throughout 2021 and beyond, as necessary. We will test the ongoing operating effectiveness of the new and existing controls in future periods. The material weaknesses cannot be considered completely remediated until the applicable controls have operated for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.
 
27


While we believe the steps taken to date and those planned for implementation will improve the effectiveness of our internal control over financial reporting, we have not completed all remediation efforts identified herein. Accordingly, as we continue to monitor the effectiveness of our internal control over financial reporting in the areas affected by the material weaknesses described above, we have and will continue to perform additional procedures prescribed by management, including the use of manual mitigating control procedures and employing any additional tools and resources deemed necessary, to ensure that our consolidated financial statements are fairly stated in all material respects.
 
Inherent Limitations on Effectiveness of Controls
 
Management, including our CEO, does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, misstatements, errors, and instances of fraud, if any, within our organization have been or will be prevented or detected.
 
These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls also can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, internal controls may become inadequate as a result of changes in conditions, or through the deterioration of the degree of compliance with policies or procedures.

28


PART II – OTHER INFORMATION

Item 1. Legal Proceedings
 
None.
 
Item 1A. Risk Factors
 
The COVID-19 coronavirus pandemic could have a material negative effect on our results of operations, cash flows, financial position, and business operations.
 
The COVID-19 pandemic has created significant public health concerns as well as economic disruption, uncertainty, and volatility which may negatively affect our business operations.
 
We are unable to predict the impact that COVID-19 will have on our results of operations, cash flows, financial position, and business operations due to numerous uncertainties. These uncertainties include, but are not limited to: the severity of the virus; the duration of the pandemic; governmental actions which include restrictions on our operations up to and including potential closure of our stores and distribution centers; the duration and degree of quarantine or shelter-in-place measures, including additional measures that may still occur; impacts on our supply chain which include suppliers of our products and our transportation vendors; the health of our workforce and our ability to maintain staffing needs to operate our business; how macroeconomic factors evolve including unemployment rates and recessionary pressures; the impact of the crisis on consumer shopping patterns, both during and after the crisis; volatility in the economy as well as the credit and financial markets during and after the pandemic; the incremental costs of doing business during the crisis as well as on a long-term basis; potential increases in insurance premiums, medical claims costs, and workers’ compensation claim costs; unknown consequences on our business performance and initiatives stemming from the substantial investment of time and other resources to the pandemic response; potential delays in growth initiatives including the timing of new store openings; potential adverse effects on our internal control environment and information security as a result of changes to a remote work environment; and the long-term impact of the crisis on our business.
 
In addition, we cannot predict the impact that the pandemic will have on our manufacturers and suppliers of our products and other business partners such as service vendors; however, any material effect on these parties could adversely impact our results of operations and our ability to operate our business effectively.
 
The COVID-19 coronavirus pandemic could have a material negative effect on our supply chain.
 
Circumstances surrounding and related to the COVID-19 pandemic have created unprecedented impacts on the global supply chain. Our business relies on an efficient and effective supply chain, including the manufacture and transportation of our products as well as the effective functioning of our distribution centers. Impacts related to the COVID-19 pandemic are placing strain on the domestic and international supply chain that could negatively affect the flow or availability of our products and result in higher out-of-stock inventory positions due to difficulties in timely obtaining product from the manufacturers and suppliers of our products as well as transportation of those products to our distribution centers and stores. Further, we may have to source products from different manufacturers or geographic locations which could result in, among other things, higher product costs, increased transportation costs, delays in receiving products or lower quality of the products.
 
Any of these circumstances could adversely affect our ability to deliver inventory in a timely manner, which could impair our ability to meet customer demand for products and result in lost sales, increased supply chain costs, or damage to our reputation.
 
Actions taken to protect the health and safety of our team members and customers during the COVID-19 coronavirus pandemic have increased our operating costs and may not be sufficient to protect against operational or reputational harm to our business.
 
In response to the COVID-19 pandemic, we have taken a number of actions across our business to help protect our team members, customers, and others in the communities we serve. These measures include personal protective equipment for our team members, a requirement to wear masks in our facilities, increased staffing in order to provide contact-free curbside pickup from stores, expansion of our capabilities to support delivery to customer homes, increased cleaning and sanitizing measures, and monitoring for “social distancing” directives, as well as additional cleaning materials in our facilities. Additionally, we have provided appreciation bonuses as well as permanent increases in compensation and benefits for our team members in our stores and distribution centers to further support them during and after the COVID-19 pandemic. Actions such as these have
29


resulted in significant incremental costs and we expect that we will continue to incur these costs for the foreseeable future, which in turn will have an adverse impact on our results of operations.
 
The health and safety of our team members and customers are of primary concern to our management team. However, due to the unpredictable nature of this virus and the consequences of our actions, we may see unexpected outcomes notwithstanding our added safety measures. For instance, if we do not respond appropriately to the pandemic, or if our customers do not participate in “social distancing” and other safety measures, the well-being of our team members and customers could be jeopardized. Furthermore, any failure to appropriately respond, or the perception of an inadequate response, could cause reputational harm to our brand and subject us to claims and litigation from team members, customers and service providers.
 
Additionally, an outbreak of confirmed cases of COVID-19 in our stores or distribution centers could result in temporary or sustained workforce shortages or facility closures which would negatively impact our underlying business and results of operations.

There may be limitations on the effectiveness of our internal controls. Failure of our internal control over financial reporting could harm our business and financial results.

Proper systems of internal controls over financial accounting and disclosure are critical to the operation of a public company. Our management is responsible for establishing and maintaining effective internal control over financial reporting. Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of financial reporting for external purposes in accordance with accounting principles generally accepted in the United States. Internal control over financial reporting includes maintaining records that in reasonable detail accurately and fairly reflect our transactions; providing reasonable assurance that transactions are recorded as necessary for preparation of the financial statements; providing reasonable assurance that receipts and expenditures of our assets are made in accordance with management authorization; and providing reasonable assurance that unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements would be prevented or detected on a timely basis. Any failure to maintain an effective system of internal control over financial reporting could limit our ability to report our financial results accurately and timely or to detect and prevent fraud.

Moreover, we do not expect that disclosure controls or internal control over financial reporting will prevent all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Failure of our control systems to prevent error or fraud could materially adversely impact us.

In connection with the evaluation of our internal control over financial reporting as of December 31, 2020 that was undertaken by management, management identified the following material weaknesses in our control activities: i) insufficient resources within the accounting and financial reporting department to review the accounting for warrant compensation accounting, share-based compensation accounting, and accounting for rebates; ii) inadequate segregation of duties within the bank accounts; and ineffective information technology general controls (ITGCs) in the areas of user access over certain information technology (IT) systems that support the Company’s financial reporting processes. Based upon the existence of such material weaknesses, management concluded that we did not maintain effective internal control over financial reporting as of December 31, 2020.

We have adopted a remediation plan and are in the process of implementing such plan. Remediation efforts will include but are not limited to new hires in critical positions to improve segregation of duties, supervision and oversight, as well as implementation of technologies to improve effective controls. Remediation of the identified material weaknesses and strengthening our internal control environment will require a substantial effort throughout 2021 and beyond, as necessary. We will test the ongoing operating effectiveness of the new and existing controls in future periods. The material weaknesses cannot be considered completely remediated until the applicable controls have operated for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.

While we believe the steps taken to date and those planned for implementation will improve the effectiveness of our internal control over financial reporting, we have not completed all remediation efforts identified herein. Accordingly, as we continue to monitor the effectiveness of our internal control over financial reporting in the areas affected by the material weaknesses described above, we have and will continue to perform additional procedures prescribed by management, including the use of manual mitigating control procedures and employing any additional tools and resources deemed necessary, to ensure that our consolidated financial statements are fairly stated in all material respects.
30



If we are unable to assert that our internal control over financial reporting is effective, or, if applicable, our independent registered public accounting firm is unable to express an opinion on the effectiveness of our internal controls, we could lose investor confidence in the accuracy and completeness of our financial reports, which would cause the price of our Common Stock to decline.
 
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
 
On April 19, 2021, the Company purchased the assets of Grow Depot LLC ("Down River Hydro"), a hydroponic and indoor gardening supply store in Brownstown, MI. As part of the consideration for the asset purchase, the Company issued 25,895 shares of common stock valued at approximately $1.2 million.

On May 24, 2021, the Company purchased the assets of The Harvest company, a northern California-based hydroponic supply center and cultivation design innovator with stores in Redding and Trinity County. As part of the consideration for the asset purchase, the Company issued 74,989 shares of common stock valued at approximately $2.8 million.
 
The above issuances were made by the Company pursuant to registration exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended.

Item 3. Defaults upon Senior Securities
 
None.
 
Item 4. Mine Safety Disclosures
 
Not applicable.
 
Item 5. Other Information
 
None. 
31


Item 6. Exhibits
 
The following exhibits are included and filed with this report.
 
ExhibitExhibit Description
3.1Certificate of Incorporation of GrowGeneration Corp. (Incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1 as filed on November 9, 2015)
3.2Bylaws of GrowGeneration Corp. (Incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-1 as filed on November 9, 2015)
10.1
10.2
10.3
10.4
10.5
10.6
10.7
31.1
31.2
32.1
32.2
101Interactive Data Files
101.INSXBRL Instance Document
101.SCHXBRL Taxonomy Extension Schema Document
101.CALXBRL Taxonomy Extension Calculation Linkbase Document
101.LABXBRL Taxonomy Extension Label Linkbase Document
101.PREXBRL Taxonomy Extension Presentation Linkbase Document
101.DEFXBRL Taxonomy Extension Definition Linkbase Definition
*Furnished and not filed.
32


SIGNATURES
 
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized on August 12, 2021.
 
 GrowGeneration Corporation
   
 By:/s/ Darren Lampert
  Darren Lampert, Chief Executive Officer
(Principal Executive Officer)
   
 By:/s/ Jeff Lasher
  Jeff Lasher, Chief Financial Officer
(Principal Accounting Officer and
Principal Financial Officer) 

33
EX-10.1 2 exhibit101_hgswalledlakell.htm EX-10.1 Document


Exhibit 10.1
FORM OF ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT (the “Agreement’) is made and entered into as of the 27th day of July, 2021 (the “Effective Date”) by and among GrowGeneration Michigan Corp., a Delaware corporation (“Buyer”), GrowGeneration Corp., a Colorado Corporation (“Issuer”), HGS Walled Lake LLC, a Michigan limited liability company (“Seller”), Tony Allos (“Tony”), Christopher Kiryakoza (“Christopher”), and Rocky Shaeena (“Rocky”) (each of Tony, Christopher and Rocky individually being a “Principal” and collectively, the “Principals”).

R E C I T A L S

A.Seller is a limited liability company doing business as “HGS Hydro” and/or “Powered by HGS Hydro” including without limitation the business operated by Seller at 690 N. Pontiac Trail, Walled Lake, MI 48390 (the “Business”).

B.The Business operates a hydroponics and gardening business.

C.Subject to the terms and conditions of this Agreement, Buyer is willing to purchase, and Seller is willing to sell, certain of the assets, rights and properties of the Business.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

AGREEMENT

1.DEFINITIONS. For the purposes of this Agreement, the terms set forth below shall have the following meanings:

1.1“Acquired Contracts” means all right, title, and interest in and to all of the contracts of Sellers, other than the Excluded Contracts. For avoidance of doubt, Acquired Contracts shall include any agreements listed on Schedule 2.2(c) with unpaid balances at Closing.

1.2“Additional Consideration” means such number of the shares of Issuer’s restricted common stock equal to $1,750,000 at a price per share that is the lower of (i) the 90-day “VWAP” on the Effective Date or (ii) the price per share at the end of the day prior to Closing; which Additional Consideration Seller hereby agrees to assign to Principals under separate agreement.

1.3“Affiliate” means, with respect to any specified Person at any time, each Person directly or indirectly controlling, controlled by or under direct or indirect common control with such specified Person at such time. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of

Asset Purchase Agreement

22624134-v3



the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

1.4“Assets” shall be as defined in Section 2.1.

1.5“Cash” means all cash, cash equivalents (including marketable securities and short term investments), cash deposits (including any bank deposits in transit) of the Seller, determined in accordance with GAAP, less (i) any outstanding checks delivered by the Seller to any third party that have not been cashed as of the Closing Date and (ii) any customer deposits and restricted cash, including any restricted cash held in reserve pursuant to any letter of credit or held in escrow to guaranty any obligations of the Seller.

1.6“Cash Amount” means all Cash of the Seller as of immediately prior to the Closing Date.

1.7“Closing” shall be as defined in Section 2.7.
1.8“Closing Shares” shall mean such number of the shares of Issuer’s restricted common stock equal to $2,509,165 at a per share that is the lower of (i) the 90-day “VWAP” on the Effective Date or (ii) the price per share at the end of the day prior to Closing.
1.9Code means the Internal Revenue Code of 1986, as amended.

1.10“Environmental Law” shall mean any federal, state or local law, statute, rule, order, directive, judgment, Permit or regulation or the common law relating to the environment, occupational health and safety, or exposure of persons or property to Materials of Environmental Concern, including any statute, regulation, administrative decision or order pertaining to: (i) the presence of or the treatment, storage, disposal, generation, transportation, handling, distribution, manufacture, processing, use, import, export, labeling, recycling, registration, investigation or remediation of Materials of Environmental Concern or documentation related to the foregoing; (ii) air, water and noise pollution; (iii) groundwater and soil contamination; (iv) the release, threatened release, or accidental release into the environment, the workplace or other areas of Materials of Environmental Concern, including emissions, discharges, injections, spills, escapes or dumping of Materials of Environmental Concern; (v) transfer of interests in or control of real property which may be contaminated; (vi) community or worker right-to-know disclosures with respect to Materials of Environmental Concern; (vii) the protection of wild life, marine life and wetlands, and endangered and threatened species; (viii) storage tanks, vessels, containers, abandoned or discarded barrels and other closed receptacles; and (ix) health and safety of employees and other persons.  As used above, the term “release” shall have the meaning set forth in CERCLA.

1.11“EIDL Lender” means The Small Business Administration, an Agency of the U.S. Government.
2
Asset Purchase Agreement

22624134-v3




1.12“EIDL Loan” means a loan pursuant to the Covid-19 Economic Injury Disaster Loan, under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”).

1.13“Employee Benefit Plan” means any “employee pension benefit plan” (as defined in Section 3(2) of ERISA), any “employee welfare benefit plan” (as defined in Section 3(1) of ERISA), and any other written or oral plan, agreement or arrangement involving direct or indirect compensation, including insurance coverage, cafeteria plan benefits, dependent care benefits, severance benefits, disability benefits, deferred compensation, bonuses, stock options, stock purchase, phantom stock, stock appreciation or other forms of incentive compensation or post-retirement compensation.

1.14 “Excluded Contract” means all the contracts of Sellers which are listed in Schedule 3.10(b).

1.15“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended.

1.16“ERISA Affiliate” shall mean any entity which is, or at any applicable time was, a member of (1) a controlled group of corporations (as defined in Section 414(b) of the Code), (2) a group of trades or businesses under common control (as defined in Section 414(c) of the Code), or (3) an affiliated service group (as defined under Section 414(m) of the Code or the regulations under Section 414(o) of the Code), any of which includes or included the Sellers.
1.17“Excluded Tax Liability” means: (i) Taxes of the Seller and its owners with respect to any taxable period; (ii) all Taxes related to or arising from the transactions contemplated under this Agreement or any other related agreement (other than the portion of Transfer Taxes for which Buyer is liable pursuant to Section 2.2.2); (iii) all Taxes that are the responsibility of Seller pursuant to Section 9.17; (iv) all Taxes asserted against the Assets or the Business for any Pre-Closing Period; and (v) all Taxes of another person with respect to the Assets or Business imposed on Seller as a transferee or successor, by contract, pursuant to any law, under Treasury Regulations 1.1502-6 or any similar provision of state, local or non-U.S. laws, or otherwise.
1.18“Fundamental Representation” means any representation or warranty set forth in Sections 3.1 (Organization; Authority; No Violation of Other Instruments.), 3.2 (Capitalization; Subsidiaries), 3.3 (Ownership and Delivery of Assets), 3.5 (Compliance with Laws), 3.13 (Intellectual Property), 3.17 (Environmental Matters), 3.20 (Accredited Investor), and 3.28 (Brokers and Finders).
1.19“Funds Flow” means that certain flow of funds dated as of the Closing Date by and between Seller, Principals, Buyer and Issuer setting forth the payments (including
3
Asset Purchase Agreement

22624134-v3



payment for any security deposit held by a landlord under an acquired lease and other closing date prorations) to be made by Buyer or Issuer, as applicable, at Closing, in such form and substance as reasonably acceptable to the Parties and attached hereto as Exhibit J.

1.20“GAAP” shall mean generally accepted accounting principles of the United States of America consistently applied, as in effect from time to time.

1.21“Governmental Authority” means any federal, state, local or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that the rules, regulations or orders of such organization or authority have the force of Law), or any arbitrator, court or tribunal of competent jurisdiction.

1.22“Indebtedness” means the principal amount, plus any related accrued and unpaid interest, fees, premiums, penalties and costs, and other amounts payable (including rental payments), with respect to: (a) all indebtedness for borrowed money (including all outstanding amounts under notes, bonds, debentures, mortgages and similar instruments), (b) owed under a credit facility, (c) evidenced by any note, debenture or other debt security, (d) obligations in respect of capitalized leases, (e) obligations to pay the deferred purchase or acquisition price of property or services, other than trade accounts payable arising, and accrued expenses incurred, in the ordinary course of business and not more than 90 days overdue, including without limitation earn out or other contingent payment liabilities of the Seller, (f) the face amount of all letters of credit issued for the account of the Seller and, without duplication, all reimbursement or payment obligations with respect to letters of credit, surety bonds and other similar instruments for which the Seller is liable, (g) amounts payable or otherwise due to any Affiliate of the Seller, in each case, as of such date, (h) obligations in respect of any accrued interest, prepayment penalties, interest rate swap breakage costs, make-whole premiums or penalties and all costs and expenses associated with the repayment of any of the foregoing, (i) all indebtedness created or arising under any conditional sale or other title retention agreement, or incurred as financing, in either case with respect to property acquired by the Seller (even though the rights and remedies of the Seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (j) the principal balance outstanding under any synthetic lease, off balance sheet loan or similar off balance sheet financing product or (k) all direct or indirect liability, contingent or otherwise, of the Seller with respect to any other Indebtedness of another Person if the primary purpose or intent of incurring such Indebtedness, or the primary effect thereof, is to provide assurance to the obligee of such Indebtedness that such Indebtedness will be paid or discharged.

4
Asset Purchase Agreement

22624134-v3



1.23“Intellectual Property” shall mean all intellectual property rights including without limitation:
1.23.1patents, patent applications, inventions, invention disclosures and all related continuation, continuation-in-part, divisional, reissue, reexamination, utility model, certificate of invention and design patents, patent applications, registrations and applications for registrations;
1.23.2trademarks, service marks, trade dress, Internet domain names, social media accounts, logos, trade names and corporate names and registrations and applications for registration thereof;
1.23.3copyrights and registrations and applications for registration thereof including without limitation works of authorship, website and social media content, packaging, and any other promotional and advertising materials;
1.23.4mask works and registrations and applications for registration thereof;
1.23.5computer software, (including all related code), interfaces, applications, data, databases and related documentation;
1.23.6trade secrets and confidential business information (such as formulations, recipes, and other confidential information), know-how, manufacturing and product processes and techniques, research and development information, financial, marketing and business data, pricing and cost information, business and marketing plans and customer and supplier lists and information;
1.23.7other proprietary rights relating to any of the foregoing (including remedies against infringements thereof and rights of protection of interest therein under the laws of all jurisdictions);
1.23.8all goodwill represented by and/or associated with any of the foregoing; and
1.23.9all copies and tangible embodiments of any of the foregoing.

1.24“Internal Systems” shall mean the internal information technology (IT) systems of the Seller that are used in the operation of the Business, including without limitation computer hardware systems and all equipment associated therewith, software applications, interfaces, databases and embedded systems.

5
Asset Purchase Agreement

22624134-v3



1.25“Liens” shall mean all liens, charges, easements, security interests, mortgages, conditional sale contracts, equities, rights of way, restrictions, title defects, objections, claims or other encumbrances.

1.26“Material Adverse Effect” shall mean an event which has a material adverse effect on the condition, financial or otherwise, of the Assets, Business, prospects or results of operations of the Business.
1.27“Materials of Environmental Concern” shall mean any:  pollutants, contaminants or hazardous substances (as such terms are defined under CERCLA), pesticides (as such term is defined under the Federal Insecticide, Fungicide and Rodenticide Act), fertilizers, solid wastes and hazardous wastes (as such terms are defined under the Resource Conservation and Recovery Act), chemicals, other hazardous, radioactive or toxic materials, oil, petroleum and petroleum products (and fractions thereof), or any other material (or article containing such material) listed or subject to regulation under any law, statute, rule, regulation, order, Permit, or directive due to its potential, directly or indirectly, to harm the environment or the health of humans or other living beings.
1.28“Most Recent Balance Sheet” shall mean the unaudited consolidated balance sheet of the Seller as of the Most Recent Balance Sheet Date.
1.29“Most Recent Balance Sheet Date” shall mean June 30, 2021 at the Effective Date and the last day of the month immediately preceding the Closing Date at Closing.

1.30“Obsolete Inventory” means any inventory on hand at the Closing that has not sold within the preceding twelve months from the Closing Date.

1.31“Permits” shall mean all permits, licenses, registrations, certificates, orders, approvals, franchises, variances and similar rights issued by or obtained from any Governmental Authority (including those issued or required under any Environmental Law, those relating to the purchase, possession, use or sale of any of the Assets, or the occupancy or use of owned or leased real property).

1.32“Permitted Liens” means (i) statutory Liens for Taxes reflected on the financial statements and that are not yet due and payable or are being contested in good faith and for which adequate reserves have been made with respect thereto, which are not yet due and payable; (ii) mechanics’, carriers’, workers’, repairers’ and similar liens arising or incurred in the ordinary course of business securing amounts that are not delinquent; (iii) Liens relating to Indebtedness which will be repaid at Closing in full and released; (iv) statutory Liens of landlords with respect to any premise leased pursuant to any lease arising or incurred in the ordinary course of business; and (v) easements, rights of way, zoning ordinances and other similar encumbrances affecting premises subject to each
6
Asset Purchase Agreement

22624134-v3



lease which do not, individually or in the aggregate, prohibit, or interfere in any material respect with, the current operation of the Business.

1.33“Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, any other business entity, or a governmental entity (or any department, agency, or political subdivision thereof).
1.34“PPP Forgivable Uses” means uses of proceeds of a PPP Loan that are eligible for forgiveness under Section 1106 of the CARES Act and otherwise in compliance with all other provisions or requirements of the CARES Act applicable in order for such PPP Loan to be eligible for forgiveness.
1.35“PPP Lender” means Citizens Bank.

1.36“PPP Loans” means any and all Paycheck Protection Program loans under the Small Business Administration 7(a) loan program received by the Seller in connection with the CARES Act, as supplemented by the Paycheck Protection Program and Health Care Enhancement (PPPHCE) Act.
1.37“PPP Loan Escrow Agreement” means the escrow agreement by and between the PPP Lender and the Seller, in the form provided by Seller to Buyer.

1.38“Pre-Closing Period” means any taxable period ending on or prior to the Closing Date, and with respect to any Straddle Period, the portion of such Straddle Period deemed to end on and include the Closing Date.

1.39“Retained Liabilities” shall mean any and all liabilities or obligations (whether known or unknown, absolute or contingent, liquidated or unliquidated, due or to become due and accrued or unaccrued, and whether claims with respect thereto are asserted before or after the Closing) of the Seller which are not Assumed Liabilities. The Retained Liabilities shall include, without limitation, all liabilities and obligations of the Seller:

1.39.1arising out of or relating to Excluded Assets, including without limitation Excluded Contracts, whether arising prior to or after the Closing;

1.39.2arising out of or attributable to any Excluded Tax Liability;

1.39.3for Seller Transaction Expenses (other than the portion of Transfer Taxes for which Buyer is liable pursuant to Section 2.2.2 as detailed herein);

7
Asset Purchase Agreement

22624134-v3



1.39.4arising prior to the Closing under the Acquired Contracts, and all liabilities for any breach, act or omission by the Seller prior to the Closing under any Acquired Contract;

1.39.5arising out of events, conduct or conditions existing or occurring prior to the Closing that constitute a violation of or non-compliance with any law, rule or regulation, any judgment, decree or order of any Governmental Authority, or any Permit or that give rise to liabilities or obligations with respect to materials of environmental concern;

1.39.6for any claims for wages or other benefits, bonuses, accrued vacation, workers’ compensation, deferred compensation, severance, retention, termination or other payments to any present or former employees, officers, directors, managers, retirees, independent contractors or consultants of Seller, including any liabilities of any Seller for employer FICA and unemployment taxes incurred and any liabilities for federal or state income tax and FICA taxes of employees of Seller which the Seller is legally obligated to withhold, and all liabilities resulting from the termination of employment of employees of the Seller prior to the Closing that arose under any federal or state law or under any Seller Plan established or maintained by the Seller;

1.39.7for payment of all bonuses for employees as of the Closing, where such Retained Liability shall consist of (i) the pro-rata portion of any annual bonuses due to non-Principal employees during 2021 (equal to the number of days that have transpired in 2021 from January 1 to the date of Closing, divided by 365, with such amount multiplied by the gross amount of annual bonuses due to such employees for fiscal 2021), and (ii) the total amount of any annual bonuses due to the Principals for fiscal year 2021, all as set forth on Schedule 1.39.7;

1.39.8with respect to any insurance policies, to indemnify any person or entity by reason of the fact that such person or entity was a director, officer, employee, or agent of the Sellers or was serving at the request of the Sellers as a partner, trustee, director, officer, employee, or agent of another entity (whether such indemnification is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses, or otherwise and whether such indemnification is pursuant to any statute, charter document, bylaw, agreement, or otherwise);
1.39.9for injury to or death of persons or damage to or destruction of property occurring prior to the Closing (including any workers compensation claim);
8
Asset Purchase Agreement

22624134-v3



1.39.10for any guarantees (personal or otherwise), whether arising out of an Acquired Contract or otherwise; and

1.39.11for all Indebtedness of Seller, including without limitation all PPP Loans and EIDL Loans.

1.40“Seller’s knowledge” or any other similar knowledge qualification (whether of Seller or the Principals), means the actual knowledge of any of the Principals or managers of Seller after commercially reasonable inquiry of appropriate agents and of those employees of Seller who, by virtue of such employees’ job functions and duties, have or should have knowledge of the matter subject to such inquiry.

1.41“Seller Plan” shall mean any Employee Benefit Plan maintained, or contributed to, by the Seller, any Subsidiary or any ERISA Affiliate.
1.42“Seller Transaction Expenses” means (i) all of the fees, costs and expenses incurred by Seller, its members or managers or Principals in connection with, in anticipation of or incident to the negotiation, execution, and delivery of this Agreement or any agreements related hereto, or the transactions contemplated hereby or thereby, or in connection with or in anticipation of any alternative transactions with respect to the Seller, including all fees, costs and expenses payable to attorneys, financial advisors, accountants, consultants or other advisors and all obligations under any engagement letter or other agreement or understanding with any investment bank or broker, (ii) all payments by Seller or Principals to obtain any third party consent required under any Acquired Contract in connection with the consummation of the transactions contemplated by this Agreement, (iii) all obligations that arise in whole or in part as a result of the consummation of the transactions contemplated by this Agreement under any Acquired Contract, Excluded Contract or Seller Plan, including all change of control, severance, retention, stock appreciation, phantom stock or similar obligations or any other accelerations of or increases in rights or benefits, and all employer side payroll Taxes and mandatory matching obligations that are payable or incurred by Seller in connection with or as a result of the satisfaction of such obligations, and (iv) 50% of any Transfer Taxes that are the responsibility of the Seller pursuant to Section 2.2.2.
1.43“Shares” means, collectively, the Closing Shares and the Additional Consideration.

1.44“Slow-Moving Inventory” means inventory on hand with respect to any product that (i) is in excess of the average number of units of such product sold during the 12 months prior to the Closing, or (ii) is not used or sold at any of Buyer’s current locations. For avoidance of doubt, Slow-Moving Inventory shall not include any product that has not been on hand for at least twelve months.

9
Asset Purchase Agreement

22624134-v3



1.45“Straddle Period” means any taxable period beginning on or before and ending after the Closing Date.
1.46“Target Working Capital Amount” shall be determined by the Parties following the pre-closing physical inventory described in Section 1.50 below.

1.47“Tax” means any (i) federal, state, local or foreign income, gross receipts, franchise, estimated, alternative minimum, add-on minimum, sales, use, transfer, real property gains, registration, value added, excise, escheat, unclaimed property, tax on “global intangible low-taxed income (as defined in Section 951A of the Code), natural resources, severance, stamp, occupation, premium, windfall profit, environmental, customs, duties, real property, personal property, shares, social security, unemployment, disability, payroll, license, employee or other withholding, or other tax, of any kind whatsoever and any fee, custom, impost, assessment, obligation, levy, tariff, charge or duty in the nature of a tax, including any interest, penalties or additions to tax or additional amounts in respect thereto, whether disputed or not, and (ii) any liability in respect of any items described in clause (i) immediately foregoing by reason of (A) being a transferee or successor or by having been a member of a combined, affiliated, unitary, consolidated or similar group or otherwise by operation of Law or (B) by contract or otherwise, in each case, under clauses (i) or (ii) immediately foregoing regardless of whether affirmatively asserted by a Governmental Authority.

1.48“Tax Return” means any form, return, declaration, report, claim for refund, information return certificate, bill, document, declaration of estimated Taxes, schedule or other information (including any schedule, appendix or attachment thereto) and any amendment thereof, required or permitted to be filed in connection with the imposition, determination, assessment or collection of any Tax or the administration, implementation or enforcement of or compliance with any Laws relating to any Tax.
1.49“Transfer Taxes” means, collectively, all transfer, documentary, sales, use, stamp, registration, conveyance, value added or other similar Taxes or charges (together with any related fee, penalties, interest and additions to such Taxes) arising out of or incurred in connection with, or associated with, this Agreement or the transactions contemplated by this Agreement.
1.50“Working Capital” means as of immediately prior to the Closing Date (a) the current assets (excluding any Cash Amount, any Tax assets, and any Excluded Assets) of the Seller, minus (b) the current liabilities (excluding Seller Transaction Expenses, Tax liabilities, Indebtedness, any intercompany payables and any Retained Liabilities) of the Seller. The calculation of Working Capital shall be prepared in accordance with GAAP. For illustrative purposes, an example calculation of Working Capital is set forth on Exhibit H (the “Working Capital Example”). The parties shall cause a physical
10
Asset Purchase Agreement

22624134-v3



inventory to be taken, and completed not more than one day before Closing, by individuals designated by Buyer (the “Inventory Team”).
1.51“Working Capital Deficit” means the amount by which the Working Capital is less than the Target Working Capital Amount.
1.52“Working Capital Surplus” means the amount by which the Working Capital is greater than the Target Working Capital Amount.

2.SALE AND PURCHASE OF ASSETS

2.1    Sale of Assets. On the terms and subject to the conditions of this Agreement and for the consideration set forth herein, Seller shall at the Closing, sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, all of the assets, rights and properties of any kind owned by the Seller, including without limitation those used in the Business, other than Excluded Assets (as defined below) (collectively, the “Assets”), in each case, free and clear of any and all Liens, other than Permitted Liens, including the Assets detailed below:

2.1.1Inventories. Subject to the immediately following sentence and except for Obsolete Inventory, all inventories of, finished goods, inventory for resale, supplies and repair materials of Seller (taken as a whole), as of the Closing Date (the “Inventory”) it being expressly agreed that all Obsolete Inventory will not be included in the Assets and will constitute Excluded Assets. In addition, Assets shall include Seller’s Slow-Moving Inventory, provided that, for purposes of calculating the Asset Purchase Price, any Slow-Moving Inventory included in the Assets will be valued at sixty percent (60%) of the applicable Seller’s actual cost. A summary of such Slow-Moving Inventory on hand as of July 16, 2021 is attached hereto as Schedule 2.1.1. For clarity, it is expressly agreed by the Parties that Seller has the right to keep all Obsolete Inventory, all of which shall constitute Excluded Assets.

2.1.2Fixed Assets and Tangible Personal Property. All fixed assets and tangible personal property of the Business (other than the Excluded Assets enumerated in Section 2.5) as it relates to this transaction, including all equipment, supplies, furniture, fixtures, hardware. A list of such fixed assets and tangible personal property is attached hereto as Schedule 2.1.2.

2.1.3Intangible Personal Property. All intangible property of the Seller as of the Closing (collectively, “Intangible Assets”) including without limitation, goodwill, software including all object and source code, data and databases, confidential and proprietary information including without limitation customer lists, customer files, customer records, vendor lists, files and records, trade and other association
11
Asset Purchase Agreement

22624134-v3



memberships, if any and to the extent transferable. A detailed list of such assets is attached hereto as Schedule 2.1.3.

2.1.4Contracts. All rights in and to all Acquired Contracts.
2.1.5Intellectual Property. Any and all Intellectual Property (i) owned or purported to be owned by Seller or that is licensed by Seller pursuant to any Acquired Contract; and (ii) owned by any of the Principals, if any, that is held for use in or used in the Business (the “Acquired IP”). The Acquired IP shall include, without limitation, the Intellectual Property identified in Schedule 3.13 and any Acquired IP that is identified in Schedule 2.1.3. In the event of any such Intellectual Property owned by Principals, Principals shall, for the consideration set forth herein, at the Closing, sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Principals, all such Intellectual Property related to the Business and held in the name of the Principals.


2.2    Asset Purchase Price. Subject to the terms and conditions of this Agreement, and in full consideration for the transfer of such Assets at Closing, the aggregate purchase price (the “Purchase Price”) shall be: (a) the actual cost of Seller’s inventory minus Obsolete Inventory and including Slow-Moving Inventory to the extent determined according to Section 2.1.1, which is estimated to be $6,373,794; plus (b) the sum of $219,910 for Seller’s fixed assets; plus (c) the amounts shown on Schedule 2.2(c) (which shall be updated to reflect actual outstanding out-of-pocket costs of Seller at Closing); plus (d) $8,782,079 in cash; ((a), (b), (c) and (d) together, the “Cash Purchase Price”); plus (e) the Closing Shares; plus (f) the Additional Consideration. The Purchase Price shall also be subject to any and all adjustments, if any, pursuant to Article 8.

2.2.1 Subject to the terms and conditions set forth herein, at the Closing:

    (a)    Buyer shall pay to the applicable obligees thereof, on behalf of the Seller and for Seller’s account, as a deduction from the Cash Purchase Price, the aggregate amount of Indebtedness outstanding as of the Closing and Seller Transaction Expenses, in each case as set forth on the Estimated Closing Statement;

    (b)    Buyer shall deduct from the Cash Purchase Price and deposit with an escrow agent designated by Buyer (the “Escrow Agent”), an amount equal to $250,920 (the “Adjustment Escrow Amount”), and such funds plus all income accrued thereon (the “Adjustment Escrow Fund”) shall be maintained by Escrow Agent to secure Seller’s obligations under Section 2.3 of this Agreement and shall be administered and payable in accordance with an escrow agreement by and among the Seller, Buyer and Escrow Agent in a form satisfactory to Buyer (the “Escrow Agreement”);

12
Asset Purchase Agreement

22624134-v3



    (c)    Buyer shall deduct from the Cash Purchase Price the amount required by the PPP Lender and deposit the same in accordance with the PPP Loan Escrow Agreement; and

    (d)    Buyer shall pay to Seller the Estimated Closing Amount (as defined in Section 2.3.1 below).

2.2.2 Transfer Taxes. Buyer and Seller shall each pay 50% of any Transfer Taxes that may become payable in connection with the sale of the Assets to Buyer. Buyer shall timely file or cause to be timely filed all necessary tax returns with respect to Transfer Taxes, and the Seller will cooperate in filing such tax returns and reducing or eliminating such Transfer Taxes. The Seller shall pay 50% of the amount due with respect to such Tax Return to the Buyer no less than three (3) business days prior to the due date for filing thereof. Buyer and Seller will each use commercially reasonable efforts to avail itself of any available exemptions from any such Transfer Taxes.

2.2.3 Bulk Transfer Laws. The Seller shall indemnify and hold harmless the Buyer against any and all liabilities which may be asserted by any third parties against the Buyer as a result of noncompliance with any applicable bulk transfer statutes should any exist.

2.3    Purchase Price Adjustment.
2.3.1. Estimated Closing Amount. At least three (3) business days before the Closing Date, the Seller shall prepare and deliver to Buyer a schedule (the “Estimated Closing Statement”) setting forth Seller’s good faith estimate of Working Capital, Indebtedness and Seller Transaction Expenses as of 12:01 a.m. on the Closing Date, in each case calculated in accordance with GAAP. The “Estimated Closing Amount” shall be (a) Cash Purchase Price, minus (b) the Seller’s good faith estimate of the outstanding amount of all Indebtedness as of immediately prior to the Closing, minus (c) the Seller’s good faith estimate of the Seller Transaction Expenses, minus (d) the Seller’s good faith estimate of the amount by which Working Capital is less than the Target Working Capital Amount, if any, plus (e) the Seller’s good faith estimate of the amount by which Working Capital is greater than the Target Working Capital Amount, if any minus (f) the Adjustment Escrow Amount, minus (g) any amounts shown on Schedule 1.39.7 that are accrued but not yet paid by Seller. The Seller and the Principals shall provide the Buyer and its representatives with reasonable access to the books and records of the Seller and shall cause the personnel of the Seller to reasonably cooperate with the Buyer and its representatives, the foregoing being for the purpose of, and to the extent necessary for, enabling the Buyer to review the Seller’s determination of all amounts and estimates in the Estimated Closing Statement and each component thereof. In the event Buyer disagrees with the Estimated Closing Amount, the Buyer shall (a) promptly notify the Seller in writing of such disagreement, setting forth the basis of such disagreement and (b) specify in reasonable detail the nature of its objections to the Sellers’ estimates. The
13
Asset Purchase Agreement

22624134-v3



Sellers and the Buyer in good faith shall seek to resolve in writing any objections set forth in the Buyer’s notice of disagreement prior to the Closing, and the Sellers shall make such revisions to the disputed items as may be mutually agreed between the Sellers and the Buyer; provided that if and to the extent that the Buyer and the Sellers have not resolved all such differences by the close of business on the Business Day prior to the anticipated Closing Date, the parties shall proceed to close based upon the Estimated Closing Statement as prepared by the Sellers (with such modifications as may have been mutually agreed between the Sellers and Buyer prior to the Closing Date) or as otherwise agreed to by the parties before the Closing Date.
2.3.2 Final Closing Statement.
    (a)    On or before the date that is ninety (90) days following the Closing Date, Buyer or its representatives shall prepare a schedule setting forth its determination of Working Capital, Indebtedness and Seller Transaction Expenses (the “Final Closing Statement”) and shall deliver the Final Closing Statement to the Seller. Working Capital shall be determined disregarding any effects on the assets and liabilities of the Seller of (i) purchase accounting adjustments arising from or resulting as a consequence of the consummation of the transactions contemplated hereby or (ii) any cash, cash equivalents, or stock contributed to Seller by Buyer or any of its Affiliates on the Closing Date.
    (b)    Prior to the date which is thirty (30) days after Buyer’s delivery of the Final Closing Statement (the “Protest Date”), the Seller may deliver written notice to Buyer (the “Protest Notice”) setting forth any objections which the Seller may have to the Final Closing Statement. The Protest Notice shall specify in reasonable detail any contested amounts and the basis therefor and shall include a schedule setting forth the Seller’s determination of Working Capital, Indebtedness and Seller Transaction Expenses. If a Protest Notice is not delivered prior to the Protest Date, the Working Capital, Indebtedness and Seller Transaction Expenses as set forth on the Final Closing Statement shall be final, binding and non-appealable by the Sellers. If a Protest Notice is delivered prior to the Protest Date, any amounts not disputed therein shall be final, binding and non-appealable by the Seller. Upon receipt of the Final Closing Statement, the Seller and its accountants will be given reasonable access upon reasonable notice to the relevant books, records, workpapers and personnel during regular business hours for the purpose of verifying Working Capital, Indebtedness and Seller Transaction Expenses. The parties will thereafter negotiate any objections in the Protest Notice in good faith.
(c)    The “Final Closing Amount” shall be equal to (i) the Cash Purchase Price, minus (ii) the amount of Indebtedness as finally determined pursuant to this Section 2.3, minus (iii) the amount of Seller Transaction Expenses as finally determined pursuant to this Section 2.3.2, plus (iv) the amount, if any, by which the Working Capital as finally determined pursuant to this Section 2.3.2 (the “Final Working Capital”) is greater than the Target Working Capital Amount, minus (v) the amount, if any, by which the Final Working Capital is less than the Target Working Capital Amount, plus (vi)
14
Asset Purchase Agreement

22624134-v3



Buyer’s Hawthorne Adjustment. Within ten (10) days after the determination of the Final Closing Amount:
    (x)    If the Final Closing Amount is less than the Estimated Closing Amount, then such difference shall be disbursed from the Adjustment Escrow Fund to Buyer; provided, however, that if the amount of the funds in the Adjustment Escrow Fund is less than the amount payable to Buyer under this Section 2.3.2(c)(x), in addition to the payment of the entire Adjustment Escrow Fund to Buyer, Seller and Principals shall be jointly and severally obligated to pay to Buyer an amount equal to the balance of such difference not satisfied from the Adjustment Escrow Fund; or
    (y)    If the Final Closing Amount is greater than the Estimated Closing Amount, Buyer shall pay to Seller an amount equal to such difference.
(d)    Buyer agrees to work with and assist Seller to obtain rebates from Hawthorne Gardening Company (“Hawthorne”) for hitting purchasing targets during the period from October 1, 2020 through September 30, 2021 (the “Hawthorne Rebate”). In the event that Hawthorne fails to deliver all or a portion of the Hawthorne Rebate to Seller on or before December 31, 2021, Buyer agrees to deliver payment to Seller in an amount equal to fifty percent (50%) of the unpaid portion of the Hawthorn Rebate, which shall in no event, however, exceed an agreed cap (aggregated to include the rebates for all of Seller’s Affiliates to be purchased by Buyer on the Closing Date) of $300,000 (“Buyer’s Hawthorne Adjustment”). Such payment, if any, shall be paid at the same time as delivery of the Final Closing Amount. Upon delivery of Buyer’s Hawthorne Adjustment to Seller, Buyer shall thereupon be entitled to reimbursement of fifty percent (50%) of all or any portion of the Hawthorn Rebate thereafter received by Seller or its Affiliates from Hawthorne.
    Within ten (10) days after the determination of the Final Closing Amount, Buyer and the Seller shall deliver a joint written instruction to the Escrow Agent instructing it to distribute all of the funds in the Adjustment Escrow Fund as follows: (A) to Buyer, the amount, if any, payable to Buyer under Section 2.3.2(d)(x), and (B) to Seller, the amount, if any, equal to all of the funds in the Adjustment Escrow Fund minus the amount, if any, payable to Buyer under Section 2.3.2(c)(x).
2.4    Intentionally Omitted.
2.5    Excluded Assets. Notwithstanding any term herein to the contrary, Seller is not selling, assigning, transferring, or delivering to Buyer, and Buyer is not purchasing, accepting, or acquiring from Seller, any assets specifically set forth below (the “Excluded Assets”):
a)all Cash of Seller, certificates of deposits, cash equivalents and bank accounts of the Sellers;
15
Asset Purchase Agreement

22624134-v3



b)any and all rebates, refunds, awards, credit, or amounts due to Seller for business it conducted prior to the date of Closing;
c)any and all assets that may not be transferred to Buyer under applicable law;
d)any and all Excluded Contracts;
e)any and all Seller Plans;
f)any non-transferrable Permits;
g)Tax refunds to Seller attributable to Taxes paid by Seller in a Pre-Closing Period;
h)all Excluded Assets listed on Schedule 2.5.
2.6    Liabilities. Upon and subject to the terms and conditions of this Agreement, from and after the Closing the Buyer shall assume and become responsible solely for the obligations and liabilities under each Acquired Contract occurring from and after the Closing, to the extent that such obligations and liabilities do not arise from any breach, default or violation of such Acquired Contract by the Seller prior to the Closing (“Assumed Liabilities”). All other obligations and liabilities shall remain with and be the obligations and liabilities of the Seller. Notwithstanding the terms of this Section 2.6 or any other provision of this Agreement to the contrary, the Buyer shall not assume or become responsible for, and the Seller shall remain liable for the Retained Liabilities.
2.7    Closing.
    2.7.1    Closing Date. Subject to the satisfaction or waiver of the conditions to Closing set forth in Section 5 (other than those to be satisfied at the Closing, but subject to their satisfaction or waiver at the Closing), the closing of the purchase and sale of the Assets (the “Closing”) shall be effected by exchanging true, complete and accurate copies of executed originals via electronic mail at 10:00 a.m. EST on the third Business Day following the satisfaction or waiver by the Party entitled to the benefit thereof of the conditions to Closing set forth in Error! Reference source not found. (other than those to be satisfied at the Closing, but subject to their satisfaction or waiver at the Closing), unless the Parties agree to effect the Closing at any other place, time or date. The date on which the Closing occurs is referred to herein as the “Closing Date” and the effective time at which the Closing occurs shall be 12:01 a.m. EST on the Closing Date.

2.7.2    Seller’s Deliveries at Closing. At the Closing, Seller will deliver or cause to be delivered to Buyer:

(a)A Bill of Sale in the form attached as Exhibit A-1 and Assignment and Assumption Agreement in the form attached as Exhibit A-2;
16
Asset Purchase Agreement

22624134-v3




(b)A Manager Certificate in the form attached as Exhibit B duly executed by a duly authorized Manager of the Company, dated as of the Closing Date, certifying to the (i) organizational documents of the Seller (including the current limited liability company agreement and all amendments thereto), (ii) a certificate of good standing of the Seller issued by the Secretary of State of its organization within ten (10) days prior to the Closing Date, including a certified certificate of incorporation or comparable organizational document of Seller, (iii) the resolutions adopted by all of the manager(s) and members of the Seller authorizing Seller’s execution of this Agreement and the transactions contemplated hereby, and (iv) the incumbency of the manager of Seller executing this Agreement and the other transaction documents contemplated hereby by or on behalf of the Seller;

(c)Non-Disclosure and Non-Compete Agreements executed by Seller, Principals, and any non-Principal owners of Seller, in the form attached as Exhibit C;

(d)An Assignment of Intangible Assets and Intellectual Property Agreement executed by Seller in the form attached as Exhibit D (the “IP Assignment”);
(e)A countersigned copy of the employment agreements between Buyer and each of the Principals, respectively, in the forms attached hereto as Exhibit E-1, E-2, and E-3 (collectively, the “Employment Agreements”);

(f)a Form W-9 duly executed by Seller;
(g)a clearance certificate or similar document(s) with respect to the relevant state and local tax jurisdictions in which the Seller is conducting the Business or holding any Assets;
(h)an executed payoff letter in a form as is acceptable to the Buyer in its reasonable discretion for all Indebtedness (other than Assumed Indebtedness and for the PPP Loan, but including the EIDL Loan), which include a per diem interest amount and an authorization (upon payment of such Indebtedness) to file all UCC termination statements and releases necessary to evidence satisfaction and termination of such Indebtedness and to enable the release of any Liens relating thereto, along with wire transfer instructions for each holder of such Indebtedness;
(i)a counterpart to the Funds Flow executed by Seller and Principals;
(j)Intentionally omitted;
17
Asset Purchase Agreement

22624134-v3



(k)Intentionally omitted;
(l)An executed Escrow Agreement executed by Seller and Escrow Agent;
(m)A final copy of the Working Capital Example;
(n)Executed copies of all consents, approvals, orders or authorizations of, or registrations, declarations or filings with, or notices to, any Governmental Authority or other Person listed in Schedule 3.10(c), including without limitation the consent of the landlord under any Lease, which consent shall be obtained at Seller’s sole cost and expense;
(o)The Estimated Closing Statement;
(p)A copy of the fully executed PPP Loan Escrow Agreement by Seller and PPP Lender, and evidence reasonably satisfactory to Buyer that the escrow account for the PPP Loan is fully funded as required under SBA guidance and the PPP Lender has consented to the transactions contemplated by this Agreement;

(q)a non-foreign affidavit dated as of the Closing Date from the Seller, sworn under penalty of perjury and in form and substance required under the Treasury Regulations issued pursuant to Section 1445 of the Code stating that the Seller is not a “foreign person” as defined in Section 1445 of the Code (a “FIRPTA Certificate”);

(r)The Financial Statements, to the extent not already provided; and

(s)Such other documents and instruments as may be reasonably requested to effect the transactions contemplated hereby.

Simultaneously with such deliveries, Seller shall use commercially reasonable efforts to take such steps as are necessary to put Buyer in actual possession and control of the Assets at Closing.

2.7.3    Buyer’s Deliveries at Closing. At the Closing, Buyer shall deliver or cause to be delivered to or for the benefit of Seller the following instruments:
    
(a) A wire transfer to be delivered to Seller in the total amount of the Estimated Closing Amount;

18
Asset Purchase Agreement

22624134-v3



(b)Resolutions from the Buyer and Issuer authorizing consummation of the transactions contemplated by the Agreement in the form attached as Exhibit G-1 and G-2, respectively;

(c)evidence of book-entry delivery of the Closing Shares and Additional Consideration;

(d)A counterpart signature to each of the Employment Agreements executed by Buyer;
(e)A counterpart signature to the IP Assignment executed by Buyer;
(f)A counterpart signature to the Funds Flow executed by Buyer;

(g)An executed Escrow Agreement executed by Buyer; and
(h)Such other documents and instruments as may be reasonably requested to effect the transactions contemplated hereby.

3.REPRESENTATIONS AND WARRANTIES OF SELLER AND PRINCIPALS

Subject to the disclosures set forth in the Disclosure Schedules attached hereto, Seller and Principals, jointly and severally, represent and warrant to Buyer and Issuer that the statements contained in this Article 3 are true and correct as of the Effective Date and will be true and correct as of the Closing Date, in each case except to the extent any such representations and warranties are specifically made as of a particular date (in which case such representations and warranties need only be true and correct as of such date):

3.1Organization; Authority; No Violation of Other Instruments.
3.1.1Seller is a limited liability company doing business as “HGS Hydro” and “Powered by HGS Hydro.” Seller is duly organized, validly existing and in good standing under the laws of the state of its formation, and has full power and authority to own, operate or lease the Assets of the Business. The Seller is duly qualified to conduct business under the laws of each jurisdiction in which the nature of the Business or the ownership of the Assets or ownership or leasing of its properties requires such qualification.
3.1.2The execution and delivery of this Agreement and the performance hereunder by Seller have been duly authorized by all necessary actions on the part of Seller and, assuming execution of this Agreement by Buyer and Issuer, this Agreement will constitute a legal, valid and binding obligation of Seller and Principals, duly enforceable against Seller and Principals, except as such
19
Asset Purchase Agreement

22624134-v3



enforcement may be limited by the application of bankruptcy, insolvency, reorganization, moratorium, or other laws affecting creditors’ rights generally and as such enforcement may be limited by the availability of specific performance and the application of equitable principles, regardless of whether enforcement is sought in a proceeding at law or in equity.

3.2Capitalization; Subsidiaries. All capital and voting interests in the Seller are owned by the Members as shown on Schedule 3.2. The Seller has no subsidiaries or parents.

3.3Ownership and Delivery of Assets. Seller is the true and lawful owner of the Assets and has all necessary power and authority to transfer the Assets to Buyer free and clear of all liens and encumbrances other than Permitted Liens. No other person will have on the Closing Date, any direct or indirect interest in any of the Assets. Upon delivery to Buyer of the Bill of Sale attached as Exhibit A-1, and other instruments of conveyance with respect to the Assets as indicated in Section 2.7.2, Buyer will acquire good and valid title to the Assets free and clear of all Liens other than Permitted Liens. The Assets are sufficient for the conduct of the Seller’s Business as presently conducted and together with the Excluded Assets comprise all of the assets and material rights of Seller currently used in the Business. Each tangible Asset is free from material defects, has been maintained, in all material respects, in ordinary course of Seller’s business, and is in good operating condition and repair (subject to normal wear and tear and routine maintenance) and is suitable for the purposes for which it presently is used.  Except as detailed on Schedule 3.3, the Seller does not own nor has it ever owned any real property or any interest in real property.
3.4Indebtedness. All of the Indebtedness of Seller as of the Effective Date is set forth in Schedule 3.4(a). Except as set forth on Schedule 3.4(b) (the “Assumed Indebtedness”), any and all Indebtedness as of the Closing Date, including Indebtedness in respect of which Liens encumber the Assets, shall be paid off in full or otherwise fully satisfied, before or at the Closing.

3.5Compliance with Law; No Conflicts. The Seller holds and has at all times since inception of the Business held, all licenses, Permits and authorizations necessary for the lawful conduct of the Business pursuant to all applicable statutes, laws, ordinances, rules and regulations of all governmental bodies, agencies and subdivisions having, asserting or claiming jurisdiction over the Business or over any part of the Business’ operations, and to Seller’s knowledge, the Business is not in violation thereof. The Seller has not received written notice of violation of any decree, judgment, order, law or regulation of any court or other governmental body. Schedule 3.5 lists all Permits of the Seller, each of which is current and in good standing. The execution, delivery and performance of this Agreement and its Exhibits, the consummation of the transactions contemplated hereby and thereby and the fulfillment of the terms hereof and thereof will not: (a) conflict with, or result in a breach or violation of the Seller organizational documents or operating agreement; (b) conflict with, or result in a material default (or would constitute a default but for a requirement of notice or lapse of time or both) under any document,
20
Asset Purchase Agreement

22624134-v3



agreement or other instrument to which Seller is a party or result in the creation or imposition of any Lien, charge or encumbrance on any of Seller’s properties pursuant to (i) any law or regulation to which the Seller or any of its property or assets are subject, or (ii) any judgment, order or decree to which Seller is bound or any of its property or assets are subject; or (c) violate any law, order, judgment, rule, regulation, decree or ordinance to which Seller is subject, or by which Seller is bound.

3.6Investments in Others. Neither the Seller nor the Principals (nor any of their respective affiliates) operates any part of the Business through any other person or entity. As of the Closing Date, the Seller and its respective Affiliates (including without limitation, Principals) do not own or operate any Competitive Business (as defined below). For purposes of this Agreement, “Competitive Business” means a business that consists of the sale of hydroponic equipment and supplies for any market, including without limitation retail, wholesale, e-commerce and commercial sales, or any business that otherwise competes, directly or indirectly, with the Seller’s Business.

3.7Financial Statements; Inventory; PPP Loans; EIDL Loans.

3.7.1Schedule 3.7.1 attaches or will attach audited consolidated financial statements of the Seller for each of 2019 and 2020 (the “Audited Financial Statements” to be attached at Closing), the Most Recent Balance Sheet (for the Effective Date and the Closing Date), and the unaudited consolidated financial statements of the Seller for the first quarter of 2021 (on the Effective Date), and for any additional completed quarter of 2021 at the time of Closing (the “Interim Financial Statements” and together with the Audited Financial Statements and the Most Recent Balance Sheets, the “Financial Statements”). For the avoidance of doubt, Schedule 3.7.1 will be updated to attach Financial Statements received after the Effective Date. The books and records of the Seller accurately reflect, in all material respects, the assets, liabilities, business, financial condition and results of operations of the Seller. The Financial Statements are consistent with the books and records of the Sellers, and accurately present the financial condition of the Seller as of the respective dates they were prepared and the results of the operations of the Seller for the periods indicated.
3.7.2Other than Obsolete Inventory or Slow-Moving Inventory, all Inventory of the Sellers, whether or not reflected on the Most Recent Balance Sheet, consists of a quality and quantity usable and saleable in the ordinary course of Seller’s business, except for obsolete items and items of below-standard quality which have been written-off or written-down to net realizable value on the Financial Statements.
21
Asset Purchase Agreement

22624134-v3



3.7.3Schedule 3.7.3 sets forth a complete and correct list of all outstanding PPP Loans and EIDL Loans for the Seller, as well as the outstanding balance thereof, as of the most recent date for which balances were available, and the status of any requests for forgiveness of such PPP Loans. The Seller has provided to the Buyer true, complete and correct copies of the Buyer’s application for the PPP Loans and EIDL Loans, and all information submitted to the PPP Lender and EIDL Lender in support thereof. To its Knowledge in good faith, Seller meets the eligibility requirements for application and receipt of the PPP Loan and EIDL Loan and is otherwise in compliance in all material respects with the CARES Act with respect to the same. Seller has used 100% of the proceeds of such PPP Loan solely for PPP Forgivable Uses, and has used the EIDL Loan solely for permitted purposes under the Covid-19 Economic Injury Disaster Loan terms pursuant to the CARES Act.
3.7.4The Seller has completed an application for the forgiveness of the PPP Loan reflecting that the Seller has used 100% of the proceeds of the PPP Loan for PPP Forgivable Uses, which application has been submitted, together with any and all required supporting documentation (collectively, with such application, a “Forgiveness Application”), to the PPP Lender and the PPP Lender has not rejected and has accepted the Forgiveness Application. Without limiting the foregoing, except for the consent of the PPP Lender, no other consent is required to be obtained from the PPP Lender and the Small Business Administration with respect to the PPP Loan in connection with the consummation of the transactions contemplated hereunder, and no default, event of default or similar condition that gives the PPP Lender or the Small Business Administration the right to accelerate the PPP Loan or reject the eligibility of all or a portion of the PPP Loan for forgiveness. The Seller is responsible for making its own independent judgment with respect to the PPP Loan and the process leading thereto and all considerations thereafter, including with respect to any application for forgiveness of the PPP Loan, and has not relied on Buyer or any of its respective Affiliates with respect to the PPP Loan and the process leading thereto and all considerations thereafter, including with respect to any application for forgiveness of the PPP Loan, and acknowledges and agrees that the Buyer and its Affiliates have not rendered services, or provided any advice, of any nature in connection with the PPP Loan, the CARES Act or the process leading thereto, any application for forgiveness or otherwise (and will not make any claim that any Buyer or any Affiliates thereof have rendered any such services or provided such advice).
3.7.5Without limiting the foregoing, except for the consent of the EIDL Lender, no other consent is required to be obtained from the EIDL Lender and the Small Business Administration with respect to the EIDL Loan in connection with the consummation of the transactions contemplated hereunder, and no default,
22
Asset Purchase Agreement

22624134-v3



event of default or similar condition that gives the EIDL Lender or the Small Business Administration the right to accelerate the EIDL Loan. The Seller is responsible for making its own independent judgment with respect to the EIDL Loan and the process leading thereto and all considerations thereafter, and has not relied on Buyer or any of its respective Affiliates with respect to the EIDL Loan and the process leading thereto and all considerations thereafter, and acknowledges and agrees that the Buyer and its Affiliates have not rendered services, or provided any advice, of any nature in connection with the EIDL Loan, the CARES Act or the process leading thereto (and will not make any claim that any Buyer or any Affiliates thereof have rendered any such services or provided such advice).

3.8Absence of Undisclosed Liabilities. The Business does not have any Indebtedness or liabilities (fixed or contingent, known or unknown, accrued or unaccrued) other than those enumerated in the Financial Statements.

3.9Taxes. Seller is a limited liability company which is classified for U.S. federal, State and local income tax purposes as a partnership. Seller has prepared and timely filed all Tax Returns required to be filed by it with respect to the Business and Assets, each such Tax Return has been prepared in compliance with all applicable laws and regulations, and all such Tax Returns are true, complete and accurate. All Taxes with respect to the Assets or Business due and payable by the Seller or its owners (whether or not shown or required to be shown on any Tax Return) have been timely paid, with or without permitted extensions of time to file any Tax Return. The Seller has or will have withheld and timely paid to the appropriate Governmental Authority all Taxes required to have been withheld and paid by it in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder, or other third party, and all Forms W-2 and 1099 required with respect thereto have been properly completed and timely filed. Schedule 3.9 attached hereto sets forth each jurisdiction in which Seller or its owners has filed, or will file for the current period, Tax Returns that relate to the Assets or the Business. There is no proceeding pending or, to Seller’s knowledge, threatened with respect to any Taxes for which the Seller or its owners have or may have any liability. The Seller (or its Members and/or Managers on behalf of Seller) have not waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency. There are no Liens for Taxes on any of the Assets. The Seller (i) is not a party to any Tax sharing, Tax allocation, Tax indemnity or similar contract other than any such contract entered into in the ordinary course of business the primary purpose of which is not related to Taxes, (ii) has never been a member of an affiliated, consolidated, combined, or unitary group and (iii) has no liability for the Taxes of any other Person. In accordance with and to the extent required by applicable law, the Seller has properly (x) collected and remitted all sales and similar Taxes with respect to sales made to its customers and (y) for all sales that are exempt from sales and similar Taxes and that were made without charging or remitting sales or similar Taxes, obtained, filed or delivered, as the case may be, valid sales and other transfer tax exemption certificates for all transactions in which the Seller or any customer of the Seller has relied on such certificates for exemption from sales or similar
23
Asset Purchase Agreement

22624134-v3



transfer taxes; and each such exemption certificate was correct and complete in all material respects at the time of the applicable sale or other transfer. The Seller (or its Members and/or Managers behalf of Seller) are not currently the beneficiary of any extension of time within which to file any Tax Return. There have never been any claims by any Governmental Authority in a jurisdiction where the Seller or its owners do not file Tax Returns that any of them is or may be subject to taxation by that jurisdiction. Seller or its owners are not a “foreign person” within the meaning of Section 1445 of the Code. The Seller or its owners are not subject to any private ruling of the Internal Revenue Service or comparable ruling of another Governmental Authority. The Assets do not include any stock or other equity interests in any Person. No power of attorney that is currently in effect has been granted by the Seller that will remain in effect after the Closing (other than powers of attorney granted to a payroll provider). None of the Assets is tax-exempt use property within the meaning of Section 168(h) of the Code. None of the Assets is (i) required to be treated as owned by another person pursuant to the so-called “safe harbor lease” provisions of former Section 168(g)(1)(A) of the Internal Revenue Code of 1954, as amended, or (ii) subject to Section 168(g)(1)(A) of the Code, (iii) subject to a disqualified leaseback or long-term agreement as defined in Section 467 of the Code, or (iv) subject to any long term contract within the meaning of Code Section 460. The Seller is not currently, and has not been, a party to any “listed transaction” or “reportable transaction” as defined in Section 6707A(c)(2) of the Code and Section 1.6011-4(b)(2) of the Treasury Regulations (as modified by published IRS guidance).

3.10Contracts. The Seller has delivered to the Buyer a complete and accurate copy of all “Acquired Contracts” and “Excluded Contracts,” which together constitute all contracts to which Seller is a party, and listed the same in Schedules 3.10(a) and 3.10(b), respectively, showing for each, the names of the parties, the name of the contract and the effective date of the same. With respect to each Acquired Contract and Excluded Contract: (i) the agreement is legal, valid, binding and enforceable against the Seller and to Seller’s knowledge the other party or parties thereto and in full force and effect; (ii) each Acquired Contract is assignable by Seller to the Buyer without the consent or approval of the counterparty(ies) thereto or any other third party or Governmental Authority (except as specified in Schedule 3.10(c)); and (iii) neither the Seller nor, to Seller’s knowledge, any other party to each Acquired Contract or Excluded Contract, is in breach or violation of, or default under, any such Acquired Contract or Excluded Contract, and no event has occurred, is pending or, to the Seller’s knowledge is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Seller or, to Seller’s knowledge, any other party under such Acquired Contract or Excluded Contract.
3.11Customers and Suppliers. Schedule 3.11 sets forth a list of (a) Seller’s top twenty customers based on the revenues derived from customers during the 12-month period immediately prior to the Effective Date and the amount of revenues accounted for by each such customer during such period (each a “Material Customer” and collectively, the “Material Customers”), and (b) each supplier that is Seller’s sole and exclusive supplier of any material product or service supplied to Seller, as well as Seller’s top twenty suppliers based on the
24
Asset Purchase Agreement

22624134-v3



payments made to such suppliers during the 12-month period immediately prior to the Effective Date and the amount of payments made to each such supplier during such period (each a “Material Supplier” and collectively, the “Material Suppliers”). No such Material Customer or Material Supplier has provided Seller with written notice (or to Seller’s knowledge, oral notice) within the past year that it will stop, or decrease the rate of, buying or supplying products or services to or from Seller. In the past year, there has not been any (x) loss of a Material Supplier or Material Customer, or (y) to the Seller’s knowledge, indication from any Material Supplier or Material Customer that it intends to (i) materially reduce the level of business which it does with Seller, (ii) amend the material terms of any agreement between such supplier or customer and Seller, or (iii) terminate or not renew any Contract it may have with Seller.

3.12Warranties. No product or service sold or delivered by Seller is subject to any guaranty, warranty, right of return, right of credit or other indemnity.
3.13Intellectual Property.
3.13.1Schedule 3.13.1 lists all material Intellectual Property owned or purported to be owned by Seller and identifies all applications or registrations therefor including without limitation all patents, patent applications, material unregistered copyrights, copyright registrations or applications therefor, mask work registrations or applications therefor, common law trademarks and service marks, registrations and applications for trademarks and service marks, domain name registrations, and social media accounts for Seller. Such Schedule also provides, where applicable, the specific owner of record for each item, the current status, the jurisdiction, and deadlines associated with maintenance or prosecution coming due in the next 6 months.

3.13.2The Seller owns or has the right to use all Intellectual Property necessary to operate the Business (the “Seller IP”) and all such ownership or rights (in the case of licensed Intellectual Property) in the Seller IP is included in the Assets. The Seller has taken reasonable measures to maintain in confidence all trade secrets and confidential information, that it owns or uses and is in compliance with any non-disclosure or similar contracts that it has entered into. No other person or entity has any rights to any of the Intellectual Property owned or purported to be owned by the Seller (except pursuant to agreements or licenses specified in Schedule 3.13.4), and, to Seller’s knowledge, no other person or entity is infringing, violating or misappropriating any of the Intellectual Property owned or purported to be owned by the Seller.
3.13.3Neither the operation of the Business nor any of the Intellectual Property owned by or purported to be owned by the Seller, or the marketing, distribution, provision or use thereof, infringes or violates, or constitutes a
25
Asset Purchase Agreement

22624134-v3



misappropriation of, any Intellectual Property rights of any person or entity. Schedule 3.13.3 lists any written complaint, claim or notice, or written threat thereof, received by the Seller in the past three (3) years alleging any infringement, violation or misappropriation of any Intellectual Property rights of any person or entity by the Seller.

3.13.4Schedule 3.13.4 identifies each license or other agreement pursuant to which the Seller has granted a right to any third party, including license, sublicense, distribution, or other rights to any third party with respect to, any of the Seller IP. Except as explicitly identified in Schedule 3.13.4, the Seller has not agreed to indemnify any person or entity against any infringement, violation or misappropriation of any Intellectual Property rights.
3.13.5Other than off the shelf software programs licensed by the Seller pursuant to “shrink wrap” or “click-through” licenses, Schedule 3.13.5 identifies each item of Intellectual Property used or held for use by the Seller that is owned by a party other than the Seller, and the license or agreement pursuant to which Seller uses it. The Seller does not own any proprietary software.
3.13.6All of the Intellectual Property owned or purported to be owned by Seller has been created by (i) employees of the Seller within the scope of their employment by the Seller and either governed by the doctrine of work-for-hire or expressly assigned to Seller in a written and enforceable assignment; or (ii) independent contractors of the Seller who have executed written and enforceable agreements providing a present assignment of all right, title and interest in such Intellectual Property to the Seller. No party other than the Seller owns any of the Intellectual Property owned or purported to be owned by Seller. No person owns any of the Seller IP except for Seller.
3.13.7In connection with any collection or use of personally identifiable information from third parties, which is described on Schedule 3.13.7, the Seller has complied with (i) all applicable laws in all relevant jurisdictions including without limitation all laws relating to privacy and data protection; (ii) all industry guidance and best practices, and (ii) its publicly available privacy policy relating to the collection, storage, use and transfer of all personally identifiable information collected by the Seller. There have been no security incidents related to any personally identifiable information collected or held by Seller including without limitation any actual or suspected unauthorized access to or use of any of Seller’s Internal Systems or any personally identifiable information held by Seller.

3.14Absence of Certain Changes or Events. Since December 31, 2020, there have been no events or changes giving rise to a Material Adverse Effect and Seller has operated the Business
26
Asset Purchase Agreement

22624134-v3



in the ordinary course consistent with past practices. Without limiting the generality of the foregoing, except as disclosed on Schedule 3.14, since December 31, 2020:

    (a) Seller has not entered into any contract involving more than $10,000 in payments to or from Seller in any given calendar year, or any contract outside the ordinary course of business, or ordered Inventory outside of the ordinary course of business,

    (b) No party (including Seller) has terminated, cancelled, or amended, modified or accelerated any Acquired Contract,

    (c) Seller has not imposed or become subject to any Liens upon any of its assets or property, other than Permitted Liens,

(d) Seller has not created, incurred, assumed, or guaranteed any Indebtedness,

    (e) Seller has not sold leased, transferred, or assigned any of its material assets, other than sales of inventory in the ordinary course of business,

    (f) Seller has not made any material change in accounting policies, principles, or methodologies or in the manner Seller keeps its books and records or any change by Seller of its current practices with regard to accounting for sales, receivables, payables, or accrued expenses (including any change in depreciation or amortization policies or rates),

    (g) Seller has not failed to pay and discharge any current liabilities or agree with any party to extend the payment of any current liabilities,

    (h) Seller has not, other than with respect to this Agreement, sold, assigned, transferred, leased, licensed, or otherwise disposed of, or agreed to sell, assign, transfer, lease, license, or otherwise dispose of, any asset or property having a value in excess of $10,000 individually, or $25,000 in the aggregate,

    (i) Seller has not made any capital expenditure or commitment for additions to property and equipment or intangible capital assets in excess of $25,000, individually, or $50,000 in the aggregate,

    (j) Seller has not (i) increased the base salary, annual bonus, benefits or any other form of
compensation payable to any of the Seller's Employees or (ii) entered into, adopted or, except as and to the extent required by applicable Law, amended any Seller Plan,

    (k) Seller has not entered into any collective bargaining agreement or relationship with any labor organization, and

27
Asset Purchase Agreement

22624134-v3



    (l) Seller has not authorized or entered into any contract to do any of the foregoing.

3.15Litigation. Except as set forth on Schedule 3.15, Seller is not a party to any pending or, to the knowledge of Seller, threatened action, suit, proceeding or investigation, at law or in equity or otherwise in, for or by any court or other Governmental Authority; nor, to the knowledge of Seller, does any basis exist for any action, suit, proceeding or investigation. The Business and Assets are not subject to any decree, judgment, order, law or regulation of any court or other governmental body. There is no action, proceeding, or investigation pending or threatened, or any basis therefor known to Seller, that questions the validity of the Agreement and Exhibits or the right of Seller and Principals to enter into the Agreement and the Exhibits or to consummate the transactions contemplated by the Agreement and the Exhibits.

3.16Affiliate Transactions. Except as set forth on Schedule 3.16, no officer, employer, director or affiliate of the Seller or Principals (nor any ancestor, sibling, descendant or spouse of any of such persons, or any trust, partnership or corporation in which any of such Persons has or has had an economic interest) has or has had, directly or indirectly, (i) an economic interest in any person that purchases from or sells or furnishes to, the Seller, any material goods or services, or (ii) a beneficial interest in any Acquired Contract or Excluded Contract to which the Seller is a party or by which its properties or assets are bound.

3.17Environmental Matters.
3.17.1The Seller has complied with all applicable Environmental Laws. There is no pending or, to Seller’s knowledge, threatened civil or criminal litigation, written notice of violation, formal administrative proceeding, or investigation, inquiry or information request by any Governmental Authority, relating to any Environmental Law involving Seller, any Permits or the Assets.

3.17.2The Seller has no liabilities or obligations arising from the release of any Materials of Environmental Concern into the environment or from the storage, disposal or handling of any Materials of Environmental Concern.

3.17.3The Seller is not a party to or bound by any court order, administrative order, consent order or other agreement with any Governmental Authority entered into in connection with any legal obligation or liability arising under any Environmental Law.

3.17.4The Seller is not aware of any material environmental liability of any solid or hazardous waste transporter or treatment, storage or disposal facility that has been used by the Seller.
3.18Real Property Leases. Schedule 3.18 lists all leases and subleases for real property to which Seller is a party (collectively, the “Leases”) and lists the term of each such Lease, any
28
Asset Purchase Agreement

22624134-v3



extension options, and the rent payable thereunder. The Seller has delivered to the Buyer complete and accurate copies of all Leases. The premises leased by Seller under each such Lease is suitable for use in the ordinary course of business of the Business as currently conducted and, to Seller’s knowledge, is not subject to any material damage (other than ordinary wear and tear). With respect to each Lease: (a) there are no oral agreements, forbearance programs or to Seller’s Knowledge, disputes in effect as to such Lease, in each case between Seller and the counterparty thereto; and (b) to Seller’s knowledge, there is no Lien, easement, covenant or other restriction applicable to the real property subject to such Lease which would reasonably be expected to materially impair the current uses or the occupancy by the Seller of the property subject thereto.

3.19Limitations on Transferability. Seller acknowledges that the Shares are being issued pursuant to exemption from registration as securities under applicable federal and state law. Seller covenants that in no event will Seller dispose of any of the Shares (other than pursuant to Rule 144 or any similar or analogous rule) without the prior written consent of Issuer, which shall not unreasonably be withheld, conditioned or delayed. The stock certificate representing the Shares shall display the following legend:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS, AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) AN EXEMPTION FROM SUCH REGISTRATION EXISTS AND THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS.”

3.20Accredited Investor. Seller hereby warrants that it is an Accredited Investor under the Securities Act of 1933 (the “Act”).
3.21No Registration of Shares. Seller is aware that the Shares have not been registered under the Act, and that the Shares are deemed to constitute “restricted securities” under Rule 144 promulgated under the Securities Act (“Rule 144”). Seller also understands that the Shares are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon Seller’s representations contained in this Agreement.
29
Asset Purchase Agreement

22624134-v3



3.22Purchase for Own Account. As of the Closing, Seller is acquiring the Shares for its own account and has no present intention of distributing or selling the Shares, except as permitted under the Act and applicable state securities laws.
3.23Knowledge and Experience. Seller has sufficient knowledge and experience in business and financial matters to evaluate the Buyer and the Issuer, its existing and proposed activities and the risks and merits of this investment. Seller has the ability to accept the risk inherent in this type of investment.
3.24Adequate Review. Seller hereby represents and warrants to the Issuer and the Buyer that: (i) it has been advised by the Issuer to review the periodic reports, and filings made by the Issuer under the Securities Exchange Act of 1934 together with other public filings the Issuer has made on the SEC EDGAR system; (ii) that all documents, records, and books pertaining to the acquisition of the Shares as may have been requested by the Seller have been made available or delivered to, and have been examined by, the Seller; (iii) it has received all of the information it has requested from Buyer or Issuer that it considers necessary or appropriate for deciding whether to acquire the Shares; (iv) it has had an opportunity to ask questions and receive answers from Buyer and Issuer regarding the Shares; (v) it has not relied upon the Issuer, the Buyer or any of their respective representatives for any such investigation or assessment of risk; and (v) it understands the significant risks of this investment, including but not limited to the fact that the value of the Shares can increase or decrease after the date of issuance.

3.25 Independent Investigation. Seller represents that, except as set forth in this Agreement, no representations or warranties have been made to Seller by the Buyer, the Issuer or any of their respective officers, directors or agents, employees or affiliates of any of them, and that in entering into this transaction, the Seller is not relying upon information other than that contained in this Agreement and the results of its own independent investigation.
3.26Capacity to Protect Own Interests. Seller has the capacity to protect its own interests in connection with the acquisition of the Shares by virtue of its business or financial expertise.
3.27Residence. Seller represents that the office of Seller in which its investment decision was made is located at the address of Seller set forth on the signature page hereto.
3.28Brokers and Finders. The Seller represents that it has not retained any Brokers in connection with the transactions contemplated hereby.
3.29Employees.
3.29.1Schedule 3.29.1 contains a list of all employees of the Seller (the “Seller Employees”), and with respect to each such Seller Employee, the date of hire, position and the annual rate of compensation (including wages, commissions and bonus opportunity); vacation accrued as of a recent date; and service
30
Asset Purchase Agreement

22624134-v3



credited as of a recent date for purposes of vesting and eligibility to participate under any Seller Plan; and all bonuses and any other amounts to be paid by the Seller at or in connection with the Closing. Schedule 3.29.1 also sets forth the legal employment status of each Seller Employee who is not a U.S. citizen.

3.29.2Each such agreement referenced in the preceding sentence is assignable by the Seller to the Buyer, without the consent or approval of any party and will continue to be legal, valid, binding and enforceable and in full force and effect immediately following the Closing to the same extent as in effect immediately prior to the Closing. No Seller Employee has been promised, orally or in writing, any increase in compensation, bonus or benefits, and no Seller Employee has indicated to the Seller any dissatisfaction with his or her current compensation level. To the knowledge of the Seller, no Seller Employee has any plans to terminate employment with the Seller (other than for the purpose of accepting employment with the Buyer following the Closing) or not to accept employment with the Buyer.

3.29.3Schedule 3.29.3 sets forth a true and complete list of all independent contractors of the Seller, including for each such independent contractor, the contractor’s beginning service date, the beginning and end of any prior terms of service and the current compensation payable to such contractor.

3.29.4Except as set forth in Schedule 3.29.4, the Seller is, and at all times has been, in compliance with all applicable Laws relating to employees and employment matters, including applicable wage and hour Laws, nondiscrimination Laws and immigration Laws. There are no pending, or the knowledge of the Seller, threatened, complaints before any employment standards tribunal or human rights tribunal, court or employment tribunal and there are no pending or threatened workers’ compensation, discrimination or other employee claims. All individuals characterized and treated by the Seller as independent contractors are properly treated as independent contractors under all applicable Laws. The Seller has maintained all records required by applicable Law and good human resources practices regarding the employment of each Seller Employee. The Seller has provided all Seller Employees with all wages, benefits, service payments, per diem, relocation benefits, commissions, equity, stock options, bonuses and incentives and any and all other compensation (in whatever form or nature) which became due and payable through the date of
this Agreement and in compliance with all Laws.

3.29.5The Seller is not a party to nor is bound by any collective bargaining agreement, nor has it experienced any strikes, grievances, claims of unfair labor practices or other collective bargaining disputes. The Seller has no
31
Asset Purchase Agreement

22624134-v3



knowledge of any organizational effort made or threatened, either currently or within the past three years, by or on behalf of any labor union with respect to Seller Employees.

3.30Seller Plans.
3.30.1Schedule 3.30.1 contains a complete and accurate list of each Seller Plan. Complete and accurate copies of (i) all Seller Plans which have been reduced to writing, (ii) written summaries of all unwritten Seller Plans, and (iii) all related trust agreements, insurance contracts and summary plan descriptions have been delivered or made available to the Buyer.

3.30.2Each Seller Plan is and at all times has been operated and maintained in material compliance with its terms and the requirements of applicable Law, including the Code and ERISA. With respect to each Seller Plan, as of the Closing Date, all contributions and other payments (including all premiums, employer contributions and employee salary reduction contributions) required to be made to, under or with respect to each Seller Plan for any period ending on the Closing Date will have been made, and there are no pending or, to the Knowledge of the Seller, threatened, Actions with respect to the Seller Plans other than routine claims for benefits. The Buyer shall not be subject to any Liability with respect to a Seller Plan.

3.30.3At no time has the Seller or any ERISA Affiliate been obligated to contribute to any “multiemployer plan” (as defined in Section 4001(a)(3) of ERISA), any defined benefit plan subject to the provisions of Section 412 of the Code, any “multiple employer welfare arrangement” (as defined in Section 3(40) of ERISA), or any multiple employer plan (as defined in Section 413(c) of the Code).

3.30.4There are no unfunded obligations under any Seller Plan providing benefits after termination of employment to any Seller Employee (or to any beneficiary of any such Seller Employee), including but not limited to retiree health coverage and deferred compensation, but excluding continuation of health coverage required to be continued under Section 4980B of the Code or other applicable law and insurance conversion privileges under state law.

3.30.5The execution and delivery of this Agreement and performance of the transactions contemplated hereby will not (either alone or upon the occurrence of any additional or subsequent events) (i) entitle any current or former Seller Employee to severance pay, or a transaction or retention bonus, unemployment compensation or any other payment or additional compensation, (ii) accelerate the time of payment or vesting, or increase the
32
Asset Purchase Agreement

22624134-v3



amount of compensation due any such employee, officer, director or independent contractor, or (iii) result in any breach or violation of, or a default under, any Seller Plan.

3.31Full Disclosure. The representations and warranties of Seller and Principals contained in this Agreement and the schedules hereto, when read together, do not contain any untrue statement of a material fact or omit any material fact necessary to make the statements contained therein or herein in view of the circumstances under which they were made not misleading.

4.REPRESENTATIONS AND WARRANTIES OF BUYER AND ISSUER

Buyer and Issuer hereby jointly and severally represent and warrant to Seller and Principals the following, which are true and correct as of the Effective Date, in each case except to the extent any such representations and warranties are specifically made as of a particular date (in which case such representations and warranties need only be true and correct as of such date):

4.1Corporate Organization and Authority. Buyer and Issuer are Delaware and Colorado Corporations, respectively, duly organized, validly existing, authorized to exercise their respective corporate powers, rights and privileges in Delaware and Colorado, and in good standing in the States of Delaware and Colorado, respectively.

4.2Authorization. All corporate action on the part of Buyer and Issuer, its officers, directors, and stockholders necessary for the authorization, execution, delivery, and performance of all obligations under this Agreement and for the issuance of the Shares has been taken, and this Agreement constitutes a legally binding and valid obligation of Buyer and Issuer, respectively, enforceable in accordance with its terms.

4.3Corporate Power. Buyer and Issuer have all requisite legal and corporate power and authority to execute and deliver this Agreement and Exhibits, to sell and issue the Shares, and to carry out and perform their respective obligations under the terms of the Agreement.

4.4Litigation. There is no action, proceeding, or investigation pending or threatened, or any basis therefor known to Buyer or Issuer, that questions the validity of the Agreement or the right of Buyer or Issuer to enter into the Agreement or to consummate the transactions contemplated hereby. No event has occurred, or circumstances exist that may give rise or serve as a basis for any such action.

4.5Brokers and Finders. Each of the Buyer and Issuer represents that it has not retained a Broker in connection with the transactions contemplated by this Agreement, and Buyer and Issuer shall jointly and severally indemnify, defend and hold Seller harmless from any breach of the representation herein set forth

33
Asset Purchase Agreement

22624134-v3



4.6No Conflicts. The execution, delivery and performance of this Agreement and its Exhibits, the consummation of the transactions contemplated hereby and thereby and the fulfillment of the terms hereof and thereof will not: (a) conflict with, or result in a breach or violation of the Buyer or Issuer organizational documents; (b) conflict with, or result in a default (or would constitute a default but for a requirement of notice or lapse of time or both) under any document, agreement or other instrument to which Buyer or Issuer is a party or result in the creation or imposition of any lien, charge or encumbrance on any of Buyer’s or Issuer’s properties pursuant to (i) any law or regulation to which the Buyer or Issuer or any of their property is subject, or (ii) any judgment, order or decree to which Buyer or Issuer is bound or any of its property is subject; or (c) violate any law, order, judgment, rule, regulation, decree or ordinance to which Buyer or Issuer is subject, or by which Buyer or Issuer is bound.

4.7Validity of Shares. As of the Closing, the Shares will be duly authorized and, when issued and paid for in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable to Seller, free of any liens, claims or other encumbrances, except for restrictions on transfer provided for herein or under the Act, or other applicable securities laws. The sale and issuance of the Shares hereunder is exempt from the registration requirements of the Securities Act and other applicable securities laws.

4.8Sufficient Funds. Buyer will have at the Closing (through existing credit arrangements, capital calls or otherwise) sufficient funds available to pay the Cash Purchase Price.

4.9Independent Investigation. Buyer has had the opportunity to conduct all such due diligence investigation of the Assets, Assumed Contracts and the Assumed Liabilities as Buyer deems necessary or advisable in connection with entering into this Agreement and the other transactions contemplated hereby and have conducted to Buyer’s satisfaction an independent investigation and verification of the current condition and affairs of the Assets, Assumed Contracts and the Assumed Liabilities.

4.10Exclusivity of Representations. The representations and warranties made by Buyer in this Article 4 and in any Exhibit, Schedule or certificate delivered pursuant hereto are the exclusive representations and warranties made by Buyer. Buyer hereby disclaims any other express or implied representations or warranties with respect to itself.

5.CLOSING CONDITIONS.
5.1Conditions to Buyer’s Obligations. The obligation of Buyer to consummate the transactions contemplated by this Agreement is subject to the satisfaction of the following conditions at or prior to the Closing, any of which may be waived only in writing by the Buyer in its sole discretion:
5.1.1Representations and Warranties.
34
Asset Purchase Agreement

22624134-v3



(a)Each of the Fundamental Representations shall be true and correct in all but de minimis respects on and as of the date hereof and at and as of the Closing as if made on and as of the Closing Date.
(b)Each of the representations and warranties contained in Article 3 (other than the Fundamental Representations), disregarding all materiality, Material Adverse Effect or similar qualifications or exceptions contained therein, shall be true and correct in all respects on and as of the date hereof and on and as of the Closing Date with the same effect as if made on and as of the Closing Date (other than such representations and warranties that are made as of a specified date, which representations and warranties shall be true and correct as of such date).
5.1.2Performance of Covenants. Each Principal and the Seller shall have performed in all of the covenants and agreements required to be performed by it under this Agreement prior to or at the Closing, including without limitation all conditions and deliverables listed in Section 2.7.2.
5.1.3No Orders or Proceedings. No order, rule, regulation or law shall have been entered or adopted or be in effect, and no proceeding shall be pending or overtly threatened by or before any Governmental Authority, that could reasonably be expected to enjoin, prevent, restrain or materially delay consummation of any of the transactions contemplated by this Agreement or the agreements contemplated hereby.
5.1.4No Material Adverse Effect. No fact, event, condition or circumstance has occurred or arisen since the date of this Agreement that, individually or in combination with any other facts, events, conditions or circumstances, has had or would reasonably be expected to have a Material Adverse Effect.
5.1.5Deliveries by Seller and the Principals. At the Closing, Seller and the Principals shall have delivered or caused to be delivered to Buyer:
(a)a certificate executed and delivered by a manager of the Seller, dated the date of the Closing, stating that the conditions specified in Sections 5.1.1, 5.1.2 and 5.1.4 have been satisfied as of the Closing; and
(b)such other documents and instruments as Buyer may reasonably require in order to effectuate the transactions that are the subject of this Agreement, including, without limitation, (i) an unqualified audit opinion of Seller’s Audited Financial Statements confirming that Seller’s Business (including, for this purpose, that of its
35
Asset Purchase Agreement

22624134-v3



affiliates also being purchased by Buyer on the Closing Date) generated no less than $5,000,000 in EBITDA during 2020, (ii) Interim Financial Statements confirming that Seller’s Business (including, for this purpose, that of its affiliates also being purchased by Buyer on the Closing Date) generated no less than $5,000,000 in EBITDA during the first half of 2021 and is on track to generate no less than $7,000,000 in EBITDA for fiscal year 2021, as supported by Seller’s books and records, and (iii) such other updated Exhibits and Schedules as provided for herein.
5.1.6 Inventory. The Inventory Team shall have completed a physical inventory and determined the Inventory value, which shall be binding upon the parties, prior to Closing.
        
All documents and instruments delivered to Buyer shall be in form and substance reasonably satisfactory to Buyer.

5.2Conditions to Seller’s and Principals’ Obligations. The obligation of Seller and Principals to consummate the transactions contemplated by this Agreement is subject to the satisfaction of the following conditions at or prior to the Closing, any of which may be waived only in writing by the Seller and Principals in their sole discretion:

5.2.1Representations and Warranties. Each of the representations and warranties contained in Article 4, disregarding all materiality, Material Adverse Effect or similar qualifications or exceptions contained therein, shall be true and correct in all respects on and as of the date hereof and on and as of the Closing Date with the same effect as if made on and as of the Closing Date (other than such representations and warranties that are made as of a specified date, which representations and warranties shall be true and correct as of such date).
5.2.2Performance of Covenants. Buyer shall have performed in all of the covenants and agreements required to be performed by it under this Agreement prior to or at the Closing, including without limitation all conditions and deliverables listed in Section 2.7.3.
5.2.3No Orders or Proceedings. No order, rule, regulation or law shall have been entered or adopted or be in effect, and no proceeding shall be pending or overtly threatened by or before any Governmental Authority, that could reasonably be expected to enjoin, prevent, restrain or materially delay consummation of any of the transactions contemplated by this Agreement or the agreements contemplated hereby.
6.TERMINATION.
36
Asset Purchase Agreement

22624134-v3



6.1Termination. This Agreement may be terminated at any time prior to the Closing as follows:

6.1.1by the mutual written consent of Buyer and Seller;

6.1.2by Buyer, if (i) a breach or failure to perform any material representation, warranty, covenant or agreement on the part of Seller or any Principal set forth in this Agreement shall have occurred which is not cured within thirty (30) days following Buyer’s written notice to Seller of such breach; and (ii) Buyer is not in material breach of any provision of this Agreement;

6.1.3by the Seller if (i) a breach or failure to perform any material representation, warranty, covenant or agreement on the part of the Buyer set forth in this Agreement shall have occurred which is not cured within thirty (30) days following the Seller’s written notice to the Buyer of such breach and renders impossible the satisfaction of one or more of the conditions set forth in Section 5.2 and (ii) Seller and Principals are not in material breach of any provision of this Agreement;

6.1.4by either the Buyer or the Seller if the Closing has not occurred on or before the date that is the later of (i) thirty days after the receipt by Buyer of Seller’s Audited Financial Statements, or (ii) sixty days after the Effective Date (collectively, the “Outside Date”), provided that the party seeking to terminate shall not be entitled to terminate pursuant to this Section 6.1.4 if the failure of the Closing to occur was primarily caused by the failure of the Buyer (if it is seeking to terminate) or Seller (if it is seeking to terminate) to perform in any material respect any of the covenants or agreements to be performed by it prior to the Closing; or

6.1.5by either Buyer or the Seller if a Law is enacted, adopted, promulgated or enforced that makes consummation of the transactions contemplated hereby illegal or otherwise prohibited or if the consummation of the transactions contemplated hereby would violate any order, law, rule or regulation of any Governmental Authority having competent jurisdiction.

In the event of termination pursuant to this Section 6.1, written notice thereof (describing in reasonable detail the basis therefor) shall forthwith be delivered to the other parties hereto.

6.2Effect of Termination. In the event of termination of this Agreement in accordance with Section 6.1, this Agreement shall immediately terminate and have no further force and effect and there shall be no liability on the part of any Party to any other Party under this Agreement, except that (a) the covenants and agreements set forth in this Section 6.2, the provisions of Article 9 (other than
37
Asset Purchase Agreement

22624134-v3



Section 9.12) and all definitions herein necessary to interpret any of the foregoing provisions shall remain in full force and effect and survive such termination indefinitely and (b) such termination shall not function as a release of liability for any willful, intentional and material breach by the Seller or any of the Principals of this Agreement prior to such termination.

7.EMPLOYMENT MATTERS.

7.1Independent Contractors and Employees. Effective upon the Closing, Buyer or one of its Affiliates (the “Hiring Entity”) shall offer employment to each of the employees listed in Exhibit I, which may be updated by mutual agreement the parties prior to the Closing Date, at a compensation amount to be determined by Buyer. Such offer of employment shall be conditioned upon each such employee’s successful (as determined by Buyer in accordance with its hiring policies maintained in the ordinary course of its business consistent with past practices) completion of the pre-employment screening required of all of the Hiring Entity’s employees. Any such Employee who accepts the Hiring Entity’s offer of employment described herein and successfully completes the pre-employment screening shall be deemed a “Hired Employee” effective as of the Closing. The Seller shall bear any and all obligations and liabilities under the WARN Act resulting from employment losses.

7.2Liabilities in Respect of Employees. Buyer shall have no liability for Seller’s liabilities in respect of accrued wages (including salaries, bonuses and commissions), severance pay, accrued vacation, sick leave or other benefits, or employee agreements of any type or nature on account of Seller, retention of or termination of independent contractors or employment of or termination of employees, and Seller and the Principals shall indemnify Buyer and Issuer and hold the same harmless against liability arising out of any claims for such pay or benefits or any other claims arising from Seller’s retention of or employment of or termination of such independent contractors or employees.
8.INDEMNITY

8.1Seller’s Indemnity. The Seller and Principals, jointly and severally, shall indemnify and hold harmless Buyer and Issuer, and their respective affiliates, parents, subsidiaries, officers, directors, successors, agents and assigns, from and against any and all losses, costs, expenses, liabilities, obligations, claims, demands, causes of action, suits, settlements and judgments of every nature, including the costs and expenses associated therewith and reasonable attorneys’ fees (“Buyer’s Damages”) which arise out of: (i) the breach of any representation or warranty made by Seller and/or Principals pursuant to this Agreement; (ii) the non-performance or breach, partial or total, of (x) any covenant made by Seller and/or Principals pursuant to this Agreement or (y) any of the terms of the Seller’s deliverables in Section 2.7.2; (iii) claims of any type or nature relating to the retention of the Business’ independent contractors or employment of the Business’ employees by Seller or any termination of such independent contractors or
38
Asset Purchase Agreement

22624134-v3



employees by Seller; (iv) the Retained Liabilities; (v) the ownership or operation of the Assets by Seller or in connection with the Business of Seller, in each case prior to the Closing Date or arising from acts or omissions occurring prior to the Closing Date; (vi) any PPP Loans and/or EIDL Loans; and (vi) Seller’s portion of the Transfer Taxes pursuant to Section 2.2.2. The representations and warranties of Seller herein set forth shall survive for a period of eighteen (18) months following the Closing Date (the “Claims Period”); provided, however, that the Claims Period with respect to any Fundamental Representation or fraud shall be sixty (60) months or the applicable statute of limitations, whichever is longer, and provided further that the Claims Period with respect to Section 3.9 (Taxes) and 9.17 (Tax Matters) shall survive the Closing Date for a period of sixty (60) days after the expiration of the applicable statute of limitations. Buyer shall not be entitled to indemnification pursuant to this Section  with respect to any breach or misrepresentation of any representation or warranty or other indemnification obligation until such time as its respective aggregate right to such indemnification exceeds Twenty-Five Thousand Dollars ($25,000) (it being agreed that in the event such threshold is reached and exceeded, Seller will be liable for losses from the first dollar of such amount).

8.2Buyer’s and Issuer’s Indemnity. Buyer and Issuer shall jointly and severally indemnify and hold harmless Seller from and against any and all losses, costs, expenses, liabilities, obligations, claims, demands, causes of action, suits, settlements and judgment s of every nature, including the costs and expenses associated therewith and reasonable attorneys’ fees (“Seller’s Damages”), which arise out of: (i) the breach by Buyer or Issuer of any representation or warranty made by Buyer or Issuer pursuant to this Agreement, (ii) the non-performance, partial or total, of any covenant made by Buyer or Issuer pursuant to this Agreement; (iii) the use or ownership of the Assets or the activities of or on behalf of the Buyer related to the Assets on and subsequent to the Closing Date (solely to the extent not arising from acts or omissions occurring prior to the Closing Date); (iv) Buyer’s portion of any Transfer Taxes pursuant to Section 2.2.2; and (v) any Assumed Liabilities.
8.3Adjustment to Purchase Price for Tax Purposes. The Parties shall treat any indemnity payment made under this Agreement pursuant to this Article 8 as an adjustment to the Purchase Price for all Tax purposes to the maximum extent permitted by applicable law. No party shall take any position on any Tax Return or filing, or before any Governmental Authority, that is inconsistent with such treatment unless otherwise required by any applicable law.

9.MISCELLANEOUS

9.1Allocation of Purchase Price. Schedule 9.1 sets forth the allocation agreed to by Seller and Buyer of the Purchase Price and Assumed Liabilities among the Assets being transferred by Seller to Buyer for purposes of determining the income tax consequences of the transactions contemplated by this Agreement. The Parties intend that Schedule 9.1 conform to the requirements of Section 1060 of the Internal Revenue Code, and they agree to be bound thereby
39
Asset Purchase Agreement

22624134-v3



and to act in accordance with it in the preparation and filing of Tax Returns (including Internal Revenue Service From 8594 and any exhibits thereto), information returns, schedules or other filings made with the Internal Revenue Service or other Governmental Authorities. Any adjustments to the Purchase Price pursuant to Section 2.3 or Article 8 shall be allocated in a manner consistent with this Section 9.1 and Schedule 9.1. Each Party shall promptly notify the other of any challenge by any Governmental Authority to any allocation pursuant to this Section 9.1.

9.2Confidentiality. No party hereto shall issue a press release or otherwise publicize the Agreement or transactions contemplated hereby or otherwise disclose the nature or contents of this Agreement until the Closing has occurred. From and after Closing, any such press release or other public announcement shall not be issued without the written approval of Buyer (which such approval shall not be unreasonably withheld, conditioned or delayed), except as may be required by law or any applicable listing agreement with a national securities exchange as determined in the good-faith judgment of the party or affiliate of a party proposing to make such release or communication (in which case, such party or affiliate of a party shall not issue or cause the publication of such press release or other public announcement without providing the other parties a reasonable opportunity to review and comment upon such press release or other public announcement).

9.3Expenses. Each party will pay its own costs and expenses, including legal and accounting expenses, related to the transactions provided for herein, irrespective of when incurred. In the event of any legal action to enforce any of the obligations set forth in the Agreement, the prevailing party shall be entitled to recover costs and reasonable legal fees.

9.4Notices. Any notice or other communication required or permitted hereunder shall be in writing and shall be deemed to have been duly given on the date of service if served personally or by email, or five days after the date of mailing if mailed by first class mail, registered or certified, postage prepaid. Notices shall be addressed as follows:

If to Issuer or Buyer:    GrowGeneration Corp. and
            GrowGeneration Michigan Corp.
            ATTN: Darren Lampert
    930 W 7th Ave, Suite A
    Denver, CO 80204

with a copy to        Robinson + Cole
            ATTN: Mitchell Lampert
            1055 Washington Boulevard
            Stamford, CT 06901

If to Seller:        HGS Walled Lake LLC
            c/o HGS HOLDINGS, LLC
40
Asset Purchase Agreement

22624134-v3



ATTN: Rocky Shaeena
            2238 Auburn Road
            Shelby Township, MI 48317

with a copy to:        Elia Law, PLLC
ATTN: Salam Elia
550 West Merrill Street, Suite 100
Birmingham, MI 48009


or to such other address as a party has designated by notice in writing to the other party in the manner provided by this section.

9.5Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Michigan, without respect to its conflict of laws principles.

9.6Successors and Assigns. This Agreement and Exhibits and the rights of the parties hereunder and thereunder may not be assigned by any party without the prior written consent of the other parties, and shall be binding upon and shall inure to the benefit of the parties hereto and the successors and permitted assigns of Buyer, Issuer and the Seller, respectively.

9.7Entire Agreement; Counterparts. This Agreement, together with the schedules and Exhibits hereto, sets forth the entire understanding of the parties hereto with respect to the transactions contemplated hereby and thereby. Any and all previous agreements and understandings between or among the parties regarding the subject matter hereof or thereof, whether written or oral, are superseded and replaced by this Agreement. This Agreement may be executed in two or more counterparts (including those delivered by facsimile or other electronic means), each of which will be deemed an original, but all of which together will constitute one and the same instrument.

9.8Amendment. This Agreement shall not be amended or modified except by a written instrument duly executed by each of the parties hereto.

9.9Waiver. Any extension or waiver by any party of any provision hereto shall be valid only if set forth in an instrument in writing signed on behalf of such party. No waiver of any provision of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver.

9.10Schedules and Exhibits. Each of the Schedules and Exhibits to this Agreement is incorporated herein by this reference and expressly made a part of this Agreement.

41
Asset Purchase Agreement

22624134-v3



9.11Partnership. The relationship of the parties is that of “buyer”, “issuer” and “seller,” and nothing contained herein shall be deemed to create a partnership or joint venture between or among the parties.

9.12Specific Performance; Remedies. Each party hereto acknowledges that the other parties will be irreparably harmed and that there will be no adequate remedy at law for any violation by any of them of any of the covenants or agreements contained in this Agreement and its Exhibits, including the confidentiality obligations set forth in this Agreement or in any other agreement between any of the parties hereto. It is accordingly agreed that, in addition to any other remedies which may be available upon the breach of any such covenants or agreements, each party hereto shall have the right to obtain injunctive relief to restrain a breach or threatened breach of, or otherwise to obtain specific performance of, covenants and agreements of other parties contained in this Agreement. An action for specific performance must be commenced within ninety (90) calendar days from the other party’s breach of this Agreement (beyond the cure period), and failure to commence an action within the ninety (90) day period shall be deemed to have the non-breaching party waived its right to specific performance/injunctive relief.

9.13Severability. If any provision of this Agreement or any Exhibit or the application thereof to any person or circumstances is held invalid or unenforceable in any jurisdiction, the remainder hereof and thereof, and the application of such provision to such person or circumstances in any other jurisdiction, shall not be affected thereby, and to this end the provisions of this Agreement or Exhibit, as applicable, shall be severable.

9.14Further Representations. Each party to this Agreement acknowledges and represents that it has been represented by its own legal counsel in connection with the transactions contemplated by this Agreement, with the opportunity to seek advice as to its legal rights from such counsel. Each party further represents that it is being independently advised as to the tax consequences of the transactions contemplated by this Agreement and is not relying on any representation or statements made by any other party as to such tax consequences.
9.15Further Assurances. The parties shall, at any time from and after the Closing, upon the request of any other party and without further consideration, do, execute, acknowledge and deliver, and cause to be done, executed, acknowledged and delivered, all such further acts, deeds, instruments, assignments, transfers, conveyances, powers of attorney or assurances as may be reasonably required to evidence and make effective the transactions contemplated by this Agreement, including to transfer, convey, grant, and confirm to and vest in Buyer good title to all of the Assets, free and clear of all Liens (other than Permitted Liens).

9.16Consent to Jurisdiction.  Each party irrevocably submits to the exclusive jurisdiction of the federal and state courts of the County of Oakland, Michigan, for the purposes of any action, proceeding, suit, or claim arising out of this Agreement. Each party agrees to commence any such action, proceeding, suit, or claim in the state or federal courts of the County of Oakland, Michigan. Each party irrevocably and unconditionally waives any objection to the laying of
42
Asset Purchase Agreement

22624134-v3



venue of any action, proceeding, suit, or claim arising out of this Agreement or the transactions contemplated hereby in the state or federal courts of the County of Oakland, Michigan, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, proceeding, suit, or claim brought in any such court has been brought in an inconvenient forum.
9.17Tax Matters. The following provisions shall govern the allocation of responsibility as between the Buyer and the Seller for certain Tax matters following the Closing Date:
(a)The Buyer shall prepare and timely file all Tax Returns with respect to Property Taxes relating to the Assets for the Straddle Period.  The Buyer will provide such Tax Returns for the Straddle Period to the Seller at least fifteen (15) days before the due date for filing of any such Tax Returns for its review and comment (and the Buyer shall consider all reasonable comments of Seller in good faith).   The Buyer shall pay and discharge all Taxes shown to be due on such Tax Returns for the Straddle Period, subject to the indemnification rights of the Buyer under Section 8.1.  No later than ten (10) business days prior to the due date of such Tax Return, the Seller shall pay to the Buyer the amount of Taxes shown due on such Tax Return which is attributable to the pre-Closing portion of the Straddle Period.
(b)Seller shall include the income of the Business on Seller’s federal, state, and local income tax returns for all periods (or portions thereof) ending on or prior to the Closing Date and pay any federal, state, and local income taxes attributable to such income.
(c)Buyer shall include the income of the Business after the Closing Date on Buyer’s federal, state, and local income tax returns for all periods (or portions thereof) commencing after the Closing Date (provided that the Closing shall have occurred) and pay any income taxes attributable to such income.
(d)The amount of real property, personal property, and similar taxes (not based on income, profits or gains) relating to the Assets (“Property Taxes”), and any Tax refunds relating to such Property Taxes, attributable to the pre-Closing portion of any Straddle Period shall be determined based upon the relative number of days in the pre-Closing and post-Closing portions of such Straddle Period, in each case over the total number of days in such Straddle Period. For any Taxes other than Property Taxes (such as franchise Taxes, Taxes that are based upon or related to income or receipts or net income, Taxes based upon production or occupancy or imposed in connection
43
Asset Purchase Agreement

22624134-v3



with any sale or other transfer or assignment of property) for a Straddle Period the amount of any such Taxes attributable to the pre-Closing portion such Straddle Period shall be determined based upon a hypothetical closing of the taxable year on such Closing Date with the Closing Date being included in the pre-Closing portion of such Straddle Period. Notwithstanding any provision in this Agreement to the contrary, the Buyer shall not be required to make any payment or disbursal to Seller or any Governmental Authority relating to any Taxes attributable to the Assets or the Business for a taxable year (or portion thereof) ending on or before the Closing Date. Each party agrees to cooperate with each other party in paying or reimbursing their respective Tax obligations in accordance with this Section 9.17.
(e)The Buyer and Seller shall cooperate fully, as and to the extent reasonably requested by the other Party, in preparing and filing Tax Returns with respect to the Assets and the Business, including providing complete and accurate records concerning the Tax basis of the Assets and such other information as may be reasonably necessary with respect to the preparation and filing of such Tax Returns, and in connection with any audit or other proceeding with respect to Taxes related to the Assets or the Business. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such audit or other proceeding.

[Signature Page Follows]
44
Asset Purchase Agreement

22624134-v3






Asset Purchase Agreement

22624134-v3



IN WITNESS WHEREOF, the parties hereto have caused this Asset Purchase Agreement to be executed as of the Effective Date.
    
SELLER:                     BUYER:

HGS WALLED LAKE LLC                GROWGENERATION MICHIGAN                                CORP.



By:                             By:                    
Rocky Shaeena, Manager             Darren Lampert, CEO
                             

                            
ISSUER:
PRINCIPALS:
GROWGENERATION CORP.


_______________________                By:                    
Rocky Shaeena                          Darren Lampert, CEO




________________________
Christopher Kiryakoza



________________________
Tony Allos                    
22624134-v3




22624134-v3






Asset Purchase Agreement

22624134-v3

EX-10.2 3 exhibit102_hgssterlingheig.htm EX-10.2 Document


Exhibit 10.2
FORM OF ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT (the “Agreement’) is made and entered into as of the 27th day of July, 2021 (the “Effective Date”) by and among GrowGeneration Michigan Corp., a Delaware corporation (“Buyer”), GrowGeneration Corp., a Colorado Corporation (“Issuer”), HGS Sterling Heights LLC, a Michigan limited liability company (“Seller”), Tony Allos (“Tony”), Christopher Kiryakoza (“Christopher”), and Rocky Shaeena (“Rocky”) (each of Tony, Christopher and Rocky individually being a “Principal” and collectively, the “Principals”).

R E C I T A L S

A.Seller is a limited liability company doing business as “HGS Hydro” and/or “Powered by HGS Hydro” including without limitation the business operated by Seller at 34863 Schoenherr Rd., Sterling Heights, MI 48312 (the “Business”).

B.The Business operates a hydroponics and gardening business.

C.Subject to the terms and conditions of this Agreement, Buyer is willing to purchase, and Seller is willing to sell, certain of the assets, rights and properties of the Business.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

AGREEMENT

1.DEFINITIONS. For the purposes of this Agreement, the terms set forth below shall have the following meanings:

1.1“Acquired Contracts” means all right, title, and interest in and to all of the contracts of Sellers, other than the Excluded Contracts. For avoidance of doubt, Acquired Contracts shall include any agreements listed on Schedule 2.2(c) with unpaid balances at Closing.

1.2“Additional Consideration” means such number of the shares of Issuer’s restricted common stock equal to $1,750,000 at a per share price that is the lower of (i) the 90-day “VWAP” on the Effective Date or (ii) the price per share at the end of the day prior to Closing; which Additional Consideration Seller hereby agrees to assign to Principals under separate agreement.

1.3“Affiliate” means, with respect to any specified Person at any time, each Person directly or indirectly controlling, controlled by or under direct or indirect common control with such specified Person at such time. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of

Asset Purchase Agreement

22624124-v3



the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

1.4“Assets” shall be as defined in Section 2.1.

1.5“Cash” means all cash, cash equivalents (including marketable securities and short term investments), cash deposits (including any bank deposits in transit) of the Seller, determined in accordance with GAAP, less (i) any outstanding checks delivered by the Seller to any third party that have not been cashed as of the Closing Date and (ii) any customer deposits and restricted cash, including any restricted cash held in reserve pursuant to any letter of credit or held in escrow to guaranty any obligations of the Seller.

1.6“Cash Amount” means all Cash of the Seller as of immediately prior to the Closing Date.

1.7“Closing” shall be as defined in Section 2.7.
1.8“Closing Shares” shall mean such number of the shares of Issuer’s restricted common stock equal to $1,495,192 at a per share that is the lower of (i) the 90-day “VWAP” on the Effective Date or (ii) the price per share at the end of the day prior to Closing.
1.9Code means the Internal Revenue Code of 1986, as amended.

1.10“Environmental Law” shall mean any federal, state or local law, statute, rule, order, directive, judgment, Permit or regulation or the common law relating to the environment, occupational health and safety, or exposure of persons or property to Materials of Environmental Concern, including any statute, regulation, administrative decision or order pertaining to: (i) the presence of or the treatment, storage, disposal, generation, transportation, handling, distribution, manufacture, processing, use, import, export, labeling, recycling, registration, investigation or remediation of Materials of Environmental Concern or documentation related to the foregoing; (ii) air, water and noise pollution; (iii) groundwater and soil contamination; (iv) the release, threatened release, or accidental release into the environment, the workplace or other areas of Materials of Environmental Concern, including emissions, discharges, injections, spills, escapes or dumping of Materials of Environmental Concern; (v) transfer of interests in or control of real property which may be contaminated; (vi) community or worker right-to-know disclosures with respect to Materials of Environmental Concern; (vii) the protection of wild life, marine life and wetlands, and endangered and threatened species; (viii) storage tanks, vessels, containers, abandoned or discarded barrels and other closed receptacles; and (ix) health and safety of employees and other persons.  As used above, the term “release” shall have the meaning set forth in CERCLA.

1.11“EIDL Lender” means The Small Business Administration, an Agency of the U.S. Government.
2
Asset Purchase Agreement

22624124-v3




1.12“EIDL Loan” means a loan pursuant to the Covid-19 Economic Injury Disaster Loan, under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”).

1.13“Employee Benefit Plan” means any “employee pension benefit plan” (as defined in Section 3(2) of ERISA), any “employee welfare benefit plan” (as defined in Section 3(1) of ERISA), and any other written or oral plan, agreement or arrangement involving direct or indirect compensation, including insurance coverage, cafeteria plan benefits, dependent care benefits, severance benefits, disability benefits, deferred compensation, bonuses, stock options, stock purchase, phantom stock, stock appreciation or other forms of incentive compensation or post-retirement compensation.

1.14 “Excluded Contract” means all the contracts of Sellers which are listed in Schedule 3.10(b).

1.15“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended.

1.16“ERISA Affiliate” shall mean any entity which is, or at any applicable time was, a member of (1) a controlled group of corporations (as defined in Section 414(b) of the Code), (2) a group of trades or businesses under common control (as defined in Section 414(c) of the Code), or (3) an affiliated service group (as defined under Section 414(m) of the Code or the regulations under Section 414(o) of the Code), any of which includes or included the Sellers.
1.17“Excluded Tax Liability” means: (i) Taxes of the Seller and its owners with respect to any taxable period; (ii) all Taxes related to or arising from the transactions contemplated under this Agreement or any other related agreement (other than the portion of Transfer Taxes for which Buyer is liable pursuant to Section 2.2.2); (iii) all Taxes that are the responsibility of Seller pursuant to Section 9.17; (iv) all Taxes asserted against the Assets or the Business for any Pre-Closing Period; and (v) all Taxes of another person with respect to the Assets or Business imposed on Seller as a transferee or successor, by contract, pursuant to any law, under Treasury Regulations 1.1502-6 or any similar provision of state, local or non-U.S. laws, or otherwise.
1.18“Fundamental Representation” means any representation or warranty set forth in Sections 3.1 (Organization; Authority; No Violation of Other Instruments.), 3.2 (Capitalization; Subsidiaries), 3.3 (Ownership and Delivery of Assets), 3.5 (Compliance with Laws), 3.13 (Intellectual Property), 3.17 (Environmental Matters), 3.20 (Accredited Investor), and 3.28 (Brokers and Finders).
1.19“Funds Flow” means that certain flow of funds dated as of the Closing Date by and between Seller, Principals, Buyer and Issuer setting forth the payments (including
3
Asset Purchase Agreement

22624124-v3



payment for any security deposit held by a landlord under an acquired lease and other closing date prorations) to be made by Buyer or Issuer, as applicable, at Closing, in such form and substance as reasonably acceptable to the Parties and attached hereto as Exhibit J.

1.20“GAAP” shall mean generally accepted accounting principles of the United States of America consistently applied, as in effect from time to time.

1.21“Governmental Authority” means any federal, state, local or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that the rules, regulations or orders of such organization or authority have the force of Law), or any arbitrator, court or tribunal of competent jurisdiction.

1.22“Indebtedness” means the principal amount, plus any related accrued and unpaid interest, fees, premiums, penalties and costs, and other amounts payable (including rental payments), with respect to: (a) all indebtedness for borrowed money (including all outstanding amounts under notes, bonds, debentures, mortgages and similar instruments), (b) owed under a credit facility, (c) evidenced by any note, debenture or other debt security, (d) obligations in respect of capitalized leases, (e) obligations to pay the deferred purchase or acquisition price of property or services, other than trade accounts payable arising, and accrued expenses incurred, in the ordinary course of business and not more than 90 days overdue, including without limitation earn out or other contingent payment liabilities of the Seller, (f) the face amount of all letters of credit issued for the account of the Seller and, without duplication, all reimbursement or payment obligations with respect to letters of credit, surety bonds and other similar instruments for which the Seller is liable, (g) amounts payable or otherwise due to any Affiliate of the Seller, in each case, as of such date, (h) obligations in respect of any accrued interest, prepayment penalties, interest rate swap breakage costs, make-whole premiums or penalties and all costs and expenses associated with the repayment of any of the foregoing, (i) all indebtedness created or arising under any conditional sale or other title retention agreement, or incurred as financing, in either case with respect to property acquired by the Seller (even though the rights and remedies of the Seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (j) the principal balance outstanding under any synthetic lease, off balance sheet loan or similar off balance sheet financing product or (k) all direct or indirect liability, contingent or otherwise, of the Seller with respect to any other Indebtedness of another Person if the primary purpose or intent of incurring such Indebtedness, or the primary effect thereof, is to provide assurance to the obligee of such Indebtedness that such Indebtedness will be paid or discharged.

4
Asset Purchase Agreement

22624124-v3



1.23“Intellectual Property” shall mean all intellectual property rights including without limitation:
1.23.1patents, patent applications, inventions, invention disclosures and all related continuation, continuation-in-part, divisional, reissue, reexamination, utility model, certificate of invention and design patents, patent applications, registrations and applications for registrations;
1.23.2trademarks, service marks, trade dress, Internet domain names, social media accounts, logos, trade names and corporate names and registrations and applications for registration thereof;
1.23.3copyrights and registrations and applications for registration thereof including without limitation works of authorship, website and social media content, packaging, and any other promotional and advertising materials;
1.23.4mask works and registrations and applications for registration thereof;
1.23.5computer software, (including all related code), interfaces, applications, data, databases and related documentation;
1.23.6trade secrets and confidential business information (such as formulations, recipes, and other confidential information), know-how, manufacturing and product processes and techniques, research and development information, financial, marketing and business data, pricing and cost information, business and marketing plans and customer and supplier lists and information;
1.23.7other proprietary rights relating to any of the foregoing (including remedies against infringements thereof and rights of protection of interest therein under the laws of all jurisdictions);
1.23.8all goodwill represented by and/or associated with any of the foregoing; and
1.23.9all copies and tangible embodiments of any of the foregoing.

1.24“Internal Systems” shall mean the internal information technology (IT) systems of the Seller that are used in the operation of the Business, including without limitation computer hardware systems and all equipment associated therewith, software applications, interfaces, databases and embedded systems.

5
Asset Purchase Agreement

22624124-v3



1.25“Liens” shall mean all liens, charges, easements, security interests, mortgages, conditional sale contracts, equities, rights of way, restrictions, title defects, objections, claims or other encumbrances.

1.26“Material Adverse Effect” shall mean an event which has a material adverse effect on the condition, financial or otherwise, of the Assets, Business, prospects or results of operations of the Business.
1.27“Materials of Environmental Concern” shall mean any:  pollutants, contaminants or hazardous substances (as such terms are defined under CERCLA), pesticides (as such term is defined under the Federal Insecticide, Fungicide and Rodenticide Act), fertilizers, solid wastes and hazardous wastes (as such terms are defined under the Resource Conservation and Recovery Act), chemicals, other hazardous, radioactive or toxic materials, oil, petroleum and petroleum products (and fractions thereof), or any other material (or article containing such material) listed or subject to regulation under any law, statute, rule, regulation, order, Permit, or directive due to its potential, directly or indirectly, to harm the environment or the health of humans or other living beings.
1.28“Most Recent Balance Sheet” shall mean the unaudited consolidated balance sheet of the Seller as of the Most Recent Balance Sheet Date.
1.29“Most Recent Balance Sheet Date” shall mean June 30, 2021 at the Effective Date and the last day of the month immediately preceding the Closing Date at Closing.

1.30“Obsolete Inventory” means any inventory on hand at the Closing that has not sold within the preceding twelve months from the Closing Date.

1.31“Permits” shall mean all permits, licenses, registrations, certificates, orders, approvals, franchises, variances and similar rights issued by or obtained from any Governmental Authority (including those issued or required under any Environmental Law, those relating to the purchase, possession, use or sale of any of the Assets, or the occupancy or use of owned or leased real property).

1.32“Permitted Liens” means (i) statutory Liens for Taxes reflected on the financial statements and that are not yet due and payable or are being contested in good faith and for which adequate reserves have been made with respect thereto, which are not yet due and payable; (ii) mechanics’, carriers’, workers’, repairers’ and similar liens arising or incurred in the ordinary course of business securing amounts that are not delinquent; (iii) Liens relating to Indebtedness which will be repaid at Closing in full and released; (iv) statutory Liens of landlords with respect to any premise leased pursuant to any lease arising or incurred in the ordinary course of business; and (v) easements, rights of way, zoning ordinances and other similar encumbrances affecting premises subject to each
6
Asset Purchase Agreement

22624124-v3



lease which do not, individually or in the aggregate, prohibit, or interfere in any material respect with, the current operation of the Business.

1.33“Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, any other business entity, or a governmental entity (or any department, agency, or political subdivision thereof).
1.34“PPP Forgivable Uses” means uses of proceeds of a PPP Loan that are eligible for forgiveness under Section 1106 of the CARES Act and otherwise in compliance with all other provisions or requirements of the CARES Act applicable in order for such PPP Loan to be eligible for forgiveness.
1.35“PPP Lender” means Citizens Bank.

1.36“PPP Loans” means any and all Paycheck Protection Program loans under the Small Business Administration 7(a) loan program received by the Seller in connection with the CARES Act, as supplemented by the Paycheck Protection Program and Health Care Enhancement (PPPHCE) Act.
1.37“PPP Loan Escrow Agreement” means the escrow agreement by and between the PPP Lender and the Seller, in the form provided by Seller to Buyer.

1.38“Pre-Closing Period” means any taxable period ending on or prior to the Closing Date, and with respect to any Straddle Period, the portion of such Straddle Period deemed to end on and include the Closing Date.

1.39“Retained Liabilities” shall mean any and all liabilities or obligations (whether known or unknown, absolute or contingent, liquidated or unliquidated, due or to become due and accrued or unaccrued, and whether claims with respect thereto are asserted before or after the Closing) of the Seller which are not Assumed Liabilities. The Retained Liabilities shall include, without limitation, all liabilities and obligations of the Seller:

1.39.1arising out of or relating to Excluded Assets, including without limitation Excluded Contracts, whether arising prior to or after the Closing;

1.39.2arising out of or attributable to any Excluded Tax Liability;

1.39.3for Seller Transaction Expenses (other than the portion of Transfer Taxes for which Buyer is liable pursuant to Section 2.2.2 as detailed herein);

7
Asset Purchase Agreement

22624124-v3



1.39.4arising prior to the Closing under the Acquired Contracts, and all liabilities for any breach, act or omission by the Seller prior to the Closing under any Acquired Contract;

1.39.5arising out of events, conduct or conditions existing or occurring prior to the Closing that constitute a violation of or non-compliance with any law, rule or regulation, any judgment, decree or order of any Governmental Authority, or any Permit or that give rise to liabilities or obligations with respect to materials of environmental concern;

1.39.6for any claims for wages or other benefits, bonuses, accrued vacation, workers’ compensation, deferred compensation, severance, retention, termination or other payments to any present or former employees, officers, directors, managers, retirees, independent contractors or consultants of Seller, including any liabilities of any Seller for employer FICA and unemployment taxes incurred and any liabilities for federal or state income tax and FICA taxes of employees of Seller which the Seller is legally obligated to withhold, and all liabilities resulting from the termination of employment of employees of the Seller prior to the Closing that arose under any federal or state law or under any Seller Plan established or maintained by the Seller;

1.39.7for payment of all bonuses for employees as of the Closing, where such Retained Liability shall consist of (i) the pro-rata portion of any annual bonuses due to non-Principal employees during 2021 (equal to the number of days that have transpired in 2021 from January 1 to the date of Closing, divided by 365, with such amount multiplied by the gross amount of annual bonuses due to such employees for fiscal 2021), and (ii) the total amount of any annual bonuses due to the Principals for fiscal year 2021, all as set forth on Schedule 1.39.7;

1.39.8with respect to any insurance policies, to indemnify any person or entity by reason of the fact that such person or entity was a director, officer, employee, or agent of the Sellers or was serving at the request of the Sellers as a partner, trustee, director, officer, employee, or agent of another entity (whether such indemnification is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses, or otherwise and whether such indemnification is pursuant to any statute, charter document, bylaw, agreement, or otherwise);
1.39.9for injury to or death of persons or damage to or destruction of property occurring prior to the Closing (including any workers compensation claim);
8
Asset Purchase Agreement

22624124-v3



1.39.10for any guarantees (personal or otherwise), whether arising out of an Acquired Contract or otherwise; and

1.39.11for all Indebtedness of Seller, including without limitation all PPP Loans and EIDL Loans.

1.40“Seller’s knowledge” or any other similar knowledge qualification (whether of Seller or the Principals), means the actual knowledge of any of the Principals or managers of Seller after commercially reasonable inquiry of appropriate agents and of those employees of Seller who, by virtue of such employees’ job functions and duties, have or should have knowledge of the matter subject to such inquiry.

1.41“Seller Plan” shall mean any Employee Benefit Plan maintained, or contributed to, by the Seller, any Subsidiary or any ERISA Affiliate.
1.42“Seller Transaction Expenses” means (i) all of the fees, costs and expenses incurred by Seller, its members or managers or Principals in connection with, in anticipation of or incident to the negotiation, execution, and delivery of this Agreement or any agreements related hereto, or the transactions contemplated hereby or thereby, or in connection with or in anticipation of any alternative transactions with respect to the Seller, including all fees, costs and expenses payable to attorneys, financial advisors, accountants, consultants or other advisors and all obligations under any engagement letter or other agreement or understanding with any investment bank or broker, (ii) all payments by Seller or Principals to obtain any third party consent required under any Acquired Contract in connection with the consummation of the transactions contemplated by this Agreement, (iii) all obligations that arise in whole or in part as a result of the consummation of the transactions contemplated by this Agreement under any Acquired Contract, Excluded Contract or Seller Plan, including all change of control, severance, retention, stock appreciation, phantom stock or similar obligations or any other accelerations of or increases in rights or benefits, and all employer side payroll Taxes and mandatory matching obligations that are payable or incurred by Seller in connection with or as a result of the satisfaction of such obligations, and (iv) 50% of any Transfer Taxes that are the responsibility of the Seller pursuant to Section 2.2.2.
1.43“Shares” means, collectively, the Closing Shares and the Additional Consideration.

1.44“Slow-Moving Inventory” means inventory on hand with respect to any product that (i) is in excess of the average number of units of such product sold during the 12 months prior to the Closing, or (ii) is not used or sold at any of Buyer’s current locations. For avoidance of doubt, Slow-Moving Inventory shall not include any product that has not been on hand for at least twelve months.

9
Asset Purchase Agreement

22624124-v3



1.45“Straddle Period” means any taxable period beginning on or before and ending after the Closing Date.
1.46“Target Working Capital Amount” shall be determined by the Parties following the pre-closing physical inventory described in Section 1.50 below.

1.47“Tax” means any (i) federal, state, local or foreign income, gross receipts, franchise, estimated, alternative minimum, add-on minimum, sales, use, transfer, real property gains, registration, value added, excise, escheat, unclaimed property, tax on “global intangible low-taxed income (as defined in Section 951A of the Code), natural resources, severance, stamp, occupation, premium, windfall profit, environmental, customs, duties, real property, personal property, shares, social security, unemployment, disability, payroll, license, employee or other withholding, or other tax, of any kind whatsoever and any fee, custom, impost, assessment, obligation, levy, tariff, charge or duty in the nature of a tax, including any interest, penalties or additions to tax or additional amounts in respect thereto, whether disputed or not, and (ii) any liability in respect of any items described in clause (i) immediately foregoing by reason of (A) being a transferee or successor or by having been a member of a combined, affiliated, unitary, consolidated or similar group or otherwise by operation of Law or (B) by contract or otherwise, in each case, under clauses (i) or (ii) immediately foregoing regardless of whether affirmatively asserted by a Governmental Authority.

1.48“Tax Return” means any form, return, declaration, report, claim for refund, information return certificate, bill, document, declaration of estimated Taxes, schedule or other information (including any schedule, appendix or attachment thereto) and any amendment thereof, required or permitted to be filed in connection with the imposition, determination, assessment or collection of any Tax or the administration, implementation or enforcement of or compliance with any Laws relating to any Tax.
1.49“Transfer Taxes” means, collectively, all transfer, documentary, sales, use, stamp, registration, conveyance, value added or other similar Taxes or charges (together with any related fee, penalties, interest and additions to such Taxes) arising out of or incurred in connection with, or associated with, this Agreement or the transactions contemplated by this Agreement.
1.50“Working Capital” means as of immediately prior to the Closing Date (a) the current assets (excluding any Cash Amount, any Tax assets, and any Excluded Assets) of the Seller, minus (b) the current liabilities (excluding Seller Transaction Expenses, Tax liabilities, Indebtedness, any intercompany payables and any Retained Liabilities) of the Seller. The calculation of Working Capital shall be prepared in accordance with GAAP. For illustrative purposes, an example calculation of Working Capital is set forth on Exhibit H (the “Working Capital Example”). The parties shall cause a physical
10
Asset Purchase Agreement

22624124-v3



inventory to be taken, and completed not more than one day before Closing, by individuals designated by Buyer (the “Inventory Team”).
1.51“Working Capital Deficit” means the amount by which the Working Capital is less than the Target Working Capital Amount.
1.52“Working Capital Surplus” means the amount by which the Working Capital is greater than the Target Working Capital Amount.

2.SALE AND PURCHASE OF ASSETS

2.1    Sale of Assets. On the terms and subject to the conditions of this Agreement and for the consideration set forth herein, Seller shall at the Closing, sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, all of the assets, rights and properties of any kind owned by the Seller, including without limitation those used in the Business, other than Excluded Assets (as defined below) (collectively, the “Assets”), in each case, free and clear of any and all Liens, other than Permitted Liens, including the Assets detailed below:

2.1.1Inventories. Subject to the immediately following sentence and except for Obsolete Inventory, all inventories of, finished goods, inventory for resale, supplies and repair materials of Seller (taken as a whole), as of the Closing Date (the “Inventory”) it being expressly agreed that all Obsolete Inventory will not be included in the Assets and will constitute Excluded Assets. In addition, Assets shall include Seller’s Slow-Moving Inventory, provided that, for purposes of calculating the Asset Purchase Price, any Slow-Moving Inventory included in the Assets will be valued at sixty percent (60%) of the applicable Seller’s actual cost. A summary of such Slow-Moving Inventory on hand as of July 19, 2021 is attached hereto as Schedule 2.1.1. For clarity, it is expressly agreed by the Parties that Seller has the right to keep all Obsolete Inventory, all of which shall constitute Excluded Assets.

2.1.2Fixed Assets and Tangible Personal Property. All fixed assets and tangible personal property of the Business (other than the Excluded Assets enumerated in Section 2.5) as it relates to this transaction, including all equipment, supplies, furniture, fixtures, hardware. A list of such fixed assets and tangible personal property is attached hereto as Schedule 2.1.2.

2.1.3Intangible Personal Property. All intangible property of the Seller as of the Closing (collectively, “Intangible Assets”) including without limitation, goodwill, software including all object and source code, data and databases, confidential and proprietary information including without limitation customer lists, customer files, customer records, vendor lists, files and records, trade and other association
11
Asset Purchase Agreement

22624124-v3



memberships, if any and to the extent transferable. A detailed list of such assets is attached hereto as Schedule 2.1.3.

2.1.4Contracts. All rights in and to all Acquired Contracts.
2.1.5Intellectual Property. Any and all Intellectual Property (i) owned or purported to be owned by Seller or that is licensed by Seller pursuant to any Acquired Contract; and (ii) owned by any of the Principals, if any, that is held for use in or used in the Business (the “Acquired IP”). The Acquired IP shall include, without limitation, the Intellectual Property identified in Schedule 3.13 and any Acquired IP that is identified in Schedule 2.1.3. In the event of any such Intellectual Property owned by Principals, Principals shall, for the consideration set forth herein, at the Closing, sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Principals, all such Intellectual Property related to the Business and held in the name of the Principals.


2.2    Asset Purchase Price. Subject to the terms and conditions of this Agreement, and in full consideration for the transfer of such Assets at Closing, the aggregate purchase price (the “Purchase Price”) shall be: (a) the actual cost of Seller’s inventory minus Obsolete Inventory and including Slow-Moving Inventory to the extent determined according to Section 2.1.1, which is estimated to be $2,260,893; plus (b) the sum of $125,440 for Seller’s fixed assets; plus (c) the amounts shown on Schedule 2.2(c) (which shall be updated to reflect actual outstanding out-of-pocket costs of Seller at Closing); plus (d) $5,233,173 in cash; ((a), (b), (c) and (d) together, the “Cash Purchase Price”); plus (e) the Closing Shares; plus (f) the Additional Consideration. The Purchase Price shall also be subject to any and all adjustments, if any, pursuant to Article 8.

2.2.1 Subject to the terms and conditions set forth herein, at the Closing:

    (a)    Buyer shall pay to the applicable obligees thereof, on behalf of the Seller and for Seller’s account, as a deduction from the Cash Purchase Price, the aggregate amount of Indebtedness outstanding as of the Closing and Seller Transaction Expenses, in each case as set forth on the Estimated Closing Statement;

    (b)    Buyer shall deduct from the Cash Purchase Price and deposit with an escrow agent designated by Buyer (the “Escrow Agent”), an amount equal to $149,520 (the “Adjustment Escrow Amount”), and such funds plus all income accrued thereon (the “Adjustment Escrow Fund”) shall be maintained by Escrow Agent to secure Seller’s obligations under Section 2.3 of this Agreement and shall be administered and payable in accordance with an escrow agreement by and among the Seller, Buyer and Escrow Agent in a form satisfactory to Buyer (the “Escrow Agreement”);

12
Asset Purchase Agreement

22624124-v3



    (c)    Buyer shall deduct from the Cash Purchase Price the amount required by the PPP Lender and deposit the same in accordance with the PPP Loan Escrow Agreement; and

    (d)    Buyer shall pay to Seller the Estimated Closing Amount (as defined in Section 2.3.1 below).

2.2.2 Transfer Taxes. Buyer and Seller shall each pay 50% of any Transfer Taxes that may become payable in connection with the sale of the Assets to Buyer. Buyer shall timely file or cause to be timely filed all necessary tax returns with respect to Transfer Taxes, and the Seller will cooperate in filing such tax returns and reducing or eliminating such Transfer Taxes. The Seller shall pay 50% of the amount due with respect to such Tax Return to the Buyer no less than three (3) business days prior to the due date for filing thereof. Buyer and Seller will each use commercially reasonable efforts to avail itself of any available exemptions from any such Transfer Taxes.

2.2.3 Bulk Transfer Laws. The Seller shall indemnify and hold harmless the Buyer against any and all liabilities which may be asserted by any third parties against the Buyer as a result of noncompliance with any applicable bulk transfer statutes should any exist.

2.3    Purchase Price Adjustment.
2.3.1. Estimated Closing Amount. At least three (3) business days before the Closing Date, the Seller shall prepare and deliver to Buyer a schedule (the “Estimated Closing Statement”) setting forth Seller’s good faith estimate of Working Capital, Indebtedness and Seller Transaction Expenses as of 12:01 a.m. on the Closing Date, in each case calculated in accordance with GAAP. The “Estimated Closing Amount” shall be (a) Cash Purchase Price, minus (b) the Seller’s good faith estimate of the outstanding amount of all Indebtedness as of immediately prior to the Closing, minus (c) the Seller’s good faith estimate of the Seller Transaction Expenses, minus (d) the Seller’s good faith estimate of the amount by which Working Capital is less than the Target Working Capital Amount, if any, plus (e) the Seller’s good faith estimate of the amount by which Working Capital is greater than the Target Working Capital Amount, if any minus (f) the Adjustment Escrow Amount, minus (g) any amounts shown on Schedule 1.39.7 that are accrued but not yet paid by Seller. The Seller and the Principals shall provide the Buyer and its representatives with reasonable access to the books and records of the Seller and shall cause the personnel of the Seller to reasonably cooperate with the Buyer and its representatives, the foregoing being for the purpose of, and to the extent necessary for, enabling the Buyer to review the Seller’s determination of all amounts and estimates in the Estimated Closing Statement and each component thereof. In the event Buyer disagrees with the Estimated Closing Amount, the Buyer shall (a) promptly notify the Seller in writing of such disagreement, setting forth the basis of such disagreement and (b) specify in reasonable detail the nature of its objections to the Sellers’ estimates. The
13
Asset Purchase Agreement

22624124-v3



Sellers and the Buyer in good faith shall seek to resolve in writing any objections set forth in the Buyer’s notice of disagreement prior to the Closing, and the Sellers shall make such revisions to the disputed items as may be mutually agreed between the Sellers and the Buyer; provided that if and to the extent that the Buyer and the Sellers have not resolved all such differences by the close of business on the Business Day prior to the anticipated Closing Date, the parties shall proceed to close based upon the Estimated Closing Statement as prepared by the Sellers (with such modifications as may have been mutually agreed between the Sellers and Buyer prior to the Closing Date) or as otherwise agreed to by the parties before the Closing Date.
2.3.2 Final Closing Statement.
    (a)    On or before the date that is ninety (90) days following the Closing Date, Buyer or its representatives shall prepare a schedule setting forth its determination of Working Capital, Indebtedness and Seller Transaction Expenses (the “Final Closing Statement”) and shall deliver the Final Closing Statement to the Seller. Working Capital shall be determined disregarding any effects on the assets and liabilities of the Seller of (i) purchase accounting adjustments arising from or resulting as a consequence of the consummation of the transactions contemplated hereby or (ii) any cash, cash equivalents, or stock contributed to Seller by Buyer or any of its Affiliates on the Closing Date.
    (b)    Prior to the date which is thirty (30) days after Buyer’s delivery of the Final Closing Statement (the “Protest Date”), the Seller may deliver written notice to Buyer (the “Protest Notice”) setting forth any objections which the Seller may have to the Final Closing Statement. The Protest Notice shall specify in reasonable detail any contested amounts and the basis therefor and shall include a schedule setting forth the Seller’s determination of Working Capital, Indebtedness and Seller Transaction Expenses. If a Protest Notice is not delivered prior to the Protest Date, the Working Capital, Indebtedness and Seller Transaction Expenses as set forth on the Final Closing Statement shall be final, binding and non-appealable by the Sellers. If a Protest Notice is delivered prior to the Protest Date, any amounts not disputed therein shall be final, binding and non-appealable by the Seller. Upon receipt of the Final Closing Statement, the Seller and its accountants will be given reasonable access upon reasonable notice to the relevant books, records, workpapers and personnel during regular business hours for the purpose of verifying Working Capital, Indebtedness and Seller Transaction Expenses. The parties will thereafter negotiate any objections in the Protest Notice in good faith.
(c)    The “Final Closing Amount” shall be equal to (i) the Cash Purchase Price, minus (ii) the amount of Indebtedness as finally determined pursuant to this Section 2.3, minus (iii) the amount of Seller Transaction Expenses as finally determined pursuant to this Section 2.3.2, plus (iv) the amount, if any, by which the Working Capital as finally determined pursuant to this Section 2.3.2 (the “Final Working Capital”) is greater than the Target Working Capital Amount, minus (v) the amount, if any, by which the Final Working Capital is less than the Target Working Capital Amount, plus (vi)
14
Asset Purchase Agreement

22624124-v3



Buyer’s Hawthorne Adjustment. Within ten (10) days after the determination of the Final Closing Amount:
    (x)    If the Final Closing Amount is less than the Estimated Closing Amount, then such difference shall be disbursed from the Adjustment Escrow Fund to Buyer; provided, however, that if the amount of the funds in the Adjustment Escrow Fund is less than the amount payable to Buyer under this Section 2.3.2(c)(x), in addition to the payment of the entire Adjustment Escrow Fund to Buyer, Seller and Principals shall be jointly and severally obligated to pay to Buyer an amount equal to the balance of such difference not satisfied from the Adjustment Escrow Fund; or
    (y)    If the Final Closing Amount is greater than the Estimated Closing Amount, Buyer shall pay to Seller an amount equal to such difference.
(d)    Buyer agrees to work with and assist Seller to obtain rebates from Hawthorne Gardening Company (“Hawthorne”) for hitting purchasing targets during the period from October 1, 2020 through September 30, 2021 (the “Hawthorne Rebate”). In the event that Hawthorne fails to deliver all or a portion of the Hawthorne Rebate to Seller on or before December 31, 2021, Buyer agrees to deliver payment to Seller in an amount equal to fifty percent (50%) of the unpaid portion of the Hawthorn Rebate, which shall in no event, however, exceed an agreed cap (aggregated to include the rebates for all of Seller’s Affiliates to be purchased by Buyer on the Closing Date) of $300,000 (“Buyer’s Hawthorne Adjustment”). Such payment, if any, shall be paid at the same time as delivery of the Final Closing Amount. Upon delivery of Buyer’s Hawthorne Adjustment to Seller, Buyer shall thereupon be entitled to reimbursement of fifty percent (50%) of all or any portion of the Hawthorn Rebate thereafter received by Seller or its Affiliates from Hawthorne.
    Within ten (10) days after the determination of the Final Closing Amount, Buyer and the Seller shall deliver a joint written instruction to the Escrow Agent instructing it to distribute all of the funds in the Adjustment Escrow Fund as follows: (A) to Buyer, the amount, if any, payable to Buyer under Section 2.3.2(d)(x), and (B) to Seller, the amount, if any, equal to all of the funds in the Adjustment Escrow Fund minus the amount, if any, payable to Buyer under Section 2.3.2(c)(x).
2.4    Intentionally Omitted.
2.5    Excluded Assets. Notwithstanding any term herein to the contrary, Seller is not selling, assigning, transferring, or delivering to Buyer, and Buyer is not purchasing, accepting, or acquiring from Seller, any assets specifically set forth below (the “Excluded Assets”):
a)all Cash of Seller, certificates of deposits, cash equivalents and bank accounts of the Sellers;
15
Asset Purchase Agreement

22624124-v3



b)any and all rebates, refunds, awards, credit, or amounts due to Seller for business it conducted prior to the date of Closing;
c)any and all assets that may not be transferred to Buyer under applicable law;
d)any and all Excluded Contracts;
e)any and all Seller Plans;
f)any non-transferrable Permits;
g)Tax refunds to Seller attributable to Taxes paid by Seller in a Pre-Closing Period;
h)all Excluded Assets listed on Schedule 2.5.
2.6    Liabilities. Upon and subject to the terms and conditions of this Agreement, from and after the Closing the Buyer shall assume and become responsible solely for the obligations and liabilities under each Acquired Contract occurring from and after the Closing, to the extent that such obligations and liabilities do not arise from any breach, default or violation of such Acquired Contract by the Seller prior to the Closing (“Assumed Liabilities”). All other obligations and liabilities shall remain with and be the obligations and liabilities of the Seller. Notwithstanding the terms of this Section 2.6 or any other provision of this Agreement to the contrary, the Buyer shall not assume or become responsible for, and the Seller shall remain liable for the Retained Liabilities.
2.7    Closing.
    2.7.1    Closing Date. Subject to the satisfaction or waiver of the conditions to Closing set forth in Section 5 (other than those to be satisfied at the Closing, but subject to their satisfaction or waiver at the Closing), the closing of the purchase and sale of the Assets (the “Closing”) shall be effected by exchanging true, complete and accurate copies of executed originals via electronic mail at 10:00 a.m. EST on the third Business Day following the satisfaction or waiver by the Party entitled to the benefit thereof of the conditions to Closing set forth in Error! Reference source not found. (other than those to be satisfied at the Closing, but subject to their satisfaction or waiver at the Closing), unless the Parties agree to effect the Closing at any other place, time or date. The date on which the Closing occurs is referred to herein as the “Closing Date” and the effective time at which the Closing occurs shall be 12:01 a.m. EST on the Closing Date.

2.7.2    Seller’s Deliveries at Closing. At the Closing, Seller will deliver or cause to be delivered to Buyer:

(a)A Bill of Sale in the form attached as Exhibit A-1 and Assignment and Assumption Agreement in the form attached as Exhibit A-2;
16
Asset Purchase Agreement

22624124-v3




(b)A Manager Certificate in the form attached as Exhibit B duly executed by a duly authorized Manager of the Company, dated as of the Closing Date, certifying to the (i) organizational documents of the Seller (including the current limited liability company agreement and all amendments thereto), (ii) a certificate of good standing of the Seller issued by the Secretary of State of its organization within ten (10) days prior to the Closing Date, including a certified certificate of incorporation or comparable organizational document of Seller, (iii) the resolutions adopted by all of the manager(s) and members of the Seller authorizing Seller’s execution of this Agreement and the transactions contemplated hereby, and (iv) the incumbency of the manager of Seller executing this Agreement and the other transaction documents contemplated hereby by or on behalf of the Seller;

(c)Non-Disclosure and Non-Compete Agreements executed by Seller, Principals, and any non-Principal owners of Seller, in the form attached as Exhibit C;

(d)An Assignment of Intangible Assets and Intellectual Property Agreement executed by Seller in the form attached as Exhibit D (the “IP Assignment”);
(e)A countersigned copy of the employment agreements between Buyer and each of the Principals, respectively, in the forms attached hereto as Exhibit E-1, E-2, and E-3 (collectively, the “Employment Agreements”);

(f)a Form W-9 duly executed by Seller;
(g)a clearance certificate or similar document(s) with respect to the relevant state and local tax jurisdictions in which the Seller is conducting the Business or holding any Assets;
(h)an executed payoff letter in a form as is acceptable to the Buyer in its reasonable discretion for all Indebtedness (other than Assumed Indebtedness and for the PPP Loan, but including the EIDL Loan), which include a per diem interest amount and an authorization (upon payment of such Indebtedness) to file all UCC termination statements and releases necessary to evidence satisfaction and termination of such Indebtedness and to enable the release of any Liens relating thereto, along with wire transfer instructions for each holder of such Indebtedness;
(i)a counterpart to the Funds Flow executed by Seller and Principals;
(j)Intentionally omitted;
17
Asset Purchase Agreement

22624124-v3



(k)Intentionally omitted;
(l)An executed Escrow Agreement executed by Seller and Escrow Agent;
(m)A final copy of the Working Capital Example;
(n)Executed copies of all consents, approvals, orders or authorizations of, or registrations, declarations or filings with, or notices to, any Governmental Authority or other Person listed in Schedule 3.10(c), including without limitation the consent of the landlord under any Lease, which consent shall be obtained at Seller’s sole cost and expense;
(o)The Estimated Closing Statement;
(p)A copy of the fully executed PPP Loan Escrow Agreement by Seller and PPP Lender, and evidence reasonably satisfactory to Buyer that the escrow account for the PPP Loan is fully funded as required under SBA guidance and the PPP Lender has consented to the transactions contemplated by this Agreement;

(q)a non-foreign affidavit dated as of the Closing Date from the Seller, sworn under penalty of perjury and in form and substance required under the Treasury Regulations issued pursuant to Section 1445 of the Code stating that the Seller is not a “foreign person” as defined in Section 1445 of the Code (a “FIRPTA Certificate”);

(r)The Financial Statements, to the extent not already provided; and

(s)Such other documents and instruments as may be reasonably requested to effect the transactions contemplated hereby.

Simultaneously with such deliveries, Seller shall use commercially reasonable efforts to take such steps as are necessary to put Buyer in actual possession and control of the Assets at Closing.

2.7.3    Buyer’s Deliveries at Closing. At the Closing, Buyer shall deliver or cause to be delivered to or for the benefit of Seller the following instruments:
    
(a) A wire transfer to be delivered to Seller in the total amount of the Estimated Closing Amount;

18
Asset Purchase Agreement

22624124-v3



(b)Resolutions from the Buyer and Issuer authorizing consummation of the transactions contemplated by the Agreement in the form attached as Exhibit G-1 and G-2, respectively;

(c)evidence of book-entry delivery of the Closing Shares and Additional Consideration;

(d)A counterpart signature to each of the Employment Agreements executed by Buyer;
(e)A counterpart signature to the IP Assignment executed by Buyer;
(f)A counterpart signature to the Funds Flow executed by Buyer;

(g)An executed Escrow Agreement executed by Buyer; and
(h)Such other documents and instruments as may be reasonably requested to effect the transactions contemplated hereby.

3.REPRESENTATIONS AND WARRANTIES OF SELLER AND PRINCIPALS

Subject to the disclosures set forth in the Disclosure Schedules attached hereto, Seller and Principals, jointly and severally, represent and warrant to Buyer and Issuer that the statements contained in this Article 3 are true and correct as of the Effective Date and will be true and correct as of the Closing Date, in each case except to the extent any such representations and warranties are specifically made as of a particular date (in which case such representations and warranties need only be true and correct as of such date):

3.1Organization; Authority; No Violation of Other Instruments.
3.1.1Seller is a limited liability company doing business as “HGS Hydro” and “Powered by HGS Hydro.” Seller is duly organized, validly existing and in good standing under the laws of the state of its formation, and has full power and authority to own, operate or lease the Assets of the Business. The Seller is duly qualified to conduct business under the laws of each jurisdiction in which the nature of the Business or the ownership of the Assets or ownership or leasing of its properties requires such qualification.
3.1.2The execution and delivery of this Agreement and the performance hereunder by Seller have been duly authorized by all necessary actions on the part of Seller and, assuming execution of this Agreement by Buyer and Issuer, this Agreement will constitute a legal, valid and binding obligation of Seller and Principals, duly enforceable against Seller and Principals, except as such
19
Asset Purchase Agreement

22624124-v3



enforcement may be limited by the application of bankruptcy, insolvency, reorganization, moratorium, or other laws affecting creditors’ rights generally and as such enforcement may be limited by the availability of specific performance and the application of equitable principles, regardless of whether enforcement is sought in a proceeding at law or in equity.

3.2Capitalization; Subsidiaries. All capital and voting interests in the Seller are owned by the Members as shown on Schedule 3.2. The Seller has no subsidiaries or parents.

3.3Ownership and Delivery of Assets. Seller is the true and lawful owner of the Assets and has all necessary power and authority to transfer the Assets to Buyer free and clear of all liens and encumbrances other than Permitted Liens. No other person will have on the Closing Date, any direct or indirect interest in any of the Assets. Upon delivery to Buyer of the Bill of Sale attached as Exhibit A-1, and other instruments of conveyance with respect to the Assets as indicated in Section 2.7.2, Buyer will acquire good and valid title to the Assets free and clear of all Liens other than Permitted Liens. The Assets are sufficient for the conduct of the Seller’s Business as presently conducted and together with the Excluded Assets comprise all of the assets and material rights of Seller currently used in the Business. Each tangible Asset is free from material defects, has been maintained, in all material respects, in ordinary course of Seller’s business, and is in good operating condition and repair (subject to normal wear and tear and routine maintenance) and is suitable for the purposes for which it presently is used.  Except as detailed on Schedule 3.3, the Seller does not own nor has it ever owned any real property or any interest in real property.
3.4Indebtedness. All of the Indebtedness of Seller as of the Effective Date is set forth in Schedule 3.4(a). Except as set forth on Schedule 3.4(b) (the “Assumed Indebtedness”), any and all Indebtedness as of the Closing Date, including Indebtedness in respect of which Liens encumber the Assets, shall be paid off in full or otherwise fully satisfied, before or at the Closing.

3.5Compliance with Law; No Conflicts. The Seller holds and has at all times since inception of the Business held, all licenses, Permits and authorizations necessary for the lawful conduct of the Business pursuant to all applicable statutes, laws, ordinances, rules and regulations of all governmental bodies, agencies and subdivisions having, asserting or claiming jurisdiction over the Business or over any part of the Business’ operations, and to Seller’s knowledge, the Business is not in violation thereof. The Seller has not received written notice of violation of any decree, judgment, order, law or regulation of any court or other governmental body. Schedule 3.5 lists all Permits of the Seller, each of which is current and in good standing. The execution, delivery and performance of this Agreement and its Exhibits, the consummation of the transactions contemplated hereby and thereby and the fulfillment of the terms hereof and thereof will not: (a) conflict with, or result in a breach or violation of the Seller organizational documents or operating agreement; (b) conflict with, or result in a material default (or would constitute a default but for a requirement of notice or lapse of time or both) under any document,
20
Asset Purchase Agreement

22624124-v3



agreement or other instrument to which Seller is a party or result in the creation or imposition of any Lien, charge or encumbrance on any of Seller’s properties pursuant to (i) any law or regulation to which the Seller or any of its property or assets are subject, or (ii) any judgment, order or decree to which Seller is bound or any of its property or assets are subject; or (c) violate any law, order, judgment, rule, regulation, decree or ordinance to which Seller is subject, or by which Seller is bound.

3.6Investments in Others. Neither the Seller nor the Principals (nor any of their respective affiliates) operates any part of the Business through any other person or entity. As of the Closing Date, the Seller and its respective Affiliates (including without limitation, Principals) do not own or operate any Competitive Business (as defined below). For purposes of this Agreement, “Competitive Business” means a business that consists of the sale of hydroponic equipment and supplies for any market, including without limitation retail, wholesale, e-commerce and commercial sales, or any business that otherwise competes, directly or indirectly, with the Seller’s Business.

3.7Financial Statements; Inventory; PPP Loans; EIDL Loans.

3.7.1Schedule 3.7.1 attaches or will attach audited consolidated financial statements of the Seller for each of 2019 and 2020 (the “Audited Financial Statements” to be attached at Closing), the Most Recent Balance Sheet (for the Effective Date and the Closing Date), and the unaudited consolidated financial statements of the Seller for the first quarter of 2021 (on the Effective Date), and for any additional completed quarter of 2021 at the time of Closing (the “Interim Financial Statements” and together with the Audited Financial Statements and the Most Recent Balance Sheets, the “Financial Statements”). For the avoidance of doubt, Schedule 3.7.1 will be updated to attach Financial Statements received after the Effective Date. The books and records of the Seller accurately reflect, in all material respects, the assets, liabilities, business, financial condition and results of operations of the Seller. The Financial Statements are consistent with the books and records of the Sellers, and accurately present the financial condition of the Seller as of the respective dates they were prepared and the results of the operations of the Seller for the periods indicated.
3.7.2Other than Obsolete Inventory or Slow-Moving Inventory, all Inventory of the Sellers, whether or not reflected on the Most Recent Balance Sheet, consists of a quality and quantity usable and saleable in the ordinary course of Seller’s business, except for obsolete items and items of below-standard quality which have been written-off or written-down to net realizable value on the Financial Statements.
21
Asset Purchase Agreement

22624124-v3



3.7.3Schedule 3.7.3 sets forth a complete and correct list of all outstanding PPP Loans and EIDL Loans for the Seller, as well as the outstanding balance thereof, as of the most recent date for which balances were available, and the status of any requests for forgiveness of such PPP Loans. The Seller has provided to the Buyer true, complete and correct copies of the Buyer’s application for the PPP Loans and EIDL Loans, and all information submitted to the PPP Lender and EIDL Lender in support thereof. To its Knowledge in good faith, Seller meets the eligibility requirements for application and receipt of the PPP Loan and EIDL Loan and is otherwise in compliance in all material respects with the CARES Act with respect to the same. Seller has used 100% of the proceeds of such PPP Loan solely for PPP Forgivable Uses, and has used the EIDL Loan solely for permitted purposes under the Covid-19 Economic Injury Disaster Loan terms pursuant to the CARES Act.
3.7.4The Seller has completed an application for the forgiveness of the PPP Loan reflecting that the Seller has used 100% of the proceeds of the PPP Loan for PPP Forgivable Uses, which application has been submitted, together with any and all required supporting documentation (collectively, with such application, a “Forgiveness Application”), to the PPP Lender and the PPP Lender has not rejected and has accepted the Forgiveness Application. Without limiting the foregoing, except for the consent of the PPP Lender, no other consent is required to be obtained from the PPP Lender and the Small Business Administration with respect to the PPP Loan in connection with the consummation of the transactions contemplated hereunder, and no default, event of default or similar condition that gives the PPP Lender or the Small Business Administration the right to accelerate the PPP Loan or reject the eligibility of all or a portion of the PPP Loan for forgiveness. The Seller is responsible for making its own independent judgment with respect to the PPP Loan and the process leading thereto and all considerations thereafter, including with respect to any application for forgiveness of the PPP Loan, and has not relied on Buyer or any of its respective Affiliates with respect to the PPP Loan and the process leading thereto and all considerations thereafter, including with respect to any application for forgiveness of the PPP Loan, and acknowledges and agrees that the Buyer and its Affiliates have not rendered services, or provided any advice, of any nature in connection with the PPP Loan, the CARES Act or the process leading thereto, any application for forgiveness or otherwise (and will not make any claim that any Buyer or any Affiliates thereof have rendered any such services or provided such advice).
3.7.5Without limiting the foregoing, except for the consent of the EIDL Lender, no other consent is required to be obtained from the EIDL Lender and the Small Business Administration with respect to the EIDL Loan in connection with the consummation of the transactions contemplated hereunder, and no default,
22
Asset Purchase Agreement

22624124-v3



event of default or similar condition that gives the EIDL Lender or the Small Business Administration the right to accelerate the EIDL Loan. The Seller is responsible for making its own independent judgment with respect to the EIDL Loan and the process leading thereto and all considerations thereafter, and has not relied on Buyer or any of its respective Affiliates with respect to the EIDL Loan and the process leading thereto and all considerations thereafter, and acknowledges and agrees that the Buyer and its Affiliates have not rendered services, or provided any advice, of any nature in connection with the EIDL Loan, the CARES Act or the process leading thereto (and will not make any claim that any Buyer or any Affiliates thereof have rendered any such services or provided such advice).

3.8Absence of Undisclosed Liabilities. The Business does not have any Indebtedness or liabilities (fixed or contingent, known or unknown, accrued or unaccrued) other than those enumerated in the Financial Statements.

3.9Taxes. Seller is a limited liability company which is classified for U.S. federal, State and local income tax purposes as a partnership. Seller has prepared and timely filed all Tax Returns required to be filed by it with respect to the Business and Assets, each such Tax Return has been prepared in compliance with all applicable laws and regulations, and all such Tax Returns are true, complete and accurate. All Taxes with respect to the Assets or Business due and payable by the Seller or its owners (whether or not shown or required to be shown on any Tax Return) have been timely paid, with or without permitted extensions of time to file any Tax Return. The Seller has or will have withheld and timely paid to the appropriate Governmental Authority all Taxes required to have been withheld and paid by it in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder, or other third party, and all Forms W-2 and 1099 required with respect thereto have been properly completed and timely filed. Schedule 3.9 attached hereto sets forth each jurisdiction in which Seller or its owners has filed, or will file for the current period, Tax Returns that relate to the Assets or the Business. There is no proceeding pending or, to Seller’s knowledge, threatened with respect to any Taxes for which the Seller or its owners have or may have any liability. The Seller (or its Members and/or Managers on behalf of Seller) have not waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency. There are no Liens for Taxes on any of the Assets. The Seller (i) is not a party to any Tax sharing, Tax allocation, Tax indemnity or similar contract other than any such contract entered into in the ordinary course of business the primary purpose of which is not related to Taxes, (ii) has never been a member of an affiliated, consolidated, combined, or unitary group and (iii) has no liability for the Taxes of any other Person. In accordance with and to the extent required by applicable law, the Seller has properly (x) collected and remitted all sales and similar Taxes with respect to sales made to its customers and (y) for all sales that are exempt from sales and similar Taxes and that were made without charging or remitting sales or similar Taxes, obtained, filed or delivered, as the case may be, valid sales and other transfer tax exemption certificates for all transactions in which the Seller or any customer of the Seller has relied on such certificates for exemption from sales or similar
23
Asset Purchase Agreement

22624124-v3



transfer taxes; and each such exemption certificate was correct and complete in all material respects at the time of the applicable sale or other transfer. The Seller (or its Members and/or Managers behalf of Seller) are not currently the beneficiary of any extension of time within which to file any Tax Return. There have never been any claims by any Governmental Authority in a jurisdiction where the Seller or its owners do not file Tax Returns that any of them is or may be subject to taxation by that jurisdiction. Seller or its owners are not a “foreign person” within the meaning of Section 1445 of the Code. The Seller or its owners are not subject to any private ruling of the Internal Revenue Service or comparable ruling of another Governmental Authority. The Assets do not include any stock or other equity interests in any Person. No power of attorney that is currently in effect has been granted by the Seller that will remain in effect after the Closing (other than powers of attorney granted to a payroll provider). None of the Assets is tax-exempt use property within the meaning of Section 168(h) of the Code. None of the Assets is (i) required to be treated as owned by another person pursuant to the so-called “safe harbor lease” provisions of former Section 168(g)(1)(A) of the Internal Revenue Code of 1954, as amended, or (ii) subject to Section 168(g)(1)(A) of the Code, (iii) subject to a disqualified leaseback or long-term agreement as defined in Section 467 of the Code, or (iv) subject to any long term contract within the meaning of Code Section 460. The Seller is not currently, and has not been, a party to any “listed transaction” or “reportable transaction” as defined in Section 6707A(c)(2) of the Code and Section 1.6011-4(b)(2) of the Treasury Regulations (as modified by published IRS guidance).

3.10Contracts. The Seller has delivered to the Buyer a complete and accurate copy of all “Acquired Contracts” and “Excluded Contracts,” which together constitute all contracts to which Seller is a party, and listed the same in Schedules 3.10(a) and 3.10(b), respectively, showing for each, the names of the parties, the name of the contract and the effective date of the same. With respect to each Acquired Contract and Excluded Contract: (i) the agreement is legal, valid, binding and enforceable against the Seller and to Seller’s knowledge the other party or parties thereto and in full force and effect; (ii) each Acquired Contract is assignable by Seller to the Buyer without the consent or approval of the counterparty(ies) thereto or any other third party or Governmental Authority (except as specified in Schedule 3.10(c)); and (iii) neither the Seller nor, to Seller’s knowledge, any other party to each Acquired Contract or Excluded Contract, is in breach or violation of, or default under, any such Acquired Contract or Excluded Contract, and no event has occurred, is pending or, to the Seller’s knowledge is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Seller or, to Seller’s knowledge, any other party under such Acquired Contract or Excluded Contract.
3.11Customers and Suppliers. Schedule 3.11 sets forth a list of (a) Seller’s top twenty customers based on the revenues derived from customers during the 12-month period immediately prior to the Effective Date and the amount of revenues accounted for by each such customer during such period (each a “Material Customer” and collectively, the “Material Customers”), and (b) each supplier that is Seller’s sole and exclusive supplier of any material product or service supplied to Seller, as well as Seller’s top twenty suppliers based on the
24
Asset Purchase Agreement

22624124-v3



payments made to such suppliers during the 12-month period immediately prior to the Effective Date and the amount of payments made to each such supplier during such period (each a “Material Supplier” and collectively, the “Material Suppliers”). No such Material Customer or Material Supplier has provided Seller with written notice (or to Seller’s knowledge, oral notice) within the past year that it will stop, or decrease the rate of, buying or supplying products or services to or from Seller. In the past year, there has not been any (x) loss of a Material Supplier or Material Customer, or (y) to the Seller’s knowledge, indication from any Material Supplier or Material Customer that it intends to (i) materially reduce the level of business which it does with Seller, (ii) amend the material terms of any agreement between such supplier or customer and Seller, or (iii) terminate or not renew any Contract it may have with Seller.

3.12Warranties. No product or service sold or delivered by Seller is subject to any guaranty, warranty, right of return, right of credit or other indemnity.
3.13Intellectual Property.
3.13.1Schedule 3.13.1 lists all material Intellectual Property owned or purported to be owned by Seller and identifies all applications or registrations therefor including without limitation all patents, patent applications, material unregistered copyrights, copyright registrations or applications therefor, mask work registrations or applications therefor, common law trademarks and service marks, registrations and applications for trademarks and service marks, domain name registrations, and social media accounts for Seller. Such Schedule also provides, where applicable, the specific owner of record for each item, the current status, the jurisdiction, and deadlines associated with maintenance or prosecution coming due in the next 6 months.

3.13.2The Seller owns or has the right to use all Intellectual Property necessary to operate the Business (the “Seller IP”) and all such ownership or rights (in the case of licensed Intellectual Property) in the Seller IP is included in the Assets. The Seller has taken reasonable measures to maintain in confidence all trade secrets and confidential information, that it owns or uses and is in compliance with any non-disclosure or similar contracts that it has entered into. No other person or entity has any rights to any of the Intellectual Property owned or purported to be owned by the Seller (except pursuant to agreements or licenses specified in Schedule 3.13.4), and, to Seller’s knowledge, no other person or entity is infringing, violating or misappropriating any of the Intellectual Property owned or purported to be owned by the Seller.
3.13.3Neither the operation of the Business nor any of the Intellectual Property owned by or purported to be owned by the Seller, or the marketing, distribution, provision or use thereof, infringes or violates, or constitutes a
25
Asset Purchase Agreement

22624124-v3



misappropriation of, any Intellectual Property rights of any person or entity. Schedule 3.13.3 lists any written complaint, claim or notice, or written threat thereof, received by the Seller in the past three (3) years alleging any infringement, violation or misappropriation of any Intellectual Property rights of any person or entity by the Seller.

3.13.4Schedule 3.13.4 identifies each license or other agreement pursuant to which the Seller has granted a right to any third party, including license, sublicense, distribution, or other rights to any third party with respect to, any of the Seller IP. Except as explicitly identified in Schedule 3.13.4, the Seller has not agreed to indemnify any person or entity against any infringement, violation or misappropriation of any Intellectual Property rights.
3.13.5Other than off the shelf software programs licensed by the Seller pursuant to “shrink wrap” or “click-through” licenses, Schedule 3.13.5 identifies each item of Intellectual Property used or held for use by the Seller that is owned by a party other than the Seller, and the license or agreement pursuant to which Seller uses it. The Seller does not own any proprietary software.
3.13.6All of the Intellectual Property owned or purported to be owned by Seller has been created by (i) employees of the Seller within the scope of their employment by the Seller and either governed by the doctrine of work-for-hire or expressly assigned to Seller in a written and enforceable assignment; or (ii) independent contractors of the Seller who have executed written and enforceable agreements providing a present assignment of all right, title and interest in such Intellectual Property to the Seller. No party other than the Seller owns any of the Intellectual Property owned or purported to be owned by Seller. No person owns any of the Seller IP except for Seller.
3.13.7In connection with any collection or use of personally identifiable information from third parties, which is described on Schedule 3.13.7, the Seller has complied with (i) all applicable laws in all relevant jurisdictions including without limitation all laws relating to privacy and data protection; (ii) all industry guidance and best practices, and (ii) its publicly available privacy policy relating to the collection, storage, use and transfer of all personally identifiable information collected by the Seller. There have been no security incidents related to any personally identifiable information collected or held by Seller including without limitation any actual or suspected unauthorized access to or use of any of Seller’s Internal Systems or any personally identifiable information held by Seller.

3.14Absence of Certain Changes or Events. Since December 31, 2020, there have been no events or changes giving rise to a Material Adverse Effect and Seller has operated the Business
26
Asset Purchase Agreement

22624124-v3



in the ordinary course consistent with past practices. Without limiting the generality of the foregoing, except as disclosed on Schedule 3.14, since December 31, 2020:

    (a) Seller has not entered into any contract involving more than $10,000 in payments to or from Seller in any given calendar year, or any contract outside the ordinary course of business, or ordered Inventory outside of the ordinary course of business,

    (b) No party (including Seller) has terminated, cancelled, or amended, modified or accelerated any Acquired Contract,

    (c) Seller has not imposed or become subject to any Liens upon any of its assets or property, other than Permitted Liens,

(d) Seller has not created, incurred, assumed, or guaranteed any Indebtedness,

    (e) Seller has not sold leased, transferred, or assigned any of its material assets, other than sales of inventory in the ordinary course of business,

    (f) Seller has not made any material change in accounting policies, principles, or methodologies or in the manner Seller keeps its books and records or any change by Seller of its current practices with regard to accounting for sales, receivables, payables, or accrued expenses (including any change in depreciation or amortization policies or rates),

    (g) Seller has not failed to pay and discharge any current liabilities or agree with any party to extend the payment of any current liabilities,

    (h) Seller has not, other than with respect to this Agreement, sold, assigned, transferred, leased, licensed, or otherwise disposed of, or agreed to sell, assign, transfer, lease, license, or otherwise dispose of, any asset or property having a value in excess of $10,000 individually, or $25,000 in the aggregate,

    (i) Seller has not made any capital expenditure or commitment for additions to property and equipment or intangible capital assets in excess of $25,000, individually, or $50,000 in the aggregate,

    (j) Seller has not (i) increased the base salary, annual bonus, benefits or any other form of
compensation payable to any of the Seller's Employees or (ii) entered into, adopted or, except as and to the extent required by applicable Law, amended any Seller Plan,

    (k) Seller has not entered into any collective bargaining agreement or relationship with any labor organization, and

27
Asset Purchase Agreement

22624124-v3



    (l) Seller has not authorized or entered into any contract to do any of the foregoing.

3.15Litigation. Except as set forth on Schedule 3.15, Seller is not a party to any pending or, to the knowledge of Seller, threatened action, suit, proceeding or investigation, at law or in equity or otherwise in, for or by any court or other Governmental Authority; nor, to the knowledge of Seller, does any basis exist for any action, suit, proceeding or investigation. The Business and Assets are not subject to any decree, judgment, order, law or regulation of any court or other governmental body. There is no action, proceeding, or investigation pending or threatened, or any basis therefor known to Seller, that questions the validity of the Agreement and Exhibits or the right of Seller and Principals to enter into the Agreement and the Exhibits or to consummate the transactions contemplated by the Agreement and the Exhibits.

3.16Affiliate Transactions. Except as set forth on Schedule 3.16, no officer, employer, director or affiliate of the Seller or Principals (nor any ancestor, sibling, descendant or spouse of any of such persons, or any trust, partnership or corporation in which any of such Persons has or has had an economic interest) has or has had, directly or indirectly, (i) an economic interest in any person that purchases from or sells or furnishes to, the Seller, any material goods or services, or (ii) a beneficial interest in any Acquired Contract or Excluded Contract to which the Seller is a party or by which its properties or assets are bound.

3.17Environmental Matters.
3.17.1The Seller has complied with all applicable Environmental Laws. There is no pending or, to Seller’s knowledge, threatened civil or criminal litigation, written notice of violation, formal administrative proceeding, or investigation, inquiry or information request by any Governmental Authority, relating to any Environmental Law involving Seller, any Permits or the Assets.

3.17.2The Seller has no liabilities or obligations arising from the release of any Materials of Environmental Concern into the environment or from the storage, disposal or handling of any Materials of Environmental Concern.

3.17.3The Seller is not a party to or bound by any court order, administrative order, consent order or other agreement with any Governmental Authority entered into in connection with any legal obligation or liability arising under any Environmental Law.

3.17.4The Seller is not aware of any material environmental liability of any solid or hazardous waste transporter or treatment, storage or disposal facility that has been used by the Seller.
3.18Real Property Leases. Schedule 3.18 lists all leases and subleases for real property to which Seller is a party (collectively, the “Leases”) and lists the term of each such Lease, any
28
Asset Purchase Agreement

22624124-v3



extension options, and the rent payable thereunder. The Seller has delivered to the Buyer complete and accurate copies of all Leases. The premises leased by Seller under each such Lease is suitable for use in the ordinary course of business of the Business as currently conducted and, to Seller’s knowledge, is not subject to any material damage (other than ordinary wear and tear). With respect to each Lease: (a) there are no oral agreements, forbearance programs or to Seller’s Knowledge, disputes in effect as to such Lease, in each case between Seller and the counterparty thereto; and (b) to Seller’s knowledge, there is no Lien, easement, covenant or other restriction applicable to the real property subject to such Lease which would reasonably be expected to materially impair the current uses or the occupancy by the Seller of the property subject thereto.

3.19Limitations on Transferability. Seller acknowledges that the Shares are being issued pursuant to exemption from registration as securities under applicable federal and state law. Seller covenants that in no event will Seller dispose of any of the Shares (other than pursuant to Rule 144 or any similar or analogous rule) without the prior written consent of Issuer, which shall not unreasonably be withheld, conditioned or delayed. The stock certificate representing the Shares shall display the following legend:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS, AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) AN EXEMPTION FROM SUCH REGISTRATION EXISTS AND THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS.”

3.20Accredited Investor. Seller hereby warrants that it is an Accredited Investor under the Securities Act of 1933 (the “Act”).
3.21No Registration of Shares. Seller is aware that the Shares have not been registered under the Act, and that the Shares are deemed to constitute “restricted securities” under Rule 144 promulgated under the Securities Act (“Rule 144”). Seller also understands that the Shares are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon Seller’s representations contained in this Agreement.
29
Asset Purchase Agreement

22624124-v3



3.22Purchase for Own Account. As of the Closing, Seller is acquiring the Shares for its own account and has no present intention of distributing or selling the Shares, except as permitted under the Act and applicable state securities laws.
3.23Knowledge and Experience. Seller has sufficient knowledge and experience in business and financial matters to evaluate the Buyer and the Issuer, its existing and proposed activities and the risks and merits of this investment. Seller has the ability to accept the risk inherent in this type of investment.
3.24Adequate Review. Seller hereby represents and warrants to the Issuer and the Buyer that: (i) it has been advised by the Issuer to review the periodic reports, and filings made by the Issuer under the Securities Exchange Act of 1934 together with other public filings the Issuer has made on the SEC EDGAR system; (ii) that all documents, records, and books pertaining to the acquisition of the Shares as may have been requested by the Seller have been made available or delivered to, and have been examined by, the Seller; (iii) it has received all of the information it has requested from Buyer or Issuer that it considers necessary or appropriate for deciding whether to acquire the Shares; (iv) it has had an opportunity to ask questions and receive answers from Buyer and Issuer regarding the Shares; (v) it has not relied upon the Issuer, the Buyer or any of their respective representatives for any such investigation or assessment of risk; and (v) it understands the significant risks of this investment, including but not limited to the fact that the value of the Shares can increase or decrease after the date of issuance.

3.25 Independent Investigation. Seller represents that, except as set forth in this Agreement, no representations or warranties have been made to Seller by the Buyer, the Issuer or any of their respective officers, directors or agents, employees or affiliates of any of them, and that in entering into this transaction, the Seller is not relying upon information other than that contained in this Agreement and the results of its own independent investigation.
3.26Capacity to Protect Own Interests. Seller has the capacity to protect its own interests in connection with the acquisition of the Shares by virtue of its business or financial expertise.
3.27Residence. Seller represents that the office of Seller in which its investment decision was made is located at the address of Seller set forth on the signature page hereto.
3.28Brokers and Finders. The Seller represents that it has not retained any Brokers in connection with the transactions contemplated hereby.
3.29Employees.
3.29.1Schedule 3.29.1 contains a list of all employees of the Seller (the “Seller Employees”), and with respect to each such Seller Employee, the date of hire, position and the annual rate of compensation (including wages, commissions and bonus opportunity); vacation accrued as of a recent date; and service
30
Asset Purchase Agreement

22624124-v3



credited as of a recent date for purposes of vesting and eligibility to participate under any Seller Plan; and all bonuses and any other amounts to be paid by the Seller at or in connection with the Closing. Schedule 3.29.1 also sets forth the legal employment status of each Seller Employee who is not a U.S. citizen.

3.29.2Each such agreement referenced in the preceding sentence is assignable by the Seller to the Buyer, without the consent or approval of any party and will continue to be legal, valid, binding and enforceable and in full force and effect immediately following the Closing to the same extent as in effect immediately prior to the Closing. No Seller Employee has been promised, orally or in writing, any increase in compensation, bonus or benefits, and no Seller Employee has indicated to the Seller any dissatisfaction with his or her current compensation level. To the knowledge of the Seller, no Seller Employee has any plans to terminate employment with the Seller (other than for the purpose of accepting employment with the Buyer following the Closing) or not to accept employment with the Buyer.

3.29.3Schedule 3.29.3 sets forth a true and complete list of all independent contractors of the Seller, including for each such independent contractor, the contractor’s beginning service date, the beginning and end of any prior terms of service and the current compensation payable to such contractor.

3.29.4Except as set forth in Schedule 3.29.4, the Seller is, and at all times has been, in compliance with all applicable Laws relating to employees and employment matters, including applicable wage and hour Laws, nondiscrimination Laws and immigration Laws. There are no pending, or the knowledge of the Seller, threatened, complaints before any employment standards tribunal or human rights tribunal, court or employment tribunal and there are no pending or threatened workers’ compensation, discrimination or other employee claims. All individuals characterized and treated by the Seller as independent contractors are properly treated as independent contractors under all applicable Laws. The Seller has maintained all records required by applicable Law and good human resources practices regarding the employment of each Seller Employee. The Seller has provided all Seller Employees with all wages, benefits, service payments, per diem, relocation benefits, commissions, equity, stock options, bonuses and incentives and any and all other compensation (in whatever form or nature) which became due and payable through the date of
this Agreement and in compliance with all Laws.

3.29.5The Seller is not a party to nor is bound by any collective bargaining agreement, nor has it experienced any strikes, grievances, claims of unfair labor practices or other collective bargaining disputes. The Seller has no
31
Asset Purchase Agreement

22624124-v3



knowledge of any organizational effort made or threatened, either currently or within the past three years, by or on behalf of any labor union with respect to Seller Employees.

3.30Seller Plans.
3.30.1Schedule 3.30.1 contains a complete and accurate list of each Seller Plan. Complete and accurate copies of (i) all Seller Plans which have been reduced to writing, (ii) written summaries of all unwritten Seller Plans, and (iii) all related trust agreements, insurance contracts and summary plan descriptions have been delivered or made available to the Buyer.

3.30.2Each Seller Plan is and at all times has been operated and maintained in material compliance with its terms and the requirements of applicable Law, including the Code and ERISA. With respect to each Seller Plan, as of the Closing Date, all contributions and other payments (including all premiums, employer contributions and employee salary reduction contributions) required to be made to, under or with respect to each Seller Plan for any period ending on the Closing Date will have been made, and there are no pending or, to the Knowledge of the Seller, threatened, Actions with respect to the Seller Plans other than routine claims for benefits. The Buyer shall not be subject to any Liability with respect to a Seller Plan.

3.30.3At no time has the Seller or any ERISA Affiliate been obligated to contribute to any “multiemployer plan” (as defined in Section 4001(a)(3) of ERISA), any defined benefit plan subject to the provisions of Section 412 of the Code, any “multiple employer welfare arrangement” (as defined in Section 3(40) of ERISA), or any multiple employer plan (as defined in Section 413(c) of the Code).

3.30.4There are no unfunded obligations under any Seller Plan providing benefits after termination of employment to any Seller Employee (or to any beneficiary of any such Seller Employee), including but not limited to retiree health coverage and deferred compensation, but excluding continuation of health coverage required to be continued under Section 4980B of the Code or other applicable law and insurance conversion privileges under state law.

3.30.5The execution and delivery of this Agreement and performance of the transactions contemplated hereby will not (either alone or upon the occurrence of any additional or subsequent events) (i) entitle any current or former Seller Employee to severance pay, or a transaction or retention bonus, unemployment compensation or any other payment or additional compensation, (ii) accelerate the time of payment or vesting, or increase the
32
Asset Purchase Agreement

22624124-v3



amount of compensation due any such employee, officer, director or independent contractor, or (iii) result in any breach or violation of, or a default under, any Seller Plan.

3.31Full Disclosure. The representations and warranties of Seller and Principals contained in this Agreement and the schedules hereto, when read together, do not contain any untrue statement of a material fact or omit any material fact necessary to make the statements contained therein or herein in view of the circumstances under which they were made not misleading.

4.REPRESENTATIONS AND WARRANTIES OF BUYER AND ISSUER

Buyer and Issuer hereby jointly and severally represent and warrant to Seller and Principals the following, which are true and correct as of the Effective Date, in each case except to the extent any such representations and warranties are specifically made as of a particular date (in which case such representations and warranties need only be true and correct as of such date):

4.1Corporate Organization and Authority. Buyer and Issuer are Delaware and Colorado Corporations, respectively, duly organized, validly existing, authorized to exercise their respective corporate powers, rights and privileges in Delaware and Colorado, and in good standing in the States of Delaware and Colorado, respectively.

4.2Authorization. All corporate action on the part of Buyer and Issuer, its officers, directors, and stockholders necessary for the authorization, execution, delivery, and performance of all obligations under this Agreement and for the issuance of the Shares has been taken, and this Agreement constitutes a legally binding and valid obligation of Buyer and Issuer, respectively, enforceable in accordance with its terms.

4.3Corporate Power. Buyer and Issuer have all requisite legal and corporate power and authority to execute and deliver this Agreement and Exhibits, to sell and issue the Shares, and to carry out and perform their respective obligations under the terms of the Agreement.

4.4Litigation. There is no action, proceeding, or investigation pending or threatened, or any basis therefor known to Buyer or Issuer, that questions the validity of the Agreement or the right of Buyer or Issuer to enter into the Agreement or to consummate the transactions contemplated hereby. No event has occurred, or circumstances exist that may give rise or serve as a basis for any such action.

4.5Brokers and Finders. Each of the Buyer and Issuer represents that it has not retained a Broker in connection with the transactions contemplated by this Agreement, and Buyer and Issuer shall jointly and severally indemnify, defend and hold Seller harmless from any breach of the representation herein set forth

33
Asset Purchase Agreement

22624124-v3



4.6No Conflicts. The execution, delivery and performance of this Agreement and its Exhibits, the consummation of the transactions contemplated hereby and thereby and the fulfillment of the terms hereof and thereof will not: (a) conflict with, or result in a breach or violation of the Buyer or Issuer organizational documents; (b) conflict with, or result in a default (or would constitute a default but for a requirement of notice or lapse of time or both) under any document, agreement or other instrument to which Buyer or Issuer is a party or result in the creation or imposition of any lien, charge or encumbrance on any of Buyer’s or Issuer’s properties pursuant to (i) any law or regulation to which the Buyer or Issuer or any of their property is subject, or (ii) any judgment, order or decree to which Buyer or Issuer is bound or any of its property is subject; or (c) violate any law, order, judgment, rule, regulation, decree or ordinance to which Buyer or Issuer is subject, or by which Buyer or Issuer is bound.

4.7Validity of Shares. As of the Closing, the Shares will be duly authorized and, when issued and paid for in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable to Seller, free of any liens, claims or other encumbrances, except for restrictions on transfer provided for herein or under the Act, or other applicable securities laws. The sale and issuance of the Shares hereunder is exempt from the registration requirements of the Securities Act and other applicable securities laws.

4.8Sufficient Funds. Buyer will have at the Closing (through existing credit arrangements, capital calls or otherwise) sufficient funds available to pay the Cash Purchase Price.

4.9Independent Investigation. Buyer has had the opportunity to conduct all such due diligence investigation of the Assets, Assumed Contracts and the Assumed Liabilities as Buyer deems necessary or advisable in connection with entering into this Agreement and the other transactions contemplated hereby and have conducted to Buyer’s satisfaction an independent investigation and verification of the current condition and affairs of the Assets, Assumed Contracts and the Assumed Liabilities.

4.10Exclusivity of Representations. The representations and warranties made by Buyer in this Article 4 and in any Exhibit, Schedule or certificate delivered pursuant hereto are the exclusive representations and warranties made by Buyer. Buyer hereby disclaims any other express or implied representations or warranties with respect to itself.

5.CLOSING CONDITIONS.
5.1Conditions to Buyer’s Obligations. The obligation of Buyer to consummate the transactions contemplated by this Agreement is subject to the satisfaction of the following conditions at or prior to the Closing, any of which may be waived only in writing by the Buyer in its sole discretion:
5.1.1Representations and Warranties.
34
Asset Purchase Agreement

22624124-v3



(a)Each of the Fundamental Representations shall be true and correct in all but de minimis respects on and as of the date hereof and at and as of the Closing as if made on and as of the Closing Date.
(b)Each of the representations and warranties contained in Article 3 (other than the Fundamental Representations), disregarding all materiality, Material Adverse Effect or similar qualifications or exceptions contained therein, shall be true and correct in all respects on and as of the date hereof and on and as of the Closing Date with the same effect as if made on and as of the Closing Date (other than such representations and warranties that are made as of a specified date, which representations and warranties shall be true and correct as of such date).
5.1.2Performance of Covenants. Each Principal and the Seller shall have performed in all of the covenants and agreements required to be performed by it under this Agreement prior to or at the Closing, including without limitation all conditions and deliverables listed in Section 2.7.2.
5.1.3No Orders or Proceedings. No order, rule, regulation or law shall have been entered or adopted or be in effect, and no proceeding shall be pending or overtly threatened by or before any Governmental Authority, that could reasonably be expected to enjoin, prevent, restrain or materially delay consummation of any of the transactions contemplated by this Agreement or the agreements contemplated hereby.
5.1.4No Material Adverse Effect. No fact, event, condition or circumstance has occurred or arisen since the date of this Agreement that, individually or in combination with any other facts, events, conditions or circumstances, has had or would reasonably be expected to have a Material Adverse Effect.
5.1.5Deliveries by Seller and the Principals. At the Closing, Seller and the Principals shall have delivered or caused to be delivered to Buyer:
(a)a certificate executed and delivered by a manager of the Seller, dated the date of the Closing, stating that the conditions specified in Sections 5.1.1, 5.1.2 and 5.1.4 have been satisfied as of the Closing; and
(b)such other documents and instruments as Buyer may reasonably require in order to effectuate the transactions that are the subject of this Agreement, including, without limitation, (i) an unqualified audit opinion of Seller’s Audited Financial Statements confirming that Seller’s Business (including, for this purpose, that of its
35
Asset Purchase Agreement

22624124-v3



affiliates also being purchased by Buyer on the Closing Date) generated no less than $5,000,000 in EBITDA during 2020, (ii) Interim Financial Statements confirming that Seller’s Business (including, for this purpose, that of its affiliates also being purchased by Buyer on the Closing Date) generated no less than $5,000,000 in EBITDA during the first half of 2021 and is on track to generate no less than $7,000,000 in EBITDA for fiscal year 2021, as supported by Seller’s books and records, and (iii) such other updated Exhibits and Schedules as provided for herein.
5.1.6 Inventory. The Inventory Team shall have completed a physical inventory and determined the Inventory value, which shall be binding upon the parties, prior to Closing.
        
All documents and instruments delivered to Buyer shall be in form and substance reasonably satisfactory to Buyer.

5.2Conditions to Seller’s and Principals’ Obligations. The obligation of Seller and Principals to consummate the transactions contemplated by this Agreement is subject to the satisfaction of the following conditions at or prior to the Closing, any of which may be waived only in writing by the Seller and Principals in their sole discretion:

5.2.1Representations and Warranties. Each of the representations and warranties contained in Article 4, disregarding all materiality, Material Adverse Effect or similar qualifications or exceptions contained therein, shall be true and correct in all respects on and as of the date hereof and on and as of the Closing Date with the same effect as if made on and as of the Closing Date (other than such representations and warranties that are made as of a specified date, which representations and warranties shall be true and correct as of such date).
5.2.2Performance of Covenants. Buyer shall have performed in all of the covenants and agreements required to be performed by it under this Agreement prior to or at the Closing, including without limitation all conditions and deliverables listed in Section 2.7.3.
5.2.3No Orders or Proceedings. No order, rule, regulation or law shall have been entered or adopted or be in effect, and no proceeding shall be pending or overtly threatened by or before any Governmental Authority, that could reasonably be expected to enjoin, prevent, restrain or materially delay consummation of any of the transactions contemplated by this Agreement or the agreements contemplated hereby.
6.TERMINATION.
36
Asset Purchase Agreement

22624124-v3



6.1Termination. This Agreement may be terminated at any time prior to the Closing as follows:

6.1.1by the mutual written consent of Buyer and Seller;

6.1.2by Buyer, if (i) a breach or failure to perform any material representation, warranty, covenant or agreement on the part of Seller or any Principal set forth in this Agreement shall have occurred which is not cured within thirty (30) days following Buyer’s written notice to Seller of such breach; and (ii) Buyer is not in material breach of any provision of this Agreement;

6.1.3by the Seller if (i) a breach or failure to perform any material representation, warranty, covenant or agreement on the part of the Buyer set forth in this Agreement shall have occurred which is not cured within thirty (30) days following the Seller’s written notice to the Buyer of such breach and renders impossible the satisfaction of one or more of the conditions set forth in Section 5.2 and (ii) Seller and Principals are not in material breach of any provision of this Agreement;

6.1.4by either the Buyer or the Seller if the Closing has not occurred on or before the date that is the later of (i) thirty days after the receipt by Buyer of Seller’s Audited Financial Statements, or (ii) sixty days after the Effective Date (collectively, the “Outside Date”), provided that the party seeking to terminate shall not be entitled to terminate pursuant to this Section 6.1.4 if the failure of the Closing to occur was primarily caused by the failure of the Buyer (if it is seeking to terminate) or Seller (if it is seeking to terminate) to perform in any material respect any of the covenants or agreements to be performed by it prior to the Closing; or

6.1.5by either Buyer or the Seller if a Law is enacted, adopted, promulgated or enforced that makes consummation of the transactions contemplated hereby illegal or otherwise prohibited or if the consummation of the transactions contemplated hereby would violate any order, law, rule or regulation of any Governmental Authority having competent jurisdiction.

In the event of termination pursuant to this Section 6.1, written notice thereof (describing in reasonable detail the basis therefor) shall forthwith be delivered to the other parties hereto.

6.2Effect of Termination. In the event of termination of this Agreement in accordance with Section 6.1, this Agreement shall immediately terminate and have no further force and effect and there shall be no liability on the part of any Party to any other Party under this Agreement, except that (a) the covenants and agreements set forth in this Section 6.2, the provisions of Article 9 (other than
37
Asset Purchase Agreement

22624124-v3



Section 9.12) and all definitions herein necessary to interpret any of the foregoing provisions shall remain in full force and effect and survive such termination indefinitely and (b) such termination shall not function as a release of liability for any willful, intentional and material breach by the Seller or any of the Principals of this Agreement prior to such termination.

7.EMPLOYMENT MATTERS.

7.1Independent Contractors and Employees. Effective upon the Closing, Buyer or one of its Affiliates (the “Hiring Entity”) shall offer employment to each of the employees listed in Exhibit I, which may be updated by mutual agreement the parties prior to the Closing Date, at a compensation amount to be determined by Buyer. Such offer of employment shall be conditioned upon each such employee’s successful (as determined by Buyer in accordance with its hiring policies maintained in the ordinary course of its business consistent with past practices) completion of the pre-employment screening required of all of the Hiring Entity’s employees. Any such Employee who accepts the Hiring Entity’s offer of employment described herein and successfully completes the pre-employment screening shall be deemed a “Hired Employee” effective as of the Closing. The Seller shall bear any and all obligations and liabilities under the WARN Act resulting from employment losses.

7.2Liabilities in Respect of Employees. Buyer shall have no liability for Seller’s liabilities in respect of accrued wages (including salaries, bonuses and commissions), severance pay, accrued vacation, sick leave or other benefits, or employee agreements of any type or nature on account of Seller, retention of or termination of independent contractors or employment of or termination of employees, and Seller and the Principals shall indemnify Buyer and Issuer and hold the same harmless against liability arising out of any claims for such pay or benefits or any other claims arising from Seller’s retention of or employment of or termination of such independent contractors or employees.
8.INDEMNITY

8.1Seller’s Indemnity. The Seller and Principals, jointly and severally, shall indemnify and hold harmless Buyer and Issuer, and their respective affiliates, parents, subsidiaries, officers, directors, successors, agents and assigns, from and against any and all losses, costs, expenses, liabilities, obligations, claims, demands, causes of action, suits, settlements and judgments of every nature, including the costs and expenses associated therewith and reasonable attorneys’ fees (“Buyer’s Damages”) which arise out of: (i) the breach of any representation or warranty made by Seller and/or Principals pursuant to this Agreement; (ii) the non-performance or breach, partial or total, of (x) any covenant made by Seller and/or Principals pursuant to this Agreement or (y) any of the terms of the Seller’s deliverables in Section 2.7.2; (iii) claims of any type or nature relating to the retention of the Business’ independent contractors or employment of the Business’ employees by Seller or any termination of such independent contractors or
38
Asset Purchase Agreement

22624124-v3



employees by Seller; (iv) the Retained Liabilities; (v) the ownership or operation of the Assets by Seller or in connection with the Business of Seller, in each case prior to the Closing Date or arising from acts or omissions occurring prior to the Closing Date; (vi) any PPP Loans and/or EIDL Loans; and (vi) Seller’s portion of the Transfer Taxes pursuant to Section 2.2.2. The representations and warranties of Seller herein set forth shall survive for a period of eighteen (18) months following the Closing Date (the “Claims Period”); provided, however, that the Claims Period with respect to any Fundamental Representation or fraud shall be sixty (60) months or the applicable statute of limitations, whichever is longer, and provided further that the Claims Period with respect to Section 3.9 (Taxes) and 9.17 (Tax Matters) shall survive the Closing Date for a period of sixty (60) days after the expiration of the applicable statute of limitations. Buyer shall not be entitled to indemnification pursuant to this Section  with respect to any breach or misrepresentation of any representation or warranty or other indemnification obligation until such time as its respective aggregate right to such indemnification exceeds Twenty-Five Thousand Dollars ($25,000) (it being agreed that in the event such threshold is reached and exceeded, Seller will be liable for losses from the first dollar of such amount).

8.2Buyer’s and Issuer’s Indemnity. Buyer and Issuer shall jointly and severally indemnify and hold harmless Seller from and against any and all losses, costs, expenses, liabilities, obligations, claims, demands, causes of action, suits, settlements and judgment s of every nature, including the costs and expenses associated therewith and reasonable attorneys’ fees (“Seller’s Damages”), which arise out of: (i) the breach by Buyer or Issuer of any representation or warranty made by Buyer or Issuer pursuant to this Agreement, (ii) the non-performance, partial or total, of any covenant made by Buyer or Issuer pursuant to this Agreement; (iii) the use or ownership of the Assets or the activities of or on behalf of the Buyer related to the Assets on and subsequent to the Closing Date (solely to the extent not arising from acts or omissions occurring prior to the Closing Date); (iv) Buyer’s portion of any Transfer Taxes pursuant to Section 2.2.2; and (v) any Assumed Liabilities.
8.3Adjustment to Purchase Price for Tax Purposes. The Parties shall treat any indemnity payment made under this Agreement pursuant to this Article 8 as an adjustment to the Purchase Price for all Tax purposes to the maximum extent permitted by applicable law. No party shall take any position on any Tax Return or filing, or before any Governmental Authority, that is inconsistent with such treatment unless otherwise required by any applicable law.

9.MISCELLANEOUS

9.1Allocation of Purchase Price. Schedule 9.1 sets forth the allocation agreed to by Seller and Buyer of the Purchase Price and Assumed Liabilities among the Assets being transferred by Seller to Buyer for purposes of determining the income tax consequences of the transactions contemplated by this Agreement. The Parties intend that Schedule 9.1 conform to the requirements of Section 1060 of the Internal Revenue Code, and they agree to be bound thereby
39
Asset Purchase Agreement

22624124-v3



and to act in accordance with it in the preparation and filing of Tax Returns (including Internal Revenue Service From 8594 and any exhibits thereto), information returns, schedules or other filings made with the Internal Revenue Service or other Governmental Authorities. Any adjustments to the Purchase Price pursuant to Section 2.3 or Article 8 shall be allocated in a manner consistent with this Section 9.1 and Schedule 9.1. Each Party shall promptly notify the other of any challenge by any Governmental Authority to any allocation pursuant to this Section 9.1.

9.2Confidentiality. No party hereto shall issue a press release or otherwise publicize the Agreement or transactions contemplated hereby or otherwise disclose the nature or contents of this Agreement until the Closing has occurred. From and after Closing, any such press release or other public announcement shall not be issued without the written approval of Buyer (which such approval shall not be unreasonably withheld, conditioned or delayed), except as may be required by law or any applicable listing agreement with a national securities exchange as determined in the good-faith judgment of the party or affiliate of a party proposing to make such release or communication (in which case, such party or affiliate of a party shall not issue or cause the publication of such press release or other public announcement without providing the other parties a reasonable opportunity to review and comment upon such press release or other public announcement).

9.3Expenses. Each party will pay its own costs and expenses, including legal and accounting expenses, related to the transactions provided for herein, irrespective of when incurred. In the event of any legal action to enforce any of the obligations set forth in the Agreement, the prevailing party shall be entitled to recover costs and reasonable legal fees.

9.4Notices. Any notice or other communication required or permitted hereunder shall be in writing and shall be deemed to have been duly given on the date of service if served personally or by email, or five days after the date of mailing if mailed by first class mail, registered or certified, postage prepaid. Notices shall be addressed as follows:

If to Issuer or Buyer:    GrowGeneration Corp. and
            GrowGeneration Michigan Corp.
            ATTN: Darren Lampert
    930 W 7th Ave, Suite A
    Denver, CO 80204

with a copy to        Robinson + Cole
            ATTN: Mitchell Lampert
            1055 Washington Boulevard
            Stamford, CT 06901

If to Seller:        HGS Sterling Heights LLC
            c/o HGS HOLDINGS, LLC
40
Asset Purchase Agreement

22624124-v3



ATTN: Rocky Shaeena
            2238 Auburn Road
            Shelby Township, MI 48317

with a copy to:        Elia Law, PLLC
ATTN: Salam Elia
550 West Merrill Street, Suite 100
Birmingham, MI 48009


or to such other address as a party has designated by notice in writing to the other party in the manner provided by this section.

9.5Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Michigan, without respect to its conflict of laws principles.

9.6Successors and Assigns. This Agreement and Exhibits and the rights of the parties hereunder and thereunder may not be assigned by any party without the prior written consent of the other parties, and shall be binding upon and shall inure to the benefit of the parties hereto and the successors and permitted assigns of Buyer, Issuer and the Seller, respectively.

9.7Entire Agreement; Counterparts. This Agreement, together with the schedules and Exhibits hereto, sets forth the entire understanding of the parties hereto with respect to the transactions contemplated hereby and thereby. Any and all previous agreements and understandings between or among the parties regarding the subject matter hereof or thereof, whether written or oral, are superseded and replaced by this Agreement. This Agreement may be executed in two or more counterparts (including those delivered by facsimile or other electronic means), each of which will be deemed an original, but all of which together will constitute one and the same instrument.

9.8Amendment. This Agreement shall not be amended or modified except by a written instrument duly executed by each of the parties hereto.

9.9Waiver. Any extension or waiver by any party of any provision hereto shall be valid only if set forth in an instrument in writing signed on behalf of such party. No waiver of any provision of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver.

9.10Schedules and Exhibits. Each of the Schedules and Exhibits to this Agreement is incorporated herein by this reference and expressly made a part of this Agreement.

41
Asset Purchase Agreement

22624124-v3



9.11Partnership. The relationship of the parties is that of “buyer”, “issuer” and “seller,” and nothing contained herein shall be deemed to create a partnership or joint venture between or among the parties.

9.12Specific Performance; Remedies. Each party hereto acknowledges that the other parties will be irreparably harmed and that there will be no adequate remedy at law for any violation by any of them of any of the covenants or agreements contained in this Agreement and its Exhibits, including the confidentiality obligations set forth in this Agreement or in any other agreement between any of the parties hereto. It is accordingly agreed that, in addition to any other remedies which may be available upon the breach of any such covenants or agreements, each party hereto shall have the right to obtain injunctive relief to restrain a breach or threatened breach of, or otherwise to obtain specific performance of, covenants and agreements of other parties contained in this Agreement. An action for specific performance must be commenced within ninety (90) calendar days from the other party’s breach of this Agreement (beyond the cure period), and failure to commence an action within the ninety (90) day period shall be deemed to have the non-breaching party waived its right to specific performance/injunctive relief.

9.13Severability. If any provision of this Agreement or any Exhibit or the application thereof to any person or circumstances is held invalid or unenforceable in any jurisdiction, the remainder hereof and thereof, and the application of such provision to such person or circumstances in any other jurisdiction, shall not be affected thereby, and to this end the provisions of this Agreement or Exhibit, as applicable, shall be severable.

9.14Further Representations. Each party to this Agreement acknowledges and represents that it has been represented by its own legal counsel in connection with the transactions contemplated by this Agreement, with the opportunity to seek advice as to its legal rights from such counsel. Each party further represents that it is being independently advised as to the tax consequences of the transactions contemplated by this Agreement and is not relying on any representation or statements made by any other party as to such tax consequences.
9.15Further Assurances. The parties shall, at any time from and after the Closing, upon the request of any other party and without further consideration, do, execute, acknowledge and deliver, and cause to be done, executed, acknowledged and delivered, all such further acts, deeds, instruments, assignments, transfers, conveyances, powers of attorney or assurances as may be reasonably required to evidence and make effective the transactions contemplated by this Agreement, including to transfer, convey, grant, and confirm to and vest in Buyer good title to all of the Assets, free and clear of all Liens (other than Permitted Liens).

9.16Consent to Jurisdiction.  Each party irrevocably submits to the exclusive jurisdiction of the federal and state courts of the County of Oakland, Michigan, for the purposes of any action, proceeding, suit, or claim arising out of this Agreement. Each party agrees to commence any such action, proceeding, suit, or claim in the state or federal courts of the County of Oakland, Michigan. Each party irrevocably and unconditionally waives any objection to the laying of
42
Asset Purchase Agreement

22624124-v3



venue of any action, proceeding, suit, or claim arising out of this Agreement or the transactions contemplated hereby in the state or federal courts of the County of Oakland, Michigan, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, proceeding, suit, or claim brought in any such court has been brought in an inconvenient forum.
9.17Tax Matters. The following provisions shall govern the allocation of responsibility as between the Buyer and the Seller for certain Tax matters following the Closing Date:
(a)The Buyer shall prepare and timely file all Tax Returns with respect to Property Taxes relating to the Assets for the Straddle Period.  The Buyer will provide such Tax Returns for the Straddle Period to the Seller at least fifteen (15) days before the due date for filing of any such Tax Returns for its review and comment (and the Buyer shall consider all reasonable comments of Seller in good faith).   The Buyer shall pay and discharge all Taxes shown to be due on such Tax Returns for the Straddle Period, subject to the indemnification rights of the Buyer under Section 8.1.  No later than ten (10) business days prior to the due date of such Tax Return, the Seller shall pay to the Buyer the amount of Taxes shown due on such Tax Return which is attributable to the pre-Closing portion of the Straddle Period.
(b)Seller shall include the income of the Business on Seller’s federal, state, and local income tax returns for all periods (or portions thereof) ending on or prior to the Closing Date and pay any federal, state, and local income taxes attributable to such income.
(c)Buyer shall include the income of the Business after the Closing Date on Buyer’s federal, state, and local income tax returns for all periods (or portions thereof) commencing after the Closing Date (provided that the Closing shall have occurred) and pay any income taxes attributable to such income.
(d)The amount of real property, personal property, and similar taxes (not based on income, profits or gains) relating to the Assets (“Property Taxes”), and any Tax refunds relating to such Property Taxes, attributable to the pre-Closing portion of any Straddle Period shall be determined based upon the relative number of days in the pre-Closing and post-Closing portions of such Straddle Period, in each case over the total number of days in such Straddle Period. For any Taxes other than Property Taxes (such as franchise Taxes, Taxes that are based upon or related to income or receipts or net income, Taxes based upon production or occupancy or imposed in connection
43
Asset Purchase Agreement

22624124-v3



with any sale or other transfer or assignment of property) for a Straddle Period the amount of any such Taxes attributable to the pre-Closing portion such Straddle Period shall be determined based upon a hypothetical closing of the taxable year on such Closing Date with the Closing Date being included in the pre-Closing portion of such Straddle Period. Notwithstanding any provision in this Agreement to the contrary, the Buyer shall not be required to make any payment or disbursal to Seller or any Governmental Authority relating to any Taxes attributable to the Assets or the Business for a taxable year (or portion thereof) ending on or before the Closing Date. Each party agrees to cooperate with each other party in paying or reimbursing their respective Tax obligations in accordance with this Section 9.17.
(e)The Buyer and Seller shall cooperate fully, as and to the extent reasonably requested by the other Party, in preparing and filing Tax Returns with respect to the Assets and the Business, including providing complete and accurate records concerning the Tax basis of the Assets and such other information as may be reasonably necessary with respect to the preparation and filing of such Tax Returns, and in connection with any audit or other proceeding with respect to Taxes related to the Assets or the Business. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such audit or other proceeding.

[Signature Page Follows]
44
Asset Purchase Agreement

22624124-v3






Asset Purchase Agreement

22624124-v3



IN WITNESS WHEREOF, the parties hereto have caused this Asset Purchase Agreement to be executed as of the Effective Date.
    
SELLER:                     BUYER:

HGS STERLING HEIGHTS LLC            GROWGENERATION MICHIGAN                                CORP.



By:                             By:                    
Rocky Shaeena, Manager                 Darren Lampert, CEO
                             

                            
ISSUER:
PRINCIPALS:
GROWGENERATION CORP.


_______________________                By:                    
Rocky Shaeena                          Darren Lampert, CEO




________________________
Christopher Kiryakoza



________________________
Tony Allos                    

22624124-v3




22624124-v3






EX-10.3 4 exhibit103_hgsalbionllcapa.htm EX-10.3 Document



Exhibit 10.3
FORM OF ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT (the “Agreement’) is made and entered into as of the 27th day of July, 2021 (the “Effective Date”) by and among GrowGeneration Michigan Corp., a Delaware corporation (“Buyer”), GrowGeneration Corp., a Colorado Corporation (“Issuer”), HGS Albion LLC, a Michigan limited liability company (“Seller”), Tony Allos (“Tony”), Christopher Kiryakoza (“Christopher”), and Rocky Shaeena (“Rocky”) (each of Tony, Christopher and Rocky individually being a “Principal” and collectively, the “Principals”).

R E C I T A L S

A.Seller is a limited liability company doing business as “HGS Hydro” and/or “Powered by HGS Hydro” including without limitation the business operated by Seller at 1402 N. Eaton St., Albion, MI 49224 (the “Business”).

B.The Business operates a hydroponics and gardening business.

C.Subject to the terms and conditions of this Agreement, Buyer is willing to purchase, and Seller is willing to sell, certain of the assets, rights and properties of the Business.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

AGREEMENT

1.DEFINITIONS. For the purposes of this Agreement, the terms set forth below shall have the following meanings:

1.1“Acquired Contracts” means all right, title, and interest in and to all of the contracts of Sellers, other than the Excluded Contracts.

1.2“Additional Consideration” means such number of the shares of Issuer’s restricted common stock equal to $1,750,000 at a price per share that is the lower of (i) the 90-day “VWAP” on the Effective Date or (ii) the price per share at the end of the day prior to Closing; which Additional Consideration Seller hereby agrees to assign to Principals under separate agreement.

1.3“Affiliate” means, with respect to any specified Person at any time, each Person directly or indirectly controlling, controlled by or under direct or indirect common control with such specified Person at such time. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

Asset Purchase Agreement
22624170-v3




1.4“Assets” shall be as defined in Section 2.1.

1.5“Cash” means all cash, cash equivalents (including marketable securities and short term investments), cash deposits (including any bank deposits in transit) of the Seller, determined in accordance with GAAP, less (i) any outstanding checks delivered by the Seller to any third party that have not been cashed as of the Closing Date and (ii) any customer deposits and restricted cash, including any restricted cash held in reserve pursuant to any letter of credit or held in escrow to guaranty any obligations of the Seller.

1.6“Cash Amount” means all Cash of the Seller as of immediately prior to the Closing Date.

1.7“Closing” shall be as defined in Section 2.7.
1.8“Closing Shares” shall mean such number of the shares of Issuer’s restricted common stock equal to $199,585 at a price per share that is the lower of (i) the 90-day “VWAP” on the Effective Date or (ii) the price per share at the end of the day prior to Closing.
1.9Code means the Internal Revenue Code of 1986, as amended.

1.10“Environmental Law” shall mean any federal, state or local law, statute, rule, order, directive, judgment, Permit or regulation or the common law relating to the environment, occupational health and safety, or exposure of persons or property to Materials of Environmental Concern, including any statute, regulation, administrative decision or order pertaining to: (i) the presence of or the treatment, storage, disposal, generation, transportation, handling, distribution, manufacture, processing, use, import, export, labeling, recycling, registration, investigation or remediation of Materials of Environmental Concern or documentation related to the foregoing; (ii) air, water and noise pollution; (iii) groundwater and soil contamination; (iv) the release, threatened release, or accidental release into the environment, the workplace or other areas of Materials of Environmental Concern, including emissions, discharges, injections, spills, escapes or dumping of Materials of Environmental Concern; (v) transfer of interests in or control of real property which may be contaminated; (vi) community or worker right-to-know disclosures with respect to Materials of Environmental Concern; (vii) the protection of wild life, marine life and wetlands, and endangered and threatened species; (viii) storage tanks, vessels, containers, abandoned or discarded barrels and other closed receptacles; and (ix) health and safety of employees and other persons.  As used above, the term “release” shall have the meaning set forth in CERCLA.

1.11“EIDL Lender” means The Small Business Administration, an Agency of the U.S. Government.

1.12“EIDL Loan” means a loan pursuant to the Covid-19 Economic Injury Disaster Loan, under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”).
2
Asset Purchase Agreement
22624170-v3




1.13“Employee Benefit Plan” means any “employee pension benefit plan” (as defined in Section 3(2) of ERISA), any “employee welfare benefit plan” (as defined in Section 3(1) of ERISA), and any other written or oral plan, agreement or arrangement involving direct or indirect compensation, including insurance coverage, cafeteria plan benefits, dependent care benefits, severance benefits, disability benefits, deferred compensation, bonuses, stock options, stock purchase, phantom stock, stock appreciation or other forms of incentive compensation or post-retirement compensation.

1.14 “Excluded Contract” means all the contracts of Sellers which are listed in Schedule 3.10(b).

1.15“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended.

1.16“ERISA Affiliate” shall mean any entity which is, or at any applicable time was, a member of (1) a controlled group of corporations (as defined in Section 414(b) of the Code), (2) a group of trades or businesses under common control (as defined in Section 414(c) of the Code), or (3) an affiliated service group (as defined under Section 414(m) of the Code or the regulations under Section 414(o) of the Code), any of which includes or included the Sellers.
1.17“Excluded Tax Liability” means: (i) Taxes of the Seller and its owners with respect to any taxable period; (ii) all Taxes related to or arising from the transactions contemplated under this Agreement or any other related agreement (other than the portion of Transfer Taxes for which Buyer is liable pursuant to Section 2.2.2); (iii) all Taxes that are the responsibility of Seller pursuant to Section 9.17; (iv) all Taxes asserted against the Assets or the Business for any Pre-Closing Period; and (v) all Taxes of another person with respect to the Assets or Business imposed on Seller as a transferee or successor, by contract, pursuant to any law, under Treasury Regulations 1.1502-6 or any similar provision of state, local or non-U.S. laws, or otherwise.
1.18“Fundamental Representation” means any representation or warranty set forth in Sections 3.1 (Organization; Authority; No Violation of Other Instruments.), 3.2 (Capitalization; Subsidiaries), 3.3 (Ownership and Delivery of Assets), 3.5 (Compliance with Laws), 3.13 (Intellectual Property), 3.17 (Environmental Matters), 3.20 (Accredited Investor), and 3.28 (Brokers and Finders).
1.19“Funds Flow” means that certain flow of funds dated as of the Closing Date by and between Seller, Principals, Buyer and Issuer setting forth the payments (including payment for any security deposit held by a landlord under an acquired lease and other closing date prorations) to be made by Buyer or Issuer, as applicable, at Closing, in such form and substance as reasonably acceptable to the Parties and attached hereto as Exhibit J.
3
Asset Purchase Agreement
22624170-v3




1.20“GAAP” shall mean generally accepted accounting principles of the United States of America consistently applied, as in effect from time to time.

1.21“Governmental Authority” means any federal, state, local or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that the rules, regulations or orders of such organization or authority have the force of Law), or any arbitrator, court or tribunal of competent jurisdiction.

1.22“Indebtedness” means the principal amount, plus any related accrued and unpaid interest, fees, premiums, penalties and costs, and other amounts payable (including rental payments), with respect to: (a) all indebtedness for borrowed money (including all outstanding amounts under notes, bonds, debentures, mortgages and similar instruments), (b) owed under a credit facility, (c) evidenced by any note, debenture or other debt security, (d) obligations in respect of capitalized leases, (e) obligations to pay the deferred purchase or acquisition price of property or services, other than trade accounts payable arising, and accrued expenses incurred, in the ordinary course of business and not more than 90 days overdue, including without limitation earn out or other contingent payment liabilities of the Seller, (f) the face amount of all letters of credit issued for the account of the Seller and, without duplication, all reimbursement or payment obligations with respect to letters of credit, surety bonds and other similar instruments for which the Seller is liable, (g) amounts payable or otherwise due to any Affiliate of the Seller, in each case, as of such date, (h) obligations in respect of any accrued interest, prepayment penalties, interest rate swap breakage costs, make-whole premiums or penalties and all costs and expenses associated with the repayment of any of the foregoing, (i) all indebtedness created or arising under any conditional sale or other title retention agreement, or incurred as financing, in either case with respect to property acquired by the Seller (even though the rights and remedies of the Seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (j) the principal balance outstanding under any synthetic lease, off balance sheet loan or similar off balance sheet financing product or (k) all direct or indirect liability, contingent or otherwise, of the Seller with respect to any other Indebtedness of another Person if the primary purpose or intent of incurring such Indebtedness, or the primary effect thereof, is to provide assurance to the obligee of such Indebtedness that such Indebtedness will be paid or discharged.

1.23“Intellectual Property” shall mean all intellectual property rights including without limitation:
1.23.1patents, patent applications, inventions, invention disclosures and all related continuation, continuation-in-part, divisional, reissue,
4
Asset Purchase Agreement
22624170-v3



reexamination, utility model, certificate of invention and design patents, patent applications, registrations and applications for registrations;
1.23.2trademarks, service marks, trade dress, Internet domain names, social media accounts, logos, trade names and corporate names and registrations and applications for registration thereof;
1.23.3copyrights and registrations and applications for registration thereof including without limitation works of authorship, website and social media content, packaging, and any other promotional and advertising materials;
1.23.4mask works and registrations and applications for registration thereof;
1.23.5computer software, (including all related code), interfaces, applications, data, databases and related documentation;
1.23.6trade secrets and confidential business information (such as formulations, recipes, and other confidential information), know-how, manufacturing and product processes and techniques, research and development information, financial, marketing and business data, pricing and cost information, business and marketing plans and customer and supplier lists and information;
1.23.7other proprietary rights relating to any of the foregoing (including remedies against infringements thereof and rights of protection of interest therein under the laws of all jurisdictions);
1.23.8all goodwill represented by and/or associated with any of the foregoing; and
1.23.9all copies and tangible embodiments of any of the foregoing.

1.24“Internal Systems” shall mean the internal information technology (IT) systems of the Seller that are used in the operation of the Business, including without limitation computer hardware systems and all equipment associated therewith, software applications, interfaces, databases and embedded systems.

1.25“Liens” shall mean all liens, charges, easements, security interests, mortgages, conditional sale contracts, equities, rights of way, restrictions, title defects, objections, claims or other encumbrances.

1.26“Material Adverse Effect” shall mean an event which has a material adverse effect on the condition, financial or otherwise, of the Assets, Business, prospects or results of operations of the Business.
5
Asset Purchase Agreement
22624170-v3



1.27“Materials of Environmental Concern” shall mean any:  pollutants, contaminants or hazardous substances (as such terms are defined under CERCLA), pesticides (as such term is defined under the Federal Insecticide, Fungicide and Rodenticide Act), fertilizers, solid wastes and hazardous wastes (as such terms are defined under the Resource Conservation and Recovery Act), chemicals, other hazardous, radioactive or toxic materials, oil, petroleum and petroleum products (and fractions thereof), or any other material (or article containing such material) listed or subject to regulation under any law, statute, rule, regulation, order, Permit, or directive due to its potential, directly or indirectly, to harm the environment or the health of humans or other living beings.
1.28“Most Recent Balance Sheet” shall mean the unaudited consolidated balance sheet of the Seller as of the Most Recent Balance Sheet Date.
1.29“Most Recent Balance Sheet Date” shall mean June 30, 2021 at the Effective Date and the last day of the month immediately preceding the Closing Date at Closing.

1.30“Obsolete Inventory” means any inventory on hand at the Closing that has not sold within the preceding twelve months from the Closing Date.

1.31“Permits” shall mean all permits, licenses, registrations, certificates, orders, approvals, franchises, variances and similar rights issued by or obtained from any Governmental Authority (including those issued or required under any Environmental Law, those relating to the purchase, possession, use or sale of any of the Assets, or the occupancy or use of owned or leased real property).

1.32“Permitted Liens” means (i) statutory Liens for Taxes reflected on the financial statements and that are not yet due and payable or are being contested in good faith and for which adequate reserves have been made with respect thereto, which are not yet due and payable; (ii) mechanics’, carriers’, workers’, repairers’ and similar liens arising or incurred in the ordinary course of business securing amounts that are not delinquent; (iii) Liens relating to Indebtedness which will be repaid at Closing in full and released; (iv) statutory Liens of landlords with respect to any premise leased pursuant to any lease arising or incurred in the ordinary course of business; and (v) easements, rights of way, zoning ordinances and other similar encumbrances affecting premises subject to each lease which do not, individually or in the aggregate, prohibit, or interfere in any material respect with, the current operation of the Business.

1.33“Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, any other business entity, or a governmental entity (or any department, agency, or political subdivision thereof).
6
Asset Purchase Agreement
22624170-v3



1.34“PPP Forgivable Uses” means uses of proceeds of a PPP Loan that are eligible for forgiveness under Section 1106 of the CARES Act and otherwise in compliance with all other provisions or requirements of the CARES Act applicable in order for such PPP Loan to be eligible for forgiveness.
1.35“PPP Lender” means [intentionally omitted].

1.36“PPP Loans” means any and all Paycheck Protection Program loans under the Small Business Administration 7(a) loan program received by the Seller in connection with the CARES Act, as supplemented by the Paycheck Protection Program and Health Care Enhancement (PPPHCE) Act.
1.37“PPP Loan Escrow Agreement” means the escrow agreement by and between the PPP Lender and the Seller, in the form provided by Seller to Buyer.

1.38“Pre-Closing Period” means any taxable period ending on or prior to the Closing Date, and with respect to any Straddle Period, the portion of such Straddle Period deemed to end on and include the Closing Date.

1.39“Retained Liabilities” shall mean any and all liabilities or obligations (whether known or unknown, absolute or contingent, liquidated or unliquidated, due or to become due and accrued or unaccrued, and whether claims with respect thereto are asserted before or after the Closing) of the Seller which are not Assumed Liabilities. The Retained Liabilities shall include, without limitation, all liabilities and obligations of the Seller:

1.39.1arising out of or relating to Excluded Assets, including without limitation Excluded Contracts, whether arising prior to or after the Closing;

1.39.2arising out of or attributable to any Excluded Tax Liability;

1.39.3for Seller Transaction Expenses (other than the portion of Transfer Taxes for which Buyer is liable pursuant to Section 2.2.2 as detailed herein);

1.39.4arising prior to the Closing under the Acquired Contracts, and all liabilities for any breach, act or omission by the Seller prior to the Closing under any Acquired Contract;

1.39.5arising out of events, conduct or conditions existing or occurring prior to the Closing that constitute a violation of or non-compliance with any law, rule or regulation, any judgment, decree or order of any Governmental Authority, or any Permit or that give rise to liabilities or obligations with respect to materials of environmental concern;

7
Asset Purchase Agreement
22624170-v3



1.39.6for any claims for wages or other benefits, bonuses, accrued vacation, workers’ compensation, deferred compensation, severance, retention, termination or other payments to any present or former employees, officers, directors, managers, retirees, independent contractors or consultants of Seller, including any liabilities of any Seller for employer FICA and unemployment taxes incurred and any liabilities for federal or state income tax and FICA taxes of employees of Seller which the Seller is legally obligated to withhold, and all liabilities resulting from the termination of employment of employees of the Seller prior to the Closing that arose under any federal or state law or under any Seller Plan established or maintained by the Seller;

1.39.7for payment of all bonuses for employees as of the Closing, where such Retained Liability shall consist of (i) the pro-rata portion of any annual bonuses due to non-Principal employees during 2021 (equal to the number of days that have transpired in 2021 from January 1 to the date of Closing, divided by 365, with such amount multiplied by the gross amount of annual bonuses due to such employees for fiscal 2021), and (ii) the total amount of any annual bonuses due to the Principals for fiscal year 2021, all as set forth on Schedule 1.39.7;

1.39.8with respect to any insurance policies, to indemnify any person or entity by reason of the fact that such person or entity was a director, officer, employee, or agent of the Sellers or was serving at the request of the Sellers as a partner, trustee, director, officer, employee, or agent of another entity (whether such indemnification is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses, or otherwise and whether such indemnification is pursuant to any statute, charter document, bylaw, agreement, or otherwise);
1.39.9for injury to or death of persons or damage to or destruction of property occurring prior to the Closing (including any workers compensation claim);
1.39.10for any guarantees (personal or otherwise), whether arising out of an Acquired Contract or otherwise; and

1.39.11for all Indebtedness of Seller, including without limitation all PPP Loans and EIDL Loans.

1.40“Seller’s knowledge” or any other similar knowledge qualification (whether of Seller or the Principals), means the actual knowledge of any of the Principals or managers of Seller after commercially reasonable inquiry of appropriate agents and of those employees of
8
Asset Purchase Agreement
22624170-v3



Seller who, by virtue of such employees’ job functions and duties, have or should have knowledge of the matter subject to such inquiry.

1.41“Seller Plan” shall mean any Employee Benefit Plan maintained, or contributed to, by the Seller, any Subsidiary or any ERISA Affiliate.
1.42“Seller Transaction Expenses” means (i) all of the fees, costs and expenses incurred by Seller, its members or managers or Principals in connection with, in anticipation of or incident to the negotiation, execution, and delivery of this Agreement or any agreements related hereto, or the transactions contemplated hereby or thereby, or in connection with or in anticipation of any alternative transactions with respect to the Seller, including all fees, costs and expenses payable to attorneys, financial advisors, accountants, consultants or other advisors and all obligations under any engagement letter or other agreement or understanding with any investment bank or broker, (ii) all payments by Seller or Principals to obtain any third party consent required under any Acquired Contract in connection with the consummation of the transactions contemplated by this Agreement, (iii) all obligations that arise in whole or in part as a result of the consummation of the transactions contemplated by this Agreement under any Acquired Contract, Excluded Contract or Seller Plan, including all change of control, severance, retention, stock appreciation, phantom stock or similar obligations or any other accelerations of or increases in rights or benefits, and all employer side payroll Taxes and mandatory matching obligations that are payable or incurred by Seller in connection with or as a result of the satisfaction of such obligations, and (iv) 50% of any Transfer Taxes that are the responsibility of the Seller pursuant to Section 2.2.2.
1.43“Shares” means, collectively, the Closing Shares and the Additional Consideration.

1.44“Slow-Moving Inventory” means inventory on hand with respect to any product that (i) is in excess of the average number of units of such product sold during the 12 months prior to the Closing, or (ii) is not used or sold at any of Buyer’s current locations. For avoidance of doubt, Slow-Moving Inventory shall not include any product that has not been on hand for at least twelve months.

1.45“Straddle Period” means any taxable period beginning on or before and ending after the Closing Date.
1.46“Target Working Capital Amount” shall be determined by the Parties following the pre-closing physical inventory described in Section 1.50 below.

1.47“Tax” means any (i) federal, state, local or foreign income, gross receipts, franchise, estimated, alternative minimum, add-on minimum, sales, use, transfer, real property gains, registration, value added, excise, escheat, unclaimed property, tax on “global intangible low-taxed income (as defined in Section 951A of the Code), natural resources, severance, stamp, occupation, premium, windfall profit, environmental, customs, duties,
9
Asset Purchase Agreement
22624170-v3



real property, personal property, shares, social security, unemployment, disability, payroll, license, employee or other withholding, or other tax, of any kind whatsoever and any fee, custom, impost, assessment, obligation, levy, tariff, charge or duty in the nature of a tax, including any interest, penalties or additions to tax or additional amounts in respect thereto, whether disputed or not, and (ii) any liability in respect of any items described in clause (i) immediately foregoing by reason of (A) being a transferee or successor or by having been a member of a combined, affiliated, unitary, consolidated or similar group or otherwise by operation of Law or (B) by contract or otherwise, in each case, under clauses (i) or (ii) immediately foregoing regardless of whether affirmatively asserted by a Governmental Authority.

1.48“Tax Return” means any form, return, declaration, report, claim for refund, information return certificate, bill, document, declaration of estimated Taxes, schedule or other information (including any schedule, appendix or attachment thereto) and any amendment thereof, required or permitted to be filed in connection with the imposition, determination, assessment or collection of any Tax or the administration, implementation or enforcement of or compliance with any Laws relating to any Tax.
1.49“Transfer Taxes” means, collectively, all transfer, documentary, sales, use, stamp, registration, conveyance, value added or other similar Taxes or charges (together with any related fee, penalties, interest and additions to such Taxes) arising out of or incurred in connection with, or associated with, this Agreement or the transactions contemplated by this Agreement.
1.50“Working Capital” means as of immediately prior to the Closing Date (a) the current assets (excluding any Cash Amount, any Tax assets, and any Excluded Assets) of the Seller, minus (b) the current liabilities (excluding Seller Transaction Expenses, Tax liabilities, Indebtedness, any intercompany payables and any Retained Liabilities) of the Seller. The calculation of Working Capital shall be prepared in accordance with GAAP. For illustrative purposes, an example calculation of Working Capital is set forth on Exhibit H (the “Working Capital Example”). The parties shall cause a physical inventory to be taken, and completed not more than one day before Closing, by individuals designated by Buyer (the “Inventory Team”).
1.51“Working Capital Deficit” means the amount by which the Working Capital is less than the Target Working Capital Amount.
1.52“Working Capital Surplus” means the amount by which the Working Capital is greater than the Target Working Capital Amount.

2.SALE AND PURCHASE OF ASSETS

2.1    Sale of Assets. On the terms and subject to the conditions of this Agreement and for the consideration set forth herein, Seller shall at the Closing, sell, convey, assign, transfer and deliver
10
Asset Purchase Agreement
22624170-v3



to Buyer, and Buyer shall purchase and acquire from Seller, all of the assets, rights and properties of any kind owned by the Seller, including without limitation those used in the Business, other than Excluded Assets (as defined below) (collectively, the “Assets”), in each case, free and clear of any and all Liens, other than Permitted Liens, including the Assets detailed below:

2.1.1Inventories. Subject to the immediately following sentence and except for Obsolete Inventory, all inventories of, finished goods, inventory for resale, supplies and repair materials of Seller (taken as a whole), as of the Closing Date (the “Inventory”) it being expressly agreed that all Obsolete Inventory will not be included in the Assets and will constitute Excluded Assets. In addition, Assets shall include Seller’s Slow-Moving Inventory, provided that, for purposes of calculating the Asset Purchase Price, any Slow-Moving Inventory included in the Assets will be valued at sixty percent (60%) of the applicable Seller’s actual cost. A summary of such Slow-Moving Inventory on hand as of July 19, 2021 is attached hereto as Schedule 2.1.1. For clarity, it is expressly agreed by the Parties that Seller has the right to keep all Obsolete Inventory, all of which shall constitute Excluded Assets.

2.1.2Fixed Assets and Tangible Personal Property. All fixed assets and tangible personal property of the Business (other than the Excluded Assets enumerated in Section 2.5) as it relates to this transaction, including all equipment, supplies, furniture, fixtures, hardware. A list of such fixed assets and tangible personal property is attached hereto as Schedule 2.1.2.

2.1.3Intangible Personal Property. All intangible property of the Seller as of the Closing (collectively, “Intangible Assets”) including without limitation, goodwill, software including all object and source code, data and databases, confidential and proprietary information including without limitation customer lists, customer files, customer records, vendor lists, files and records, trade and other association memberships, if any and to the extent transferable. A detailed list of such assets is attached hereto as Schedule 2.1.3.

2.1.4Contracts. All rights in and to all Acquired Contracts.
2.1.5Intellectual Property. Any and all Intellectual Property (i) owned or purported to be owned by Seller or that is licensed by Seller pursuant to any Acquired Contract; and (ii) owned by any of the Principals, if any, that is held for use in or used in the Business (the “Acquired IP”). The Acquired IP shall include, without limitation, the Intellectual Property identified in Schedule 3.13 and any Acquired IP that is identified in Schedule 2.1.3. In the event of any such Intellectual Property owned by Principals, Principals shall, for the consideration set forth herein, at the Closing, sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Principals, all such Intellectual Property related to the Business and held in the name of the Principals.

11
Asset Purchase Agreement
22624170-v3




2.2    Asset Purchase Price. Subject to the terms and conditions of this Agreement, and in full consideration for the transfer of such Assets at Closing, the aggregate purchase price (the “Purchase Price”) shall be: (a) the actual cost of Seller’s inventory minus Obsolete Inventory and including Slow-Moving Inventory to the extent determined according to Section 2.1.1, which is estimated to be $391,527; plus (b) the sum of $33,640 for Seller’s fixed assets; plus (c) $698,549 in cash; ((a), (b), and(c) together, the “Cash Purchase Price”); plus (e) the Closing Shares; plus (f) the Additional Consideration. The Purchase Price shall also be subject to any and all adjustments, if any, pursuant to Article 8.

2.2.1 Subject to the terms and conditions set forth herein, at the Closing:

    (a)    Buyer shall pay to the applicable obligees thereof, on behalf of the Seller and for Seller’s account, as a deduction from the Cash Purchase Price, the aggregate amount of Indebtedness outstanding as of the Closing and Seller Transaction Expenses, in each case as set forth on the Estimated Closing Statement;

    (b)    Buyer shall deduct from the Cash Purchase Price and deposit with an escrow agent designated by Buyer (the “Escrow Agent”), an amount equal to $19,960 (the “Adjustment Escrow Amount”), and such funds plus all income accrued thereon (the “Adjustment Escrow Fund”) shall be maintained by Escrow Agent to secure Seller’s obligations under Section 2.3 of this Agreement and shall be administered and payable in accordance with an escrow agreement by and among the Seller, Buyer and Escrow Agent in a form satisfactory to Buyer (the “Escrow Agreement”);

    (c)    Buyer shall deduct from the Cash Purchase Price the amount required by the PPP Lender and deposit the same in accordance with the PPP Loan Escrow Agreement; and

    (d)    Buyer shall pay to Seller the Estimated Closing Amount (as defined in Section 2.3.1 below).

2.2.2 Transfer Taxes. Buyer and Seller shall each pay 50% of any Transfer Taxes that may become payable in connection with the sale of the Assets to Buyer. Buyer shall timely file or cause to be timely filed all necessary tax returns with respect to Transfer Taxes, and the Seller will cooperate in filing such tax returns and reducing or eliminating such Transfer Taxes. The Seller shall pay 50% of the amount due with respect to such Tax Return to the Buyer no less than three (3) business days prior to the due date for filing thereof. Buyer and Seller will each use commercially reasonable efforts to avail itself of any available exemptions from any such Transfer Taxes.

2.2.3 Bulk Transfer Laws. The Seller shall indemnify and hold harmless the Buyer against any and all liabilities which may be asserted by any third parties against the Buyer as a result of noncompliance with any applicable bulk transfer statutes should any exist.
12
Asset Purchase Agreement
22624170-v3




2.3    Purchase Price Adjustment.
2.3.1. Estimated Closing Amount. At least three (3) business days before the Closing Date, the Seller shall prepare and deliver to Buyer a schedule (the “Estimated Closing Statement”) setting forth Seller’s good faith estimate of Working Capital, Indebtedness and Seller Transaction Expenses as of 12:01 a.m. on the Closing Date, in each case calculated in accordance with GAAP. The “Estimated Closing Amount” shall be (a) Cash Purchase Price, minus (b) the Seller’s good faith estimate of the outstanding amount of all Indebtedness as of immediately prior to the Closing, minus (c) the Seller’s good faith estimate of the Seller Transaction Expenses, minus (d) the Seller’s good faith estimate of the amount by which Working Capital is less than the Target Working Capital Amount, if any, plus (e) the Seller’s good faith estimate of the amount by which Working Capital is greater than the Target Working Capital Amount, if any minus (f) the Adjustment Escrow Amount, minus (g) any amounts shown on Schedule 1.39.7 that are accrued but not yet paid by Seller. The Seller and the Principals shall provide the Buyer and its representatives with reasonable access to the books and records of the Seller and shall cause the personnel of the Seller to reasonably cooperate with the Buyer and its representatives, the foregoing being for the purpose of, and to the extent necessary for, enabling the Buyer to review the Seller’s determination of all amounts and estimates in the Estimated Closing Statement and each component thereof. In the event Buyer disagrees with the Estimated Closing Amount, the Buyer shall (a) promptly notify the Seller in writing of such disagreement, setting forth the basis of such disagreement and (b) specify in reasonable detail the nature of its objections to the Sellers’ estimates. The Sellers and the Buyer in good faith shall seek to resolve in writing any objections set forth in the Buyer’s notice of disagreement prior to the Closing, and the Sellers shall make such revisions to the disputed items as may be mutually agreed between the Sellers and the Buyer; provided that if and to the extent that the Buyer and the Sellers have not resolved all such differences by the close of business on the Business Day prior to the anticipated Closing Date, the parties shall proceed to close based upon the Estimated Closing Statement as prepared by the Sellers (with such modifications as may have been mutually agreed between the Sellers and Buyer prior to the Closing Date) or as otherwise agreed to by the parties before the Closing Date.
2.3.2 Final Closing Statement.
    (a)    On or before the date that is ninety (90) days following the Closing Date, Buyer or its representatives shall prepare a schedule setting forth its determination of Working Capital, Indebtedness and Seller Transaction Expenses (the “Final Closing Statement”) and shall deliver the Final Closing Statement to the Seller. Working Capital shall be determined disregarding any effects on the assets and liabilities of the Seller of (i) purchase accounting adjustments arising from or resulting as a consequence of the consummation of the transactions contemplated hereby or (ii) any cash, cash equivalents, or stock contributed to Seller by Buyer or any of its Affiliates on the Closing Date.
13
Asset Purchase Agreement
22624170-v3



    (b)    Prior to the date which is thirty (30) days after Buyer’s delivery of the Final Closing Statement (the “Protest Date”), the Seller may deliver written notice to Buyer (the “Protest Notice”) setting forth any objections which the Seller may have to the Final Closing Statement. The Protest Notice shall specify in reasonable detail any contested amounts and the basis therefor and shall include a schedule setting forth the Seller’s determination of Working Capital, Indebtedness and Seller Transaction Expenses. If a Protest Notice is not delivered prior to the Protest Date, the Working Capital, Indebtedness and Seller Transaction Expenses as set forth on the Final Closing Statement shall be final, binding and non-appealable by the Sellers. If a Protest Notice is delivered prior to the Protest Date, any amounts not disputed therein shall be final, binding and non-appealable by the Seller. Upon receipt of the Final Closing Statement, the Seller and its accountants will be given reasonable access upon reasonable notice to the relevant books, records, workpapers and personnel during regular business hours for the purpose of verifying Working Capital, Indebtedness and Seller Transaction Expenses. The parties will thereafter negotiate any objections in the Protest Notice in good faith.
(c)    The “Final Closing Amount” shall be equal to (i) the Cash Purchase Price, minus (ii) the amount of Indebtedness as finally determined pursuant to this Section 2.3, minus (iii) the amount of Seller Transaction Expenses as finally determined pursuant to this Section 2.3.2, plus (iv) the amount, if any, by which the Working Capital as finally determined pursuant to this Section 2.3.2 (the “Final Working Capital”) is greater than the Target Working Capital Amount, minus (v) the amount, if any, by which the Final Working Capital is less than the Target Working Capital Amount, plus (vi) Buyer’s Hawthorne Adjustment. Within ten (10) days after the determination of the Final Closing Amount:
    (x)    If the Final Closing Amount is less than the Estimated Closing Amount, then such difference shall be disbursed from the Adjustment Escrow Fund to Buyer; provided, however, that if the amount of the funds in the Adjustment Escrow Fund is less than the amount payable to Buyer under this Section 2.3.2(c)(x), in addition to the payment of the entire Adjustment Escrow Fund to Buyer, Seller and Principals shall be jointly and severally obligated to pay to Buyer an amount equal to the balance of such difference not satisfied from the Adjustment Escrow Fund; or
    (y)    If the Final Closing Amount is greater than the Estimated Closing Amount, Buyer shall pay to Seller an amount equal to such difference.
(d)    Buyer agrees to work with and assist Seller to obtain rebates from Hawthorne Gardening Company (“Hawthorne”) for hitting purchasing targets during the period from October 1, 2020 through September 30, 2021 (the “Hawthorne Rebate”). In the event that Hawthorne fails to deliver all or a portion of the Hawthorne Rebate to Seller on or before December 31, 2021, Buyer agrees to deliver payment to Seller in an amount equal to fifty percent (50%) of the unpaid portion of the Hawthorn Rebate, which shall in no event, however, exceed an agreed cap (aggregated to include the rebates for all of Seller’s Affiliates to be purchased by Buyer on the Closing Date) of $300,000
14
Asset Purchase Agreement
22624170-v3



(“Buyer’s Hawthorne Adjustment”). Such payment, if any, shall be paid at the same time as delivery of the Final Closing Amount. Upon delivery of Buyer’s Hawthorne Adjustment to Seller, Buyer shall thereupon be entitled to reimbursement of fifty percent (50%) of all or any portion of the Hawthorn Rebate thereafter received by Seller or its Affiliates from Hawthorne.
    Within ten (10) days after the determination of the Final Closing Amount, Buyer and the Seller shall deliver a joint written instruction to the Escrow Agent instructing it to distribute all of the funds in the Adjustment Escrow Fund as follows: (A) to Buyer, the amount, if any, payable to Buyer under Section 2.3.2(d)(x), and (B) to Seller, the amount, if any, equal to all of the funds in the Adjustment Escrow Fund minus the amount, if any, payable to Buyer under Section 2.3.2(c)(x).
2.4    Intentionally Omitted.
2.5    Excluded Assets. Notwithstanding any term herein to the contrary, Seller is not selling, assigning, transferring, or delivering to Buyer, and Buyer is not purchasing, accepting, or acquiring from Seller, any assets specifically set forth below (the “Excluded Assets”):
a)all Cash of Seller, certificates of deposits, cash equivalents and bank accounts of the Sellers;
b)any and all rebates, refunds, awards, credit, or amounts due to Seller for business it conducted prior to the date of Closing;
c)any and all assets that may not be transferred to Buyer under applicable law;
d)any and all Excluded Contracts;
e)any and all Seller Plans;
f)any non-transferrable Permits;
g)Tax refunds to Seller attributable to Taxes paid by Seller in a Pre-Closing Period;
h)all Excluded Assets listed on Schedule 2.5.
2.6    Liabilities. Upon and subject to the terms and conditions of this Agreement, from and after the Closing the Buyer shall assume and become responsible solely for the obligations and liabilities under each Acquired Contract occurring from and after the Closing, to the extent that such obligations and liabilities do not arise from any breach, default or violation of such Acquired Contract by the Seller prior to the Closing (“Assumed Liabilities”). All other obligations and liabilities shall remain with and be the obligations and liabilities of the Seller. Notwithstanding the terms of this Section 2.6 or any other provision of this Agreement to the contrary, the Buyer shall not assume or become responsible for, and the Seller shall remain liable for the Retained Liabilities.
15
Asset Purchase Agreement
22624170-v3



2.7    Closing.
    2.7.1    Closing Date. Subject to the satisfaction or waiver of the conditions to Closing set forth in Section 5 (other than those to be satisfied at the Closing, but subject to their satisfaction or waiver at the Closing), the closing of the purchase and sale of the Assets (the “Closing”) shall be effected by exchanging true, complete and accurate copies of executed originals via electronic mail at 10:00 a.m. EST on the third Business Day following the satisfaction or waiver by the Party entitled to the benefit thereof of the conditions to Closing set forth in Error! Reference source not found. (other than those to be satisfied at the Closing, but subject to their satisfaction or waiver at the Closing), unless the Parties agree to effect the Closing at any other place, time or date. The date on which the Closing occurs is referred to herein as the “Closing Date” and the effective time at which the Closing occurs shall be 12:01 a.m. EST on the Closing Date.

2.7.2    Seller’s Deliveries at Closing. At the Closing, Seller will deliver or cause to be delivered to Buyer:

(a)A Bill of Sale in the form attached as Exhibit A-1 and Assignment and Assumption Agreement in the form attached as Exhibit A-2;

(b)A Manager Certificate in the form attached as Exhibit B duly executed by a duly authorized Manager of the Company, dated as of the Closing Date, certifying to the (i) organizational documents of the Seller (including the current limited liability company agreement and all amendments thereto), (ii) a certificate of good standing of the Seller issued by the Secretary of State of its organization within ten (10) days prior to the Closing Date, including a certified certificate of incorporation or comparable organizational document of Seller, (iii) the resolutions adopted by all of the manager(s) and members of the Seller authorizing Seller’s execution of this Agreement and the transactions contemplated hereby, and (iv) the incumbency of the manager of Seller executing this Agreement and the other transaction documents contemplated hereby by or on behalf of the Seller;

(c)Non-Disclosure and Non-Compete Agreements executed by Seller, Principals, and any non-Principal owners of Seller, in the form attached as Exhibit C;

(d)An Assignment of Intangible Assets and Intellectual Property Agreement executed by Seller in the form attached as Exhibit D (the “IP Assignment”);
(e)A countersigned copy of the employment agreements between Buyer and each of the Principals, respectively, in the forms attached hereto as Exhibit E-1, E-2, and E-3 (collectively, the “Employment Agreements”);

16
Asset Purchase Agreement
22624170-v3



(f)a Form W-9 duly executed by Seller;
(g)a clearance certificate or similar document(s) with respect to the relevant state and local tax jurisdictions in which the Seller is conducting the Business or holding any Assets;
(h)an executed payoff letter in a form as is acceptable to the Buyer in its reasonable discretion for all Indebtedness (other than Assumed Indebtedness and for the PPP Loan, but including the EIDL Loan), which include a per diem interest amount and an authorization (upon payment of such Indebtedness) to file all UCC termination statements and releases necessary to evidence satisfaction and termination of such Indebtedness and to enable the release of any Liens relating thereto, along with wire transfer instructions for each holder of such Indebtedness;
(i)a counterpart to the Funds Flow executed by Seller and Principals;
(j)Intentionally omitted;
(k)Intentionally omitted;
(l)An executed Escrow Agreement executed by Seller and Escrow Agent;
(m)A final copy of the Working Capital Example;
(n)Executed copies of all consents, approvals, orders or authorizations of, or registrations, declarations or filings with, or notices to, any Governmental Authority or other Person listed in Schedule 3.10(c), including without limitation the consent of the landlord under any Lease, which consent shall be obtained at Seller’s sole cost and expense;
(o)The Estimated Closing Statement;
(p)A copy of the fully executed PPP Loan Escrow Agreement by Seller and PPP Lender, and evidence reasonably satisfactory to Buyer that the escrow account for the PPP Loan is fully funded as required under SBA guidance and the PPP Lender has consented to the transactions contemplated by this Agreement;

(q)a non-foreign affidavit dated as of the Closing Date from the Seller, sworn under penalty of perjury and in form and substance required under the Treasury Regulations issued pursuant to Section 1445 of the Code stating that the Seller is not a “foreign person” as defined in Section 1445 of the Code (a “FIRPTA Certificate”);

17
Asset Purchase Agreement
22624170-v3



(r)The Financial Statements, to the extent not already provided; and

(s)Such other documents and instruments as may be reasonably requested to effect the transactions contemplated hereby.

Simultaneously with such deliveries, Seller shall use commercially reasonable efforts to take such steps as are necessary to put Buyer in actual possession and control of the Assets at Closing.

2.7.3    Buyer’s Deliveries at Closing. At the Closing, Buyer shall deliver or cause to be delivered to or for the benefit of Seller the following instruments:
    
(a) A wire transfer to be delivered to Seller in the total amount of the Estimated Closing Amount;

(b)Resolutions from the Buyer and Issuer authorizing consummation of the transactions contemplated by the Agreement in the form attached as Exhibit G-1 and G-2, respectively;

(c)evidence of book-entry delivery of the Closing Shares and Additional Consideration;

(d)A counterpart signature to each of the Employment Agreements executed by Buyer;
(e)A counterpart signature to the IP Assignment executed by Buyer;
(f)A counterpart signature to the Funds Flow executed by Buyer;

(g)An executed Escrow Agreement executed by Buyer; and
(h)Such other documents and instruments as may be reasonably requested to effect the transactions contemplated hereby.

3.REPRESENTATIONS AND WARRANTIES OF SELLER AND PRINCIPALS

Subject to the disclosures set forth in the Disclosure Schedules attached hereto, Seller and Principals, jointly and severally, represent and warrant to Buyer and Issuer that the statements contained in this Article 3 are true and correct as of the Effective Date and will be true and correct as of the Closing Date, in each case except to the extent any such representations and warranties are specifically made as of a particular date (in which case such representations and warranties need only be true and correct as of such date):

3.1Organization; Authority; No Violation of Other Instruments.
18
Asset Purchase Agreement
22624170-v3



3.1.1Seller is a limited liability company doing business as “HGS Hydro” and “Powered by HGS Hydro.” Seller is duly organized, validly existing and in good standing under the laws of the state of its formation, and has full power and authority to own, operate or lease the Assets of the Business. The Seller is duly qualified to conduct business under the laws of each jurisdiction in which the nature of the Business or the ownership of the Assets or ownership or leasing of its properties requires such qualification.
3.1.2The execution and delivery of this Agreement and the performance hereunder by Seller have been duly authorized by all necessary actions on the part of Seller and, assuming execution of this Agreement by Buyer and Issuer, this Agreement will constitute a legal, valid and binding obligation of Seller and Principals, duly enforceable against Seller and Principals, except as such enforcement may be limited by the application of bankruptcy, insolvency, reorganization, moratorium, or other laws affecting creditors’ rights generally and as such enforcement may be limited by the availability of specific performance and the application of equitable principles, regardless of whether enforcement is sought in a proceeding at law or in equity.

3.2Capitalization; Subsidiaries. All capital and voting interests in the Seller are owned by the Members as shown on Schedule 3.2. The Seller has no subsidiaries or parents.

3.3Ownership and Delivery of Assets. Seller is the true and lawful owner of the Assets and has all necessary power and authority to transfer the Assets to Buyer free and clear of all liens and encumbrances other than Permitted Liens. No other person will have on the Closing Date, any direct or indirect interest in any of the Assets. Upon delivery to Buyer of the Bill of Sale attached as Exhibit A-1, and other instruments of conveyance with respect to the Assets as indicated in Section 2.7.2, Buyer will acquire good and valid title to the Assets free and clear of all Liens other than Permitted Liens. The Assets are sufficient for the conduct of the Seller’s Business as presently conducted and together with the Excluded Assets comprise all of the assets and material rights of Seller currently used in the Business. Each tangible Asset is free from material defects, has been maintained, in all material respects, in ordinary course of Seller’s business, and is in good operating condition and repair (subject to normal wear and tear and routine maintenance) and is suitable for the purposes for which it presently is used.  Except as detailed on Schedule 3.3, the Seller does not own nor has it ever owned any real property or any interest in real property.
3.4Indebtedness. All of the Indebtedness of Seller as of the Effective Date is set forth in Schedule 3.4(a). Except as set forth on Schedule 3.4(b) (the “Assumed Indebtedness”), any and all Indebtedness as of the Closing Date, including Indebtedness in respect of which Liens encumber the Assets, shall be paid off in full or otherwise fully satisfied, before or at the Closing.

19
Asset Purchase Agreement
22624170-v3



3.5Compliance with Law; No Conflicts. The Seller holds and has at all times since inception of the Business held, all licenses, Permits and authorizations necessary for the lawful conduct of the Business pursuant to all applicable statutes, laws, ordinances, rules and regulations of all governmental bodies, agencies and subdivisions having, asserting or claiming jurisdiction over the Business or over any part of the Business’ operations, and to Seller’s knowledge, the Business is not in violation thereof. The Seller has not received written notice of violation of any decree, judgment, order, law or regulation of any court or other governmental body. Schedule 3.5 lists all Permits of the Seller, each of which is current and in good standing. The execution, delivery and performance of this Agreement and its Exhibits, the consummation of the transactions contemplated hereby and thereby and the fulfillment of the terms hereof and thereof will not: (a) conflict with, or result in a breach or violation of the Seller organizational documents or operating agreement; (b) conflict with, or result in a material default (or would constitute a default but for a requirement of notice or lapse of time or both) under any document, agreement or other instrument to which Seller is a party or result in the creation or imposition of any Lien, charge or encumbrance on any of Seller’s properties pursuant to (i) any law or regulation to which the Seller or any of its property or assets are subject, or (ii) any judgment, order or decree to which Seller is bound or any of its property or assets are subject; or (c) violate any law, order, judgment, rule, regulation, decree or ordinance to which Seller is subject, or by which Seller is bound.

3.6Investments in Others. Neither the Seller nor the Principals (nor any of their respective affiliates) operates any part of the Business through any other person or entity. As of the Closing Date, the Seller and its respective Affiliates (including without limitation, Principals) do not own or operate any Competitive Business (as defined below). For purposes of this Agreement, “Competitive Business” means a business that consists of the sale of hydroponic equipment and supplies for any market, including without limitation retail, wholesale, e-commerce and commercial sales, or any business that otherwise competes, directly or indirectly, with the Seller’s Business.

3.7Financial Statements; Inventory; PPP Loans; EIDL Loans.

3.7.1Schedule 3.7.1 attaches or will attach audited consolidated financial statements of the Seller for each of 2019 and 2020 (the “Audited Financial Statements” to be attached at Closing), the Most Recent Balance Sheet (for the Effective Date and the Closing Date), and the unaudited consolidated financial statements of the Seller for the first quarter of 2021 (on the Effective Date), and for any additional completed quarter of 2021 at the time of Closing (the “Interim Financial Statements” and together with the Audited Financial Statements and the Most Recent Balance Sheets, the “Financial Statements”). For the avoidance of doubt, Schedule 3.7.1 will be updated to attach Financial Statements received after the Effective Date. The books and records of the Seller accurately reflect, in all material respects, the assets, liabilities, business, financial condition and results of operations of the Seller. The Financial Statements are consistent with the books and records of the Sellers,
20
Asset Purchase Agreement
22624170-v3



and accurately present the financial condition of the Seller as of the respective dates they were prepared and the results of the operations of the Seller for the periods indicated.
3.7.2Other than Obsolete Inventory or Slow-Moving Inventory, all Inventory of the Sellers, whether or not reflected on the Most Recent Balance Sheet, consists of a quality and quantity usable and saleable in the ordinary course of Seller’s business, except for obsolete items and items of below-standard quality which have been written-off or written-down to net realizable value on the Financial Statements.
3.7.3Schedule 3.7.3 sets forth a complete and correct list of all outstanding PPP Loans and EIDL Loans for the Seller, as well as the outstanding balance thereof, as of the most recent date for which balances were available, and the status of any requests for forgiveness of such PPP Loans. The Seller has provided to the Buyer true, complete and correct copies of the Buyer’s application for the PPP Loans and EIDL Loans, and all information submitted to the PPP Lender and EIDL Lender in support thereof. To its Knowledge in good faith, Seller meets the eligibility requirements for application and receipt of the PPP Loan and EIDL Loan and is otherwise in compliance in all material respects with the CARES Act with respect to the same. Seller has used 100% of the proceeds of such PPP Loan solely for PPP Forgivable Uses, and has used the EIDL Loan solely for permitted purposes under the Covid-19 Economic Injury Disaster Loan terms pursuant to the CARES Act.
3.7.4The Seller has completed an application for the forgiveness of the PPP Loan reflecting that the Seller has used 100% of the proceeds of the PPP Loan for PPP Forgivable Uses, which application has been submitted, together with any and all required supporting documentation (collectively, with such application, a “Forgiveness Application”), to the PPP Lender and the PPP Lender has not rejected and has accepted the Forgiveness Application. Without limiting the foregoing, except for the consent of the PPP Lender, no other consent is required to be obtained from the PPP Lender and the Small Business Administration with respect to the PPP Loan in connection with the consummation of the transactions contemplated hereunder, and no default, event of default or similar condition that gives the PPP Lender or the Small Business Administration the right to accelerate the PPP Loan or reject the eligibility of all or a portion of the PPP Loan for forgiveness. The Seller is responsible for making its own independent judgment with respect to the PPP Loan and the process leading thereto and all considerations thereafter, including with respect to any application for forgiveness of the PPP Loan, and has not relied on Buyer or any of its respective Affiliates with respect to the PPP Loan and the process leading thereto and all considerations thereafter, including with respect to any application for forgiveness of the PPP Loan, and
21
Asset Purchase Agreement
22624170-v3



acknowledges and agrees that the Buyer and its Affiliates have not rendered services, or provided any advice, of any nature in connection with the PPP Loan, the CARES Act or the process leading thereto, any application for forgiveness or otherwise (and will not make any claim that any Buyer or any Affiliates thereof have rendered any such services or provided such advice).
3.7.5Without limiting the foregoing, except for the consent of the EIDL Lender, no other consent is required to be obtained from the EIDL Lender and the Small Business Administration with respect to the EIDL Loan in connection with the consummation of the transactions contemplated hereunder, and no default, event of default or similar condition that gives the EIDL Lender or the Small Business Administration the right to accelerate the EIDL Loan. The Seller is responsible for making its own independent judgment with respect to the EIDL Loan and the process leading thereto and all considerations thereafter, and has not relied on Buyer or any of its respective Affiliates with respect to the EIDL Loan and the process leading thereto and all considerations thereafter, and acknowledges and agrees that the Buyer and its Affiliates have not rendered services, or provided any advice, of any nature in connection with the EIDL Loan, the CARES Act or the process leading thereto (and will not make any claim that any Buyer or any Affiliates thereof have rendered any such services or provided such advice).

3.8Absence of Undisclosed Liabilities. The Business does not have any Indebtedness or liabilities (fixed or contingent, known or unknown, accrued or unaccrued) other than those enumerated in the Financial Statements.

3.9Taxes. Seller is a limited liability company which is classified for U.S. federal, State and local income tax purposes as a partnership. Seller has prepared and timely filed all Tax Returns required to be filed by it with respect to the Business and Assets, each such Tax Return has been prepared in compliance with all applicable laws and regulations, and all such Tax Returns are true, complete and accurate. All Taxes with respect to the Assets or Business due and payable by the Seller or its owners (whether or not shown or required to be shown on any Tax Return) have been timely paid, with or without permitted extensions of time to file any Tax Return. The Seller has or will have withheld and timely paid to the appropriate Governmental Authority all Taxes required to have been withheld and paid by it in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder, or other third party, and all Forms W-2 and 1099 required with respect thereto have been properly completed and timely filed. Schedule 3.9 attached hereto sets forth each jurisdiction in which Seller or its owners has filed, or will file for the current period, Tax Returns that relate to the Assets or the Business. There is no proceeding pending or, to Seller’s knowledge, threatened with respect to any Taxes for which the Seller or its owners have or may have any liability. The Seller (or its Members and/or Managers on behalf of Seller) have not waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency. There are no Liens for Taxes on any of the Assets. The Seller (i) is not a party to any Tax sharing, Tax allocation, Tax
22
Asset Purchase Agreement
22624170-v3



indemnity or similar contract other than any such contract entered into in the ordinary course of business the primary purpose of which is not related to Taxes, (ii) has never been a member of an affiliated, consolidated, combined, or unitary group and (iii) has no liability for the Taxes of any other Person. In accordance with and to the extent required by applicable law, the Seller has properly (x) collected and remitted all sales and similar Taxes with respect to sales made to its customers and (y) for all sales that are exempt from sales and similar Taxes and that were made without charging or remitting sales or similar Taxes, obtained, filed or delivered, as the case may be, valid sales and other transfer tax exemption certificates for all transactions in which the Seller or any customer of the Seller has relied on such certificates for exemption from sales or similar transfer taxes; and each such exemption certificate was correct and complete in all material respects at the time of the applicable sale or other transfer. The Seller (or its Members and/or Managers behalf of Seller) are not currently the beneficiary of any extension of time within which to file any Tax Return. There have never been any claims by any Governmental Authority in a jurisdiction where the Seller or its owners do not file Tax Returns that any of them is or may be subject to taxation by that jurisdiction. Seller or its owners are not a “foreign person” within the meaning of Section 1445 of the Code. The Seller or its owners are not subject to any private ruling of the Internal Revenue Service or comparable ruling of another Governmental Authority. The Assets do not include any stock or other equity interests in any Person. No power of attorney that is currently in effect has been granted by the Seller that will remain in effect after the Closing (other than powers of attorney granted to a payroll provider). None of the Assets is tax-exempt use property within the meaning of Section 168(h) of the Code. None of the Assets is (i) required to be treated as owned by another person pursuant to the so-called “safe harbor lease” provisions of former Section 168(g)(1)(A) of the Internal Revenue Code of 1954, as amended, or (ii) subject to Section 168(g)(1)(A) of the Code, (iii) subject to a disqualified leaseback or long-term agreement as defined in Section 467 of the Code, or (iv) subject to any long term contract within the meaning of Code Section 460. The Seller is not currently, and has not been, a party to any “listed transaction” or “reportable transaction” as defined in Section 6707A(c)(2) of the Code and Section 1.6011-4(b)(2) of the Treasury Regulations (as modified by published IRS guidance).

3.10Contracts. The Seller has delivered to the Buyer a complete and accurate copy of all “Acquired Contracts” and “Excluded Contracts,” which together constitute all contracts to which Seller is a party, and listed the same in Schedules 3.10(a) and 3.10(b), respectively, showing for each, the names of the parties, the name of the contract and the effective date of the same. With respect to each Acquired Contract and Excluded Contract: (i) the agreement is legal, valid, binding and enforceable against the Seller and to Seller’s knowledge the other party or parties thereto and in full force and effect; (ii) each Acquired Contract is assignable by Seller to the Buyer without the consent or approval of the counterparty(ies) thereto or any other third party or Governmental Authority (except as specified in Schedule 3.10(c)); and (iii) neither the Seller nor, to Seller’s knowledge, any other party to each Acquired Contract or Excluded Contract, is in breach or violation of, or default under, any such Acquired Contract or Excluded Contract, and no event has occurred, is pending or, to the Seller’s knowledge is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the
23
Asset Purchase Agreement
22624170-v3



Seller or, to Seller’s knowledge, any other party under such Acquired Contract or Excluded Contract.
3.11Customers and Suppliers. Schedule 3.11 sets forth a list of (a) Seller’s top twenty customers based on the revenues derived from customers during the 12-month period immediately prior to the Effective Date and the amount of revenues accounted for by each such customer during such period (each a “Material Customer” and collectively, the “Material Customers”), and (b) each supplier that is Seller’s sole and exclusive supplier of any material product or service supplied to Seller, as well as Seller’s top twenty suppliers based on the payments made to such suppliers during the 12-month period immediately prior to the Effective Date and the amount of payments made to each such supplier during such period (each a “Material Supplier” and collectively, the “Material Suppliers”). No such Material Customer or Material Supplier has provided Seller with written notice (or to Seller’s knowledge, oral notice) within the past year that it will stop, or decrease the rate of, buying or supplying products or services to or from Seller. In the past year, there has not been any (x) loss of a Material Supplier or Material Customer, or (y) to the Seller’s knowledge, indication from any Material Supplier or Material Customer that it intends to (i) materially reduce the level of business which it does with Seller, (ii) amend the material terms of any agreement between such supplier or customer and Seller, or (iii) terminate or not renew any Contract it may have with Seller.

3.12Warranties. No product or service sold or delivered by Seller is subject to any guaranty, warranty, right of return, right of credit or other indemnity.
3.13Intellectual Property.
3.13.1Schedule 3.13.1 lists all material Intellectual Property owned or purported to be owned by Seller and identifies all applications or registrations therefor including without limitation all patents, patent applications, material unregistered copyrights, copyright registrations or applications therefor, mask work registrations or applications therefor, common law trademarks and service marks, registrations and applications for trademarks and service marks, domain name registrations, and social media accounts for Seller. Such Schedule also provides, where applicable, the specific owner of record for each item, the current status, the jurisdiction, and deadlines associated with maintenance or prosecution coming due in the next 6 months.

3.13.2The Seller owns or has the right to use all Intellectual Property necessary to operate the Business (the “Seller IP”) and all such ownership or rights (in the case of licensed Intellectual Property) in the Seller IP is included in the Assets. The Seller has taken reasonable measures to maintain in confidence all trade secrets and confidential information, that it owns or uses and is in compliance with any non-disclosure or similar contracts that it has entered into. No other person or entity has any rights to any of the Intellectual Property owned or purported to be owned by the Seller (except pursuant to
24
Asset Purchase Agreement
22624170-v3



agreements or licenses specified in Schedule 3.13.4), and, to Seller’s knowledge, no other person or entity is infringing, violating or misappropriating any of the Intellectual Property owned or purported to be owned by the Seller.
3.13.3Neither the operation of the Business nor any of the Intellectual Property owned by or purported to be owned by the Seller, or the marketing, distribution, provision or use thereof, infringes or violates, or constitutes a misappropriation of, any Intellectual Property rights of any person or entity. Schedule 3.13.3 lists any written complaint, claim or notice, or written threat thereof, received by the Seller in the past three (3) years alleging any infringement, violation or misappropriation of any Intellectual Property rights of any person or entity by the Seller.

3.13.4Schedule 3.13.4 identifies each license or other agreement pursuant to which the Seller has granted a right to any third party, including license, sublicense, distribution, or other rights to any third party with respect to, any of the Seller IP. Except as explicitly identified in Schedule 3.13.4, the Seller has not agreed to indemnify any person or entity against any infringement, violation or misappropriation of any Intellectual Property rights.
3.13.5Other than off the shelf software programs licensed by the Seller pursuant to “shrink wrap” or “click-through” licenses, Schedule 3.13.5 identifies each item of Intellectual Property used or held for use by the Seller that is owned by a party other than the Seller, and the license or agreement pursuant to which Seller uses it. The Seller does not own any proprietary software.
3.13.6All of the Intellectual Property owned or purported to be owned by Seller has been created by (i) employees of the Seller within the scope of their employment by the Seller and either governed by the doctrine of work-for-hire or expressly assigned to Seller in a written and enforceable assignment; or (ii) independent contractors of the Seller who have executed written and enforceable agreements providing a present assignment of all right, title and interest in such Intellectual Property to the Seller. No party other than the Seller owns any of the Intellectual Property owned or purported to be owned by Seller. No person owns any of the Seller IP except for Seller.
3.13.7In connection with any collection or use of personally identifiable information from third parties, which is described on Schedule 3.13.7, the Seller has complied with (i) all applicable laws in all relevant jurisdictions including without limitation all laws relating to privacy and data protection; (ii) all industry guidance and best practices, and (ii) its publicly available privacy policy relating to the collection, storage, use and transfer of all personally identifiable information collected by the Seller. There have been no security
25
Asset Purchase Agreement
22624170-v3



incidents related to any personally identifiable information collected or held by Seller including without limitation any actual or suspected unauthorized access to or use of any of Seller’s Internal Systems or any personally identifiable information held by Seller.

3.14Absence of Certain Changes or Events. Since December 31, 2020, there have been no events or changes giving rise to a Material Adverse Effect and Seller has operated the Business in the ordinary course consistent with past practices. Without limiting the generality of the foregoing, except as disclosed on Schedule 3.14, since December 31, 2020:

    (a) Seller has not entered into any contract involving more than $10,000 in payments to or from Seller in any given calendar year, or any contract outside the ordinary course of business, or ordered Inventory outside of the ordinary course of business,

    (b) No party (including Seller) has terminated, cancelled, or amended, modified or accelerated any Acquired Contract,

    (c) Seller has not imposed or become subject to any Liens upon any of its assets or property, other than Permitted Liens,

(d) Seller has not created, incurred, assumed, or guaranteed any Indebtedness,

    (e) Seller has not sold leased, transferred, or assigned any of its material assets, other than sales of inventory in the ordinary course of business,

    (f) Seller has not made any material change in accounting policies, principles, or methodologies or in the manner Seller keeps its books and records or any change by Seller of its current practices with regard to accounting for sales, receivables, payables, or accrued expenses (including any change in depreciation or amortization policies or rates),

    (g) Seller has not failed to pay and discharge any current liabilities or agree with any party to extend the payment of any current liabilities,

    (h) Seller has not, other than with respect to this Agreement, sold, assigned, transferred, leased, licensed, or otherwise disposed of, or agreed to sell, assign, transfer, lease, license, or otherwise dispose of, any asset or property having a value in excess of $10,000 individually, or $25,000 in the aggregate,

    (i) Seller has not made any capital expenditure or commitment for additions to property and equipment or intangible capital assets in excess of $25,000, individually, or $50,000 in the aggregate,

    (j) Seller has not (i) increased the base salary, annual bonus, benefits or any other form of
26
Asset Purchase Agreement
22624170-v3



compensation payable to any of the Seller's Employees or (ii) entered into, adopted or, except as and to the extent required by applicable Law, amended any Seller Plan,

    (k) Seller has not entered into any collective bargaining agreement or relationship with any labor organization, and

    (l) Seller has not authorized or entered into any contract to do any of the foregoing.

3.15Litigation. Except as set forth on Schedule 3.15, Seller is not a party to any pending or, to the knowledge of Seller, threatened action, suit, proceeding or investigation, at law or in equity or otherwise in, for or by any court or other Governmental Authority; nor, to the knowledge of Seller, does any basis exist for any action, suit, proceeding or investigation. The Business and Assets are not subject to any decree, judgment, order, law or regulation of any court or other governmental body. There is no action, proceeding, or investigation pending or threatened, or any basis therefor known to Seller, that questions the validity of the Agreement and Exhibits or the right of Seller and Principals to enter into the Agreement and the Exhibits or to consummate the transactions contemplated by the Agreement and the Exhibits.

3.16Affiliate Transactions. Except as set forth on Schedule 3.16, no officer, employer, director or affiliate of the Seller or Principals (nor any ancestor, sibling, descendant or spouse of any of such persons, or any trust, partnership or corporation in which any of such Persons has or has had an economic interest) has or has had, directly or indirectly, (i) an economic interest in any person that purchases from or sells or furnishes to, the Seller, any material goods or services, or (ii) a beneficial interest in any Acquired Contract or Excluded Contract to which the Seller is a party or by which its properties or assets are bound.

3.17Environmental Matters.
3.17.1The Seller has complied with all applicable Environmental Laws. There is no pending or, to Seller’s knowledge, threatened civil or criminal litigation, written notice of violation, formal administrative proceeding, or investigation, inquiry or information request by any Governmental Authority, relating to any Environmental Law involving Seller, any Permits or the Assets.

3.17.2The Seller has no liabilities or obligations arising from the release of any Materials of Environmental Concern into the environment or from the storage, disposal or handling of any Materials of Environmental Concern.

3.17.3The Seller is not a party to or bound by any court order, administrative order, consent order or other agreement with any Governmental Authority entered into in connection with any legal obligation or liability arising under any Environmental Law.

27
Asset Purchase Agreement
22624170-v3



3.17.4The Seller is not aware of any material environmental liability of any solid or hazardous waste transporter or treatment, storage or disposal facility that has been used by the Seller.
3.18Real Property Leases. Schedule 3.18 lists all leases and subleases for real property to which Seller is a party (collectively, the “Leases”) and lists the term of each such Lease, any extension options, and the rent payable thereunder. The Seller has delivered to the Buyer complete and accurate copies of all Leases. The premises leased by Seller under each such Lease is suitable for use in the ordinary course of business of the Business as currently conducted and, to Seller’s knowledge, is not subject to any material damage (other than ordinary wear and tear). With respect to each Lease: (a) there are no oral agreements, forbearance programs or to Seller’s Knowledge, disputes in effect as to such Lease, in each case between Seller and the counterparty thereto; and (b) to Seller’s knowledge, there is no Lien, easement, covenant or other restriction applicable to the real property subject to such Lease which would reasonably be expected to materially impair the current uses or the occupancy by the Seller of the property subject thereto.

3.19Limitations on Transferability. Seller acknowledges that the Shares are being issued pursuant to exemption from registration as securities under applicable federal and state law. Seller covenants that in no event will Seller dispose of any of the Shares (other than pursuant to Rule 144 or any similar or analogous rule) without the prior written consent of Issuer, which shall not unreasonably be withheld, conditioned or delayed. The stock certificate representing the Shares shall display the following legend:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS, AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) AN EXEMPTION FROM SUCH REGISTRATION EXISTS AND THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS.”

3.20Accredited Investor. Seller hereby warrants that it is an Accredited Investor under the Securities Act of 1933 (the “Act”).
3.21No Registration of Shares. Seller is aware that the Shares have not been registered under the Act, and that the Shares are deemed to constitute “restricted securities” under Rule 144 promulgated under the Securities Act (“Rule 144”). Seller also understands that the Shares are
28
Asset Purchase Agreement
22624170-v3



being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon Seller’s representations contained in this Agreement.
3.22Purchase for Own Account. As of the Closing, Seller is acquiring the Shares for its own account and has no present intention of distributing or selling the Shares, except as permitted under the Act and applicable state securities laws.
3.23Knowledge and Experience. Seller has sufficient knowledge and experience in business and financial matters to evaluate the Buyer and the Issuer, its existing and proposed activities and the risks and merits of this investment. Seller has the ability to accept the risk inherent in this type of investment.
3.24Adequate Review. Seller hereby represents and warrants to the Issuer and the Buyer that: (i) it has been advised by the Issuer to review the periodic reports, and filings made by the Issuer under the Securities Exchange Act of 1934 together with other public filings the Issuer has made on the SEC EDGAR system; (ii) that all documents, records, and books pertaining to the acquisition of the Shares as may have been requested by the Seller have been made available or delivered to, and have been examined by, the Seller; (iii) it has received all of the information it has requested from Buyer or Issuer that it considers necessary or appropriate for deciding whether to acquire the Shares; (iv) it has had an opportunity to ask questions and receive answers from Buyer and Issuer regarding the Shares; (v) it has not relied upon the Issuer, the Buyer or any of their respective representatives for any such investigation or assessment of risk; and (v) it understands the significant risks of this investment, including but not limited to the fact that the value of the Shares can increase or decrease after the date of issuance.

3.25 Independent Investigation. Seller represents that, except as set forth in this Agreement, no representations or warranties have been made to Seller by the Buyer, the Issuer or any of their respective officers, directors or agents, employees or affiliates of any of them, and that in entering into this transaction, the Seller is not relying upon information other than that contained in this Agreement and the results of its own independent investigation.
3.26Capacity to Protect Own Interests. Seller has the capacity to protect its own interests in connection with the acquisition of the Shares by virtue of its business or financial expertise.
3.27Residence. Seller represents that the office of Seller in which its investment decision was made is located at the address of Seller set forth on the signature page hereto.
3.28Brokers and Finders. The Seller represents that it has not retained any Brokers in connection with the transactions contemplated hereby.
3.29Employees.
3.29.1Schedule 3.29.1 contains a list of all employees of the Seller (the “Seller Employees”), and with respect to each such Seller Employee, the date of hire,
29
Asset Purchase Agreement
22624170-v3



position and the annual rate of compensation (including wages, commissions and bonus opportunity); vacation accrued as of a recent date; and service credited as of a recent date for purposes of vesting and eligibility to participate under any Seller Plan; and all bonuses and any other amounts to be paid by the Seller at or in connection with the Closing. Schedule 3.29.1 also sets forth the legal employment status of each Seller Employee who is not a U.S. citizen.

3.29.2Each such agreement referenced in the preceding sentence is assignable by the Seller to the Buyer, without the consent or approval of any party and will continue to be legal, valid, binding and enforceable and in full force and effect immediately following the Closing to the same extent as in effect immediately prior to the Closing. No Seller Employee has been promised, orally or in writing, any increase in compensation, bonus or benefits, and no Seller Employee has indicated to the Seller any dissatisfaction with his or her current compensation level. To the knowledge of the Seller, no Seller Employee has any plans to terminate employment with the Seller (other than for the purpose of accepting employment with the Buyer following the Closing) or not to accept employment with the Buyer.

3.29.3Schedule 3.29.3 sets forth a true and complete list of all independent contractors of the Seller, including for each such independent contractor, the contractor’s beginning service date, the beginning and end of any prior terms of service and the current compensation payable to such contractor.

3.29.4Except as set forth in Schedule 3.29.4, the Seller is, and at all times has been, in compliance with all applicable Laws relating to employees and employment matters, including applicable wage and hour Laws, nondiscrimination Laws and immigration Laws. There are no pending, or the knowledge of the Seller, threatened, complaints before any employment standards tribunal or human rights tribunal, court or employment tribunal and there are no pending or threatened workers’ compensation, discrimination or other employee claims. All individuals characterized and treated by the Seller as independent contractors are properly treated as independent contractors under all applicable Laws. The Seller has maintained all records required by applicable Law and good human resources practices regarding the employment of each Seller Employee. The Seller has provided all Seller Employees with all wages, benefits, service payments, per diem, relocation benefits, commissions, equity, stock options, bonuses and incentives and any and all other compensation (in whatever form or nature) which became due and payable through the date of
this Agreement and in compliance with all Laws.

3.29.5The Seller is not a party to nor is bound by any collective bargaining agreement, nor has it experienced any strikes, grievances, claims of unfair
30
Asset Purchase Agreement
22624170-v3



labor practices or other collective bargaining disputes. The Seller has no knowledge of any organizational effort made or threatened, either currently or within the past three years, by or on behalf of any labor union with respect to Seller Employees.

3.30Seller Plans.
3.30.1Schedule 3.30.1 contains a complete and accurate list of each Seller Plan. Complete and accurate copies of (i) all Seller Plans which have been reduced to writing, (ii) written summaries of all unwritten Seller Plans, and (iii) all related trust agreements, insurance contracts and summary plan descriptions have been delivered or made available to the Buyer.

3.30.2Each Seller Plan is and at all times has been operated and maintained in material compliance with its terms and the requirements of applicable Law, including the Code and ERISA. With respect to each Seller Plan, as of the Closing Date, all contributions and other payments (including all premiums, employer contributions and employee salary reduction contributions) required to be made to, under or with respect to each Seller Plan for any period ending on the Closing Date will have been made, and there are no pending or, to the Knowledge of the Seller, threatened, Actions with respect to the Seller Plans other than routine claims for benefits. The Buyer shall not be subject to any Liability with respect to a Seller Plan.

3.30.3At no time has the Seller or any ERISA Affiliate been obligated to contribute to any “multiemployer plan” (as defined in Section 4001(a)(3) of ERISA), any defined benefit plan subject to the provisions of Section 412 of the Code, any “multiple employer welfare arrangement” (as defined in Section 3(40) of ERISA), or any multiple employer plan (as defined in Section 413(c) of the Code).

3.30.4There are no unfunded obligations under any Seller Plan providing benefits after termination of employment to any Seller Employee (or to any beneficiary of any such Seller Employee), including but not limited to retiree health coverage and deferred compensation, but excluding continuation of health coverage required to be continued under Section 4980B of the Code or other applicable law and insurance conversion privileges under state law.

3.30.5The execution and delivery of this Agreement and performance of the transactions contemplated hereby will not (either alone or upon the occurrence of any additional or subsequent events) (i) entitle any current or former Seller Employee to severance pay, or a transaction or retention bonus, unemployment compensation or any other payment or additional compensation, (ii) accelerate the time of payment or vesting, or increase the
31
Asset Purchase Agreement
22624170-v3



amount of compensation due any such employee, officer, director or independent contractor, or (iii) result in any breach or violation of, or a default under, any Seller Plan.

3.31Full Disclosure. The representations and warranties of Seller and Principals contained in this Agreement and the schedules hereto, when read together, do not contain any untrue statement of a material fact or omit any material fact necessary to make the statements contained therein or herein in view of the circumstances under which they were made not misleading.

4.REPRESENTATIONS AND WARRANTIES OF BUYER AND ISSUER

Buyer and Issuer hereby jointly and severally represent and warrant to Seller and Principals the following, which are true and correct as of the Effective Date, in each case except to the extent any such representations and warranties are specifically made as of a particular date (in which case such representations and warranties need only be true and correct as of such date):

4.1Corporate Organization and Authority. Buyer and Issuer are Delaware and Colorado Corporations, respectively, duly organized, validly existing, authorized to exercise their respective corporate powers, rights and privileges in Delaware and Colorado, and in good standing in the States of Delaware and Colorado, respectively.

4.2Authorization. All corporate action on the part of Buyer and Issuer, its officers, directors, and stockholders necessary for the authorization, execution, delivery, and performance of all obligations under this Agreement and for the issuance of the Shares has been taken, and this Agreement constitutes a legally binding and valid obligation of Buyer and Issuer, respectively, enforceable in accordance with its terms.

4.3Corporate Power. Buyer and Issuer have all requisite legal and corporate power and authority to execute and deliver this Agreement and Exhibits, to sell and issue the Shares, and to carry out and perform their respective obligations under the terms of the Agreement.

4.4Litigation. There is no action, proceeding, or investigation pending or threatened, or any basis therefor known to Buyer or Issuer, that questions the validity of the Agreement or the right of Buyer or Issuer to enter into the Agreement or to consummate the transactions contemplated hereby. No event has occurred, or circumstances exist that may give rise or serve as a basis for any such action.

4.5Brokers and Finders. Each of the Buyer and Issuer represents that it has not retained a Broker in connection with the transactions contemplated by this Agreement, and Buyer and Issuer shall jointly and severally indemnify, defend and hold Seller harmless from any breach of the representation herein set forth

4.6No Conflicts. The execution, delivery and performance of this Agreement and its Exhibits, the consummation of the transactions contemplated hereby and thereby and the
32
Asset Purchase Agreement
22624170-v3



fulfillment of the terms hereof and thereof will not: (a) conflict with, or result in a breach or violation of the Buyer or Issuer organizational documents; (b) conflict with, or result in a default (or would constitute a default but for a requirement of notice or lapse of time or both) under any document, agreement or other instrument to which Buyer or Issuer is a party or result in the creation or imposition of any lien, charge or encumbrance on any of Buyer’s or Issuer’s properties pursuant to (i) any law or regulation to which the Buyer or Issuer or any of their property is subject, or (ii) any judgment, order or decree to which Buyer or Issuer is bound or any of its property is subject; or (c) violate any law, order, judgment, rule, regulation, decree or ordinance to which Buyer or Issuer is subject, or by which Buyer or Issuer is bound.

4.7Validity of Shares. As of the Closing, the Shares will be duly authorized and, when issued and paid for in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable to Seller, free of any liens, claims or other encumbrances, except for restrictions on transfer provided for herein or under the Act, or other applicable securities laws. The sale and issuance of the Shares hereunder is exempt from the registration requirements of the Securities Act and other applicable securities laws.

4.8Sufficient Funds. Buyer will have at the Closing (through existing credit arrangements, capital calls or otherwise) sufficient funds available to pay the Cash Purchase Price.

4.9Independent Investigation. Buyer has had the opportunity to conduct all such due diligence investigation of the Assets, Assumed Contracts and the Assumed Liabilities as Buyer deems necessary or advisable in connection with entering into this Agreement and the other transactions contemplated hereby and have conducted to Buyer’s satisfaction an independent investigation and verification of the current condition and affairs of the Assets, Assumed Contracts and the Assumed Liabilities.

4.10Exclusivity of Representations. The representations and warranties made by Buyer in this Article 4 and in any Exhibit, Schedule or certificate delivered pursuant hereto are the exclusive representations and warranties made by Buyer. Buyer hereby disclaims any other express or implied representations or warranties with respect to itself.

5.CLOSING CONDITIONS.
5.1Conditions to Buyer’s Obligations. The obligation of Buyer to consummate the transactions contemplated by this Agreement is subject to the satisfaction of the following conditions at or prior to the Closing, any of which may be waived only in writing by the Buyer in its sole discretion:
5.1.1Representations and Warranties.
(a)Each of the Fundamental Representations shall be true and correct in all but de minimis respects on and as of the date hereof and at and as of the Closing as if made on and as of the Closing Date.
33
Asset Purchase Agreement
22624170-v3



(b)Each of the representations and warranties contained in Article 3 (other than the Fundamental Representations), disregarding all materiality, Material Adverse Effect or similar qualifications or exceptions contained therein, shall be true and correct in all respects on and as of the date hereof and on and as of the Closing Date with the same effect as if made on and as of the Closing Date (other than such representations and warranties that are made as of a specified date, which representations and warranties shall be true and correct as of such date).
5.1.2Performance of Covenants. Each Principal and the Seller shall have performed in all of the covenants and agreements required to be performed by it under this Agreement prior to or at the Closing, including without limitation all conditions and deliverables listed in Section 2.7.2.
5.1.3No Orders or Proceedings. No order, rule, regulation or law shall have been entered or adopted or be in effect, and no proceeding shall be pending or overtly threatened by or before any Governmental Authority, that could reasonably be expected to enjoin, prevent, restrain or materially delay consummation of any of the transactions contemplated by this Agreement or the agreements contemplated hereby.
5.1.4No Material Adverse Effect. No fact, event, condition or circumstance has occurred or arisen since the date of this Agreement that, individually or in combination with any other facts, events, conditions or circumstances, has had or would reasonably be expected to have a Material Adverse Effect.
5.1.5Deliveries by Seller and the Principals. At the Closing, Seller and the Principals shall have delivered or caused to be delivered to Buyer:
(a)a certificate executed and delivered by a manager of the Seller, dated the date of the Closing, stating that the conditions specified in Sections 5.1.1, 5.1.2 and 5.1.4 have been satisfied as of the Closing; and
(b)such other documents and instruments as Buyer may reasonably require in order to effectuate the transactions that are the subject of this Agreement, including, without limitation, (i) an unqualified audit opinion of Seller’s Audited Financial Statements confirming that Seller’s Business (including, for this purpose, that of its affiliates also being purchased by Buyer on the Closing Date) generated no less than $5,000,000 in EBITDA during 2020, (ii) Interim Financial Statements confirming that Seller’s Business (including, for this purpose, that of its affiliates also being purchased by Buyer on the Closing Date) generated no less than $5,000,000 in
34
Asset Purchase Agreement
22624170-v3



EBITDA during the first half of 2021 and is on track to generate no less than $7,000,000 in EBITDA for fiscal year 2021, as supported by Seller’s books and records, and (iii) such other updated Exhibits and Schedules as provided for herein.
5.1.6 Inventory. The Inventory Team shall have completed a physical inventory and determined the Inventory value, which shall be binding upon the parties, prior to Closing.
        
All documents and instruments delivered to Buyer shall be in form and substance reasonably satisfactory to Buyer.

5.2Conditions to Seller’s and Principals’ Obligations. The obligation of Seller and Principals to consummate the transactions contemplated by this Agreement is subject to the satisfaction of the following conditions at or prior to the Closing, any of which may be waived only in writing by the Seller and Principals in their sole discretion:

5.2.1Representations and Warranties. Each of the representations and warranties contained in Article 4, disregarding all materiality, Material Adverse Effect or similar qualifications or exceptions contained therein, shall be true and correct in all respects on and as of the date hereof and on and as of the Closing Date with the same effect as if made on and as of the Closing Date (other than such representations and warranties that are made as of a specified date, which representations and warranties shall be true and correct as of such date).
5.2.2Performance of Covenants. Buyer shall have performed in all of the covenants and agreements required to be performed by it under this Agreement prior to or at the Closing, including without limitation all conditions and deliverables listed in Section 2.7.3.
5.2.3No Orders or Proceedings. No order, rule, regulation or law shall have been entered or adopted or be in effect, and no proceeding shall be pending or overtly threatened by or before any Governmental Authority, that could reasonably be expected to enjoin, prevent, restrain or materially delay consummation of any of the transactions contemplated by this Agreement or the agreements contemplated hereby.
6.TERMINATION.
6.1Termination. This Agreement may be terminated at any time prior to the Closing as follows:

6.1.1by the mutual written consent of Buyer and Seller;

35
Asset Purchase Agreement
22624170-v3



6.1.2by Buyer, if (i) a breach or failure to perform any material representation, warranty, covenant or agreement on the part of Seller or any Principal set forth in this Agreement shall have occurred which is not cured within thirty (30) days following Buyer’s written notice to Seller of such breach; and (ii) Buyer is not in material breach of any provision of this Agreement;

6.1.3by the Seller if (i) a breach or failure to perform any material representation, warranty, covenant or agreement on the part of the Buyer set forth in this Agreement shall have occurred which is not cured within thirty (30) days following the Seller’s written notice to the Buyer of such breach and renders impossible the satisfaction of one or more of the conditions set forth in Section 5.2 and (ii) Seller and Principals are not in material breach of any provision of this Agreement;

6.1.4by either the Buyer or the Seller if the Closing has not occurred on or before the date that is the later of (i) thirty days after the receipt by Buyer of Seller’s Audited Financial Statements, or (ii) sixty days after the Effective Date (collectively, the “Outside Date”), provided that the party seeking to terminate shall not be entitled to terminate pursuant to this Section 6.1.4 if the failure of the Closing to occur was primarily caused by the failure of the Buyer (if it is seeking to terminate) or Seller (if it is seeking to terminate) to perform in any material respect any of the covenants or agreements to be performed by it prior to the Closing; or

6.1.5by either Buyer or the Seller if a Law is enacted, adopted, promulgated or enforced that makes consummation of the transactions contemplated hereby illegal or otherwise prohibited or if the consummation of the transactions contemplated hereby would violate any order, law, rule or regulation of any Governmental Authority having competent jurisdiction.

In the event of termination pursuant to this Section 6.1, written notice thereof (describing in reasonable detail the basis therefor) shall forthwith be delivered to the other parties hereto.

6.2Effect of Termination. In the event of termination of this Agreement in accordance with Section 6.1, this Agreement shall immediately terminate and have no further force and effect and there shall be no liability on the part of any Party to any other Party under this Agreement, except that (a) the covenants and agreements set forth in this Section 6.2, the provisions of Article 9 (other than Section 9.12) and all definitions herein necessary to interpret any of the foregoing provisions shall remain in full force and effect and survive such termination indefinitely and (b) such termination shall not function as a release of liability for any willful, intentional and material breach by the Seller or any of the Principals of this Agreement prior to such termination.

36
Asset Purchase Agreement
22624170-v3



7.EMPLOYMENT MATTERS.

7.1Independent Contractors and Employees. Effective upon the Closing, Buyer or one of its Affiliates (the “Hiring Entity”) shall offer employment to each of the employees listed in Exhibit I, which may be updated by mutual agreement the parties prior to the Closing Date, at a compensation amount to be determined by Buyer. Such offer of employment shall be conditioned upon each such employee’s successful (as determined by Buyer in accordance with its hiring policies maintained in the ordinary course of its business consistent with past practices) completion of the pre-employment screening required of all of the Hiring Entity’s employees. Any such Employee who accepts the Hiring Entity’s offer of employment described herein and successfully completes the pre-employment screening shall be deemed a “Hired Employee” effective as of the Closing. The Seller shall bear any and all obligations and liabilities under the WARN Act resulting from employment losses.

7.2Liabilities in Respect of Employees. Buyer shall have no liability for Seller’s liabilities in respect of accrued wages (including salaries, bonuses and commissions), severance pay, accrued vacation, sick leave or other benefits, or employee agreements of any type or nature on account of Seller, retention of or termination of independent contractors or employment of or termination of employees, and Seller and the Principals shall indemnify Buyer and Issuer and hold the same harmless against liability arising out of any claims for such pay or benefits or any other claims arising from Seller’s retention of or employment of or termination of such independent contractors or employees.
8.INDEMNITY

8.1Seller’s Indemnity. The Seller and Principals, jointly and severally, shall indemnify and hold harmless Buyer and Issuer, and their respective affiliates, parents, subsidiaries, officers, directors, successors, agents and assigns, from and against any and all losses, costs, expenses, liabilities, obligations, claims, demands, causes of action, suits, settlements and judgments of every nature, including the costs and expenses associated therewith and reasonable attorneys’ fees (“Buyer’s Damages”) which arise out of: (i) the breach of any representation or warranty made by Seller and/or Principals pursuant to this Agreement; (ii) the non-performance or breach, partial or total, of (x) any covenant made by Seller and/or Principals pursuant to this Agreement or (y) any of the terms of the Seller’s deliverables in Section 2.7.2; (iii) claims of any type or nature relating to the retention of the Business’ independent contractors or employment of the Business’ employees by Seller or any termination of such independent contractors or employees by Seller; (iv) the Retained Liabilities; (v) the ownership or operation of the Assets by Seller or in connection with the Business of Seller, in each case prior to the Closing Date or arising from acts or omissions occurring prior to the Closing Date; (vi) any PPP Loans and/or EIDL Loans; and (vi) Seller’s portion of the Transfer Taxes pursuant to Section 2.2.2. The representations and warranties of Seller herein set forth shall survive for a period of eighteen (18) months following the Closing Date (the “Claims Period”); provided, however, that the Claims Period with respect to any
37
Asset Purchase Agreement
22624170-v3



Fundamental Representation or fraud shall be sixty (60) months or the applicable statute of limitations, whichever is longer, and provided further that the Claims Period with respect to Section 3.9 (Taxes) and 9.17 (Tax Matters) shall survive the Closing Date for a period of sixty (60) days after the expiration of the applicable statute of limitations. Buyer shall not be entitled to indemnification pursuant to this Section  with respect to any breach or misrepresentation of any representation or warranty or other indemnification obligation until such time as its respective aggregate right to such indemnification exceeds Twenty-Five Thousand Dollars ($25,000) (it being agreed that in the event such threshold is reached and exceeded, Seller will be liable for losses from the first dollar of such amount).

8.2Buyer’s and Issuer’s Indemnity. Buyer and Issuer shall jointly and severally indemnify and hold harmless Seller from and against any and all losses, costs, expenses, liabilities, obligations, claims, demands, causes of action, suits, settlements and judgment s of every nature, including the costs and expenses associated therewith and reasonable attorneys’ fees (“Seller’s Damages”), which arise out of: (i) the breach by Buyer or Issuer of any representation or warranty made by Buyer or Issuer pursuant to this Agreement, (ii) the non-performance, partial or total, of any covenant made by Buyer or Issuer pursuant to this Agreement; (iii) the use or ownership of the Assets or the activities of or on behalf of the Buyer related to the Assets on and subsequent to the Closing Date (solely to the extent not arising from acts or omissions occurring prior to the Closing Date); (iv) Buyer’s portion of any Transfer Taxes pursuant to Section 2.2.2; and (v) any Assumed Liabilities.
8.3Adjustment to Purchase Price for Tax Purposes. The Parties shall treat any indemnity payment made under this Agreement pursuant to this Article 8 as an adjustment to the Purchase Price for all Tax purposes to the maximum extent permitted by applicable law. No party shall take any position on any Tax Return or filing, or before any Governmental Authority, that is inconsistent with such treatment unless otherwise required by any applicable law.

9.MISCELLANEOUS

9.1Allocation of Purchase Price. Schedule 9.1 sets forth the allocation agreed to by Seller and Buyer of the Purchase Price and Assumed Liabilities among the Assets being transferred by Seller to Buyer for purposes of determining the income tax consequences of the transactions contemplated by this Agreement. The Parties intend that Schedule 9.1 conform to the requirements of Section 1060 of the Internal Revenue Code, and they agree to be bound thereby and to act in accordance with it in the preparation and filing of Tax Returns (including Internal Revenue Service From 8594 and any exhibits thereto), information returns, schedules or other filings made with the Internal Revenue Service or other Governmental Authorities. Any adjustments to the Purchase Price pursuant to Section 2.3 or Article 8 shall be allocated in a manner consistent with this Section 9.1 and Schedule 9.1. Each Party shall promptly notify the other of any challenge by any Governmental Authority to any allocation pursuant to this Section 9.1.

38
Asset Purchase Agreement
22624170-v3



9.2Confidentiality. No party hereto shall issue a press release or otherwise publicize the Agreement or transactions contemplated hereby or otherwise disclose the nature or contents of this Agreement until the Closing has occurred. From and after Closing, any such press release or other public announcement shall not be issued without the written approval of Buyer (which such approval shall not be unreasonably withheld, conditioned or delayed), except as may be required by law or any applicable listing agreement with a national securities exchange as determined in the good-faith judgment of the party or affiliate of a party proposing to make such release or communication (in which case, such party or affiliate of a party shall not issue or cause the publication of such press release or other public announcement without providing the other parties a reasonable opportunity to review and comment upon such press release or other public announcement).

9.3Expenses. Each party will pay its own costs and expenses, including legal and accounting expenses, related to the transactions provided for herein, irrespective of when incurred. In the event of any legal action to enforce any of the obligations set forth in the Agreement, the prevailing party shall be entitled to recover costs and reasonable legal fees.

9.4Notices. Any notice or other communication required or permitted hereunder shall be in writing and shall be deemed to have been duly given on the date of service if served personally or by email, or five days after the date of mailing if mailed by first class mail, registered or certified, postage prepaid. Notices shall be addressed as follows:

If to Issuer or Buyer:    GrowGeneration Corp. and
            GrowGeneration Michigan Corp.
            ATTN: Darren Lampert
    930 W 7th Ave, Suite A
    Denver, CO 80204

with a copy to        Robinson + Cole
            ATTN: Mitchell Lampert
            1055 Washington Boulevard
            Stamford, CT 06901

If to Seller:        HGS Albion LLC
            c/o HGS HOLDINGS, LLC
ATTN: Rocky Shaeena
            2238 Auburn Road
            Shelby Township, MI 48317

with a copy to:        Elia Law, PLLC
ATTN: Salam Elia
550 West Merrill Street, Suite 100
Birmingham, MI 48009

39
Asset Purchase Agreement
22624170-v3




or to such other address as a party has designated by notice in writing to the other party in the manner provided by this section.

9.5Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Michigan, without respect to its conflict of laws principles.

9.6Successors and Assigns. This Agreement and Exhibits and the rights of the parties hereunder and thereunder may not be assigned by any party without the prior written consent of the other parties, and shall be binding upon and shall inure to the benefit of the parties hereto and the successors and permitted assigns of Buyer, Issuer and the Seller, respectively.

9.7Entire Agreement; Counterparts. This Agreement, together with the schedules and Exhibits hereto, sets forth the entire understanding of the parties hereto with respect to the transactions contemplated hereby and thereby. Any and all previous agreements and understandings between or among the parties regarding the subject matter hereof or thereof, whether written or oral, are superseded and replaced by this Agreement. This Agreement may be executed in two or more counterparts (including those delivered by facsimile or other electronic means), each of which will be deemed an original, but all of which together will constitute one and the same instrument.

9.8Amendment. This Agreement shall not be amended or modified except by a written instrument duly executed by each of the parties hereto.

9.9Waiver. Any extension or waiver by any party of any provision hereto shall be valid only if set forth in an instrument in writing signed on behalf of such party. No waiver of any provision of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver.

9.10Schedules and Exhibits. Each of the Schedules and Exhibits to this Agreement is incorporated herein by this reference and expressly made a part of this Agreement.

9.11Partnership. The relationship of the parties is that of “buyer”, “issuer” and “seller,” and nothing contained herein shall be deemed to create a partnership or joint venture between or among the parties.

9.12Specific Performance; Remedies. Each party hereto acknowledges that the other parties will be irreparably harmed and that there will be no adequate remedy at law for any violation by any of them of any of the covenants or agreements contained in this Agreement and its Exhibits, including the confidentiality obligations set forth in this Agreement or in any other agreement between any of the parties hereto. It is accordingly agreed that, in addition to any other remedies which may be available upon the breach of any such covenants or agreements, each party hereto shall have the right to obtain injunctive relief to restrain a breach or threatened breach of, or otherwise to obtain specific performance of, covenants and agreements of other parties contained
40
Asset Purchase Agreement
22624170-v3



in this Agreement. An action for specific performance must be commenced within ninety (90) calendar days from the other party’s breach of this Agreement (beyond the cure period), and failure to commence an action within the ninety (90) day period shall be deemed to have the non-breaching party waived its right to specific performance/injunctive relief.

9.13Severability. If any provision of this Agreement or any Exhibit or the application thereof to any person or circumstances is held invalid or unenforceable in any jurisdiction, the remainder hereof and thereof, and the application of such provision to such person or circumstances in any other jurisdiction, shall not be affected thereby, and to this end the provisions of this Agreement or Exhibit, as applicable, shall be severable.

9.14Further Representations. Each party to this Agreement acknowledges and represents that it has been represented by its own legal counsel in connection with the transactions contemplated by this Agreement, with the opportunity to seek advice as to its legal rights from such counsel. Each party further represents that it is being independently advised as to the tax consequences of the transactions contemplated by this Agreement and is not relying on any representation or statements made by any other party as to such tax consequences.
9.15Further Assurances. The parties shall, at any time from and after the Closing, upon the request of any other party and without further consideration, do, execute, acknowledge and deliver, and cause to be done, executed, acknowledged and delivered, all such further acts, deeds, instruments, assignments, transfers, conveyances, powers of attorney or assurances as may be reasonably required to evidence and make effective the transactions contemplated by this Agreement, including to transfer, convey, grant, and confirm to and vest in Buyer good title to all of the Assets, free and clear of all Liens (other than Permitted Liens).

9.16Consent to Jurisdiction.  Each party irrevocably submits to the exclusive jurisdiction of the federal and state courts of the County of Oakland, Michigan, for the purposes of any action, proceeding, suit, or claim arising out of this Agreement. Each party agrees to commence any such action, proceeding, suit, or claim in the state or federal courts of the County of Oakland, Michigan. Each party irrevocably and unconditionally waives any objection to the laying of venue of any action, proceeding, suit, or claim arising out of this Agreement or the transactions contemplated hereby in the state or federal courts of the County of Oakland, Michigan, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, proceeding, suit, or claim brought in any such court has been brought in an inconvenient forum.
9.17Tax Matters. The following provisions shall govern the allocation of responsibility as between the Buyer and the Seller for certain Tax matters following the Closing Date:
(a)The Buyer shall prepare and timely file all Tax Returns with respect to Property Taxes relating to the Assets for the Straddle Period.  The Buyer will provide such Tax Returns for the Straddle Period to the Seller at least fifteen (15) days before the due date for filing of any
41
Asset Purchase Agreement
22624170-v3



such Tax Returns for its review and comment (and the Buyer shall consider all reasonable comments of Seller in good faith).   The Buyer shall pay and discharge all Taxes shown to be due on such Tax Returns for the Straddle Period, subject to the indemnification rights of the Buyer under Section 8.1.  No later than ten (10) business days prior to the due date of such Tax Return, the Seller shall pay to the Buyer the amount of Taxes shown due on such Tax Return which is attributable to the pre-Closing portion of the Straddle Period.
(b)Seller shall include the income of the Business on Seller’s federal, state, and local income tax returns for all periods (or portions thereof) ending on or prior to the Closing Date and pay any federal, state, and local income taxes attributable to such income.
(c)Buyer shall include the income of the Business after the Closing Date on Buyer’s federal, state, and local income tax returns for all periods (or portions thereof) commencing after the Closing Date (provided that the Closing shall have occurred) and pay any income taxes attributable to such income.
(d)The amount of real property, personal property, and similar taxes (not based on income, profits or gains) relating to the Assets (“Property Taxes”), and any Tax refunds relating to such Property Taxes, attributable to the pre-Closing portion of any Straddle Period shall be determined based upon the relative number of days in the pre-Closing and post-Closing portions of such Straddle Period, in each case over the total number of days in such Straddle Period. For any Taxes other than Property Taxes (such as franchise Taxes, Taxes that are based upon or related to income or receipts or net income, Taxes based upon production or occupancy or imposed in connection with any sale or other transfer or assignment of property) for a Straddle Period the amount of any such Taxes attributable to the pre-Closing portion such Straddle Period shall be determined based upon a hypothetical closing of the taxable year on such Closing Date with the Closing Date being included in the pre-Closing portion of such Straddle Period. Notwithstanding any provision in this Agreement to the contrary, the Buyer shall not be required to make any payment or disbursal to Seller or any Governmental Authority relating to any Taxes attributable to the Assets or the Business for a taxable year (or portion thereof) ending on or before the Closing Date. Each party agrees to cooperate with each other party in paying or reimbursing their respective Tax obligations in accordance with this Section 9.17.
42
Asset Purchase Agreement
22624170-v3



(e)The Buyer and Seller shall cooperate fully, as and to the extent reasonably requested by the other Party, in preparing and filing Tax Returns with respect to the Assets and the Business, including providing complete and accurate records concerning the Tax basis of the Assets and such other information as may be reasonably necessary with respect to the preparation and filing of such Tax Returns, and in connection with any audit or other proceeding with respect to Taxes related to the Assets or the Business. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such audit or other proceeding.

[Signature Page Follows]
43
Asset Purchase Agreement
22624170-v3







Asset Purchase Agreement
22624170-v3



IN WITNESS WHEREOF, the parties hereto have caused this Asset Purchase Agreement to be executed as of the Effective Date.
    
SELLER:                     BUYER:

HGS ALBION LLC                    GROWGENERATION MICHIGAN                                CORP.



By:                             By:                    
Rocky Shaeena, Manager                    Darren Lampert, CEO
                             

                            
ISSUER:
PRINCIPALS:
GROWGENERATION CORP.


_______________________                By:                    
Rocky Shaeena                          Darren Lampert, CEO




________________________
Christopher Kiryakoza



________________________
Tony Allos                    

22624170-v3




22624170-v3







EX-10.4 5 exhbit104_hgsshelbyllcapa.htm EX-10.4 Document


Exhibit 10.4
FORM OF ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT (the “Agreement’) is made and entered into as of the 27th day of July, 2021 (the “Effective Date”) by and among GrowGeneration Michigan Corp., a Delaware corporation (“Buyer”), GrowGeneration Corp., a Colorado Corporation (“Issuer”), HGS Shelby, LLC, a Michigan limited liability company (“Seller”), Tony Allos (“Tony”) and Rocky Shaeena (“Rocky”) (each of Tony and Rocky individually being a “Principal” and collectively, the “Principals”).

R E C I T A L S

A.Seller is a limited liability company doing business as “HGS Hydro” and/or “Powered by HGS Hydro” including without limitation the business operated by Seller at 2238 Auburn Road, Shelby Charter Twp., MI 48317 (the “Business”).

B.The Business operates a hydroponics and gardening business.

C.Subject to the terms and conditions of this Agreement, Buyer is willing to purchase, and Seller is willing to sell, certain of the assets, rights and properties of the Business.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

AGREEMENT

1.DEFINITIONS. For the purposes of this Agreement, the terms set forth below shall have the following meanings:

1.1“Acquired Contracts” means all right, title, and interest in and to all of the contracts of Sellers, other than the Excluded Contracts. For avoidance of doubt, Acquired Contracts shall include any agreements listed on Schedule 2.2(c) with unpaid balances at Closing.

1.2“Additional Consideration” means such number of the shares of Issuer’s restricted common stock equal to $0 at a per share price that is the lower of (i) the 90-day “VWAP” on the Effective Date or (ii) the price per share at the end of the day prior to Closing; which Additional Consideration Seller hereby agrees to assign to Principals under separate agreement.

1.3“Affiliate” means, with respect to any specified Person at any time, each Person directly or indirectly controlling, controlled by or under direct or indirect common control with such specified Person at such time. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of

Asset Purchase Agreement

22624125-v3



the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

1.4“Assets” shall be as defined in Section 2.1.

1.5“Cash” means all cash, cash equivalents (including marketable securities and short term investments), cash deposits (including any bank deposits in transit) of the Seller, determined in accordance with GAAP, less (i) any outstanding checks delivered by the Seller to any third party that have not been cashed as of the Closing Date and (ii) any customer deposits and restricted cash, including any restricted cash held in reserve pursuant to any letter of credit or held in escrow to guaranty any obligations of the Seller.

1.6“Cash Amount” means all Cash of the Seller as of immediately prior to the Closing Date.

1.7“Closing” shall be as defined in Section 2.7.
1.8“Closing Shares” shall mean such number of the shares of Issuer’s restricted common stock equal to $ 2,521,599 at a per share price that is the lower of (i) the 90-day “VWAP” on the Effective Date or (ii) the price per share at the end of the day prior to Closing.
1.9Code means the Internal Revenue Code of 1986, as amended.

1.10“Environmental Law” shall mean any federal, state or local law, statute, rule, order, directive, judgment, Permit or regulation or the common law relating to the environment, occupational health and safety, or exposure of persons or property to Materials of Environmental Concern, including any statute, regulation, administrative decision or order pertaining to: (i) the presence of or the treatment, storage, disposal, generation, transportation, handling, distribution, manufacture, processing, use, import, export, labeling, recycling, registration, investigation or remediation of Materials of Environmental Concern or documentation related to the foregoing; (ii) air, water and noise pollution; (iii) groundwater and soil contamination; (iv) the release, threatened release, or accidental release into the environment, the workplace or other areas of Materials of Environmental Concern, including emissions, discharges, injections, spills, escapes or dumping of Materials of Environmental Concern; (v) transfer of interests in or control of real property which may be contaminated; (vi) community or worker right-to-know disclosures with respect to Materials of Environmental Concern; (vii) the protection of wild life, marine life and wetlands, and endangered and threatened species; (viii) storage tanks, vessels, containers, abandoned or discarded barrels and other closed receptacles; and (ix) health and safety of employees and other persons.  As used above, the term “release” shall have the meaning set forth in CERCLA.

1.11“EIDL Lender” means The Small Business Administration, an Agency of the U.S. Government.
2
Asset Purchase Agreement

22624125-v3




1.12“EIDL Loan” means a loan pursuant to the Covid-19 Economic Injury Disaster Loan, under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”).

1.13“Employee Benefit Plan” means any “employee pension benefit plan” (as defined in Section 3(2) of ERISA), any “employee welfare benefit plan” (as defined in Section 3(1) of ERISA), and any other written or oral plan, agreement or arrangement involving direct or indirect compensation, including insurance coverage, cafeteria plan benefits, dependent care benefits, severance benefits, disability benefits, deferred compensation, bonuses, stock options, stock purchase, phantom stock, stock appreciation or other forms of incentive compensation or post-retirement compensation.

1.14 “Excluded Contract” means all the contracts of Sellers which are listed in Schedule 3.10(b).

1.15“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended.

1.16“ERISA Affiliate” shall mean any entity which is, or at any applicable time was, a member of (1) a controlled group of corporations (as defined in Section 414(b) of the Code), (2) a group of trades or businesses under common control (as defined in Section 414(c) of the Code), or (3) an affiliated service group (as defined under Section 414(m) of the Code or the regulations under Section 414(o) of the Code), any of which includes or included the Sellers.
1.17“Excluded Tax Liability” means: (i) Taxes of the Seller and its owners with respect to any taxable period; (ii) all Taxes related to or arising from the transactions contemplated under this Agreement or any other related agreement (other than the portion of Transfer Taxes for which Buyer is liable pursuant to Section 2.2.2); (iii) all Taxes that are the responsibility of Seller pursuant to Section 9.17; (iv) all Taxes asserted against the Assets or the Business for any Pre-Closing Period; and (v) all Taxes of another person with respect to the Assets or Business imposed on Seller as a transferee or successor, by contract, pursuant to any law, under Treasury Regulations 1.1502-6 or any similar provision of state, local or non-U.S. laws, or otherwise.
1.18“Fundamental Representation” means any representation or warranty set forth in Sections 3.1 (Organization; Authority; No Violation of Other Instruments.), 3.2 (Capitalization; Subsidiaries), 3.3 (Ownership and Delivery of Assets), 3.5 (Compliance with Laws), 3.13 (Intellectual Property), 3.17 (Environmental Matters), 3.20 (Accredited Investor), and 3.28 (Brokers and Finders).
1.19“Funds Flow” means that certain flow of funds dated as of the Closing Date by and between Seller, Principals, Buyer and Issuer setting forth the payments (including
3
Asset Purchase Agreement

22624125-v3



payment for any security deposit held by a landlord under an acquired lease and other closing date prorations) to be made by Buyer or Issuer, as applicable, at Closing, in such form and substance as reasonably acceptable to the Parties and attached hereto as Exhibit J.

1.20“GAAP” shall mean generally accepted accounting principles of the United States of America consistently applied, as in effect from time to time.

1.21“Governmental Authority” means any federal, state, local or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that the rules, regulations or orders of such organization or authority have the force of Law), or any arbitrator, court or tribunal of competent jurisdiction.

1.22“Indebtedness” means the principal amount, plus any related accrued and unpaid interest, fees, premiums, penalties and costs, and other amounts payable (including rental payments), with respect to: (a) all indebtedness for borrowed money (including all outstanding amounts under notes, bonds, debentures, mortgages and similar instruments), (b) owed under a credit facility, (c) evidenced by any note, debenture or other debt security, (d) obligations in respect of capitalized leases, (e) obligations to pay the deferred purchase or acquisition price of property or services, other than trade accounts payable arising, and accrued expenses incurred, in the ordinary course of business and not more than 90 days overdue, including without limitation earn out or other contingent payment liabilities of the Seller, (f) the face amount of all letters of credit issued for the account of the Seller and, without duplication, all reimbursement or payment obligations with respect to letters of credit, surety bonds and other similar instruments for which the Seller is liable, (g) amounts payable or otherwise due to any Affiliate of the Seller, in each case, as of such date, (h) obligations in respect of any accrued interest, prepayment penalties, interest rate swap breakage costs, make-whole premiums or penalties and all costs and expenses associated with the repayment of any of the foregoing, (i) all indebtedness created or arising under any conditional sale or other title retention agreement, or incurred as financing, in either case with respect to property acquired by the Seller (even though the rights and remedies of the Seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (j) the principal balance outstanding under any synthetic lease, off balance sheet loan or similar off balance sheet financing product or (k) all direct or indirect liability, contingent or otherwise, of the Seller with respect to any other Indebtedness of another Person if the primary purpose or intent of incurring such Indebtedness, or the primary effect thereof, is to provide assurance to the obligee of such Indebtedness that such Indebtedness will be paid or discharged.

4
Asset Purchase Agreement

22624125-v3



1.23“Intellectual Property” shall mean all intellectual property rights including without limitation:
1.23.1patents, patent applications, inventions, invention disclosures and all related continuation, continuation-in-part, divisional, reissue, reexamination, utility model, certificate of invention and design patents, patent applications, registrations and applications for registrations;
1.23.2trademarks, service marks, trade dress, Internet domain names, social media accounts, logos, trade names and corporate names and registrations and applications for registration thereof;
1.23.3copyrights and registrations and applications for registration thereof including without limitation works of authorship, website and social media content, packaging, and any other promotional and advertising materials;
1.23.4mask works and registrations and applications for registration thereof;
1.23.5computer software, (including all related code), interfaces, applications, data, databases and related documentation;
1.23.6trade secrets and confidential business information (such as formulations, recipes, and other confidential information), know-how, manufacturing and product processes and techniques, research and development information, financial, marketing and business data, pricing and cost information, business and marketing plans and customer and supplier lists and information;
1.23.7other proprietary rights relating to any of the foregoing (including remedies against infringements thereof and rights of protection of interest therein under the laws of all jurisdictions);
1.23.8all goodwill represented by and/or associated with any of the foregoing; and
1.23.9all copies and tangible embodiments of any of the foregoing.

1.24“Internal Systems” shall mean the internal information technology (IT) systems of the Seller that are used in the operation of the Business, including without limitation computer hardware systems and all equipment associated therewith, software applications, interfaces, databases and embedded systems.

5
Asset Purchase Agreement

22624125-v3



1.25“Liens” shall mean all liens, charges, easements, security interests, mortgages, conditional sale contracts, equities, rights of way, restrictions, title defects, objections, claims or other encumbrances.

1.26“Material Adverse Effect” shall mean an event which has a material adverse effect on the condition, financial or otherwise, of the Assets, Business, prospects or results of operations of the Business.
1.27“Materials of Environmental Concern” shall mean any:  pollutants, contaminants or hazardous substances (as such terms are defined under CERCLA), pesticides (as such term is defined under the Federal Insecticide, Fungicide and Rodenticide Act), fertilizers, solid wastes and hazardous wastes (as such terms are defined under the Resource Conservation and Recovery Act), chemicals, other hazardous, radioactive or toxic materials, oil, petroleum and petroleum products (and fractions thereof), or any other material (or article containing such material) listed or subject to regulation under any law, statute, rule, regulation, order, Permit, or directive due to its potential, directly or indirectly, to harm the environment or the health of humans or other living beings.
1.28“Most Recent Balance Sheet” shall mean the unaudited consolidated balance sheet of the Seller as of the Most Recent Balance Sheet Date.
1.29“Most Recent Balance Sheet Date” shall mean June 30, 2021 at the Effective Date and the last day of the month immediately preceding the Closing Date at Closing.

1.30“Obsolete Inventory” means any inventory on hand at the Closing that has not sold within the preceding twelve months from the Closing Date.

1.31“Permits” shall mean all permits, licenses, registrations, certificates, orders, approvals, franchises, variances and similar rights issued by or obtained from any Governmental Authority (including those issued or required under any Environmental Law, those relating to the purchase, possession, use or sale of any of the Assets, or the occupancy or use of owned or leased real property).

1.32“Permitted Liens” means (i) statutory Liens for Taxes reflected on the financial statements and that are not yet due and payable or are being contested in good faith and for which adequate reserves have been made with respect thereto, which are not yet due and payable; (ii) mechanics’, carriers’, workers’, repairers’ and similar liens arising or incurred in the ordinary course of business securing amounts that are not delinquent; (iii) Liens relating to Indebtedness which will be repaid at Closing in full and released; (iv) statutory Liens of landlords with respect to any premise leased pursuant to any lease arising or incurred in the ordinary course of business; and (v) easements, rights of way, zoning ordinances and other similar encumbrances affecting premises subject to each
6
Asset Purchase Agreement

22624125-v3



lease which do not, individually or in the aggregate, prohibit, or interfere in any material respect with, the current operation of the Business.

1.33“Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, any other business entity, or a governmental entity (or any department, agency, or political subdivision thereof).
1.34“PPP Forgivable Uses” means uses of proceeds of a PPP Loan that are eligible for forgiveness under Section 1106 of the CARES Act and otherwise in compliance with all other provisions or requirements of the CARES Act applicable in order for such PPP Loan to be eligible for forgiveness.
1.35“PPP Lender” means American Express.

1.36“PPP Loans” means any and all Paycheck Protection Program loans under the Small Business Administration 7(a) loan program received by the Seller in connection with the CARES Act, as supplemented by the Paycheck Protection Program and Health Care Enhancement (PPPHCE) Act.
1.37“PPP Loan Escrow Agreement” means the escrow agreement by and between the PPP Lender and the Seller, in the form provided by Seller to Buyer.

1.38“Pre-Closing Period” means any taxable period ending on or prior to the Closing Date, and with respect to any Straddle Period, the portion of such Straddle Period deemed to end on and include the Closing Date.

1.39“Retained Liabilities” shall mean any and all liabilities or obligations (whether known or unknown, absolute or contingent, liquidated or unliquidated, due or to become due and accrued or unaccrued, and whether claims with respect thereto are asserted before or after the Closing) of the Seller which are not Assumed Liabilities. The Retained Liabilities shall include, without limitation, all liabilities and obligations of the Seller:

1.39.1arising out of or relating to Excluded Assets, including without limitation Excluded Contracts, whether arising prior to or after the Closing;

1.39.2arising out of or attributable to any Excluded Tax Liability;

1.39.3for Seller Transaction Expenses (other than the portion of Transfer Taxes for which Buyer is liable pursuant to Section 2.2.2 as detailed herein);

7
Asset Purchase Agreement

22624125-v3



1.39.4arising prior to the Closing under the Acquired Contracts, and all liabilities for any breach, act or omission by the Seller prior to the Closing under any Acquired Contract;

1.39.5arising out of events, conduct or conditions existing or occurring prior to the Closing that constitute a violation of or non-compliance with any law, rule or regulation, any judgment, decree or order of any Governmental Authority, or any Permit or that give rise to liabilities or obligations with respect to materials of environmental concern;

1.39.6for any claims for wages or other benefits, bonuses, accrued vacation, workers’ compensation, deferred compensation, severance, retention, termination or other payments to any present or former employees, officers, directors, managers, retirees, independent contractors or consultants of Seller, including any liabilities of any Seller for employer FICA and unemployment taxes incurred and any liabilities for federal or state income tax and FICA taxes of employees of Seller which the Seller is legally obligated to withhold, and all liabilities resulting from the termination of employment of employees of the Seller prior to the Closing that arose under any federal or state law or under any Seller Plan established or maintained by the Seller;

1.39.7for payment of all bonuses for employees as of the Closing, where such Retained Liability shall consist of (i) the pro-rata portion of any annual bonuses due to non-Principal employees during 2021 (equal to the number of days that have transpired in 2021 from January 1 to the date of Closing, divided by 365, with such amount multiplied by the gross amount of annual bonuses due to such employees for fiscal 2021), and (ii) the total amount of any annual bonuses due to the Principals for fiscal year 2021, all as set forth on Schedule 1.39.7;

1.39.8with respect to any insurance policies, to indemnify any person or entity by reason of the fact that such person or entity was a director, officer, employee, or agent of the Sellers or was serving at the request of the Sellers as a partner, trustee, director, officer, employee, or agent of another entity (whether such indemnification is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses, or otherwise and whether such indemnification is pursuant to any statute, charter document, bylaw, agreement, or otherwise);
1.39.9for injury to or death of persons or damage to or destruction of property occurring prior to the Closing (including any workers compensation claim);
8
Asset Purchase Agreement

22624125-v3



1.39.10for any guarantees (personal or otherwise), whether arising out of an Acquired Contract or otherwise; and

1.39.11for all Indebtedness of Seller, including without limitation all PPP Loans and EIDL Loans.

1.40“Seller’s knowledge” or any other similar knowledge qualification (whether of Seller or the Principals), means the actual knowledge of any of the Principals or managers of Seller after commercially reasonable inquiry of appropriate agents and of those employees of Seller who, by virtue of such employees’ job functions and duties, have or should have knowledge of the matter subject to such inquiry.

1.41“Seller Plan” shall mean any Employee Benefit Plan maintained, or contributed to, by the Seller, any Subsidiary or any ERISA Affiliate.
1.42“Seller Transaction Expenses” means (i) all of the fees, costs and expenses incurred by Seller, its members or managers or Principals in connection with, in anticipation of or incident to the negotiation, execution, and delivery of this Agreement or any agreements related hereto, or the transactions contemplated hereby or thereby, or in connection with or in anticipation of any alternative transactions with respect to the Seller, including all fees, costs and expenses payable to attorneys, financial advisors, accountants, consultants or other advisors and all obligations under any engagement letter or other agreement or understanding with any investment bank or broker, (ii) all payments by Seller or Principals to obtain any third party consent required under any Acquired Contract in connection with the consummation of the transactions contemplated by this Agreement, (iii) all obligations that arise in whole or in part as a result of the consummation of the transactions contemplated by this Agreement under any Acquired Contract, Excluded Contract or Seller Plan, including all change of control, severance, retention, stock appreciation, phantom stock or similar obligations or any other accelerations of or increases in rights or benefits, and all employer side payroll Taxes and mandatory matching obligations that are payable or incurred by Seller in connection with or as a result of the satisfaction of such obligations, and (iv) 50% of any Transfer Taxes that are the responsibility of the Seller pursuant to Section 2.2.2.
1.43“Shares” means, collectively, the Closing Shares and the Additional Consideration.

1.44“Slow-Moving Inventory” means inventory on hand with respect to any product that (i) is in excess of the average number of units of such product sold during the 12 months prior to the Closing, or (ii) is not used or sold at any of Buyer’s current locations. For avoidance of doubt, Slow-Moving Inventory shall not include any product that has not been on hand for at least twelve months.

9
Asset Purchase Agreement

22624125-v3



1.45“Straddle Period” means any taxable period beginning on or before and ending after the Closing Date.
1.46“Target Working Capital Amount” shall be determined by the parties following the pre-closing physical inventory described in Section 1.50 below.

1.47“Tax” means any (i) federal, state, local or foreign income, gross receipts, franchise, estimated, alternative minimum, add-on minimum, sales, use, transfer, real property gains, registration, value added, excise, escheat, unclaimed property, tax on “global intangible low-taxed income (as defined in Section 951A of the Code), natural resources, severance, stamp, occupation, premium, windfall profit, environmental, customs, duties, real property, personal property, shares, social security, unemployment, disability, payroll, license, employee or other withholding, or other tax, of any kind whatsoever and any fee, custom, impost, assessment, obligation, levy, tariff, charge or duty in the nature of a tax, including any interest, penalties or additions to tax or additional amounts in respect thereto, whether disputed or not, and (ii) any liability in respect of any items described in clause (i) immediately foregoing by reason of (A) being a transferee or successor or by having been a member of a combined, affiliated, unitary, consolidated or similar group or otherwise by operation of Law or (B) by contract or otherwise, in each case, under clauses (i) or (ii) immediately foregoing regardless of whether affirmatively asserted by a Governmental Authority.

1.48“Tax Return” means any form, return, declaration, report, claim for refund, information return certificate, bill, document, declaration of estimated Taxes, schedule or other information (including any schedule, appendix or attachment thereto) and any amendment thereof, required or permitted to be filed in connection with the imposition, determination, assessment or collection of any Tax or the administration, implementation or enforcement of or compliance with any Laws relating to any Tax.
1.49“Transfer Taxes” means, collectively, all transfer, documentary, sales, use, stamp, registration, conveyance, value added or other similar Taxes or charges (together with any related fee, penalties, interest and additions to such Taxes) arising out of or incurred in connection with, or associated with, this Agreement or the transactions contemplated by this Agreement.
1.50“Working Capital” means as of immediately prior to the Closing Date (a) the current assets (excluding any Cash Amount, any Tax assets, and any Excluded Assets) of the Seller, minus (b) the current liabilities (excluding Seller Transaction Expenses, Tax liabilities, Indebtedness, any intercompany payables and any Retained Liabilities) of the Seller. The calculation of Working Capital shall be prepared in accordance with GAAP. For illustrative purposes, an example calculation of Working Capital is set forth on Exhibit H (the “Working Capital Example”). The parties shall cause a physical
10
Asset Purchase Agreement

22624125-v3



inventory to be taken, and completed not more than one day before Closing, by individuals designated by Buyer (the “Inventory Team”).
1.51“Working Capital Deficit” means the amount by which the Working Capital is less than the Target Working Capital Amount.
1.52“Working Capital Surplus” means the amount by which the Working Capital is greater than the Target Working Capital Amount.

2.SALE AND PURCHASE OF ASSETS

2.1    Sale of Assets. On the terms and subject to the conditions of this Agreement and for the consideration set forth herein, Seller shall at the Closing, sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, all of the assets, rights and properties of any kind owned by the Seller, including without limitation those used in the Business, other than Excluded Assets (as defined below) (collectively, the “Assets”), in each case, free and clear of any and all Liens, other than Permitted Liens, including the Assets detailed below:

2.1.1Inventories. Subject to the immediately following sentence and except for Obsolete Inventory, all inventories of, finished goods, inventory for resale, supplies and repair materials of Seller (taken as a whole), as of the Closing Date (the “Inventory”) it being expressly agreed that all Obsolete Inventory will not be included in the Assets and will constitute Excluded Assets. In addition, Assets shall include Seller’s Slow-Moving Inventory, provided that, for purposes of calculating the Asset Purchase Price, any Slow-Moving Inventory included in the Assets will be valued at sixty percent (60%) of the applicable Seller’s actual cost. A summary of such Slow-Moving Inventory on hand as of July 16, 2021 is attached hereto as Schedule 2.1.1. For clarity, it is expressly agreed by the Parties that Seller has the right to keep all Obsolete Inventory, all of which shall constitute Excluded Assets.

2.1.2Fixed Assets and Tangible Personal Property. All fixed assets and tangible personal property of the Business (other than the Excluded Assets enumerated in Section 2.5) as it relates to this transaction, including all equipment, supplies, furniture, fixtures, hardware. A list of such fixed assets and tangible personal property is attached hereto as Schedule 2.1.2.

2.1.3Intangible Personal Property. All intangible property of the Seller as of the Closing (collectively, “Intangible Assets”) including without limitation, goodwill, software including all object and source code, data and databases, confidential and proprietary information including without limitation customer lists, customer files, customer records, vendor lists, files and records, trade and other association
11
Asset Purchase Agreement

22624125-v3



memberships, if any and to the extent transferable. A detailed list of such assets is attached hereto as Schedule 2.1.3.

2.1.4Contracts. All rights in and to all Acquired Contracts.
2.1.5Intellectual Property. Any and all Intellectual Property (i) owned or purported to be owned by Seller or that is licensed by Seller pursuant to any Acquired Contract; and (ii) owned by any of the Principals, if any, that is held for use in or used in the Business (the “Acquired IP”). The Acquired IP shall include, without limitation, the Intellectual Property identified in Schedule 3.13 and any Acquired IP that is identified in Schedule 2.1.3. In the event of any such Intellectual Property owned by Principals, Principals shall, for the consideration set forth herein, at the Closing, sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Principals, all such Intellectual Property related to the Business and held in the name of the Principals.


2.2    Asset Purchase Price. Subject to the terms and conditions of this Agreement, and in full consideration for the transfer of such Assets at Closing, the aggregate purchase price (the “Purchase Price”) shall be: (a) the actual cost of Seller’s inventory minus Obsolete Inventory and including Slow-Moving Inventory to the extent determined according to Section 2.1.1, which is estimated to be $4,414,993; plus (b) the sum of $134,435 for Seller’s fixed assets; plus (c) the amounts shown on Schedule 2.2(c) (which shall be updated to reflect actual outstanding out-of-pocket costs of Seller at Closing); plus (d) $8,825,596 in cash; ((a), (b), (c) and (d) together, the “Cash Purchase Price”); plus (e) the Closing Shares; plus (f) the Additional Consideration. The Purchase Price shall also be subject to any and all adjustments, if any, pursuant to Article 8.

2.2.1 Subject to the terms and conditions set forth herein, at the Closing:

    (a)    Buyer shall pay to the applicable obligees thereof, on behalf of the Seller and for Seller’s account, as a deduction from the Cash Purchase Price, the aggregate amount of Indebtedness outstanding as of the Closing and Seller Transaction Expenses, in each case as set forth on the Estimated Closing Statement;

    (b)    Buyer shall deduct from the Cash Purchase Price and deposit with an escrow agent designated by Buyer (the “Escrow Agent”), an amount equal to $252,160 (the “Adjustment Escrow Amount”), and such funds plus all income accrued thereon (the “Adjustment Escrow Fund”) shall be maintained by Escrow Agent to secure Seller’s obligations under Section 2.3 of this Agreement and shall be administered and payable in accordance with an escrow agreement by and among the Seller, Buyer and Escrow Agent in a form satisfactory to Buyer (the “Escrow Agreement”);

12
Asset Purchase Agreement

22624125-v3



    (c)    Buyer shall deduct from the Cash Purchase Price the amount required by the PPP Lender and deposit the same in accordance with the PPP Loan Escrow Agreement; and

    (d)    Buyer shall pay to Seller the Estimated Closing Amount (as defined in Section 2.3.1 below).

2.2.2 Transfer Taxes. Buyer and Seller shall each pay 50% of any Transfer Taxes that may become payable in connection with the sale of the Assets to Buyer. Buyer shall timely file or cause to be timely filed all necessary tax returns with respect to Transfer Taxes, and the Seller will cooperate in filing such tax returns and reducing or eliminating such Transfer Taxes. The Seller shall pay 50% of the amount due with respect to such Tax Return to the Buyer no less than three (3) business days prior to the due date for filing thereof. Buyer and Seller will each use commercially reasonable efforts to avail itself of any available exemptions from any such Transfer Taxes.

2.2.3 Bulk Transfer Laws. The Seller shall indemnify and hold harmless the Buyer against any and all liabilities which may be asserted by any third parties against the Buyer as a result of noncompliance with any applicable bulk transfer statutes should any exist.

2.3    Purchase Price Adjustment.
2.3.1. Estimated Closing Amount. At least three (3) business days before the Closing Date, the Seller shall prepare and deliver to Buyer a schedule (the “Estimated Closing Statement”) setting forth Seller’s good faith estimate of Working Capital, Indebtedness and Seller Transaction Expenses as of 12:01 a.m. on the Closing Date, in each case calculated in accordance with GAAP. The “Estimated Closing Amount” shall be (a) Cash Purchase Price, minus (b) the Seller’s good faith estimate of the outstanding amount of all Indebtedness as of immediately prior to the Closing, minus (c) the Seller’s good faith estimate of the Seller Transaction Expenses, minus (d) the Seller’s good faith estimate of the amount by which Working Capital is less than the Target Working Capital Amount, if any, plus (e) the Seller’s good faith estimate of the amount by which Working Capital is greater than the Target Working Capital Amount, if any minus (f) the Adjustment Escrow Amount, minus (g) any amounts shown on Schedule 1.39.7 that are accrued but not yet paid by Seller. The Seller and the Principals shall provide the Buyer and its representatives with reasonable access to the books and records of the Seller and shall cause the personnel of the Seller to reasonably cooperate with the Buyer and its representatives, the foregoing being for the purpose of, and to the extent necessary for, enabling the Buyer to review the Seller’s determination of all amounts and estimates in the Estimated Closing Statement and each component thereof. In the event Buyer disagrees with the Estimated Closing Amount, the Buyer shall (a) promptly notify the Seller in writing of such disagreement, setting forth the basis of such disagreement and (b) specify in reasonable detail the nature of its objections to the Sellers’ estimates. The
13
Asset Purchase Agreement

22624125-v3



Sellers and the Buyer in good faith shall seek to resolve in writing any objections set forth in the Buyer’s notice of disagreement prior to the Closing, and the Sellers shall make such revisions to the disputed items as may be mutually agreed between the Sellers and the Buyer; provided that if and to the extent that the Buyer and the Sellers have not resolved all such differences by the close of business on the Business Day prior to the anticipated Closing Date, the parties shall proceed to close based upon the Estimated Closing Statement as prepared by the Sellers (with such modifications as may have been mutually agreed between the Sellers and Buyer prior to the Closing Date) or as otherwise agreed to by the parties before the Closing Date.
2.3.2 Final Closing Statement.
    (a)    On or before the date that is ninety (90) days following the Closing Date, Buyer or its representatives shall prepare a schedule setting forth its determination of Working Capital, Indebtedness and Seller Transaction Expenses (the “Final Closing Statement”) and shall deliver the Final Closing Statement to the Seller. Working Capital shall be determined disregarding any effects on the assets and liabilities of the Seller of (i) purchase accounting adjustments arising from or resulting as a consequence of the consummation of the transactions contemplated hereby or (ii) any cash, cash equivalents, or stock contributed to Seller by Buyer or any of its Affiliates on the Closing Date.
    (b)    Prior to the date which is thirty (30) days after Buyer’s delivery of the Final Closing Statement (the “Protest Date”), the Seller may deliver written notice to Buyer (the “Protest Notice”) setting forth any objections which the Seller may have to the Final Closing Statement. The Protest Notice shall specify in reasonable detail any contested amounts and the basis therefor and shall include a schedule setting forth the Seller’s determination of Working Capital, Indebtedness and Seller Transaction Expenses. If a Protest Notice is not delivered prior to the Protest Date, the Working Capital, Indebtedness and Seller Transaction Expenses as set forth on the Final Closing Statement shall be final, binding and non-appealable by the Sellers. If a Protest Notice is delivered prior to the Protest Date, any amounts not disputed therein shall be final, binding and non-appealable by the Seller. Upon receipt of the Final Closing Statement, the Seller and its accountants will be given reasonable access upon reasonable notice to the relevant books, records, workpapers and personnel during regular business hours for the purpose of verifying Working Capital, Indebtedness and Seller Transaction Expenses. The parties will thereafter negotiate any objections in the Protest Notice in good faith.
(c)    The “Final Closing Amount” shall be equal to (i) the Cash Purchase Price, minus (ii) the amount of Indebtedness as finally determined pursuant to this Section 2.3, minus (iii) the amount of Seller Transaction Expenses as finally determined pursuant to this Section 2.3.2, plus (iv) the amount, if any, by which the Working Capital as finally determined pursuant to this Section 2.3.2 (the “Final Working Capital”) is greater than the Target Working Capital Amount, minus (v) the amount, if any, by which the Final Working Capital is less than the Target Working Capital Amount, plus (vi)
14
Asset Purchase Agreement

22624125-v3



Buyer’s Hawthorne Adjustment. Within ten (10) days after the determination of the Final Closing Amount:
    (x)    If the Final Closing Amount is less than the Estimated Closing Amount, then such difference shall be disbursed from the Adjustment Escrow Fund to Buyer; provided, however, that if the amount of the funds in the Adjustment Escrow Fund is less than the amount payable to Buyer under this Section 2.3.2(c)(x), in addition to the payment of the entire Adjustment Escrow Fund to Buyer, Seller and Principals shall be jointly and severally obligated to pay to Buyer an amount equal to the balance of such difference not satisfied from the Adjustment Escrow Fund; or
    (y)    If the Final Closing Amount is greater than the Estimated Closing Amount, Buyer shall pay to Seller an amount equal to such difference.
(d)    Buyer agrees to work with and assist Seller to obtain rebates from Hawthorne Gardening Company (“Hawthorne”) for hitting purchasing targets during the period from October 1, 2020 through September 30, 2021 (the “Hawthorne Rebate”). In the event that Hawthorne fails to deliver all or a portion of the Hawthorne Rebate to Seller on or before December 31, 2021, Buyer agrees to deliver payment to Seller in an amount equal to fifty percent (50%) of the unpaid portion of the Hawthorn Rebate, which shall in no event, however, exceed an agreed cap (aggregated to include the rebates for all of Seller’s Affiliates to be purchased by Buyer on the Closing Date) of $300,000 (“Buyer’s Hawthorne Adjustment”). Such payment, if any, shall be paid at the same time as delivery of the Final Closing Amount. Upon delivery of Buyer’s Hawthorne Adjustment to Seller, Buyer shall thereupon be entitled to reimbursement of fifty percent (50%) of all or any portion of the Hawthorn Rebate thereafter received by Seller or its Affiliates from Hawthorne.
    Within ten (10) days after the determination of the Final Closing Amount, Buyer and the Seller shall deliver a joint written instruction to the Escrow Agent instructing it to distribute all of the funds in the Adjustment Escrow Fund as follows: (A) to Buyer, the amount, if any, payable to Buyer under Section 2.3.2(d)(x), and (B) to Seller, the amount, if any, equal to all of the funds in the Adjustment Escrow Fund minus the amount, if any, payable to Buyer under Section 2.3.2(c)(x).
2.4    Intentionally Omitted.
2.5    Excluded Assets. Notwithstanding any term herein to the contrary, Seller is not selling, assigning, transferring, or delivering to Buyer, and Buyer is not purchasing, accepting, or acquiring from Seller, any assets specifically set forth below (the “Excluded Assets”):
a)all Cash of Seller, certificates of deposits, cash equivalents and bank accounts of the Sellers;
15
Asset Purchase Agreement

22624125-v3



b)any and all rebates, refunds, awards, credit, or amounts due to Seller for business it conducted prior to the date of Closing;
c)any and all assets that may not be transferred to Buyer under applicable law;
d)any and all Excluded Contracts;
e)any and all Seller Plans;
f)any non-transferrable Permits;
g)Tax refunds to Seller attributable to Taxes paid by Seller in a Pre-Closing Period;
h)all Excluded Assets listed on Schedule 2.5.
2.6    Liabilities. Upon and subject to the terms and conditions of this Agreement, from and after the Closing the Buyer shall assume and become responsible solely for the obligations and liabilities under each Acquired Contract occurring from and after the Closing, to the extent that such obligations and liabilities do not arise from any breach, default or violation of such Acquired Contract by the Seller prior to the Closing (“Assumed Liabilities”). All other obligations and liabilities shall remain with and be the obligations and liabilities of the Seller. Notwithstanding the terms of this Section 2.6 or any other provision of this Agreement to the contrary, the Buyer shall not assume or become responsible for, and the Seller shall remain liable for the Retained Liabilities.
2.7    Closing.
    2.7.1    Closing Date. Subject to the satisfaction or waiver of the conditions to Closing set forth in Section 5 (other than those to be satisfied at the Closing, but subject to their satisfaction or waiver at the Closing), the closing of the purchase and sale of the Assets (the “Closing”) shall be effected by exchanging true, complete and accurate copies of executed originals via electronic mail at 10:00 a.m. EST on the third Business Day following the satisfaction or waiver by the Party entitled to the benefit thereof of the conditions to Closing set forth in Error! Reference source not found. (other than those to be satisfied at the Closing, but subject to their satisfaction or waiver at the Closing), unless the Parties agree to effect the Closing at any other place, time or date. The date on which the Closing occurs is referred to herein as the “Closing Date” and the effective time at which the Closing occurs shall be 12:01 a.m. EST on the Closing Date.

2.7.2    Seller’s Deliveries at Closing. At the Closing, Seller will deliver or cause to be delivered to Buyer:

(a)A Bill of Sale in the form attached as Exhibit A-1 and Assignment and Assumption Agreement in the form attached as Exhibit A-2;
16
Asset Purchase Agreement

22624125-v3




(b)A Manager Certificate in the form attached as Exhibit B duly executed by a duly authorized Manager of the Company, dated as of the Closing Date, certifying to the (i) organizational documents of the Seller (including the current limited liability company agreement and all amendments thereto), (ii) a certificate of good standing of the Seller issued by the Secretary of State of its organization within ten (10) days prior to the Closing Date, including a certified certificate of incorporation or comparable organizational document of Seller, (iii) the resolutions adopted by all of the manager(s) and members of the Seller authorizing Seller’s execution of this Agreement and the transactions contemplated hereby, and (iv) the incumbency of the manager of Seller executing this Agreement and the other transaction documents contemplated hereby by or on behalf of the Seller;

(c)Non-Disclosure and Non-Compete Agreements executed by Seller, Principals, and any non-Principal owners of Seller, in the form attached as Exhibit C;

(d)An Assignment of Intangible Assets and Intellectual Property Agreement executed by Seller in the form attached as Exhibit D (the “IP Assignment”);
(e)A countersigned copy of the employment agreements between Buyer and each of the Principals, respectively, in the forms attached hereto as Exhibit E-1, E-2, and E-3 (collectively, the “Employment Agreements”);

(f)a Form W-9 duly executed by Seller;
(g)a clearance certificate or similar document(s) with respect to the relevant state and local tax jurisdictions in which the Seller is conducting the Business or holding any Assets;
(h)an executed payoff letter in a form as is acceptable to the Buyer in its reasonable discretion for all Indebtedness (other than Assumed Indebtedness and for the PPP Loan, but including the EIDL Loan), which include a per diem interest amount and an authorization (upon payment of such Indebtedness) to file all UCC termination statements and releases necessary to evidence satisfaction and termination of such Indebtedness and to enable the release of any Liens relating thereto, along with wire transfer instructions for each holder of such Indebtedness;
(i)a counterpart to the Funds Flow executed by Seller and Principals;
(j)Intentionally omitted;
17
Asset Purchase Agreement

22624125-v3



(k)Intentionally omitted;
(l)An executed Escrow Agreement executed by Seller and Escrow Agent;
(m)A final copy of the Working Capital Example;
(n)Executed copies of all consents, approvals, orders or authorizations of, or registrations, declarations or filings with, or notices to, any Governmental Authority or other Person listed in Schedule 3.10(c), including without limitation the consent of the landlord under any Lease, which consent shall be obtained at Seller’s sole cost and expense;
(o)The Estimated Closing Statement;
(p)A copy of the fully executed PPP Loan Escrow Agreement by Seller and PPP Lender, and evidence reasonably satisfactory to Buyer that the escrow account for the PPP Loan is fully funded as required under SBA guidance and the PPP Lender has consented to the transactions contemplated by this Agreement;

(q)a non-foreign affidavit dated as of the Closing Date from the Seller, sworn under penalty of perjury and in form and substance required under the Treasury Regulations issued pursuant to Section 1445 of the Code stating that the Seller is not a “foreign person” as defined in Section 1445 of the Code (a “FIRPTA Certificate”);

(r)The Financial Statements, to the extent not already provided; and

(s)Such other documents and instruments as may be reasonably requested to effect the transactions contemplated hereby.

Simultaneously with such deliveries, Seller shall use commercially reasonable efforts to take such steps as are necessary to put Buyer in actual possession and control of the Assets at Closing.

2.7.3    Buyer’s Deliveries at Closing. At the Closing, Buyer shall deliver or cause to be delivered to or for the benefit of Seller the following instruments:
    
(a) A wire transfer to be delivered to Seller in the total amount of the Estimated Closing Amount;

18
Asset Purchase Agreement

22624125-v3



(b)Resolutions from the Buyer and Issuer authorizing consummation of the transactions contemplated by the Agreement in the form attached as Exhibit G-1 and G-2, respectively;

(c)evidence of book-entry delivery of the Closing Shares and Additional Consideration;

(d)A counterpart signature to each of the Employment Agreements executed by Buyer;
(e)A counterpart signature to the IP Assignment executed by Buyer;
(f)A counterpart signature to the Funds Flow executed by Buyer;

(g)An executed Escrow Agreement executed by Buyer; and
(h)Such other documents and instruments as may be reasonably requested to effect the transactions contemplated hereby.

3.REPRESENTATIONS AND WARRANTIES OF SELLER AND PRINCIPALS

Subject to the disclosures set forth in the Disclosure Schedules attached hereto, Seller and Principals, jointly and severally, represent and warrant to Buyer and Issuer that the statements contained in this Article 3 are true and correct as of the Effective Date and will be true and correct as of the Closing Date, in each case except to the extent any such representations and warranties are specifically made as of a particular date (in which case such representations and warranties need only be true and correct as of such date):

3.1Organization; Authority; No Violation of Other Instruments.
3.1.1Seller is a limited liability company doing business as “HGS Hydro” and “Powered by HGS Hydro.” Seller is duly organized, validly existing and in good standing under the laws of the state of its formation, and has full power and authority to own, operate or lease the Assets of the Business. The Seller is duly qualified to conduct business under the laws of each jurisdiction in which the nature of the Business or the ownership of the Assets or ownership or leasing of its properties requires such qualification.
3.1.2The execution and delivery of this Agreement and the performance hereunder by Seller have been duly authorized by all necessary actions on the part of Seller and, assuming execution of this Agreement by Buyer and Issuer, this Agreement will constitute a legal, valid and binding obligation of Seller and Principals, duly enforceable against Seller and Principals, except as such
19
Asset Purchase Agreement

22624125-v3



enforcement may be limited by the application of bankruptcy, insolvency, reorganization, moratorium, or other laws affecting creditors’ rights generally and as such enforcement may be limited by the availability of specific performance and the application of equitable principles, regardless of whether enforcement is sought in a proceeding at law or in equity.

3.2Capitalization; Subsidiaries. All capital and voting interests in the Seller are owned by the Members as shown on Schedule 3.2. The Seller has no subsidiaries or parents.

3.3Ownership and Delivery of Assets. Seller is the true and lawful owner of the Assets and has all necessary power and authority to transfer the Assets to Buyer free and clear of all liens and encumbrances other than Permitted Liens. No other person will have on the Closing Date, any direct or indirect interest in any of the Assets. Upon delivery to Buyer of the Bill of Sale attached as Exhibit A-1, and other instruments of conveyance with respect to the Assets as indicated in Section 2.7.2, Buyer will acquire good and valid title to the Assets free and clear of all Liens other than Permitted Liens. The Assets are sufficient for the conduct of the Seller’s Business as presently conducted and together with the Excluded Assets comprise all of the assets and material rights of Seller currently used in the Business. Each tangible Asset is free from material defects, has been maintained, in all material respects, in ordinary course of Seller’s business, and is in good operating condition and repair (subject to normal wear and tear and routine maintenance) and is suitable for the purposes for which it presently is used.  Except as detailed on Schedule 3.3, the Seller does not own nor has it ever owned any real property or any interest in real property.
3.4Indebtedness. All of the Indebtedness of Seller as of the Effective Date is set forth in Schedule 3.4(a). Except as set forth on Schedule 3.4(b) (the “Assumed Indebtedness”), any and all Indebtedness as of the Closing Date, including Indebtedness in respect of which Liens encumber the Assets, shall be paid off in full or otherwise fully satisfied, before or at the Closing.

3.5Compliance with Law; No Conflicts. The Seller holds and has at all times since inception of the Business held, all licenses, Permits and authorizations necessary for the lawful conduct of the Business pursuant to all applicable statutes, laws, ordinances, rules and regulations of all governmental bodies, agencies and subdivisions having, asserting or claiming jurisdiction over the Business or over any part of the Business’ operations, and to Seller’s knowledge, the Business is not in violation thereof. The Seller has not received written notice of violation of any decree, judgment, order, law or regulation of any court or other governmental body. Schedule 3.5 lists all Permits of the Seller, each of which is current and in good standing. The execution, delivery and performance of this Agreement and its Exhibits, the consummation of the transactions contemplated hereby and thereby and the fulfillment of the terms hereof and thereof will not: (a) conflict with, or result in a breach or violation of the Seller organizational documents or operating agreement; (b) conflict with, or result in a material default (or would constitute a default but for a requirement of notice or lapse of time or both) under any document,
20
Asset Purchase Agreement

22624125-v3



agreement or other instrument to which Seller is a party or result in the creation or imposition of any Lien, charge or encumbrance on any of Seller’s properties pursuant to (i) any law or regulation to which the Seller or any of its property or assets are subject, or (ii) any judgment, order or decree to which Seller is bound or any of its property or assets are subject; or (c) violate any law, order, judgment, rule, regulation, decree or ordinance to which Seller is subject, or by which Seller is bound.

3.6Investments in Others. Neither the Seller nor the Principals (nor any of their respective affiliates) operates any part of the Business through any other person or entity. As of the Closing Date, the Seller and its respective Affiliates (including without limitation, Principals) do not own or operate any Competitive Business (as defined below). For purposes of this Agreement, “Competitive Business” means a business that consists of the sale of hydroponic equipment and supplies for any market, including without limitation retail, wholesale, e-commerce and commercial sales, or any business that otherwise competes, directly or indirectly, with the Seller’s Business.

3.7Financial Statements; Inventory; PPP Loans; EIDL Loans.

3.7.1Schedule 3.7.1 attaches or will attach audited consolidated financial statements of the Seller for each of 2019 and 2020 (the “Audited Financial Statements” to be attached at Closing), the Most Recent Balance Sheet (for the Effective Date and the Closing Date), and the unaudited consolidated financial statements of the Seller for the first quarter of 2021 (on the Effective Date), and for any additional completed quarter of 2021 at the time of Closing (the “Interim Financial Statements” and together with the Audited Financial Statements and the Most Recent Balance Sheets, the “Financial Statements”). For the avoidance of doubt, Schedule 3.7.1 will be updated to attach Financial Statements received after the Effective Date. The books and records of the Seller accurately reflect, in all material respects, the assets, liabilities, business, financial condition and results of operations of the Seller. The Financial Statements are consistent with the books and records of the Sellers, and accurately present the financial condition of the Seller as of the respective dates they were prepared and the results of the operations of the Seller for the periods indicated.
3.7.2Other than Obsolete Inventory or Slow-Moving Inventory, all Inventory of the Sellers, whether or not reflected on the Most Recent Balance Sheet, consists of a quality and quantity usable and saleable in the ordinary course of Seller’s business, except for obsolete items and items of below-standard quality which have been written-off or written-down to net realizable value on the Financial Statements.
21
Asset Purchase Agreement

22624125-v3



3.7.3Schedule 3.7.3 sets forth a complete and correct list of all outstanding PPP Loans and EIDL Loans for the Seller, as well as the outstanding balance thereof, as of the most recent date for which balances were available, and the status of any requests for forgiveness of such PPP Loans. The Seller has provided to the Buyer true, complete and correct copies of the Buyer’s application for the PPP Loans and EIDL Loans, and all information submitted to the PPP Lender and EIDL Lender in support thereof. To its Knowledge in good faith, Seller meets the eligibility requirements for application and receipt of the PPP Loan and EIDL Loan and is otherwise in compliance in all material respects with the CARES Act with respect to the same. Seller has used 100% of the proceeds of such PPP Loan solely for PPP Forgivable Uses, and has used the EIDL Loan solely for permitted purposes under the Covid-19 Economic Injury Disaster Loan terms pursuant to the CARES Act.
3.7.4The Seller has completed an application for the forgiveness of the PPP Loan reflecting that the Seller has used 100% of the proceeds of the PPP Loan for PPP Forgivable Uses, which application has been submitted, together with any and all required supporting documentation (collectively, with such application, a “Forgiveness Application”), to the PPP Lender and the PPP Lender has not rejected and has accepted the Forgiveness Application. Without limiting the foregoing, except for the consent of the PPP Lender, no other consent is required to be obtained from the PPP Lender and the Small Business Administration with respect to the PPP Loan in connection with the consummation of the transactions contemplated hereunder, and no default, event of default or similar condition that gives the PPP Lender or the Small Business Administration the right to accelerate the PPP Loan or reject the eligibility of all or a portion of the PPP Loan for forgiveness. The Seller is responsible for making its own independent judgment with respect to the PPP Loan and the process leading thereto and all considerations thereafter, including with respect to any application for forgiveness of the PPP Loan, and has not relied on Buyer or any of its respective Affiliates with respect to the PPP Loan and the process leading thereto and all considerations thereafter, including with respect to any application for forgiveness of the PPP Loan, and acknowledges and agrees that the Buyer and its Affiliates have not rendered services, or provided any advice, of any nature in connection with the PPP Loan, the CARES Act or the process leading thereto, any application for forgiveness or otherwise (and will not make any claim that any Buyer or any Affiliates thereof have rendered any such services or provided such advice).
3.7.5Without limiting the foregoing, except for the consent of the EIDL Lender, no other consent is required to be obtained from the EIDL Lender and the Small Business Administration with respect to the EIDL Loan in connection with the consummation of the transactions contemplated hereunder, and no default,
22
Asset Purchase Agreement

22624125-v3



event of default or similar condition that gives the EIDL Lender or the Small Business Administration the right to accelerate the EIDL Loan. The Seller is responsible for making its own independent judgment with respect to the EIDL Loan and the process leading thereto and all considerations thereafter, and has not relied on Buyer or any of its respective Affiliates with respect to the EIDL Loan and the process leading thereto and all considerations thereafter, and acknowledges and agrees that the Buyer and its Affiliates have not rendered services, or provided any advice, of any nature in connection with the EIDL Loan, the CARES Act or the process leading thereto (and will not make any claim that any Buyer or any Affiliates thereof have rendered any such services or provided such advice).

3.8Absence of Undisclosed Liabilities. The Business does not have any Indebtedness or liabilities (fixed or contingent, known or unknown, accrued or unaccrued) other than those enumerated in the Financial Statements.

3.9Taxes. Seller is a limited liability company which is classified for U.S. federal, State and local income tax purposes as an S corporation. Seller has prepared and timely filed all Tax Returns required to be filed by it with respect to the Business and Assets, each such Tax Return has been prepared in compliance with all applicable laws and regulations, and all such Tax Returns are true, complete and accurate. All Taxes with respect to the Assets or Business due and payable by the Seller or its owners (whether or not shown or required to be shown on any Tax Return) have been timely paid, with or without permitted extensions of time to file any Tax Return. The Seller has or will have withheld and timely paid to the appropriate Governmental Authority all Taxes required to have been withheld and paid by it in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder, or other third party, and all Forms W-2 and 1099 required with respect thereto have been properly completed and timely filed. Schedule 3.9 attached hereto sets forth each jurisdiction in which Seller or its owners has filed, or will file for the current period, Tax Returns that relate to the Assets or the Business. There is no proceeding pending or, to Seller’s knowledge, threatened with respect to any Taxes for which the Seller or its owners have or may have any liability. The Seller (or its Members and/or Managers on behalf of Seller) have not waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency. There are no Liens for Taxes on any of the Assets. The Seller (i) is not a party to any Tax sharing, Tax allocation, Tax indemnity or similar contract other than any such contract entered into in the ordinary course of business the primary purpose of which is not related to Taxes, (ii) has never been a member of an affiliated, consolidated, combined, or unitary group and (iii) has no liability for the Taxes of any other Person. In accordance with and to the extent required by applicable law, the Seller has properly (x) collected and remitted all sales and similar Taxes with respect to sales made to its customers and (y) for all sales that are exempt from sales and similar Taxes and that were made without charging or remitting sales or similar Taxes, obtained, filed or delivered, as the case may be, valid sales and other transfer tax exemption certificates for all transactions in which the Seller or any customer of the Seller has relied on
23
Asset Purchase Agreement

22624125-v3



such certificates for exemption from sales or similar transfer taxes; and each such exemption certificate was correct and complete in all material respects at the time of the applicable sale or other transfer. The Seller (or its Members and/or Managers behalf of Seller) are not currently the beneficiary of any extension of time within which to file any Tax Return. There have never been any claims by any Governmental Authority in a jurisdiction where the Seller or its owners do not file Tax Returns that any of them is or may be subject to taxation by that jurisdiction. Seller or its owners are not a “foreign person” within the meaning of Section 1445 of the Code. The Seller or its owners are not subject to any private ruling of the Internal Revenue Service or comparable ruling of another Governmental Authority. The Assets do not include any stock or other equity interests in any Person. No power of attorney that is currently in effect has been granted by the Seller that will remain in effect after the Closing (other than powers of attorney granted to a payroll provider). None of the Assets is tax-exempt use property within the meaning of Section 168(h) of the Code. None of the Assets is (i) required to be treated as owned by another person pursuant to the so-called “safe harbor lease” provisions of former Section 168(g)(1)(A) of the Internal Revenue Code of 1954, as amended, or (ii) subject to Section 168(g)(1)(A) of the Code, (iii) subject to a disqualified leaseback or long-term agreement as defined in Section 467 of the Code, or (iv) subject to any long term contract within the meaning of Code Section 460. The Seller is not currently, and has not been, a party to any “listed transaction” or “reportable transaction” as defined in Section 6707A(c)(2) of the Code and Section 1.6011-4(b)(2) of the Treasury Regulations (as modified by published IRS guidance).

3.10Contracts. The Seller has delivered to the Buyer a complete and accurate copy of all “Acquired Contracts” and “Excluded Contracts,” which together constitute all contracts to which Seller is a party, and listed the same in Schedules 3.10(a) and 3.10(b), respectively, showing for each, the names of the parties, the name of the contract and the effective date of the same. With respect to each Acquired Contract and Excluded Contract: (i) the agreement is legal, valid, binding and enforceable against the Seller and to Seller’s knowledge the other party or parties thereto and in full force and effect; (ii) each Acquired Contract is assignable by Seller to the Buyer without the consent or approval of the counterparty(ies) thereto or any other third party or Governmental Authority (except as specified in Schedule 3.10(c)); and (iii) neither the Seller nor, to Seller’s knowledge, any other party to each Acquired Contract or Excluded Contract, is in breach or violation of, or default under, any such Acquired Contract or Excluded Contract, and no event has occurred, is pending or, to the Seller’s knowledge is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Seller or, to Seller’s knowledge, any other party under such Acquired Contract or Excluded Contract.
3.11Customers and Suppliers. Schedule 3.11 sets forth a list of (a) Seller’s top twenty customers based on the revenues derived from customers during the 12-month period immediately prior to the Effective Date and the amount of revenues accounted for by each such customer during such period (each a “Material Customer” and collectively, the “Material Customers”), and (b) each supplier that is Seller’s sole and exclusive supplier of any material product or service supplied to Seller, as well as Seller’s top twenty suppliers based on the
24
Asset Purchase Agreement

22624125-v3



payments made to such suppliers during the 12-month period immediately prior to the Effective Date and the amount of payments made to each such supplier during such period (each a “Material Supplier” and collectively, the “Material Suppliers”). No such Material Customer or Material Supplier has provided Seller with written notice (or to Seller’s knowledge, oral notice) within the past year that it will stop, or decrease the rate of, buying or supplying products or services to or from Seller. In the past year, there has not been any (x) loss of a Material Supplier or Material Customer, or (y) to the Seller’s knowledge, indication from any Material Supplier or Material Customer that it intends to (i) materially reduce the level of business which it does with Seller, (ii) amend the material terms of any agreement between such supplier or customer and Seller, or (iii) terminate or not renew any Contract it may have with Seller.

3.12Warranties. No product or service sold or delivered by Seller is subject to any guaranty, warranty, right of return, right of credit or other indemnity.
3.13Intellectual Property.
3.13.1Schedule 3.13.1 lists all material Intellectual Property owned or purported to be owned by Seller and identifies all applications or registrations therefor including without limitation all patents, patent applications, material unregistered copyrights, copyright registrations or applications therefor, mask work registrations or applications therefor, common law trademarks and service marks, registrations and applications for trademarks and service marks, domain name registrations, and social media accounts for Seller. Such Schedule also provides, where applicable, the specific owner of record for each item, the current status, the jurisdiction, and deadlines associated with maintenance or prosecution coming due in the next 6 months.

3.13.2The Seller owns or has the right to use all Intellectual Property necessary to operate the Business (the “Seller IP”) and all such ownership or rights (in the case of licensed Intellectual Property) in the Seller IP is included in the Assets. The Seller has taken reasonable measures to maintain in confidence all trade secrets and confidential information, that it owns or uses and is in compliance with any non-disclosure or similar contracts that it has entered into. No other person or entity has any rights to any of the Intellectual Property owned or purported to be owned by the Seller (except pursuant to agreements or licenses specified in Schedule 3.13.4), and, to Seller’s knowledge, no other person or entity is infringing, violating or misappropriating any of the Intellectual Property owned or purported to be owned by the Seller.
3.13.3Neither the operation of the Business nor any of the Intellectual Property owned by or purported to be owned by the Seller, or the marketing, distribution, provision or use thereof, infringes or violates, or constitutes a
25
Asset Purchase Agreement

22624125-v3



misappropriation of, any Intellectual Property rights of any person or entity. Schedule 3.13.3 lists any written complaint, claim or notice, or written threat thereof, received by the Seller in the past three (3) years alleging any infringement, violation or misappropriation of any Intellectual Property rights of any person or entity by the Seller.

3.13.4Schedule 3.13.4 identifies each license or other agreement pursuant to which the Seller has granted a right to any third party, including license, sublicense, distribution, or other rights to any third party with respect to, any of the Seller IP. Except as explicitly identified in Schedule 3.13.4, the Seller has not agreed to indemnify any person or entity against any infringement, violation or misappropriation of any Intellectual Property rights.
3.13.5Other than off the shelf software programs licensed by the Seller pursuant to “shrink wrap” or “click-through” licenses, Schedule 3.13.5 identifies each item of Intellectual Property used or held for use by the Seller that is owned by a party other than the Seller, and the license or agreement pursuant to which Seller uses it. The Seller does not own any proprietary software.
3.13.6All of the Intellectual Property owned or purported to be owned by Seller has been created by (i) employees of the Seller within the scope of their employment by the Seller and either governed by the doctrine of work-for-hire or expressly assigned to Seller in a written and enforceable assignment; or (ii) independent contractors of the Seller who have executed written and enforceable agreements providing a present assignment of all right, title and interest in such Intellectual Property to the Seller. No party other than the Seller owns any of the Intellectual Property owned or purported to be owned by Seller. No person owns any of the Seller IP except for Seller.
3.13.7In connection with any collection or use of personally identifiable information from third parties, which is described on Schedule 3.13.7, the Seller has complied with (i) all applicable laws in all relevant jurisdictions including without limitation all laws relating to privacy and data protection; (ii) all industry guidance and best practices, and (ii) its publicly available privacy policy relating to the collection, storage, use and transfer of all personally identifiable information collected by the Seller. There have been no security incidents related to any personally identifiable information collected or held by Seller including without limitation any actual or suspected unauthorized access to or use of any of Seller’s Internal Systems or any personally identifiable information held by Seller.

3.14Absence of Certain Changes or Events. Since December 31, 2020, there have been no events or changes giving rise to a Material Adverse Effect and Seller has operated the Business
26
Asset Purchase Agreement

22624125-v3



in the ordinary course consistent with past practices. Without limiting the generality of the foregoing, except as disclosed on Schedule 3.14, since December 31, 2020:

    (a) Seller has not entered into any contract involving more than $10,000 in payments to or from Seller in any given calendar year, or any contract outside the ordinary course of business, or ordered Inventory outside of the ordinary course of business,

    (b) No party (including Seller) has terminated, cancelled, or amended, modified or accelerated any Acquired Contract,

    (c) Seller has not imposed or become subject to any Liens upon any of its assets or property, other than Permitted Liens,

(d) Seller has not created, incurred, assumed, or guaranteed any Indebtedness,

    (e) Seller has not sold leased, transferred, or assigned any of its material assets, other than sales of inventory in the ordinary course of business,

    (f) Seller has not made any material change in accounting policies, principles, or methodologies or in the manner Seller keeps its books and records or any change by Seller of its current practices with regard to accounting for sales, receivables, payables, or accrued expenses (including any change in depreciation or amortization policies or rates),

    (g) Seller has not failed to pay and discharge any current liabilities or agree with any party to extend the payment of any current liabilities,

    (h) Seller has not, other than with respect to this Agreement, sold, assigned, transferred, leased, licensed, or otherwise disposed of, or agreed to sell, assign, transfer, lease, license, or otherwise dispose of, any asset or property having a value in excess of $10,000 individually, or $25,000 in the aggregate,

    (i) Seller has not made any capital expenditure or commitment for additions to property and equipment or intangible capital assets in excess of $25,000, individually, or $50,000 in the aggregate,

    (j) Seller has not (i) increased the base salary, annual bonus, benefits or any other form of
compensation payable to any of the Seller's Employees or (ii) entered into, adopted or, except as and to the extent required by applicable Law, amended any Seller Plan,

    (k) Seller has not entered into any collective bargaining agreement or relationship with any labor organization, and

27
Asset Purchase Agreement

22624125-v3



    (l) Seller has not authorized or entered into any contract to do any of the foregoing.

3.15Litigation. Except as set forth on Schedule 3.15, Seller is not a party to any pending or, to the knowledge of Seller, threatened action, suit, proceeding or investigation, at law or in equity or otherwise in, for or by any court or other Governmental Authority; nor, to the knowledge of Seller, does any basis exist for any action, suit, proceeding or investigation. The Business and Assets are not subject to any decree, judgment, order, law or regulation of any court or other governmental body. There is no action, proceeding, or investigation pending or threatened, or any basis therefor known to Seller, that questions the validity of the Agreement and Exhibits or the right of Seller and Principals to enter into the Agreement and the Exhibits or to consummate the transactions contemplated by the Agreement and the Exhibits.

3.16Affiliate Transactions. Except as set forth on Schedule 3.16, no officer, employer, director or affiliate of the Seller or Principals (nor any ancestor, sibling, descendant or spouse of any of such persons, or any trust, partnership or corporation in which any of such Persons has or has had an economic interest) has or has had, directly or indirectly, (i) an economic interest in any person that purchases from or sells or furnishes to, the Seller, any material goods or services, or (ii) a beneficial interest in any Acquired Contract or Excluded Contract to which the Seller is a party or by which its properties or assets are bound.

3.17Environmental Matters.
3.17.1The Seller has complied with all applicable Environmental Laws. There is no pending or, to Seller’s knowledge, threatened civil or criminal litigation, written notice of violation, formal administrative proceeding, or investigation, inquiry or information request by any Governmental Authority, relating to any Environmental Law involving Seller, any Permits or the Assets.

3.17.2The Seller has no liabilities or obligations arising from the release of any Materials of Environmental Concern into the environment or from the storage, disposal or handling of any Materials of Environmental Concern.

3.17.3The Seller is not a party to or bound by any court order, administrative order, consent order or other agreement with any Governmental Authority entered into in connection with any legal obligation or liability arising under any Environmental Law.

3.17.4The Seller is not aware of any material environmental liability of any solid or hazardous waste transporter or treatment, storage or disposal facility that has been used by the Seller.
3.18Real Property Leases. Schedule 3.18 lists all leases and subleases for real property to which Seller is a party (collectively, the “Leases”) and lists the term of each such Lease, any
28
Asset Purchase Agreement

22624125-v3



extension options, and the rent payable thereunder. The Seller has delivered to the Buyer complete and accurate copies of all Leases. The premises leased by Seller under each such Lease is suitable for use in the ordinary course of business of the Business as currently conducted and, to Seller’s knowledge, is not subject to any material damage (other than ordinary wear and tear). With respect to each Lease: (a) there are no oral agreements, forbearance programs or to Seller’s Knowledge, disputes in effect as to such Lease, in each case between Seller and the counterparty thereto; and (b) to Seller’s knowledge, there is no Lien, easement, covenant or other restriction applicable to the real property subject to such Lease which would reasonably be expected to materially impair the current uses or the occupancy by the Seller of the property subject thereto.

3.19Limitations on Transferability. Seller acknowledges that the Shares are being issued pursuant to exemption from registration as securities under applicable federal and state law. Seller covenants that in no event will Seller dispose of any of the Shares (other than pursuant to Rule 144 or any similar or analogous rule) without the prior written consent of Issuer, which shall not unreasonably be withheld, conditioned or delayed. The stock certificate representing the Shares shall display the following legend:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS, AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) AN EXEMPTION FROM SUCH REGISTRATION EXISTS AND THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS.”

3.20Accredited Investor. Seller hereby warrants that it is an Accredited Investor under the Securities Act of 1933 (the “Act”).
3.21No Registration of Shares. Seller is aware that the Shares have not been registered under the Act, and that the Shares are deemed to constitute “restricted securities” under Rule 144 promulgated under the Securities Act (“Rule 144”). Seller also understands that the Shares are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon Seller’s representations contained in this Agreement.
29
Asset Purchase Agreement

22624125-v3



3.22Purchase for Own Account. As of the Closing, Seller is acquiring the Shares for its own account and has no present intention of distributing or selling the Shares, except as permitted under the Act and applicable state securities laws.
3.23Knowledge and Experience. Seller has sufficient knowledge and experience in business and financial matters to evaluate the Buyer and the Issuer, its existing and proposed activities and the risks and merits of this investment. Seller has the ability to accept the risk inherent in this type of investment.
3.24Adequate Review. Seller hereby represents and warrants to the Issuer and the Buyer that: (i) it has been advised by the Issuer to review the periodic reports, and filings made by the Issuer under the Securities Exchange Act of 1934 together with other public filings the Issuer has made on the SEC EDGAR system; (ii) that all documents, records, and books pertaining to the acquisition of the Shares as may have been requested by the Seller have been made available or delivered to, and have been examined by, the Seller; (iii) it has received all of the information it has requested from Buyer or Issuer that it considers necessary or appropriate for deciding whether to acquire the Shares; (iv) it has had an opportunity to ask questions and receive answers from Buyer and Issuer regarding the Shares; (v) it has not relied upon the Issuer, the Buyer or any of their respective representatives for any such investigation or assessment of risk; and (v) it understands the significant risks of this investment, including but not limited to the fact that the value of the Shares can increase or decrease after the date of issuance.

3.25 Independent Investigation. Seller represents that, except as set forth in this Agreement, no representations or warranties have been made to Seller by the Buyer, the Issuer or any of their respective officers, directors or agents, employees or affiliates of any of them, and that in entering into this transaction, the Seller is not relying upon information other than that contained in this Agreement and the results of its own independent investigation.
3.26Capacity to Protect Own Interests. Seller has the capacity to protect its own interests in connection with the acquisition of the Shares by virtue of its business or financial expertise.
3.27Residence. Seller represents that the office of Seller in which its investment decision was made is located at the address of Seller set forth on the signature page hereto.
3.28Brokers and Finders. The Seller represents that it has not retained any Brokers in connection with the transactions contemplated hereby.
3.29Employees.
3.29.1Schedule 3.29.1 contains a list of all employees of the Seller (the “Seller Employees”), and with respect to each such Seller Employee, the date of hire, position and the annual rate of compensation (including wages, commissions and bonus opportunity); vacation accrued as of a recent date; and service
30
Asset Purchase Agreement

22624125-v3



credited as of a recent date for purposes of vesting and eligibility to participate under any Seller Plan; and all bonuses and any other amounts to be paid by the Seller at or in connection with the Closing. Schedule 3.29.1 also sets forth the legal employment status of each Seller Employee who is not a U.S. citizen.

3.29.2Each such agreement referenced in the preceding sentence is assignable by the Seller to the Buyer, without the consent or approval of any party and will continue to be legal, valid, binding and enforceable and in full force and effect immediately following the Closing to the same extent as in effect immediately prior to the Closing. No Seller Employee has been promised, orally or in writing, any increase in compensation, bonus or benefits, and no Seller Employee has indicated to the Seller any dissatisfaction with his or her current compensation level. To the knowledge of the Seller, no Seller Employee has any plans to terminate employment with the Seller (other than for the purpose of accepting employment with the Buyer following the Closing) or not to accept employment with the Buyer.

3.29.3Schedule 3.29.3 sets forth a true and complete list of all independent contractors of the Seller, including for each such independent contractor, the contractor’s beginning service date, the beginning and end of any prior terms of service and the current compensation payable to such contractor.

3.29.4Except as set forth in Schedule 3.29.4, the Seller is, and at all times has been, in compliance with all applicable Laws relating to employees and employment matters, including applicable wage and hour Laws, nondiscrimination Laws and immigration Laws. There are no pending, or the knowledge of the Seller, threatened, complaints before any employment standards tribunal or human rights tribunal, court or employment tribunal and there are no pending or threatened workers’ compensation, discrimination or other employee claims. All individuals characterized and treated by the Seller as independent contractors are properly treated as independent contractors under all applicable Laws. The Seller has maintained all records required by applicable Law and good human resources practices regarding the employment of each Seller Employee. The Seller has provided all Seller Employees with all wages, benefits, service payments, per diem, relocation benefits, commissions, equity, stock options, bonuses and incentives and any and all other compensation (in whatever form or nature) which became due and payable through the date of
this Agreement and in compliance with all Laws.

3.29.5The Seller is not a party to nor is bound by any collective bargaining agreement, nor has it experienced any strikes, grievances, claims of unfair labor practices or other collective bargaining disputes. The Seller has no
31
Asset Purchase Agreement

22624125-v3



knowledge of any organizational effort made or threatened, either currently or within the past three years, by or on behalf of any labor union with respect to Seller Employees.

3.30Seller Plans.
3.30.1Schedule 3.30.1 contains a complete and accurate list of each Seller Plan. Complete and accurate copies of (i) all Seller Plans which have been reduced to writing, (ii) written summaries of all unwritten Seller Plans, and (iii) all related trust agreements, insurance contracts and summary plan descriptions have been delivered or made available to the Buyer.

3.30.2Each Seller Plan is and at all times has been operated and maintained in material compliance with its terms and the requirements of applicable Law, including the Code and ERISA. With respect to each Seller Plan, as of the Closing Date, all contributions and other payments (including all premiums, employer contributions and employee salary reduction contributions) required to be made to, under or with respect to each Seller Plan for any period ending on the Closing Date will have been made, and there are no pending or, to the Knowledge of the Seller, threatened, Actions with respect to the Seller Plans other than routine claims for benefits. The Buyer shall not be subject to any Liability with respect to a Seller Plan.

3.30.3At no time has the Seller or any ERISA Affiliate been obligated to contribute to any “multiemployer plan” (as defined in Section 4001(a)(3) of ERISA), any defined benefit plan subject to the provisions of Section 412 of the Code, any “multiple employer welfare arrangement” (as defined in Section 3(40) of ERISA), or any multiple employer plan (as defined in Section 413(c) of the Code).

3.30.4There are no unfunded obligations under any Seller Plan providing benefits after termination of employment to any Seller Employee (or to any beneficiary of any such Seller Employee), including but not limited to retiree health coverage and deferred compensation, but excluding continuation of health coverage required to be continued under Section 4980B of the Code or other applicable law and insurance conversion privileges under state law.

3.30.5The execution and delivery of this Agreement and performance of the transactions contemplated hereby will not (either alone or upon the occurrence of any additional or subsequent events) (i) entitle any current or former Seller Employee to severance pay, or a transaction or retention bonus, unemployment compensation or any other payment or additional compensation, (ii) accelerate the time of payment or vesting, or increase the
32
Asset Purchase Agreement

22624125-v3



amount of compensation due any such employee, officer, director or independent contractor, or (iii) result in any breach or violation of, or a default under, any Seller Plan.

3.31Full Disclosure. The representations and warranties of Seller and Principals contained in this Agreement and the schedules hereto, when read together, do not contain any untrue statement of a material fact or omit any material fact necessary to make the statements contained therein or herein in view of the circumstances under which they were made not misleading.

4.REPRESENTATIONS AND WARRANTIES OF BUYER AND ISSUER

Buyer and Issuer hereby jointly and severally represent and warrant to Seller and Principals the following, which are true and correct as of the Effective Date, in each case except to the extent any such representations and warranties are specifically made as of a particular date (in which case such representations and warranties need only be true and correct as of such date):

4.1Corporate Organization and Authority. Buyer and Issuer are Delaware and Colorado Corporations, respectively, duly organized, validly existing, authorized to exercise their respective corporate powers, rights and privileges in Delaware and Colorado, and in good standing in the States of Delaware and Colorado, respectively.

4.2Authorization. All corporate action on the part of Buyer and Issuer, its officers, directors, and stockholders necessary for the authorization, execution, delivery, and performance of all obligations under this Agreement and for the issuance of the Shares has been taken, and this Agreement constitutes a legally binding and valid obligation of Buyer and Issuer, respectively, enforceable in accordance with its terms.

4.3Corporate Power. Buyer and Issuer have all requisite legal and corporate power and authority to execute and deliver this Agreement and Exhibits, to sell and issue the Shares, and to carry out and perform their respective obligations under the terms of the Agreement.

4.4Litigation. There is no action, proceeding, or investigation pending or threatened, or any basis therefor known to Buyer or Issuer, that questions the validity of the Agreement or the right of Buyer or Issuer to enter into the Agreement or to consummate the transactions contemplated hereby. No event has occurred, or circumstances exist that may give rise or serve as a basis for any such action.

4.5Brokers and Finders. Each of the Buyer and Issuer represents that it has not retained a Broker in connection with the transactions contemplated by this Agreement, and Buyer and Issuer shall jointly and severally indemnify, defend and hold Seller harmless from any breach of the representation herein set forth

33
Asset Purchase Agreement

22624125-v3



4.6No Conflicts. The execution, delivery and performance of this Agreement and its Exhibits, the consummation of the transactions contemplated hereby and thereby and the fulfillment of the terms hereof and thereof will not: (a) conflict with, or result in a breach or violation of the Buyer or Issuer organizational documents; (b) conflict with, or result in a default (or would constitute a default but for a requirement of notice or lapse of time or both) under any document, agreement or other instrument to which Buyer or Issuer is a party or result in the creation or imposition of any lien, charge or encumbrance on any of Buyer’s or Issuer’s properties pursuant to (i) any law or regulation to which the Buyer or Issuer or any of their property is subject, or (ii) any judgment, order or decree to which Buyer or Issuer is bound or any of its property is subject; or (c) violate any law, order, judgment, rule, regulation, decree or ordinance to which Buyer or Issuer is subject, or by which Buyer or Issuer is bound.

4.7Validity of Shares. As of the Closing, the Shares will be duly authorized and, when issued and paid for in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable to Seller, free of any liens, claims or other encumbrances, except for restrictions on transfer provided for herein or under the Act, or other applicable securities laws. The sale and issuance of the Shares hereunder is exempt from the registration requirements of the Securities Act and other applicable securities laws.

4.8Sufficient Funds. Buyer will have at the Closing (through existing credit arrangements, capital calls or otherwise) sufficient funds available to pay the Cash Purchase Price.

4.9Independent Investigation. Buyer has had the opportunity to conduct all such due diligence investigation of the Assets, Assumed Contracts and the Assumed Liabilities as Buyer deems necessary or advisable in connection with entering into this Agreement and the other transactions contemplated hereby and have conducted to Buyer’s satisfaction an independent investigation and verification of the current condition and affairs of the Assets, Assumed Contracts and the Assumed Liabilities.

4.10Exclusivity of Representations. The representations and warranties made by Buyer in this Article 4 and in any Exhibit, Schedule or certificate delivered pursuant hereto are the exclusive representations and warranties made by Buyer. Buyer hereby disclaims any other express or implied representations or warranties with respect to itself.

5.CLOSING CONDITIONS.
5.1Conditions to Buyer’s Obligations. The obligation of Buyer to consummate the transactions contemplated by this Agreement is subject to the satisfaction of the following conditions at or prior to the Closing, any of which may be waived only in writing by the Buyer in its sole discretion:
5.1.1Representations and Warranties.
34
Asset Purchase Agreement

22624125-v3



(a)Each of the Fundamental Representations shall be true and correct in all but de minimis respects on and as of the date hereof and at and as of the Closing as if made on and as of the Closing Date.
(b)Each of the representations and warranties contained in Article 3 (other than the Fundamental Representations), disregarding all materiality, Material Adverse Effect or similar qualifications or exceptions contained therein, shall be true and correct in all respects on and as of the date hereof and on and as of the Closing Date with the same effect as if made on and as of the Closing Date (other than such representations and warranties that are made as of a specified date, which representations and warranties shall be true and correct as of such date).
5.1.2Performance of Covenants. Each Principal and the Seller shall have performed in all of the covenants and agreements required to be performed by it under this Agreement prior to or at the Closing, including without limitation all conditions and deliverables listed in Section 2.7.2.
5.1.3No Orders or Proceedings. No order, rule, regulation or law shall have been entered or adopted or be in effect, and no proceeding shall be pending or overtly threatened by or before any Governmental Authority, that could reasonably be expected to enjoin, prevent, restrain or materially delay consummation of any of the transactions contemplated by this Agreement or the agreements contemplated hereby.
5.1.4No Material Adverse Effect. No fact, event, condition or circumstance has occurred or arisen since the date of this Agreement that, individually or in combination with any other facts, events, conditions or circumstances, has had or would reasonably be expected to have a Material Adverse Effect.
5.1.5Deliveries by Seller and the Principals. At the Closing, Seller and the Principals shall have delivered or caused to be delivered to Buyer:
(a)a certificate executed and delivered by a manager of the Seller, dated the date of the Closing, stating that the conditions specified in Sections 5.1.1, 5.1.2 and 5.1.4 have been satisfied as of the Closing; and
(b)such other documents and instruments as Buyer may reasonably require in order to effectuate the transactions that are the subject of this Agreement, including, without limitation, (i) an unqualified audit opinion of Seller’s Audited Financial Statements confirming that Seller’s Business (including, for this purpose, that of its
35
Asset Purchase Agreement

22624125-v3



affiliates also being purchased by Buyer on the Closing Date) generated no less than $5,000,000 in EBITDA during 2020, (ii) Interim Financial Statements confirming that Seller’s Business (including, for this purpose, that of its affiliates also being purchased by Buyer on the Closing Date) generated no less than $5,000,000 in EBITDA during the first half of 2021 and is on track to generate no less than $7,000,000 in EBITDA for fiscal year 2021, as supported by Seller’s books and records, and (iii) such other updated Exhibits and Schedules as provided for herein.
5.1.6 Inventory. The Inventory Team shall have completed a physical inventory and determined the Inventory value, which shall be binding upon the parties, prior to Closing.
        
All documents and instruments delivered to Buyer shall be in form and substance reasonably satisfactory to Buyer.

5.2Conditions to Seller’s and Principals’ Obligations. The obligation of Seller and Principals to consummate the transactions contemplated by this Agreement is subject to the satisfaction of the following conditions at or prior to the Closing, any of which may be waived only in writing by the Seller and Principals in their sole discretion:

5.2.1Representations and Warranties. Each of the representations and warranties contained in Article 4, disregarding all materiality, Material Adverse Effect or similar qualifications or exceptions contained therein, shall be true and correct in all respects on and as of the date hereof and on and as of the Closing Date with the same effect as if made on and as of the Closing Date (other than such representations and warranties that are made as of a specified date, which representations and warranties shall be true and correct as of such date).
5.2.2Performance of Covenants. Buyer shall have performed in all of the covenants and agreements required to be performed by it under this Agreement prior to or at the Closing, including without limitation all conditions and deliverables listed in Section 2.7.3.
5.2.3No Orders or Proceedings. No order, rule, regulation or law shall have been entered or adopted or be in effect, and no proceeding shall be pending or overtly threatened by or before any Governmental Authority, that could reasonably be expected to enjoin, prevent, restrain or materially delay consummation of any of the transactions contemplated by this Agreement or the agreements contemplated hereby.
6.TERMINATION.
36
Asset Purchase Agreement

22624125-v3



6.1Termination. This Agreement may be terminated at any time prior to the Closing as follows:

6.1.1by the mutual written consent of Buyer and Seller;

6.1.2by Buyer, if (i) a breach or failure to perform any material representation, warranty, covenant or agreement on the part of Seller or any Principal set forth in this Agreement shall have occurred which is not cured within thirty (30) days following Buyer’s written notice to Seller of such breach; and (ii) Buyer is not in material breach of any provision of this Agreement;

6.1.3by the Seller if (i) a breach or failure to perform any material representation, warranty, covenant or agreement on the part of the Buyer set forth in this Agreement shall have occurred which is not cured within thirty (30) days following the Seller’s written notice to the Buyer of such breach and renders impossible the satisfaction of one or more of the conditions set forth in Section 5.2 and (ii) Seller and Principals are not in material breach of any provision of this Agreement;

6.1.4by either the Buyer or the Seller if the Closing has not occurred on or before the date that is the later of (i) thirty days after the receipt by Buyer of Seller’s Audited Financial Statements, or (ii) sixty days after the Effective Date (collectively, the “Outside Date”), provided that the party seeking to terminate shall not be entitled to terminate pursuant to this Section 6.1.4 if the failure of the Closing to occur was primarily caused by the failure of the Buyer (if it is seeking to terminate) or Seller (if it is seeking to terminate) to perform in any material respect any of the covenants or agreements to be performed by it prior to the Closing; or

6.1.5by either Buyer or the Seller if a Law is enacted, adopted, promulgated or enforced that makes consummation of the transactions contemplated hereby illegal or otherwise prohibited or if the consummation of the transactions contemplated hereby would violate any order, law, rule or regulation of any Governmental Authority having competent jurisdiction.

In the event of termination pursuant to this Section 6.1, written notice thereof (describing in reasonable detail the basis therefor) shall forthwith be delivered to the other parties hereto.

6.2Effect of Termination. In the event of termination of this Agreement in accordance with Section 6.1, this Agreement shall immediately terminate and have no further force and effect and there shall be no liability on the part of any Party to any other Party under this Agreement, except that (a) the covenants and agreements set forth in this Section 6.2, the provisions of Article 9 (other than
37
Asset Purchase Agreement

22624125-v3



Section 9.12) and all definitions herein necessary to interpret any of the foregoing provisions shall remain in full force and effect and survive such termination indefinitely and (b) such termination shall not function as a release of liability for any willful, intentional and material breach by the Seller or any of the Principals of this Agreement prior to such termination.

7.EMPLOYMENT MATTERS.

7.1Independent Contractors and Employees. Effective upon the Closing, Buyer or one of its Affiliates (the “Hiring Entity”) shall offer employment to each of the employees listed in Exhibit I, which may be updated by mutual agreement the parties prior to the Closing Date, at a compensation amount to be determined by Buyer. Such offer of employment shall be conditioned upon each such employee’s successful (as determined by Buyer in accordance with its hiring policies maintained in the ordinary course of its business consistent with past practices) completion of the pre-employment screening required of all of the Hiring Entity’s employees. Any such Employee who accepts the Hiring Entity’s offer of employment described herein and successfully completes the pre-employment screening shall be deemed a “Hired Employee” effective as of the Closing. The Seller shall bear any and all obligations and liabilities under the WARN Act resulting from employment losses.

7.2Liabilities in Respect of Employees. Buyer shall have no liability for Seller’s liabilities in respect of accrued wages (including salaries, bonuses and commissions), severance pay, accrued vacation, sick leave or other benefits, or employee agreements of any type or nature on account of Seller, retention of or termination of independent contractors or employment of or termination of employees, and Seller and the Principals shall indemnify Buyer and Issuer and hold the same harmless against liability arising out of any claims for such pay or benefits or any other claims arising from Seller’s retention of or employment of or termination of such independent contractors or employees.
8.INDEMNITY

8.1Seller’s Indemnity. The Seller and Principals, jointly and severally, shall indemnify and hold harmless Buyer and Issuer, and their respective affiliates, parents, subsidiaries, officers, directors, successors, agents and assigns, from and against any and all losses, costs, expenses, liabilities, obligations, claims, demands, causes of action, suits, settlements and judgments of every nature, including the costs and expenses associated therewith and reasonable attorneys’ fees (“Buyer’s Damages”) which arise out of: (i) the breach of any representation or warranty made by Seller and/or Principals pursuant to this Agreement; (ii) the non-performance or breach, partial or total, of (x) any covenant made by Seller and/or Principals pursuant to this Agreement or (y) any of the terms of the Seller’s deliverables in Section 2.7.2; (iii) claims of any type or nature relating to the retention of the Business’ independent contractors or employment of the Business’ employees by Seller or any termination of such independent contractors or
38
Asset Purchase Agreement

22624125-v3



employees by Seller; (iv) the Retained Liabilities; (v) the ownership or operation of the Assets by Seller or in connection with the Business of Seller, in each case prior to the Closing Date or arising from acts or omissions occurring prior to the Closing Date; (vi) any PPP Loans and/or EIDL Loans; and (vi) Seller’s portion of the Transfer Taxes pursuant to Section 2.2.2. The representations and warranties of Seller herein set forth shall survive for a period of eighteen (18) months following the Closing Date (the “Claims Period”); provided, however, that the Claims Period with respect to any Fundamental Representation or fraud shall be sixty (60) months or the applicable statute of limitations, whichever is longer, and provided further that the Claims Period with respect to Section 3.9 (Taxes) and 9.17 (Tax Matters) shall survive the Closing Date for a period of sixty (60) days after the expiration of the applicable statute of limitations. Buyer shall not be entitled to indemnification pursuant to this Section  with respect to any breach or misrepresentation of any representation or warranty or other indemnification obligation until such time as its respective aggregate right to such indemnification exceeds Twenty-Five Thousand Dollars ($25,000) (it being agreed that in the event such threshold is reached and exceeded, Seller will be liable for losses from the first dollar of such amount).

8.2Buyer’s and Issuer’s Indemnity. Buyer and Issuer shall jointly and severally indemnify and hold harmless Seller from and against any and all losses, costs, expenses, liabilities, obligations, claims, demands, causes of action, suits, settlements and judgment s of every nature, including the costs and expenses associated therewith and reasonable attorneys’ fees (“Seller’s Damages”), which arise out of: (i) the breach by Buyer or Issuer of any representation or warranty made by Buyer or Issuer pursuant to this Agreement, (ii) the non-performance, partial or total, of any covenant made by Buyer or Issuer pursuant to this Agreement; (iii) the use or ownership of the Assets or the activities of or on behalf of the Buyer related to the Assets on and subsequent to the Closing Date (solely to the extent not arising from acts or omissions occurring prior to the Closing Date); (iv) Buyer’s portion of any Transfer Taxes pursuant to Section 2.2.2; and (v) any Assumed Liabilities.
8.3Adjustment to Purchase Price for Tax Purposes. The Parties shall treat any indemnity payment made under this Agreement pursuant to this Article 8 as an adjustment to the Purchase Price for all Tax purposes to the maximum extent permitted by applicable law. No party shall take any position on any Tax Return or filing, or before any Governmental Authority, that is inconsistent with such treatment unless otherwise required by any applicable law.

9.MISCELLANEOUS

9.1Allocation of Purchase Price. Schedule 9.1 sets forth the allocation agreed to by Seller and Buyer of the Purchase Price and Assumed Liabilities among the Assets being transferred by Seller to Buyer for purposes of determining the income tax consequences of the transactions contemplated by this Agreement. The Parties intend that Schedule 9.1 conform to the requirements of Section 1060 of the Internal Revenue Code, and they agree to be bound thereby
39
Asset Purchase Agreement

22624125-v3



and to act in accordance with it in the preparation and filing of Tax Returns (including Internal Revenue Service From 8594 and any exhibits thereto), information returns, schedules or other filings made with the Internal Revenue Service or other Governmental Authorities. Any adjustments to the Purchase Price pursuant to Section 2.3 or Article 8 shall be allocated in a manner consistent with this Section 9.1 and Schedule 9.1. Each Party shall promptly notify the other of any challenge by any Governmental Authority to any allocation pursuant to this Section 9.1.

9.2Confidentiality. No party hereto shall issue a press release or otherwise publicize the Agreement or transactions contemplated hereby or otherwise disclose the nature or contents of this Agreement until the Closing has occurred. From and after Closing, any such press release or other public announcement shall not be issued without the written approval of Buyer (which such approval shall not be unreasonably withheld, conditioned or delayed), except as may be required by law or any applicable listing agreement with a national securities exchange as determined in the good-faith judgment of the party or affiliate of a party proposing to make such release or communication (in which case, such party or affiliate of a party shall not issue or cause the publication of such press release or other public announcement without providing the other parties a reasonable opportunity to review and comment upon such press release or other public announcement).

9.3Expenses. Each party will pay its own costs and expenses, including legal and accounting expenses, related to the transactions provided for herein, irrespective of when incurred. In the event of any legal action to enforce any of the obligations set forth in the Agreement, the prevailing party shall be entitled to recover costs and reasonable legal fees.

9.4Notices. Any notice or other communication required or permitted hereunder shall be in writing and shall be deemed to have been duly given on the date of service if served personally or by email, or five days after the date of mailing if mailed by first class mail, registered or certified, postage prepaid. Notices shall be addressed as follows:

If to Issuer or Buyer:    GrowGeneration Corp. and
            GrowGeneration Michigan Corp.
            ATTN: Darren Lampert
    930 W 7th Ave, Suite A
    Denver, CO 80204

with a copy to        Robinson + Cole
            ATTN: Mitchell Lampert
            1055 Washington Boulevard
            Stamford, CT 06901

If to Seller:        HGS Shelby, LLC
            c/o HGS HOLDINGS, LLC
40
Asset Purchase Agreement

22624125-v3



ATTN: Rocky Shaeena
            2238 Auburn Road
            Shelby Township, MI 48317

with a copy to:        Elia Law, PLLC
ATTN: Salam Elia
550 West Merrill Street, Suite 100
Birmingham, MI 48009


or to such other address as a party has designated by notice in writing to the other party in the manner provided by this section.

9.5Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Michigan, without respect to its conflict of laws principles.

9.6Successors and Assigns. This Agreement and Exhibits and the rights of the parties hereunder and thereunder may not be assigned by any party without the prior written consent of the other parties, and shall be binding upon and shall inure to the benefit of the parties hereto and the successors and permitted assigns of Buyer, Issuer and the Seller, respectively.

9.7Entire Agreement; Counterparts. This Agreement, together with the schedules and Exhibits hereto, sets forth the entire understanding of the parties hereto with respect to the transactions contemplated hereby and thereby. Any and all previous agreements and understandings between or among the parties regarding the subject matter hereof or thereof, whether written or oral, are superseded and replaced by this Agreement. This Agreement may be executed in two or more counterparts (including those delivered by facsimile or other electronic means), each of which will be deemed an original, but all of which together will constitute one and the same instrument.

9.8Amendment. This Agreement shall not be amended or modified except by a written instrument duly executed by each of the parties hereto.

9.9Waiver. Any extension or waiver by any party of any provision hereto shall be valid only if set forth in an instrument in writing signed on behalf of such party. No waiver of any provision of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver.

9.10Schedules and Exhibits. Each of the Schedules and Exhibits to this Agreement is incorporated herein by this reference and expressly made a part of this Agreement.

41
Asset Purchase Agreement

22624125-v3



9.11Partnership. The relationship of the parties is that of “buyer”, “issuer” and “seller,” and nothing contained herein shall be deemed to create a partnership or joint venture between or among the parties.

9.12Specific Performance; Remedies. Each party hereto acknowledges that the other parties will be irreparably harmed and that there will be no adequate remedy at law for any violation by any of them of any of the covenants or agreements contained in this Agreement and its Exhibits, including the confidentiality obligations set forth in this Agreement or in any other agreement between any of the parties hereto. It is accordingly agreed that, in addition to any other remedies which may be available upon the breach of any such covenants or agreements, each party hereto shall have the right to obtain injunctive relief to restrain a breach or threatened breach of, or otherwise to obtain specific performance of, covenants and agreements of other parties contained in this Agreement. An action for specific performance must be commenced within ninety (90) calendar days from the other party’s breach of this Agreement (beyond the cure period), and failure to commence an action within the ninety (90) day period shall be deemed to have the non-breaching party waived its right to specific performance/injunctive relief.

9.13Severability. If any provision of this Agreement or any Exhibit or the application thereof to any person or circumstances is held invalid or unenforceable in any jurisdiction, the remainder hereof and thereof, and the application of such provision to such person or circumstances in any other jurisdiction, shall not be affected thereby, and to this end the provisions of this Agreement or Exhibit, as applicable, shall be severable.

9.14Further Representations. Each party to this Agreement acknowledges and represents that it has been represented by its own legal counsel in connection with the transactions contemplated by this Agreement, with the opportunity to seek advice as to its legal rights from such counsel. Each party further represents that it is being independently advised as to the tax consequences of the transactions contemplated by this Agreement and is not relying on any representation or statements made by any other party as to such tax consequences.
9.15Further Assurances. The parties shall, at any time from and after the Closing, upon the request of any other party and without further consideration, do, execute, acknowledge and deliver, and cause to be done, executed, acknowledged and delivered, all such further acts, deeds, instruments, assignments, transfers, conveyances, powers of attorney or assurances as may be reasonably required to evidence and make effective the transactions contemplated by this Agreement, including to transfer, convey, grant, and confirm to and vest in Buyer good title to all of the Assets, free and clear of all Liens (other than Permitted Liens).

9.16Consent to Jurisdiction.  Each party irrevocably submits to the exclusive jurisdiction of the federal and state courts of the County of Oakland, Michigan, for the purposes of any action, proceeding, suit, or claim arising out of this Agreement. Each party agrees to commence any such action, proceeding, suit, or claim in the state or federal courts of the County of Oakland, Michigan. Each party irrevocably and unconditionally waives any objection to the laying of
42
Asset Purchase Agreement

22624125-v3



venue of any action, proceeding, suit, or claim arising out of this Agreement or the transactions contemplated hereby in the state or federal courts of the County of Oakland, Michigan, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, proceeding, suit, or claim brought in any such court has been brought in an inconvenient forum.
9.17Tax Matters. The following provisions shall govern the allocation of responsibility as between the Buyer and the Seller for certain Tax matters following the Closing Date:
(a)The Buyer shall prepare and timely file all Tax Returns with respect to Property Taxes relating to the Assets for the Straddle Period.  The Buyer will provide such Tax Returns for the Straddle Period to the Seller at least fifteen (15) days before the due date for filing of any such Tax Returns for its review and comment (and the Buyer shall consider all reasonable comments of Seller in good faith).   The Buyer shall pay and discharge all Taxes shown to be due on such Tax Returns for the Straddle Period, subject to the indemnification rights of the Buyer under Section 8.1.  No later than ten (10) business days prior to the due date of such Tax Return, the Seller shall pay to the Buyer the amount of Taxes shown due on such Tax Return which is attributable to the pre-Closing portion of the Straddle Period.
(b)Seller shall include the income of the Business on Seller’s federal, state, and local income tax returns for all periods (or portions thereof) ending on or prior to the Closing Date and pay any federal, state, and local income taxes attributable to such income.
(c)Buyer shall include the income of the Business after the Closing Date on Buyer’s federal, state, and local income tax returns for all periods (or portions thereof) commencing after the Closing Date (provided that the Closing shall have occurred) and pay any income taxes attributable to such income.
(d)The amount of real property, personal property, and similar taxes (not based on income, profits or gains) relating to the Assets (“Property Taxes”), and any Tax refunds relating to such Property Taxes, attributable to the pre-Closing portion of any Straddle Period shall be determined based upon the relative number of days in the pre-Closing and post-Closing portions of such Straddle Period, in each case over the total number of days in such Straddle Period. For any Taxes other than Property Taxes (such as franchise Taxes, Taxes that are based upon or related to income or receipts or net income, Taxes based upon production or occupancy or imposed in connection
43
Asset Purchase Agreement

22624125-v3



with any sale or other transfer or assignment of property) for a Straddle Period the amount of any such Taxes attributable to the pre-Closing portion such Straddle Period shall be determined based upon a hypothetical closing of the taxable year on such Closing Date with the Closing Date being included in the pre-Closing portion of such Straddle Period. Notwithstanding any provision in this Agreement to the contrary, the Buyer shall not be required to make any payment or disbursal to Seller or any Governmental Authority relating to any Taxes attributable to the Assets or the Business for a taxable year (or portion thereof) ending on or before the Closing Date. Each party agrees to cooperate with each other party in paying or reimbursing their respective Tax obligations in accordance with this Section 9.17.
(e)The Buyer and Seller shall cooperate fully, as and to the extent reasonably requested by the other Party, in preparing and filing Tax Returns with respect to the Assets and the Business, including providing complete and accurate records concerning the Tax basis of the Assets and such other information as may be reasonably necessary with respect to the preparation and filing of such Tax Returns, and in connection with any audit or other proceeding with respect to Taxes related to the Assets or the Business. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such audit or other proceeding.

[Signature Page Follows]
44
Asset Purchase Agreement

22624125-v3






Asset Purchase Agreement

22624125-v3



IN WITNESS WHEREOF, the parties hereto have caused this Asset Purchase Agreement to be executed as of the Effective Date.
    
SELLER:                     BUYER:

HGS SHELBY, LLC                    GROWGENERATION MICHIGAN                                CORP.



By:                             By:                    
Rocky Shaeena, Member                 Darren Lampert, CEO
                             

                            
ISSUER:
PRINCIPALS:
GROWGENERATION CORP.


_______________________                By:                    
Rocky Shaeena                          Darren Lampert, CEO





________________________
Tony Allos                    

22624125-v3




22624125-v3






Asset Purchase Agreement

22624125-v3

EX-10.5 6 exhibit105_hgssouthfieldll.htm EX-10.5 Document


Exhibit 10.5
FORM OF ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT (the “Agreement’) is made and entered into as of the 27th day of July, 2021 (the “Effective Date”) by and among GrowGeneration Michigan Corp., a Delaware corporation (“Buyer”), GrowGeneration Corp., a Colorado Corporation (“Issuer”), HGS Southfield, LLC, a Michigan limited liability company (“Seller”), Tony Allos (“Tony”) and Rocky Shaeena (“Rocky”) (each of Tony and Rocky individually being a “Principal” and collectively, the “Principals”).

R E C I T A L S

A.Seller is a limited liability company doing business as “HGS Hydro” and/or “Powered by HGS Hydro” including without limitation the business operated by Seller at 26068 W. 12 Mile Road, Southfield, MI 48034 (the “Business”).

B.The Business operates a hydroponics and gardening business.

C.Subject to the terms and conditions of this Agreement, Buyer is willing to purchase, and Seller is willing to sell, certain of the assets, rights and properties of the Business.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

AGREEMENT

1.DEFINITIONS. For the purposes of this Agreement, the terms set forth below shall have the following meanings:

1.1“Acquired Contracts” means all right, title, and interest in and to all of the contracts of Sellers, other than the Excluded Contracts. For avoidance of doubt, Acquired Contracts shall include any agreements listed on Schedule 2.2(c) with unpaid balances at Closing.

1.2“Additional Consideration” means such number of the shares of Issuer’s restricted common stock equal to $0 at a price per share that is the lower of (i) the 90-day “VWAP” on the Effective Date or (ii) the price per share at the end of the day prior to Closing; which Additional Consideration Seller hereby agrees to assign to Principals under separate agreement.

1.3“Affiliate” means, with respect to any specified Person at any time, each Person directly or indirectly controlling, controlled by or under direct or indirect common control with such specified Person at such time. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of

Asset Purchase Agreement

22624127-v3



the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

1.4“Assets” shall be as defined in Section 2.1.

1.5“Cash” means all cash, cash equivalents (including marketable securities and short term investments), cash deposits (including any bank deposits in transit) of the Seller, determined in accordance with GAAP, less (i) any outstanding checks delivered by the Seller to any third party that have not been cashed as of the Closing Date and (ii) any customer deposits and restricted cash, including any restricted cash held in reserve pursuant to any letter of credit or held in escrow to guaranty any obligations of the Seller.

1.6“Cash Amount” means all Cash of the Seller as of immediately prior to the Closing Date.

1.7“Closing” shall be as defined in Section 2.7.
1.8“Closing Shares” shall mean such number of the shares of Issuer’s restricted common stock equal to $847,674 at a per share that is the lower of (i) the 90-day “VWAP” on the Effective Date or (ii) the price per share at the end of the day prior to Closing.
1.9Code means the Internal Revenue Code of 1986, as amended.

1.10“Environmental Law” shall mean any federal, state or local law, statute, rule, order, directive, judgment, Permit or regulation or the common law relating to the environment, occupational health and safety, or exposure of persons or property to Materials of Environmental Concern, including any statute, regulation, administrative decision or order pertaining to: (i) the presence of or the treatment, storage, disposal, generation, transportation, handling, distribution, manufacture, processing, use, import, export, labeling, recycling, registration, investigation or remediation of Materials of Environmental Concern or documentation related to the foregoing; (ii) air, water and noise pollution; (iii) groundwater and soil contamination; (iv) the release, threatened release, or accidental release into the environment, the workplace or other areas of Materials of Environmental Concern, including emissions, discharges, injections, spills, escapes or dumping of Materials of Environmental Concern; (v) transfer of interests in or control of real property which may be contaminated; (vi) community or worker right-to-know disclosures with respect to Materials of Environmental Concern; (vii) the protection of wild life, marine life and wetlands, and endangered and threatened species; (viii) storage tanks, vessels, containers, abandoned or discarded barrels and other closed receptacles; and (ix) health and safety of employees and other persons.  As used above, the term “release” shall have the meaning set forth in CERCLA.

1.11“EIDL Lender” means The Small Business Administration, an Agency of the U.S. Government.
2
Asset Purchase Agreement

22624127-v3




1.12“EIDL Loan” means a loan pursuant to the Covid-19 Economic Injury Disaster Loan, under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”).

1.13“Employee Benefit Plan” means any “employee pension benefit plan” (as defined in Section 3(2) of ERISA), any “employee welfare benefit plan” (as defined in Section 3(1) of ERISA), and any other written or oral plan, agreement or arrangement involving direct or indirect compensation, including insurance coverage, cafeteria plan benefits, dependent care benefits, severance benefits, disability benefits, deferred compensation, bonuses, stock options, stock purchase, phantom stock, stock appreciation or other forms of incentive compensation or post-retirement compensation.

1.14 “Excluded Contract” means all the contracts of Sellers which are listed in Schedule 3.10(b).

1.15“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended.

1.16“ERISA Affiliate” shall mean any entity which is, or at any applicable time was, a member of (1) a controlled group of corporations (as defined in Section 414(b) of the Code), (2) a group of trades or businesses under common control (as defined in Section 414(c) of the Code), or (3) an affiliated service group (as defined under Section 414(m) of the Code or the regulations under Section 414(o) of the Code), any of which includes or included the Sellers.
1.17“Excluded Tax Liability” means: (i) Taxes of the Seller and its owners with respect to any taxable period; (ii) all Taxes related to or arising from the transactions contemplated under this Agreement or any other related agreement (other than the portion of Transfer Taxes for which Buyer is liable pursuant to Section 2.2.2); (iii) all Taxes that are the responsibility of Seller pursuant to Section 9.17; (iv) all Taxes asserted against the Assets or the Business for any Pre-Closing Period; and (v) all Taxes of another person with respect to the Assets or Business imposed on Seller as a transferee or successor, by contract, pursuant to any law, under Treasury Regulations 1.1502-6 or any similar provision of state, local or non-U.S. laws, or otherwise.
1.18“Fundamental Representation” means any representation or warranty set forth in Sections 3.1 (Organization; Authority; No Violation of Other Instruments.), 3.2 (Capitalization; Subsidiaries), 3.3 (Ownership and Delivery of Assets), 3.5 (Compliance with Laws), 3.13 (Intellectual Property), 3.17 (Environmental Matters), 3.20 (Accredited Investor), and 3.28 (Brokers and Finders).
1.19“Funds Flow” means that certain flow of funds dated as of the Closing Date by and between Seller, Principals, Buyer and Issuer setting forth the payments (including
3
Asset Purchase Agreement

22624127-v3



payment for any security deposit held by a landlord under an acquired lease and other closing date prorations) to be made by Buyer or Issuer, as applicable, at Closing, in such form and substance as reasonably acceptable to the Parties and attached hereto as Exhibit J.

1.20“GAAP” shall mean generally accepted accounting principles of the United States of America consistently applied, as in effect from time to time.

1.21“Governmental Authority” means any federal, state, local or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that the rules, regulations or orders of such organization or authority have the force of Law), or any arbitrator, court or tribunal of competent jurisdiction.

1.22“Indebtedness” means the principal amount, plus any related accrued and unpaid interest, fees, premiums, penalties and costs, and other amounts payable (including rental payments), with respect to: (a) all indebtedness for borrowed money (including all outstanding amounts under notes, bonds, debentures, mortgages and similar instruments), (b) owed under a credit facility, (c) evidenced by any note, debenture or other debt security, (d) obligations in respect of capitalized leases, (e) obligations to pay the deferred purchase or acquisition price of property or services, other than trade accounts payable arising, and accrued expenses incurred, in the ordinary course of business and not more than 90 days overdue, including without limitation earn out or other contingent payment liabilities of the Seller, (f) the face amount of all letters of credit issued for the account of the Seller and, without duplication, all reimbursement or payment obligations with respect to letters of credit, surety bonds and other similar instruments for which the Seller is liable, (g) amounts payable or otherwise due to any Affiliate of the Seller, in each case, as of such date, (h) obligations in respect of any accrued interest, prepayment penalties, interest rate swap breakage costs, make-whole premiums or penalties and all costs and expenses associated with the repayment of any of the foregoing, (i) all indebtedness created or arising under any conditional sale or other title retention agreement, or incurred as financing, in either case with respect to property acquired by the Seller (even though the rights and remedies of the Seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (j) the principal balance outstanding under any synthetic lease, off balance sheet loan or similar off balance sheet financing product or (k) all direct or indirect liability, contingent or otherwise, of the Seller with respect to any other Indebtedness of another Person if the primary purpose or intent of incurring such Indebtedness, or the primary effect thereof, is to provide assurance to the obligee of such Indebtedness that such Indebtedness will be paid or discharged.

4
Asset Purchase Agreement

22624127-v3



1.23“Intellectual Property” shall mean all intellectual property rights including without limitation:
1.23.1patents, patent applications, inventions, invention disclosures and all related continuation, continuation-in-part, divisional, reissue, reexamination, utility model, certificate of invention and design patents, patent applications, registrations and applications for registrations;
1.23.2trademarks, service marks, trade dress, Internet domain names, social media accounts, logos, trade names and corporate names and registrations and applications for registration thereof;
1.23.3copyrights and registrations and applications for registration thereof including without limitation works of authorship, website and social media content, packaging, and any other promotional and advertising materials;
1.23.4mask works and registrations and applications for registration thereof;
1.23.5computer software, (including all related code), interfaces, applications, data, databases and related documentation;
1.23.6trade secrets and confidential business information (such as formulations, recipes, and other confidential information), know-how, manufacturing and product processes and techniques, research and development information, financial, marketing and business data, pricing and cost information, business and marketing plans and customer and supplier lists and information;
1.23.7other proprietary rights relating to any of the foregoing (including remedies against infringements thereof and rights of protection of interest therein under the laws of all jurisdictions);
1.23.8all goodwill represented by and/or associated with any of the foregoing; and
1.23.9all copies and tangible embodiments of any of the foregoing.

1.24“Internal Systems” shall mean the internal information technology (IT) systems of the Seller that are used in the operation of the Business, including without limitation computer hardware systems and all equipment associated therewith, software applications, interfaces, databases and embedded systems.

5
Asset Purchase Agreement

22624127-v3



1.25“Liens” shall mean all liens, charges, easements, security interests, mortgages, conditional sale contracts, equities, rights of way, restrictions, title defects, objections, claims or other encumbrances.

1.26“Material Adverse Effect” shall mean an event which has a material adverse effect on the condition, financial or otherwise, of the Assets, Business, prospects or results of operations of the Business.
1.27“Materials of Environmental Concern” shall mean any:  pollutants, contaminants or hazardous substances (as such terms are defined under CERCLA), pesticides (as such term is defined under the Federal Insecticide, Fungicide and Rodenticide Act), fertilizers, solid wastes and hazardous wastes (as such terms are defined under the Resource Conservation and Recovery Act), chemicals, other hazardous, radioactive or toxic materials, oil, petroleum and petroleum products (and fractions thereof), or any other material (or article containing such material) listed or subject to regulation under any law, statute, rule, regulation, order, Permit, or directive due to its potential, directly or indirectly, to harm the environment or the health of humans or other living beings.
1.28“Most Recent Balance Sheet” shall mean the unaudited consolidated balance sheet of the Seller as of the Most Recent Balance Sheet Date.
1.29“Most Recent Balance Sheet Date” shall mean June 30, 2021 at the Effective Date and the last day of the month immediately preceding the Closing Date at Closing.

1.30“Obsolete Inventory” means any inventory on hand at the Closing that has not sold within the preceding twelve months from the Closing Date.

1.31“Permits” shall mean all permits, licenses, registrations, certificates, orders, approvals, franchises, variances and similar rights issued by or obtained from any Governmental Authority (including those issued or required under any Environmental Law, those relating to the purchase, possession, use or sale of any of the Assets, or the occupancy or use of owned or leased real property).

1.32“Permitted Liens” means (i) statutory Liens for Taxes reflected on the financial statements and that are not yet due and payable or are being contested in good faith and for which adequate reserves have been made with respect thereto, which are not yet due and payable; (ii) mechanics’, carriers’, workers’, repairers’ and similar liens arising or incurred in the ordinary course of business securing amounts that are not delinquent; (iii) Liens relating to Indebtedness which will be repaid at Closing in full and released; (iv) statutory Liens of landlords with respect to any premise leased pursuant to any lease arising or incurred in the ordinary course of business; and (v) easements, rights of way, zoning ordinances and other similar encumbrances affecting premises subject to each
6
Asset Purchase Agreement

22624127-v3



lease which do not, individually or in the aggregate, prohibit, or interfere in any material respect with, the current operation of the Business.

1.33“Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, any other business entity, or a governmental entity (or any department, agency, or political subdivision thereof).
1.34“PPP Forgivable Uses” means uses of proceeds of a PPP Loan that are eligible for forgiveness under Section 1106 of the CARES Act and otherwise in compliance with all other provisions or requirements of the CARES Act applicable in order for such PPP Loan to be eligible for forgiveness.
1.35“PPP Lender” means TCF Bank.

1.36“PPP Loans” means any and all Paycheck Protection Program loans under the Small Business Administration 7(a) loan program received by the Seller in connection with the CARES Act, as supplemented by the Paycheck Protection Program and Health Care Enhancement (PPPHCE) Act.
1.37“PPP Loan Escrow Agreement” means the escrow agreement by and between the PPP Lender and the Seller, in the form provided by Seller to Buyer.

1.38“Pre-Closing Period” means any taxable period ending on or prior to the Closing Date, and with respect to any Straddle Period, the portion of such Straddle Period deemed to end on and include the Closing Date.

1.39“Retained Liabilities” shall mean any and all liabilities or obligations (whether known or unknown, absolute or contingent, liquidated or unliquidated, due or to become due and accrued or unaccrued, and whether claims with respect thereto are asserted before or after the Closing) of the Seller which are not Assumed Liabilities. The Retained Liabilities shall include, without limitation, all liabilities and obligations of the Seller:

1.39.1arising out of or relating to Excluded Assets, including without limitation Excluded Contracts, whether arising prior to or after the Closing;

1.39.2arising out of or attributable to any Excluded Tax Liability;

1.39.3for Seller Transaction Expenses (other than the portion of Transfer Taxes for which Buyer is liable pursuant to Section 2.2.2 as detailed herein);

7
Asset Purchase Agreement

22624127-v3



1.39.4arising prior to the Closing under the Acquired Contracts, and all liabilities for any breach, act or omission by the Seller prior to the Closing under any Acquired Contract;

1.39.5arising out of events, conduct or conditions existing or occurring prior to the Closing that constitute a violation of or non-compliance with any law, rule or regulation, any judgment, decree or order of any Governmental Authority, or any Permit or that give rise to liabilities or obligations with respect to materials of environmental concern;

1.39.6for any claims for wages or other benefits, bonuses, accrued vacation, workers’ compensation, deferred compensation, severance, retention, termination or other payments to any present or former employees, officers, directors, managers, retirees, independent contractors or consultants of Seller, including any liabilities of any Seller for employer FICA and unemployment taxes incurred and any liabilities for federal or state income tax and FICA taxes of employees of Seller which the Seller is legally obligated to withhold, and all liabilities resulting from the termination of employment of employees of the Seller prior to the Closing that arose under any federal or state law or under any Seller Plan established or maintained by the Seller;

1.39.7for payment of all bonuses for employees as of the Closing, where such Retained Liability shall consist of (i) the pro-rata portion of any annual bonuses due to non-Principal employees during 2021 (equal to the number of days that have transpired in 2021 from January 1 to the date of Closing, divided by 365, with such amount multiplied by the gross amount of annual bonuses due to such employees for fiscal 2021), and (ii) the total amount of any annual bonuses due to the Principals for fiscal year 2021, all as set forth on Schedule 1.39.7;

1.39.8with respect to any insurance policies, to indemnify any person or entity by reason of the fact that such person or entity was a director, officer, employee, or agent of the Sellers or was serving at the request of the Sellers as a partner, trustee, director, officer, employee, or agent of another entity (whether such indemnification is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses, or otherwise and whether such indemnification is pursuant to any statute, charter document, bylaw, agreement, or otherwise);
1.39.9for injury to or death of persons or damage to or destruction of property occurring prior to the Closing (including any workers compensation claim);
8
Asset Purchase Agreement

22624127-v3



1.39.10for any guarantees (personal or otherwise), whether arising out of an Acquired Contract or otherwise; and

1.39.11for all Indebtedness of Seller, including without limitation all PPP Loans and EIDL Loans.

1.40“Seller’s knowledge” or any other similar knowledge qualification (whether of Seller or the Principals), means the actual knowledge of any of the Principals or managers of Seller after commercially reasonable inquiry of appropriate agents and of those employees of Seller who, by virtue of such employees’ job functions and duties, have or should have knowledge of the matter subject to such inquiry.

1.41“Seller Plan” shall mean any Employee Benefit Plan maintained, or contributed to, by the Seller, any Subsidiary or any ERISA Affiliate.
1.42“Seller Transaction Expenses” means (i) all of the fees, costs and expenses incurred by Seller, its members or managers or Principals in connection with, in anticipation of or incident to the negotiation, execution, and delivery of this Agreement or any agreements related hereto, or the transactions contemplated hereby or thereby, or in connection with or in anticipation of any alternative transactions with respect to the Seller, including all fees, costs and expenses payable to attorneys, financial advisors, accountants, consultants or other advisors and all obligations under any engagement letter or other agreement or understanding with any investment bank or broker, (ii) all payments by Seller or Principals to obtain any third party consent required under any Acquired Contract in connection with the consummation of the transactions contemplated by this Agreement, (iii) all obligations that arise in whole or in part as a result of the consummation of the transactions contemplated by this Agreement under any Acquired Contract, Excluded Contract or Seller Plan, including all change of control, severance, retention, stock appreciation, phantom stock or similar obligations or any other accelerations of or increases in rights or benefits, and all employer side payroll Taxes and mandatory matching obligations that are payable or incurred by Seller in connection with or as a result of the satisfaction of such obligations, and (iv) 50% of any Transfer Taxes that are the responsibility of the Seller pursuant to Section 2.2.2.
1.43“Shares” means, collectively, the Closing Shares and the Additional Consideration.

1.44“Slow-Moving Inventory” means inventory on hand with respect to any product that (i) is in excess of the average number of units of such product sold during the 12 months prior to the Closing, or (ii) is not used or sold at any of Buyer’s current locations. For avoidance of doubt, Slow-Moving Inventory shall not include any product that has not been on hand for at least twelve months.

9
Asset Purchase Agreement

22624127-v3



1.45“Straddle Period” means any taxable period beginning on or before and ending after the Closing Date.
1.46“Target Working Capital Amount” shall be determined by the Parties following the pre-closing physical inventory described in Section 1.50 below.

1.47“Tax” means any (i) federal, state, local or foreign income, gross receipts, franchise, estimated, alternative minimum, add-on minimum, sales, use, transfer, real property gains, registration, value added, excise, escheat, unclaimed property, tax on “global intangible low-taxed income (as defined in Section 951A of the Code), natural resources, severance, stamp, occupation, premium, windfall profit, environmental, customs, duties, real property, personal property, shares, social security, unemployment, disability, payroll, license, employee or other withholding, or other tax, of any kind whatsoever and any fee, custom, impost, assessment, obligation, levy, tariff, charge or duty in the nature of a tax, including any interest, penalties or additions to tax or additional amounts in respect thereto, whether disputed or not, and (ii) any liability in respect of any items described in clause (i) immediately foregoing by reason of (A) being a transferee or successor or by having been a member of a combined, affiliated, unitary, consolidated or similar group or otherwise by operation of Law or (B) by contract or otherwise, in each case, under clauses (i) or (ii) immediately foregoing regardless of whether affirmatively asserted by a Governmental Authority.

1.48“Tax Return” means any form, return, declaration, report, claim for refund, information return certificate, bill, document, declaration of estimated Taxes, schedule or other information (including any schedule, appendix or attachment thereto) and any amendment thereof, required or permitted to be filed in connection with the imposition, determination, assessment or collection of any Tax or the administration, implementation or enforcement of or compliance with any Laws relating to any Tax.
1.49“Transfer Taxes” means, collectively, all transfer, documentary, sales, use, stamp, registration, conveyance, value added or other similar Taxes or charges (together with any related fee, penalties, interest and additions to such Taxes) arising out of or incurred in connection with, or associated with, this Agreement or the transactions contemplated by this Agreement.
1.50“Working Capital” means as of immediately prior to the Closing Date (a) the current assets (excluding any Cash Amount, any Tax assets, and any Excluded Assets) of the Seller, minus (b) the current liabilities (excluding Seller Transaction Expenses, Tax liabilities, Indebtedness, any intercompany payables and any Retained Liabilities) of the Seller. The calculation of Working Capital shall be prepared in accordance with GAAP. For illustrative purposes, an example calculation of Working Capital is set forth on Exhibit H (the “Working Capital Example”). The parties shall cause a physical
10
Asset Purchase Agreement

22624127-v3



inventory to be taken, and completed not more than one day before Closing, by individuals designated by Buyer (the “Inventory Team”).
1.51“Working Capital Deficit” means the amount by which the Working Capital is less than the Target Working Capital Amount.
1.52“Working Capital Surplus” means the amount by which the Working Capital is greater than the Target Working Capital Amount.

2.SALE AND PURCHASE OF ASSETS

2.1    Sale of Assets. On the terms and subject to the conditions of this Agreement and for the consideration set forth herein, Seller shall at the Closing, sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, all of the assets, rights and properties of any kind owned by the Seller, including without limitation those used in the Business, other than Excluded Assets (as defined below) (collectively, the “Assets”), in each case, free and clear of any and all Liens, other than Permitted Liens, including the Assets detailed below:

2.1.1Inventories. Subject to the immediately following sentence and except for Obsolete Inventory, all inventories of, finished goods, inventory for resale, supplies and repair materials of Seller (taken as a whole), as of the Closing Date (the “Inventory”) it being expressly agreed that all Obsolete Inventory will not be included in the Assets and will constitute Excluded Assets. In addition, Assets shall include Seller’s Slow-Moving Inventory, provided that, for purposes of calculating the Asset Purchase Price, any Slow-Moving Inventory included in the Assets will be valued at sixty percent (60%) of the applicable Seller’s actual cost. A summary of such Slow-Moving Inventory on hand as of July 16, 2021 is attached hereto as Schedule 2.1.1. For clarity, it is expressly agreed by the Parties that Seller has the right to keep all Obsolete Inventory, all of which shall constitute Excluded Assets.

2.1.2Fixed Assets and Tangible Personal Property. All fixed assets and tangible personal property of the Business (other than the Excluded Assets enumerated in Section 2.5) as it relates to this transaction, including all equipment, supplies, furniture, fixtures, hardware. A list of such fixed assets and tangible personal property is attached hereto as Schedule 2.1.2.

2.1.3Intangible Personal Property. All intangible property of the Seller as of the Closing (collectively, “Intangible Assets”) including without limitation, goodwill, software including all object and source code, data and databases, confidential and proprietary information including without limitation customer lists, customer files, customer records, vendor lists, files and records, trade and other association
11
Asset Purchase Agreement

22624127-v3



memberships, if any and to the extent transferable. A detailed list of such assets is attached hereto as Schedule 2.1.3.

2.1.4Contracts. All rights in and to all Acquired Contracts.
2.1.5Intellectual Property. Any and all Intellectual Property (i) owned or purported to be owned by Seller or that is licensed by Seller pursuant to any Acquired Contract; and (ii) owned by any of the Principals, if any, that is held for use in or used in the Business (the “Acquired IP”). The Acquired IP shall include, without limitation, the Intellectual Property identified in Schedule 3.13 and any Acquired IP that is identified in Schedule 2.1.3. In the event of any such Intellectual Property owned by Principals, Principals shall, for the consideration set forth herein, at the Closing, sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Principals, all such Intellectual Property related to the Business and held in the name of the Principals.


2.2    Asset Purchase Price. Subject to the terms and conditions of this Agreement, and in full consideration for the transfer of such Assets at Closing, the aggregate purchase price (the “Purchase Price”) shall be: (a) the actual cost of Seller’s inventory minus Obsolete Inventory and including Slow-Moving Inventory to the extent determined according to Section 2.1.1, which is estimated to be $943,655; plus (b) the sum of $86,860 for Seller’s fixed assets; plus (c) the amounts shown on Schedule 2.2(c) (which shall be updated to reflect actual outstanding out-of-pocket costs of Seller at Closing); plus (d) $2,966,857 in cash; ((a), (b), (c) and (d) together, the “Cash Purchase Price”); plus (e) the Closing Shares; plus (f) the Additional Consideration. The Purchase Price shall also be subject to any and all adjustments, if any, pursuant to Article 8.

2.2.1 Subject to the terms and conditions set forth herein, at the Closing:

    (a)    Buyer shall pay to the applicable obligees thereof, on behalf of the Seller and for Seller’s account, as a deduction from the Cash Purchase Price, the aggregate amount of Indebtedness outstanding as of the Closing and Seller Transaction Expenses, in each case as set forth on the Estimated Closing Statement;

    (b)    Buyer shall deduct from the Cash Purchase Price and deposit with an escrow agent designated by Buyer (the “Escrow Agent”), an amount equal to $84,770 (the “Adjustment Escrow Amount”), and such funds plus all income accrued thereon (the “Adjustment Escrow Fund”) shall be maintained by Escrow Agent to secure Seller’s obligations under Section 2.3 of this Agreement and shall be administered and payable in accordance with an escrow agreement by and among the Seller, Buyer and Escrow Agent in a form satisfactory to Buyer (the “Escrow Agreement”);

12
Asset Purchase Agreement

22624127-v3



    (c)    Buyer shall deduct from the Cash Purchase Price the amount required by the PPP Lender and deposit the same in accordance with the PPP Loan Escrow Agreement; and

    (d)    Buyer shall pay to Seller the Estimated Closing Amount (as defined in Section 2.3.1 below).

2.2.2 Transfer Taxes. Buyer and Seller shall each pay 50% of any Transfer Taxes that may become payable in connection with the sale of the Assets to Buyer. Buyer shall timely file or cause to be timely filed all necessary tax returns with respect to Transfer Taxes, and the Seller will cooperate in filing such tax returns and reducing or eliminating such Transfer Taxes. The Seller shall pay 50% of the amount due with respect to such Tax Return to the Buyer no less than three (3) business days prior to the due date for filing thereof. Buyer and Seller will each use commercially reasonable efforts to avail itself of any available exemptions from any such Transfer Taxes.

2.2.3 Bulk Transfer Laws. The Seller shall indemnify and hold harmless the Buyer against any and all liabilities which may be asserted by any third parties against the Buyer as a result of noncompliance with any applicable bulk transfer statutes should any exist.

2.3    Purchase Price Adjustment.
2.3.1. Estimated Closing Amount. At least three (3) business days before the Closing Date, the Seller shall prepare and deliver to Buyer a schedule (the “Estimated Closing Statement”) setting forth Seller’s good faith estimate of Working Capital, Indebtedness and Seller Transaction Expenses as of 12:01 a.m. on the Closing Date, in each case calculated in accordance with GAAP. The “Estimated Closing Amount” shall be (a) Cash Purchase Price, minus (b) the Seller’s good faith estimate of the outstanding amount of all Indebtedness as of immediately prior to the Closing, minus (c) the Seller’s good faith estimate of the Seller Transaction Expenses, minus (d) the Seller’s good faith estimate of the amount by which Working Capital is less than the Target Working Capital Amount, if any, plus (e) the Seller’s good faith estimate of the amount by which Working Capital is greater than the Target Working Capital Amount, if any minus (f) the Adjustment Escrow Amount, minus (g) any amounts shown on Schedule 1.39.7 that are accrued but not yet paid by Seller. The Seller and the Principals shall provide the Buyer and its representatives with reasonable access to the books and records of the Seller and shall cause the personnel of the Seller to reasonably cooperate with the Buyer and its representatives, the foregoing being for the purpose of, and to the extent necessary for, enabling the Buyer to review the Seller’s determination of all amounts and estimates in the Estimated Closing Statement and each component thereof. In the event Buyer disagrees with the Estimated Closing Amount, the Buyer shall (a) promptly notify the Seller in writing of such disagreement, setting forth the basis of such disagreement and (b) specify in reasonable detail the nature of its objections to the Sellers’ estimates. The
13
Asset Purchase Agreement

22624127-v3



Sellers and the Buyer in good faith shall seek to resolve in writing any objections set forth in the Buyer’s notice of disagreement prior to the Closing, and the Sellers shall make such revisions to the disputed items as may be mutually agreed between the Sellers and the Buyer; provided that if and to the extent that the Buyer and the Sellers have not resolved all such differences by the close of business on the Business Day prior to the anticipated Closing Date, the parties shall proceed to close based upon the Estimated Closing Statement as prepared by the Sellers (with such modifications as may have been mutually agreed between the Sellers and Buyer prior to the Closing Date) or as otherwise agreed to by the parties before the Closing Date.
2.3.2 Final Closing Statement.
    (a)    On or before the date that is ninety (90) days following the Closing Date, Buyer or its representatives shall prepare a schedule setting forth its determination of Working Capital, Indebtedness and Seller Transaction Expenses (the “Final Closing Statement”) and shall deliver the Final Closing Statement to the Seller. Working Capital shall be determined disregarding any effects on the assets and liabilities of the Seller of (i) purchase accounting adjustments arising from or resulting as a consequence of the consummation of the transactions contemplated hereby or (ii) any cash, cash equivalents, or stock contributed to Seller by Buyer or any of its Affiliates on the Closing Date.
    (b)    Prior to the date which is thirty (30) days after Buyer’s delivery of the Final Closing Statement (the “Protest Date”), the Seller may deliver written notice to Buyer (the “Protest Notice”) setting forth any objections which the Seller may have to the Final Closing Statement. The Protest Notice shall specify in reasonable detail any contested amounts and the basis therefor and shall include a schedule setting forth the Seller’s determination of Working Capital, Indebtedness and Seller Transaction Expenses. If a Protest Notice is not delivered prior to the Protest Date, the Working Capital, Indebtedness and Seller Transaction Expenses as set forth on the Final Closing Statement shall be final, binding and non-appealable by the Sellers. If a Protest Notice is delivered prior to the Protest Date, any amounts not disputed therein shall be final, binding and non-appealable by the Seller. Upon receipt of the Final Closing Statement, the Seller and its accountants will be given reasonable access upon reasonable notice to the relevant books, records, workpapers and personnel during regular business hours for the purpose of verifying Working Capital, Indebtedness and Seller Transaction Expenses. The parties will thereafter negotiate any objections in the Protest Notice in good faith.
(c)    The “Final Closing Amount” shall be equal to (i) the Cash Purchase Price, minus (ii) the amount of Indebtedness as finally determined pursuant to this Section 2.3, minus (iii) the amount of Seller Transaction Expenses as finally determined pursuant to this Section 2.3.2, plus (iv) the amount, if any, by which the Working Capital as finally determined pursuant to this Section 2.3.2 (the “Final Working Capital”) is greater than the Target Working Capital Amount, minus (v) the amount, if any, by which the Final Working Capital is less than the Target Working Capital Amount, plus (vi)
14
Asset Purchase Agreement

22624127-v3



Buyer’s Hawthorne Adjustment. Within ten (10) days after the determination of the Final Closing Amount:
    (x)    If the Final Closing Amount is less than the Estimated Closing Amount, then such difference shall be disbursed from the Adjustment Escrow Fund to Buyer; provided, however, that if the amount of the funds in the Adjustment Escrow Fund is less than the amount payable to Buyer under this Section 2.3.2(c)(x), in addition to the payment of the entire Adjustment Escrow Fund to Buyer, Seller and Principals shall be jointly and severally obligated to pay to Buyer an amount equal to the balance of such difference not satisfied from the Adjustment Escrow Fund; or
    (y)    If the Final Closing Amount is greater than the Estimated Closing Amount, Buyer shall pay to Seller an amount equal to such difference.
(d)    Buyer agrees to work with and assist Seller to obtain rebates from Hawthorne Gardening Company (“Hawthorne”) for hitting purchasing targets during the period from October 1, 2020 through September 30, 2021 (the “Hawthorne Rebate”). In the event that Hawthorne fails to deliver all or a portion of the Hawthorne Rebate to Seller on or before December 31, 2021, Buyer agrees to deliver payment to Seller in an amount equal to fifty percent (50%) of the unpaid portion of the Hawthorn Rebate, which shall in no event, however, exceed an agreed cap (aggregated to include the rebates for all of Seller’s Affiliates to be purchased by Buyer on the Closing Date) of $300,000 (“Buyer’s Hawthorne Adjustment”). Such payment, if any, shall be paid at the same time as delivery of the Final Closing Amount. Upon delivery of Buyer’s Hawthorne Adjustment to Seller, Buyer shall thereupon be entitled to reimbursement of fifty percent (50%) of all or any portion of the Hawthorn Rebate thereafter received by Seller or its Affiliates from Hawthorne.
    Within ten (10) days after the determination of the Final Closing Amount, Buyer and the Seller shall deliver a joint written instruction to the Escrow Agent instructing it to distribute all of the funds in the Adjustment Escrow Fund as follows: (A) to Buyer, the amount, if any, payable to Buyer under Section 2.3.2(d)(x), and (B) to Seller, the amount, if any, equal to all of the funds in the Adjustment Escrow Fund minus the amount, if any, payable to Buyer under Section 2.3.2(c)(x).
2.4    Intentionally Omitted.
2.5    Excluded Assets. Notwithstanding any term herein to the contrary, Seller is not selling, assigning, transferring, or delivering to Buyer, and Buyer is not purchasing, accepting, or acquiring from Seller, any assets specifically set forth below (the “Excluded Assets”):
a)all Cash of Seller, certificates of deposits, cash equivalents and bank accounts of the Sellers;
15
Asset Purchase Agreement

22624127-v3



b)any and all rebates, refunds, awards, credit, or amounts due to Seller for business it conducted prior to the date of Closing;
c)the following vehicles: 2021 Mercedes Benz Station Wagon
    VIN # 4JGFF8HB1MA388266;
d)any and all assets that may not be transferred to Buyer under applicable law;
e)any and all Excluded Contracts;
f)any and all Seller Plans;
g)any non-transferrable Permits;
h)Tax refunds to Seller attributable to Taxes paid by Seller in a Pre-Closing Period;
i)all Excluded Assets listed on Schedule 2.5.
2.6    Liabilities. Upon and subject to the terms and conditions of this Agreement, from and after the Closing the Buyer shall assume and become responsible solely for the obligations and liabilities under each Acquired Contract occurring from and after the Closing, to the extent that such obligations and liabilities do not arise from any breach, default or violation of such Acquired Contract by the Seller prior to the Closing (“Assumed Liabilities”). All other obligations and liabilities shall remain with and be the obligations and liabilities of the Seller. Notwithstanding the terms of this Section 2.6 or any other provision of this Agreement to the contrary, the Buyer shall not assume or become responsible for, and the Seller shall remain liable for the Retained Liabilities.
2.7    Closing.
    2.7.1    Closing Date. Subject to the satisfaction or waiver of the conditions to Closing set forth in Section 5 (other than those to be satisfied at the Closing, but subject to their satisfaction or waiver at the Closing), the closing of the purchase and sale of the Assets (the “Closing”) shall be effected by exchanging true, complete and accurate copies of executed originals via electronic mail at 10:00 a.m. EST on the third Business Day following the satisfaction or waiver by the Party entitled to the benefit thereof of the conditions to Closing set forth in Error! Reference source not found. (other than those to be satisfied at the Closing, but subject to their satisfaction or waiver at the Closing), unless the Parties agree to effect the Closing at any other place, time or date. The date on which the Closing occurs is referred to herein as the “Closing Date” and the effective time at which the Closing occurs shall be 12:01 a.m. EST on the Closing Date.

2.7.2    Seller’s Deliveries at Closing. At the Closing, Seller will deliver or cause to be delivered to Buyer:
16
Asset Purchase Agreement

22624127-v3




(a)A Bill of Sale in the form attached as Exhibit A-1 and Assignment and Assumption Agreement in the form attached as Exhibit A-2;

(b)A Manager Certificate in the form attached as Exhibit B duly executed by a duly authorized Manager of the Company, dated as of the Closing Date, certifying to the (i) organizational documents of the Seller (including the current limited liability company agreement and all amendments thereto), (ii) a certificate of good standing of the Seller issued by the Secretary of State of its organization within ten (10) days prior to the Closing Date, including a certified certificate of incorporation or comparable organizational document of Seller, (iii) the resolutions adopted by all of the manager(s) and members of the Seller authorizing Seller’s execution of this Agreement and the transactions contemplated hereby, and (iv) the incumbency of the manager of Seller executing this Agreement and the other transaction documents contemplated hereby by or on behalf of the Seller;

(c)Non-Disclosure and Non-Compete Agreements executed by Seller, Principals, and any non-Principal owners of Seller, in the form attached as Exhibit C;

(d)An Assignment of Intangible Assets and Intellectual Property Agreement executed by Seller in the form attached as Exhibit D (the “IP Assignment”);
(e)A countersigned copy of the employment agreements between Buyer and each of the Principals, respectively, in the forms attached hereto as Exhibit E-1, E-2, and E-3 (collectively, the “Employment Agreements”);

(f)a Form W-9 duly executed by Seller;
(g)a clearance certificate or similar document(s) with respect to the relevant state and local tax jurisdictions in which the Seller is conducting the Business or holding any Assets;
(h)an executed payoff letter in a form as is acceptable to the Buyer in its reasonable discretion for all Indebtedness (other than Assumed Indebtedness and for the PPP Loan, but including the EIDL Loan), which include a per diem interest amount and an authorization (upon payment of such Indebtedness) to file all UCC termination statements and releases necessary to evidence satisfaction and termination of such Indebtedness and to enable the release of any Liens relating thereto, along with wire transfer instructions for each holder of such Indebtedness;
17
Asset Purchase Agreement

22624127-v3



(i)a counterpart to the Funds Flow executed by Seller and Principals;
(j)Intentionally omitted;
(k)Intentionally omitted;
(l)An executed Escrow Agreement executed by Seller and Escrow Agent;
(m)A final copy of the Working Capital Example;
(n)Executed copies of all consents, approvals, orders or authorizations of, or registrations, declarations or filings with, or notices to, any Governmental Authority or other Person listed in Schedule 3.10(c), including without limitation the consent of the landlord under any Lease, which consent shall be obtained at Seller’s sole cost and expense;
(o)The Estimated Closing Statement;
(p)A copy of the fully executed PPP Loan Escrow Agreement by Seller and PPP Lender, and evidence reasonably satisfactory to Buyer that the escrow account for the PPP Loan is fully funded as required under SBA guidance and the PPP Lender has consented to the transactions contemplated by this Agreement;

(q)a non-foreign affidavit dated as of the Closing Date from the Seller, sworn under penalty of perjury and in form and substance required under the Treasury Regulations issued pursuant to Section 1445 of the Code stating that the Seller is not a “foreign person” as defined in Section 1445 of the Code (a “FIRPTA Certificate”);

(r)The Financial Statements, to the extent not already provided; and

(s)Such other documents and instruments as may be reasonably requested to effect the transactions contemplated hereby.

Simultaneously with such deliveries, Seller shall use commercially reasonable efforts to take such steps as are necessary to put Buyer in actual possession and control of the Assets at Closing.

2.7.3    Buyer’s Deliveries at Closing. At the Closing, Buyer shall deliver or cause to be delivered to or for the benefit of Seller the following instruments:
    
(a) A wire transfer to be delivered to Seller in the total amount of the Estimated Closing Amount;
18
Asset Purchase Agreement

22624127-v3




(b)Resolutions from the Buyer and Issuer authorizing consummation of the transactions contemplated by the Agreement in the form attached as Exhibit G-1 and G-2, respectively;

(c)evidence of book-entry delivery of the Closing Shares and Additional Consideration;

(d)A counterpart signature to each of the Employment Agreements executed by Buyer;
(e)A counterpart signature to the IP Assignment executed by Buyer;
(f)A counterpart signature to the Funds Flow executed by Buyer;

(g)An executed Escrow Agreement executed by Buyer; and
(h)Such other documents and instruments as may be reasonably requested to effect the transactions contemplated hereby.

3.REPRESENTATIONS AND WARRANTIES OF SELLER AND PRINCIPALS

Subject to the disclosures set forth in the Disclosure Schedules attached hereto, Seller and Principals, jointly and severally, represent and warrant to Buyer and Issuer that the statements contained in this Article 3 are true and correct as of the Effective Date and will be true and correct as of the Closing Date, in each case except to the extent any such representations and warranties are specifically made as of a particular date (in which case such representations and warranties need only be true and correct as of such date):

3.1Organization; Authority; No Violation of Other Instruments.
3.1.1Seller is a limited liability company doing business as “HGS Hydro” and “Powered by HGS Hydro.” Seller is duly organized, validly existing and in good standing under the laws of the state of its formation, and has full power and authority to own, operate or lease the Assets of the Business. The Seller is duly qualified to conduct business under the laws of each jurisdiction in which the nature of the Business or the ownership of the Assets or ownership or leasing of its properties requires such qualification.
3.1.2The execution and delivery of this Agreement and the performance hereunder by Seller have been duly authorized by all necessary actions on the part of Seller and, assuming execution of this Agreement by Buyer and Issuer, this Agreement will constitute a legal, valid and binding obligation of Seller and
19
Asset Purchase Agreement

22624127-v3



Principals, duly enforceable against Seller and Principals, except as such enforcement may be limited by the application of bankruptcy, insolvency, reorganization, moratorium, or other laws affecting creditors’ rights generally and as such enforcement may be limited by the availability of specific performance and the application of equitable principles, regardless of whether enforcement is sought in a proceeding at law or in equity.

3.2Capitalization; Subsidiaries. All capital and voting interests in the Seller are owned by the Members as shown on Schedule 3.2. The Seller has no subsidiaries or parents.

3.3Ownership and Delivery of Assets. Seller is the true and lawful owner of the Assets and has all necessary power and authority to transfer the Assets to Buyer free and clear of all liens and encumbrances other than Permitted Liens. No other person will have on the Closing Date, any direct or indirect interest in any of the Assets. Upon delivery to Buyer of the Bill of Sale attached as Exhibit A-1, and other instruments of conveyance with respect to the Assets as indicated in Section 2.7.2, Buyer will acquire good and valid title to the Assets free and clear of all Liens other than Permitted Liens. The Assets are sufficient for the conduct of the Seller’s Business as presently conducted and together with the Excluded Assets comprise all of the assets and material rights of Seller currently used in the Business. Each tangible Asset is free from material defects, has been maintained, in all material respects, in ordinary course of Seller’s business, and is in good operating condition and repair (subject to normal wear and tear and routine maintenance) and is suitable for the purposes for which it presently is used.  Except as detailed on Schedule 3.3, the Seller does not own nor has it ever owned any real property or any interest in real property.
3.4Indebtedness. All of the Indebtedness of Seller as of the Effective Date is set forth in Schedule 3.4(a). Except as set forth on Schedule 3.4(b) (the “Assumed Indebtedness”), any and all Indebtedness as of the Closing Date, including Indebtedness in respect of which Liens encumber the Assets, shall be paid off in full or otherwise fully satisfied, before or at the Closing.

3.5Compliance with Law; No Conflicts. The Seller holds and has at all times since inception of the Business held, all licenses, Permits and authorizations necessary for the lawful conduct of the Business pursuant to all applicable statutes, laws, ordinances, rules and regulations of all governmental bodies, agencies and subdivisions having, asserting or claiming jurisdiction over the Business or over any part of the Business’ operations, and to Seller’s knowledge, the Business is not in violation thereof. The Seller has not received written notice of violation of any decree, judgment, order, law or regulation of any court or other governmental body. Schedule 3.5 lists all Permits of the Seller, each of which is current and in good standing. The execution, delivery and performance of this Agreement and its Exhibits, the consummation of the transactions contemplated hereby and thereby and the fulfillment of the terms hereof and thereof will not: (a) conflict with, or result in a breach or violation of the Seller organizational documents or operating agreement; (b) conflict with, or result in a material default (or would
20
Asset Purchase Agreement

22624127-v3



constitute a default but for a requirement of notice or lapse of time or both) under any document, agreement or other instrument to which Seller is a party or result in the creation or imposition of any Lien, charge or encumbrance on any of Seller’s properties pursuant to (i) any law or regulation to which the Seller or any of its property or assets are subject, or (ii) any judgment, order or decree to which Seller is bound or any of its property or assets are subject; or (c) violate any law, order, judgment, rule, regulation, decree or ordinance to which Seller is subject, or by which Seller is bound.

3.6Investments in Others. Neither the Seller nor the Principals (nor any of their respective affiliates) operates any part of the Business through any other person or entity. As of the Closing Date, the Seller and its respective Affiliates (including without limitation, Principals) do not own or operate any Competitive Business (as defined below). For purposes of this Agreement, “Competitive Business” means a business that consists of the sale of hydroponic equipment and supplies for any market, including without limitation retail, wholesale, e-commerce and commercial sales, or any business that otherwise competes, directly or indirectly, with the Seller’s Business.

3.7Financial Statements; Inventory; PPP Loans; EIDL Loans.

3.7.1Schedule 3.7.1 attaches or will attach audited consolidated financial statements of the Seller for each of 2019 and 2020 (the “Audited Financial Statements” to be attached at Closing), the Most Recent Balance Sheet (for the Effective Date and the Closing Date), and the unaudited consolidated financial statements of the Seller for the first quarter of 2021 (on the Effective Date), and for any additional completed quarter of 2021 at the time of Closing (the “Interim Financial Statements” and together with the Audited Financial Statements and the Most Recent Balance Sheets, the “Financial Statements”). For the avoidance of doubt, Schedule 3.7.1 will be updated to attach Financial Statements received after the Effective Date. The books and records of the Seller accurately reflect, in all material respects, the assets, liabilities, business, financial condition and results of operations of the Seller. The Financial Statements are consistent with the books and records of the Sellers, and accurately present the financial condition of the Seller as of the respective dates they were prepared and the results of the operations of the Seller for the periods indicated.
3.7.2Other than Obsolete Inventory or Slow-Moving Inventory, all Inventory of the Sellers, whether or not reflected on the Most Recent Balance Sheet, consists of a quality and quantity usable and saleable in the ordinary course of Seller’s business, except for obsolete items and items of below-standard quality which have been written-off or written-down to net realizable value on the Financial Statements.
21
Asset Purchase Agreement

22624127-v3



3.7.3Schedule 3.7.3 sets forth a complete and correct list of all outstanding PPP Loans and EIDL Loans for the Seller, as well as the outstanding balance thereof, as of the most recent date for which balances were available, and the status of any requests for forgiveness of such PPP Loans. The Seller has provided to the Buyer true, complete and correct copies of the Buyer’s application for the PPP Loans and EIDL Loans, and all information submitted to the PPP Lender and EIDL Lender in support thereof. To its Knowledge in good faith, Seller meets the eligibility requirements for application and receipt of the PPP Loan and EIDL Loan and is otherwise in compliance in all material respects with the CARES Act with respect to the same. Seller has used 100% of the proceeds of such PPP Loan solely for PPP Forgivable Uses, and has used the EIDL Loan solely for permitted purposes under the Covid-19 Economic Injury Disaster Loan terms pursuant to the CARES Act.
3.7.4The Seller has completed an application for the forgiveness of the PPP Loan reflecting that the Seller has used 100% of the proceeds of the PPP Loan for PPP Forgivable Uses, which application has been submitted, together with any and all required supporting documentation (collectively, with such application, a “Forgiveness Application”), to the PPP Lender and the PPP Lender has not rejected and has accepted the Forgiveness Application. Without limiting the foregoing, except for the consent of the PPP Lender, no other consent is required to be obtained from the PPP Lender and the Small Business Administration with respect to the PPP Loan in connection with the consummation of the transactions contemplated hereunder, and no default, event of default or similar condition that gives the PPP Lender or the Small Business Administration the right to accelerate the PPP Loan or reject the eligibility of all or a portion of the PPP Loan for forgiveness. The Seller is responsible for making its own independent judgment with respect to the PPP Loan and the process leading thereto and all considerations thereafter, including with respect to any application for forgiveness of the PPP Loan, and has not relied on Buyer or any of its respective Affiliates with respect to the PPP Loan and the process leading thereto and all considerations thereafter, including with respect to any application for forgiveness of the PPP Loan, and acknowledges and agrees that the Buyer and its Affiliates have not rendered services, or provided any advice, of any nature in connection with the PPP Loan, the CARES Act or the process leading thereto, any application for forgiveness or otherwise (and will not make any claim that any Buyer or any Affiliates thereof have rendered any such services or provided such advice).
3.7.5Without limiting the foregoing, except for the consent of the EIDL Lender, no other consent is required to be obtained from the EIDL Lender and the Small Business Administration with respect to the EIDL Loan in connection with the consummation of the transactions contemplated hereunder, and no default,
22
Asset Purchase Agreement

22624127-v3



event of default or similar condition that gives the EIDL Lender or the Small Business Administration the right to accelerate the EIDL Loan. The Seller is responsible for making its own independent judgment with respect to the EIDL Loan and the process leading thereto and all considerations thereafter, and has not relied on Buyer or any of its respective Affiliates with respect to the EIDL Loan and the process leading thereto and all considerations thereafter, and acknowledges and agrees that the Buyer and its Affiliates have not rendered services, or provided any advice, of any nature in connection with the EIDL Loan, the CARES Act or the process leading thereto (and will not make any claim that any Buyer or any Affiliates thereof have rendered any such services or provided such advice).

3.8Absence of Undisclosed Liabilities. The Business does not have any Indebtedness or liabilities (fixed or contingent, known or unknown, accrued or unaccrued) other than those enumerated in the Financial Statements.

3.9Taxes. Seller is a limited liability company which is classified for U.S. federal, State and local income tax purposes as an S corporation. Seller has prepared and timely filed all Tax Returns required to be filed by it with respect to the Business and Assets, each such Tax Return has been prepared in compliance with all applicable laws and regulations, and all such Tax Returns are true, complete and accurate. All Taxes with respect to the Assets or Business due and payable by the Seller or its owners (whether or not shown or required to be shown on any Tax Return) have been timely paid, with or without permitted extensions of time to file any Tax Return. The Seller has or will have withheld and timely paid to the appropriate Governmental Authority all Taxes required to have been withheld and paid by it in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder, or other third party, and all Forms W-2 and 1099 required with respect thereto have been properly completed and timely filed. Schedule 3.9 attached hereto sets forth each jurisdiction in which Seller or its owners has filed, or will file for the current period, Tax Returns that relate to the Assets or the Business. There is no proceeding pending or, to Seller’s knowledge, threatened with respect to any Taxes for which the Seller or its owners have or may have any liability. The Seller (or its Members and/or Managers on behalf of Seller) have not waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency. There are no Liens for Taxes on any of the Assets. The Seller (i) is not a party to any Tax sharing, Tax allocation, Tax indemnity or similar contract other than any such contract entered into in the ordinary course of business the primary purpose of which is not related to Taxes, (ii) has never been a member of an affiliated, consolidated, combined, or unitary group and (iii) has no liability for the Taxes of any other Person. In accordance with and to the extent required by applicable law, the Seller has properly (x) collected and remitted all sales and similar Taxes with respect to sales made to its customers and (y) for all sales that are exempt from sales and similar Taxes and that were made without charging or remitting sales or similar Taxes, obtained, filed or delivered, as the case may be, valid sales and other transfer tax exemption certificates for all transactions in which the Seller or any customer of the Seller has relied on
23
Asset Purchase Agreement

22624127-v3



such certificates for exemption from sales or similar transfer taxes; and each such exemption certificate was correct and complete in all material respects at the time of the applicable sale or other transfer. The Seller (or its Members and/or Managers behalf of Seller) are not currently the beneficiary of any extension of time within which to file any Tax Return. There have never been any claims by any Governmental Authority in a jurisdiction where the Seller or its owners do not file Tax Returns that any of them is or may be subject to taxation by that jurisdiction. Seller or its owners are not a “foreign person” within the meaning of Section 1445 of the Code. The Seller or its owners are not subject to any private ruling of the Internal Revenue Service or comparable ruling of another Governmental Authority. The Assets do not include any stock or other equity interests in any Person. No power of attorney that is currently in effect has been granted by the Seller that will remain in effect after the Closing (other than powers of attorney granted to a payroll provider). None of the Assets is tax-exempt use property within the meaning of Section 168(h) of the Code. None of the Assets is (i) required to be treated as owned by another person pursuant to the so-called “safe harbor lease” provisions of former Section 168(g)(1)(A) of the Internal Revenue Code of 1954, as amended, or (ii) subject to Section 168(g)(1)(A) of the Code, (iii) subject to a disqualified leaseback or long-term agreement as defined in Section 467 of the Code, or (iv) subject to any long term contract within the meaning of Code Section 460. The Seller is not currently, and has not been, a party to any “listed transaction” or “reportable transaction” as defined in Section 6707A(c)(2) of the Code and Section 1.6011-4(b)(2) of the Treasury Regulations (as modified by published IRS guidance).

3.10Contracts. The Seller has delivered to the Buyer a complete and accurate copy of all “Acquired Contracts” and “Excluded Contracts,” which together constitute all contracts to which Seller is a party, and listed the same in Schedules 3.10(a) and 3.10(b), respectively, showing for each, the names of the parties, the name of the contract and the effective date of the same. With respect to each Acquired Contract and Excluded Contract: (i) the agreement is legal, valid, binding and enforceable against the Seller and to Seller’s knowledge the other party or parties thereto and in full force and effect; (ii) each Acquired Contract is assignable by Seller to the Buyer without the consent or approval of the counterparty(ies) thereto or any other third party or Governmental Authority (except as specified in Schedule 3.10(c)); and (iii) neither the Seller nor, to Seller’s knowledge, any other party to each Acquired Contract or Excluded Contract, is in breach or violation of, or default under, any such Acquired Contract or Excluded Contract, and no event has occurred, is pending or, to the Seller’s knowledge is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Seller or, to Seller’s knowledge, any other party under such Acquired Contract or Excluded Contract.
3.11Customers and Suppliers. Schedule 3.11 sets forth a list of (a) Seller’s top twenty customers based on the revenues derived from customers during the 12-month period immediately prior to the Effective Date and the amount of revenues accounted for by each such customer during such period (each a “Material Customer” and collectively, the “Material Customers”), and (b) each supplier that is Seller’s sole and exclusive supplier of any material product or service supplied to Seller, as well as Seller’s top twenty suppliers based on the
24
Asset Purchase Agreement

22624127-v3



payments made to such suppliers during the 12-month period immediately prior to the Effective Date and the amount of payments made to each such supplier during such period (each a “Material Supplier” and collectively, the “Material Suppliers”). No such Material Customer or Material Supplier has provided Seller with written notice (or to Seller’s knowledge, oral notice) within the past year that it will stop, or decrease the rate of, buying or supplying products or services to or from Seller. In the past year, there has not been any (x) loss of a Material Supplier or Material Customer, or (y) to the Seller’s knowledge, indication from any Material Supplier or Material Customer that it intends to (i) materially reduce the level of business which it does with Seller, (ii) amend the material terms of any agreement between such supplier or customer and Seller, or (iii) terminate or not renew any Contract it may have with Seller.

3.12Warranties. No product or service sold or delivered by Seller is subject to any guaranty, warranty, right of return, right of credit or other indemnity.
3.13Intellectual Property.
3.13.1Schedule 3.13.1 lists all material Intellectual Property owned or purported to be owned by Seller and identifies all applications or registrations therefor including without limitation all patents, patent applications, material unregistered copyrights, copyright registrations or applications therefor, mask work registrations or applications therefor, common law trademarks and service marks, registrations and applications for trademarks and service marks, domain name registrations, and social media accounts for Seller. Such Schedule also provides, where applicable, the specific owner of record for each item, the current status, the jurisdiction, and deadlines associated with maintenance or prosecution coming due in the next 6 months.

3.13.2The Seller owns or has the right to use all Intellectual Property necessary to operate the Business (the “Seller IP”) and all such ownership or rights (in the case of licensed Intellectual Property) in the Seller IP is included in the Assets. The Seller has taken reasonable measures to maintain in confidence all trade secrets and confidential information, that it owns or uses and is in compliance with any non-disclosure or similar contracts that it has entered into. No other person or entity has any rights to any of the Intellectual Property owned or purported to be owned by the Seller (except pursuant to agreements or licenses specified in Schedule 3.13.4), and, to Seller’s knowledge, no other person or entity is infringing, violating or misappropriating any of the Intellectual Property owned or purported to be owned by the Seller.
3.13.3Neither the operation of the Business nor any of the Intellectual Property owned by or purported to be owned by the Seller, or the marketing, distribution, provision or use thereof, infringes or violates, or constitutes a
25
Asset Purchase Agreement

22624127-v3



misappropriation of, any Intellectual Property rights of any person or entity. Schedule 3.13.3 lists any written complaint, claim or notice, or written threat thereof, received by the Seller in the past three (3) years alleging any infringement, violation or misappropriation of any Intellectual Property rights of any person or entity by the Seller.

3.13.4Schedule 3.13.4 identifies each license or other agreement pursuant to which the Seller has granted a right to any third party, including license, sublicense, distribution, or other rights to any third party with respect to, any of the Seller IP. Except as explicitly identified in Schedule 3.13.4, the Seller has not agreed to indemnify any person or entity against any infringement, violation or misappropriation of any Intellectual Property rights.
3.13.5Other than off the shelf software programs licensed by the Seller pursuant to “shrink wrap” or “click-through” licenses, Schedule 3.13.5 identifies each item of Intellectual Property used or held for use by the Seller that is owned by a party other than the Seller, and the license or agreement pursuant to which Seller uses it. The Seller does not own any proprietary software.
3.13.6All of the Intellectual Property owned or purported to be owned by Seller has been created by (i) employees of the Seller within the scope of their employment by the Seller and either governed by the doctrine of work-for-hire or expressly assigned to Seller in a written and enforceable assignment; or (ii) independent contractors of the Seller who have executed written and enforceable agreements providing a present assignment of all right, title and interest in such Intellectual Property to the Seller. No party other than the Seller owns any of the Intellectual Property owned or purported to be owned by Seller. No person owns any of the Seller IP except for Seller.
3.13.7In connection with any collection or use of personally identifiable information from third parties, which is described on Schedule 3.13.7, the Seller has complied with (i) all applicable laws in all relevant jurisdictions including without limitation all laws relating to privacy and data protection; (ii) all industry guidance and best practices, and (ii) its publicly available privacy policy relating to the collection, storage, use and transfer of all personally identifiable information collected by the Seller. There have been no security incidents related to any personally identifiable information collected or held by Seller including without limitation any actual or suspected unauthorized access to or use of any of Seller’s Internal Systems or any personally identifiable information held by Seller.

3.14Absence of Certain Changes or Events. Since December 31, 2020, there have been no events or changes giving rise to a Material Adverse Effect and Seller has operated the Business
26
Asset Purchase Agreement

22624127-v3



in the ordinary course consistent with past practices. Without limiting the generality of the foregoing, except as disclosed on Schedule 3.14, since December 31, 2020:

    (a) Seller has not entered into any contract involving more than $10,000 in payments to or from Seller in any given calendar year, or any contract outside the ordinary course of business, or ordered Inventory outside of the ordinary course of business,

    (b) No party (including Seller) has terminated, cancelled, or amended, modified or accelerated any Acquired Contract,

    (c) Seller has not imposed or become subject to any Liens upon any of its assets or property, other than Permitted Liens,

(d) Seller has not created, incurred, assumed, or guaranteed any Indebtedness,

    (e) Seller has not sold leased, transferred, or assigned any of its material assets, other than sales of inventory in the ordinary course of business,

    (f) Seller has not made any material change in accounting policies, principles, or methodologies or in the manner Seller keeps its books and records or any change by Seller of its current practices with regard to accounting for sales, receivables, payables, or accrued expenses (including any change in depreciation or amortization policies or rates),

    (g) Seller has not failed to pay and discharge any current liabilities or agree with any party to extend the payment of any current liabilities,

    (h) Seller has not, other than with respect to this Agreement, sold, assigned, transferred, leased, licensed, or otherwise disposed of, or agreed to sell, assign, transfer, lease, license, or otherwise dispose of, any asset or property having a value in excess of $10,000 individually, or $25,000 in the aggregate,

    (i) Seller has not made any capital expenditure or commitment for additions to property and equipment or intangible capital assets in excess of $25,000, individually, or $50,000 in the aggregate,

    (j) Seller has not (i) increased the base salary, annual bonus, benefits or any other form of
compensation payable to any of the Seller's Employees or (ii) entered into, adopted or, except as and to the extent required by applicable Law, amended any Seller Plan,

    (k) Seller has not entered into any collective bargaining agreement or relationship with any labor organization, and

27
Asset Purchase Agreement

22624127-v3



    (l) Seller has not authorized or entered into any contract to do any of the foregoing.

3.15Litigation. Except as set forth on Schedule 3.15, Seller is not a party to any pending or, to the knowledge of Seller, threatened action, suit, proceeding or investigation, at law or in equity or otherwise in, for or by any court or other Governmental Authority; nor, to the knowledge of Seller, does any basis exist for any action, suit, proceeding or investigation. The Business and Assets are not subject to any decree, judgment, order, law or regulation of any court or other governmental body. There is no action, proceeding, or investigation pending or threatened, or any basis therefor known to Seller, that questions the validity of the Agreement and Exhibits or the right of Seller and Principals to enter into the Agreement and the Exhibits or to consummate the transactions contemplated by the Agreement and the Exhibits.

3.16Affiliate Transactions. Except as set forth on Schedule 3.16, no officer, employer, director or affiliate of the Seller or Principals (nor any ancestor, sibling, descendant or spouse of any of such persons, or any trust, partnership or corporation in which any of such Persons has or has had an economic interest) has or has had, directly or indirectly, (i) an economic interest in any person that purchases from or sells or furnishes to, the Seller, any material goods or services, or (ii) a beneficial interest in any Acquired Contract or Excluded Contract to which the Seller is a party or by which its properties or assets are bound.

3.17Environmental Matters.
3.17.1The Seller has complied with all applicable Environmental Laws. There is no pending or, to Seller’s knowledge, threatened civil or criminal litigation, written notice of violation, formal administrative proceeding, or investigation, inquiry or information request by any Governmental Authority, relating to any Environmental Law involving Seller, any Permits or the Assets.

3.17.2The Seller has no liabilities or obligations arising from the release of any Materials of Environmental Concern into the environment or from the storage, disposal or handling of any Materials of Environmental Concern.

3.17.3The Seller is not a party to or bound by any court order, administrative order, consent order or other agreement with any Governmental Authority entered into in connection with any legal obligation or liability arising under any Environmental Law.

3.17.4The Seller is not aware of any material environmental liability of any solid or hazardous waste transporter or treatment, storage or disposal facility that has been used by the Seller.
3.18Real Property Leases. Schedule 3.18 lists all leases and subleases for real property to which Seller is a party (collectively, the “Leases”) and lists the term of each such Lease, any
28
Asset Purchase Agreement

22624127-v3



extension options, and the rent payable thereunder. The Seller has delivered to the Buyer complete and accurate copies of all Leases. The premises leased by Seller under each such Lease is suitable for use in the ordinary course of business of the Business as currently conducted and, to Seller’s knowledge, is not subject to any material damage (other than ordinary wear and tear). With respect to each Lease: (a) there are no oral agreements, forbearance programs or to Seller’s Knowledge, disputes in effect as to such Lease, in each case between Seller and the counterparty thereto; and (b) to Seller’s knowledge, there is no Lien, easement, covenant or other restriction applicable to the real property subject to such Lease which would reasonably be expected to materially impair the current uses or the occupancy by the Seller of the property subject thereto.

3.19Limitations on Transferability. Seller acknowledges that the Shares are being issued pursuant to exemption from registration as securities under applicable federal and state law. Seller covenants that in no event will Seller dispose of any of the Shares (other than pursuant to Rule 144 or any similar or analogous rule) without the prior written consent of Issuer, which shall not unreasonably be withheld, conditioned or delayed. The stock certificate representing the Shares shall display the following legend:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS, AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) AN EXEMPTION FROM SUCH REGISTRATION EXISTS AND THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS.”

3.20Accredited Investor. Seller hereby warrants that it is an Accredited Investor under the Securities Act of 1933 (the “Act”).
3.21No Registration of Shares. Seller is aware that the Shares have not been registered under the Act, and that the Shares are deemed to constitute “restricted securities” under Rule 144 promulgated under the Securities Act (“Rule 144”). Seller also understands that the Shares are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon Seller’s representations contained in this Agreement.
29
Asset Purchase Agreement

22624127-v3



3.22Purchase for Own Account. As of the Closing, Seller is acquiring the Shares for its own account and has no present intention of distributing or selling the Shares, except as permitted under the Act and applicable state securities laws.
3.23Knowledge and Experience. Seller has sufficient knowledge and experience in business and financial matters to evaluate the Buyer and the Issuer, its existing and proposed activities and the risks and merits of this investment. Seller has the ability to accept the risk inherent in this type of investment.
3.24Adequate Review. Seller hereby represents and warrants to the Issuer and the Buyer that: (i) it has been advised by the Issuer to review the periodic reports, and filings made by the Issuer under the Securities Exchange Act of 1934 together with other public filings the Issuer has made on the SEC EDGAR system; (ii) that all documents, records, and books pertaining to the acquisition of the Shares as may have been requested by the Seller have been made available or delivered to, and have been examined by, the Seller; (iii) it has received all of the information it has requested from Buyer or Issuer that it considers necessary or appropriate for deciding whether to acquire the Shares; (iv) it has had an opportunity to ask questions and receive answers from Buyer and Issuer regarding the Shares; (v) it has not relied upon the Issuer, the Buyer or any of their respective representatives for any such investigation or assessment of risk; and (v) it understands the significant risks of this investment, including but not limited to the fact that the value of the Shares can increase or decrease after the date of issuance.

3.25 Independent Investigation. Seller represents that, except as set forth in this Agreement, no representations or warranties have been made to Seller by the Buyer, the Issuer or any of their respective officers, directors or agents, employees or affiliates of any of them, and that in entering into this transaction, the Seller is not relying upon information other than that contained in this Agreement and the results of its own independent investigation.
3.26Capacity to Protect Own Interests. Seller has the capacity to protect its own interests in connection with the acquisition of the Shares by virtue of its business or financial expertise.
3.27Residence. Seller represents that the office of Seller in which its investment decision was made is located at the address of Seller set forth on the signature page hereto.
3.28Brokers and Finders. The Seller represents that it has not retained any Brokers in connection with the transactions contemplated hereby.
3.29Employees.
3.29.1Schedule 3.29.1 contains a list of all employees of the Seller (the “Seller Employees”), and with respect to each such Seller Employee, the date of hire, position and the annual rate of compensation (including wages, commissions and bonus opportunity); vacation accrued as of a recent date; and service
30
Asset Purchase Agreement

22624127-v3



credited as of a recent date for purposes of vesting and eligibility to participate under any Seller Plan; and all bonuses and any other amounts to be paid by the Seller at or in connection with the Closing. Schedule 3.29.1 also sets forth the legal employment status of each Seller Employee who is not a U.S. citizen.

3.29.2Each such agreement referenced in the preceding sentence is assignable by the Seller to the Buyer, without the consent or approval of any party and will continue to be legal, valid, binding and enforceable and in full force and effect immediately following the Closing to the same extent as in effect immediately prior to the Closing. No Seller Employee has been promised, orally or in writing, any increase in compensation, bonus or benefits, and no Seller Employee has indicated to the Seller any dissatisfaction with his or her current compensation level. To the knowledge of the Seller, no Seller Employee has any plans to terminate employment with the Seller (other than for the purpose of accepting employment with the Buyer following the Closing) or not to accept employment with the Buyer.

3.29.3Schedule 3.29.3 sets forth a true and complete list of all independent contractors of the Seller, including for each such independent contractor, the contractor’s beginning service date, the beginning and end of any prior terms of service and the current compensation payable to such contractor.

3.29.4Except as set forth in Schedule 3.29.4, the Seller is, and at all times has been, in compliance with all applicable Laws relating to employees and employment matters, including applicable wage and hour Laws, nondiscrimination Laws and immigration Laws. There are no pending, or the knowledge of the Seller, threatened, complaints before any employment standards tribunal or human rights tribunal, court or employment tribunal and there are no pending or threatened workers’ compensation, discrimination or other employee claims. All individuals characterized and treated by the Seller as independent contractors are properly treated as independent contractors under all applicable Laws. The Seller has maintained all records required by applicable Law and good human resources practices regarding the employment of each Seller Employee. The Seller has provided all Seller Employees with all wages, benefits, service payments, per diem, relocation benefits, commissions, equity, stock options, bonuses and incentives and any and all other compensation (in whatever form or nature) which became due and payable through the date of
this Agreement and in compliance with all Laws.

3.29.5The Seller is not a party to nor is bound by any collective bargaining agreement, nor has it experienced any strikes, grievances, claims of unfair labor practices or other collective bargaining disputes. The Seller has no
31
Asset Purchase Agreement

22624127-v3



knowledge of any organizational effort made or threatened, either currently or within the past three years, by or on behalf of any labor union with respect to Seller Employees.

3.30Seller Plans.
3.30.1Schedule 3.30.1 contains a complete and accurate list of each Seller Plan. Complete and accurate copies of (i) all Seller Plans which have been reduced to writing, (ii) written summaries of all unwritten Seller Plans, and (iii) all related trust agreements, insurance contracts and summary plan descriptions have been delivered or made available to the Buyer.

3.30.2Each Seller Plan is and at all times has been operated and maintained in material compliance with its terms and the requirements of applicable Law, including the Code and ERISA. With respect to each Seller Plan, as of the Closing Date, all contributions and other payments (including all premiums, employer contributions and employee salary reduction contributions) required to be made to, under or with respect to each Seller Plan for any period ending on the Closing Date will have been made, and there are no pending or, to the Knowledge of the Seller, threatened, Actions with respect to the Seller Plans other than routine claims for benefits. The Buyer shall not be subject to any Liability with respect to a Seller Plan.

3.30.3At no time has the Seller or any ERISA Affiliate been obligated to contribute to any “multiemployer plan” (as defined in Section 4001(a)(3) of ERISA), any defined benefit plan subject to the provisions of Section 412 of the Code, any “multiple employer welfare arrangement” (as defined in Section 3(40) of ERISA), or any multiple employer plan (as defined in Section 413(c) of the Code).

3.30.4There are no unfunded obligations under any Seller Plan providing benefits after termination of employment to any Seller Employee (or to any beneficiary of any such Seller Employee), including but not limited to retiree health coverage and deferred compensation, but excluding continuation of health coverage required to be continued under Section 4980B of the Code or other applicable law and insurance conversion privileges under state law.

3.30.5The execution and delivery of this Agreement and performance of the transactions contemplated hereby will not (either alone or upon the occurrence of any additional or subsequent events) (i) entitle any current or former Seller Employee to severance pay, or a transaction or retention bonus, unemployment compensation or any other payment or additional compensation, (ii) accelerate the time of payment or vesting, or increase the
32
Asset Purchase Agreement

22624127-v3



amount of compensation due any such employee, officer, director or independent contractor, or (iii) result in any breach or violation of, or a default under, any Seller Plan.

3.31Full Disclosure. The representations and warranties of Seller and Principals contained in this Agreement and the schedules hereto, when read together, do not contain any untrue statement of a material fact or omit any material fact necessary to make the statements contained therein or herein in view of the circumstances under which they were made not misleading.

4.REPRESENTATIONS AND WARRANTIES OF BUYER AND ISSUER

Buyer and Issuer hereby jointly and severally represent and warrant to Seller and Principals the following, which are true and correct as of the Effective Date, in each case except to the extent any such representations and warranties are specifically made as of a particular date (in which case such representations and warranties need only be true and correct as of such date):

4.1Corporate Organization and Authority. Buyer and Issuer are Delaware and Colorado Corporations, respectively, duly organized, validly existing, authorized to exercise their respective corporate powers, rights and privileges in Delaware and Colorado, and in good standing in the States of Delaware and Colorado, respectively.

4.2Authorization. All corporate action on the part of Buyer and Issuer, its officers, directors, and stockholders necessary for the authorization, execution, delivery, and performance of all obligations under this Agreement and for the issuance of the Shares has been taken, and this Agreement constitutes a legally binding and valid obligation of Buyer and Issuer, respectively, enforceable in accordance with its terms.

4.3Corporate Power. Buyer and Issuer have all requisite legal and corporate power and authority to execute and deliver this Agreement and Exhibits, to sell and issue the Shares, and to carry out and perform their respective obligations under the terms of the Agreement.

4.4Litigation. There is no action, proceeding, or investigation pending or threatened, or any basis therefor known to Buyer or Issuer, that questions the validity of the Agreement or the right of Buyer or Issuer to enter into the Agreement or to consummate the transactions contemplated hereby. No event has occurred, or circumstances exist that may give rise or serve as a basis for any such action.

4.5Brokers and Finders. Each of the Buyer and Issuer represents that it has not retained a Broker in connection with the transactions contemplated by this Agreement, and Buyer and Issuer shall jointly and severally indemnify, defend and hold Seller harmless from any breach of the representation herein set forth

33
Asset Purchase Agreement

22624127-v3



4.6No Conflicts. The execution, delivery and performance of this Agreement and its Exhibits, the consummation of the transactions contemplated hereby and thereby and the fulfillment of the terms hereof and thereof will not: (a) conflict with, or result in a breach or violation of the Buyer or Issuer organizational documents; (b) conflict with, or result in a default (or would constitute a default but for a requirement of notice or lapse of time or both) under any document, agreement or other instrument to which Buyer or Issuer is a party or result in the creation or imposition of any lien, charge or encumbrance on any of Buyer’s or Issuer’s properties pursuant to (i) any law or regulation to which the Buyer or Issuer or any of their property is subject, or (ii) any judgment, order or decree to which Buyer or Issuer is bound or any of its property is subject; or (c) violate any law, order, judgment, rule, regulation, decree or ordinance to which Buyer or Issuer is subject, or by which Buyer or Issuer is bound.

4.7Validity of Shares. As of the Closing, the Shares will be duly authorized and, when issued and paid for in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable to Seller, free of any liens, claims or other encumbrances, except for restrictions on transfer provided for herein or under the Act, or other applicable securities laws. The sale and issuance of the Shares hereunder is exempt from the registration requirements of the Securities Act and other applicable securities laws.

4.8Sufficient Funds. Buyer will have at the Closing (through existing credit arrangements, capital calls or otherwise) sufficient funds available to pay the Cash Purchase Price.

4.9Independent Investigation. Buyer has had the opportunity to conduct all such due diligence investigation of the Assets, Assumed Contracts and the Assumed Liabilities as Buyer deems necessary or advisable in connection with entering into this Agreement and the other transactions contemplated hereby and have conducted to Buyer’s satisfaction an independent investigation and verification of the current condition and affairs of the Assets, Assumed Contracts and the Assumed Liabilities.

4.10Exclusivity of Representations. The representations and warranties made by Buyer in this Article 4 and in any Exhibit, Schedule or certificate delivered pursuant hereto are the exclusive representations and warranties made by Buyer. Buyer hereby disclaims any other express or implied representations or warranties with respect to itself.

5.CLOSING CONDITIONS.
5.1Conditions to Buyer’s Obligations. The obligation of Buyer to consummate the transactions contemplated by this Agreement is subject to the satisfaction of the following conditions at or prior to the Closing, any of which may be waived only in writing by the Buyer in its sole discretion:
5.1.1Representations and Warranties.
34
Asset Purchase Agreement

22624127-v3



(a)Each of the Fundamental Representations shall be true and correct in all but de minimis respects on and as of the date hereof and at and as of the Closing as if made on and as of the Closing Date.
(b)Each of the representations and warranties contained in Article 3 (other than the Fundamental Representations), disregarding all materiality, Material Adverse Effect or similar qualifications or exceptions contained therein, shall be true and correct in all respects on and as of the date hereof and on and as of the Closing Date with the same effect as if made on and as of the Closing Date (other than such representations and warranties that are made as of a specified date, which representations and warranties shall be true and correct as of such date).
5.1.2Performance of Covenants. Each Principal and the Seller shall have performed in all of the covenants and agreements required to be performed by it under this Agreement prior to or at the Closing, including without limitation all conditions and deliverables listed in Section 2.7.2.
5.1.3No Orders or Proceedings. No order, rule, regulation or law shall have been entered or adopted or be in effect, and no proceeding shall be pending or overtly threatened by or before any Governmental Authority, that could reasonably be expected to enjoin, prevent, restrain or materially delay consummation of any of the transactions contemplated by this Agreement or the agreements contemplated hereby.
5.1.4No Material Adverse Effect. No fact, event, condition or circumstance has occurred or arisen since the date of this Agreement that, individually or in combination with any other facts, events, conditions or circumstances, has had or would reasonably be expected to have a Material Adverse Effect.
5.1.5Deliveries by Seller and the Principals. At the Closing, Seller and the Principals shall have delivered or caused to be delivered to Buyer:
(a)a certificate executed and delivered by a manager of the Seller, dated the date of the Closing, stating that the conditions specified in Sections 5.1.1, 5.1.2 and 5.1.4 have been satisfied as of the Closing; and
(b)such other documents and instruments as Buyer may reasonably require in order to effectuate the transactions that are the subject of this Agreement, including, without limitation, (i) an unqualified audit opinion of Seller’s Audited Financial Statements confirming that Seller’s Business (including, for this purpose, that of its
35
Asset Purchase Agreement

22624127-v3



affiliates also being purchased by Buyer on the Closing Date) generated no less than $5,000,000 in EBITDA during 2020, (ii) Interim Financial Statements confirming that Seller’s Business (including, for this purpose, that of its affiliates also being purchased by Buyer on the Closing Date) generated no less than $5,000,000 in EBITDA during the first half of 2021 and is on track to generate no less than $7,000,000 in EBITDA for fiscal year 2021, as supported by Seller’s books and records, and (iii) such other updated Exhibits and Schedules as provided for herein.
5.1.6 Inventory. The Inventory Team shall have completed a physical inventory and determined the Inventory value, which shall be binding upon the parties, prior to Closing.
        
All documents and instruments delivered to Buyer shall be in form and substance reasonably satisfactory to Buyer.

5.2Conditions to Seller’s and Principals’ Obligations. The obligation of Seller and Principals to consummate the transactions contemplated by this Agreement is subject to the satisfaction of the following conditions at or prior to the Closing, any of which may be waived only in writing by the Seller and Principals in their sole discretion:

5.2.1Representations and Warranties. Each of the representations and warranties contained in Article 4, disregarding all materiality, Material Adverse Effect or similar qualifications or exceptions contained therein, shall be true and correct in all respects on and as of the date hereof and on and as of the Closing Date with the same effect as if made on and as of the Closing Date (other than such representations and warranties that are made as of a specified date, which representations and warranties shall be true and correct as of such date).
5.2.2Performance of Covenants. Buyer shall have performed in all of the covenants and agreements required to be performed by it under this Agreement prior to or at the Closing, including without limitation all conditions and deliverables listed in Section 2.7.3.
5.2.3No Orders or Proceedings. No order, rule, regulation or law shall have been entered or adopted or be in effect, and no proceeding shall be pending or overtly threatened by or before any Governmental Authority, that could reasonably be expected to enjoin, prevent, restrain or materially delay consummation of any of the transactions contemplated by this Agreement or the agreements contemplated hereby.
6.TERMINATION.
36
Asset Purchase Agreement

22624127-v3



6.1Termination. This Agreement may be terminated at any time prior to the Closing as follows:

6.1.1by the mutual written consent of Buyer and Seller;

6.1.2by Buyer, if (i) a breach or failure to perform any material representation, warranty, covenant or agreement on the part of Seller or any Principal set forth in this Agreement shall have occurred which is not cured within thirty (30) days following Buyer’s written notice to Seller of such breach; and (ii) Buyer is not in material breach of any provision of this Agreement;

6.1.3by the Seller if (i) a breach or failure to perform any material representation, warranty, covenant or agreement on the part of the Buyer set forth in this Agreement shall have occurred which is not cured within thirty (30) days following the Seller’s written notice to the Buyer of such breach and renders impossible the satisfaction of one or more of the conditions set forth in Section 5.2 and (ii) Seller and Principals are not in material breach of any provision of this Agreement;

6.1.4by either the Buyer or the Seller if the Closing has not occurred on or before the date that is the later of (i) thirty days after the receipt by Buyer of Seller’s Audited Financial Statements, or (ii) sixty days after the Effective Date (collectively, the “Outside Date”), provided that the party seeking to terminate shall not be entitled to terminate pursuant to this Section 6.1.4 if the failure of the Closing to occur was primarily caused by the failure of the Buyer (if it is seeking to terminate) or Seller (if it is seeking to terminate) to perform in any material respect any of the covenants or agreements to be performed by it prior to the Closing; or

6.1.5by either Buyer or the Seller if a Law is enacted, adopted, promulgated or enforced that makes consummation of the transactions contemplated hereby illegal or otherwise prohibited or if the consummation of the transactions contemplated hereby would violate any order, law, rule or regulation of any Governmental Authority having competent jurisdiction.

In the event of termination pursuant to this Section 6.1, written notice thereof (describing in reasonable detail the basis therefor) shall forthwith be delivered to the other parties hereto.

6.2Effect of Termination. In the event of termination of this Agreement in accordance with Section 6.1, this Agreement shall immediately terminate and have no further force and effect and there shall be no liability on the part of any Party to any other Party under this Agreement, except that (a) the covenants and agreements set forth in this Section 6.2, the provisions of Article 9 (other than
37
Asset Purchase Agreement

22624127-v3



Section 9.12) and all definitions herein necessary to interpret any of the foregoing provisions shall remain in full force and effect and survive such termination indefinitely and (b) such termination shall not function as a release of liability for any willful, intentional and material breach by the Seller or any of the Principals of this Agreement prior to such termination.

7.EMPLOYMENT MATTERS.

7.1Independent Contractors and Employees. Effective upon the Closing, Buyer or one of its Affiliates (the “Hiring Entity”) shall offer employment to each of the employees listed in Exhibit I, which may be updated by mutual agreement the parties prior to the Closing Date, at a compensation amount to be determined by Buyer. Such offer of employment shall be conditioned upon each such employee’s successful (as determined by Buyer in accordance with its hiring policies maintained in the ordinary course of its business consistent with past practices) completion of the pre-employment screening required of all of the Hiring Entity’s employees. Any such Employee who accepts the Hiring Entity’s offer of employment described herein and successfully completes the pre-employment screening shall be deemed a “Hired Employee” effective as of the Closing. The Seller shall bear any and all obligations and liabilities under the WARN Act resulting from employment losses.

7.2Liabilities in Respect of Employees. Buyer shall have no liability for Seller’s liabilities in respect of accrued wages (including salaries, bonuses and commissions), severance pay, accrued vacation, sick leave or other benefits, or employee agreements of any type or nature on account of Seller, retention of or termination of independent contractors or employment of or termination of employees, and Seller and the Principals shall indemnify Buyer and Issuer and hold the same harmless against liability arising out of any claims for such pay or benefits or any other claims arising from Seller’s retention of or employment of or termination of such independent contractors or employees.
8.INDEMNITY

8.1Seller’s Indemnity. The Seller and Principals, jointly and severally, shall indemnify and hold harmless Buyer and Issuer, and their respective affiliates, parents, subsidiaries, officers, directors, successors, agents and assigns, from and against any and all losses, costs, expenses, liabilities, obligations, claims, demands, causes of action, suits, settlements and judgments of every nature, including the costs and expenses associated therewith and reasonable attorneys’ fees (“Buyer’s Damages”) which arise out of: (i) the breach of any representation or warranty made by Seller and/or Principals pursuant to this Agreement; (ii) the non-performance or breach, partial or total, of (x) any covenant made by Seller and/or Principals pursuant to this Agreement or (y) any of the terms of the Seller’s deliverables in Section 2.7.2; (iii) claims of any type or nature relating to the retention of the Business’ independent contractors or employment of the Business’ employees by Seller or any termination of such independent contractors or
38
Asset Purchase Agreement

22624127-v3



employees by Seller; (iv) the Retained Liabilities; (v) the ownership or operation of the Assets by Seller or in connection with the Business of Seller, in each case prior to the Closing Date or arising from acts or omissions occurring prior to the Closing Date; (vi) any PPP Loans and/or EIDL Loans; and (vi) Seller’s portion of the Transfer Taxes pursuant to Section 2.2.2. The representations and warranties of Seller herein set forth shall survive for a period of eighteen (18) months following the Closing Date (the “Claims Period”); provided, however, that the Claims Period with respect to any Fundamental Representation or fraud shall be sixty (60) months or the applicable statute of limitations, whichever is longer, and provided further that the Claims Period with respect to Section 3.9 (Taxes) and 9.17 (Tax Matters) shall survive the Closing Date for a period of sixty (60) days after the expiration of the applicable statute of limitations. Buyer shall not be entitled to indemnification pursuant to this Section  with respect to any breach or misrepresentation of any representation or warranty or other indemnification obligation until such time as its respective aggregate right to such indemnification exceeds Twenty-Five Thousand Dollars ($25,000) (it being agreed that in the event such threshold is reached and exceeded, Seller will be liable for losses from the first dollar of such amount).

8.2Buyer’s and Issuer’s Indemnity. Buyer and Issuer shall jointly and severally indemnify and hold harmless Seller from and against any and all losses, costs, expenses, liabilities, obligations, claims, demands, causes of action, suits, settlements and judgment s of every nature, including the costs and expenses associated therewith and reasonable attorneys’ fees (“Seller’s Damages”), which arise out of: (i) the breach by Buyer or Issuer of any representation or warranty made by Buyer or Issuer pursuant to this Agreement, (ii) the non-performance, partial or total, of any covenant made by Buyer or Issuer pursuant to this Agreement; (iii) the use or ownership of the Assets or the activities of or on behalf of the Buyer related to the Assets on and subsequent to the Closing Date (solely to the extent not arising from acts or omissions occurring prior to the Closing Date); (iv) Buyer’s portion of any Transfer Taxes pursuant to Section 2.2.2; and (v) any Assumed Liabilities.
8.3Adjustment to Purchase Price for Tax Purposes. The Parties shall treat any indemnity payment made under this Agreement pursuant to this Article 8 as an adjustment to the Purchase Price for all Tax purposes to the maximum extent permitted by applicable law. No party shall take any position on any Tax Return or filing, or before any Governmental Authority, that is inconsistent with such treatment unless otherwise required by any applicable law.

9.MISCELLANEOUS

9.1Allocation of Purchase Price. Schedule 9.1 sets forth the allocation agreed to by Seller and Buyer of the Purchase Price and Assumed Liabilities among the Assets being transferred by Seller to Buyer for purposes of determining the income tax consequences of the transactions contemplated by this Agreement. The Parties intend that Schedule 9.1 conform to the requirements of Section 1060 of the Internal Revenue Code, and they agree to be bound thereby
39
Asset Purchase Agreement

22624127-v3



and to act in accordance with it in the preparation and filing of Tax Returns (including Internal Revenue Service From 8594 and any exhibits thereto), information returns, schedules or other filings made with the Internal Revenue Service or other Governmental Authorities. Any adjustments to the Purchase Price pursuant to Section 2.3 or Article 8 shall be allocated in a manner consistent with this Section 9.1 and Schedule 9.1. Each Party shall promptly notify the other of any challenge by any Governmental Authority to any allocation pursuant to this Section 9.1.

9.2Confidentiality. No party hereto shall issue a press release or otherwise publicize the Agreement or transactions contemplated hereby or otherwise disclose the nature or contents of this Agreement until the Closing has occurred. From and after Closing, any such press release or other public announcement shall not be issued without the written approval of Buyer (which such approval shall not be unreasonably withheld, conditioned or delayed), except as may be required by law or any applicable listing agreement with a national securities exchange as determined in the good-faith judgment of the party or affiliate of a party proposing to make such release or communication (in which case, such party or affiliate of a party shall not issue or cause the publication of such press release or other public announcement without providing the other parties a reasonable opportunity to review and comment upon such press release or other public announcement).

9.3Expenses. Each party will pay its own costs and expenses, including legal and accounting expenses, related to the transactions provided for herein, irrespective of when incurred. In the event of any legal action to enforce any of the obligations set forth in the Agreement, the prevailing party shall be entitled to recover costs and reasonable legal fees.

9.4Notices. Any notice or other communication required or permitted hereunder shall be in writing and shall be deemed to have been duly given on the date of service if served personally or by email, or five days after the date of mailing if mailed by first class mail, registered or certified, postage prepaid. Notices shall be addressed as follows:

If to Issuer or Buyer:    GrowGeneration Corp. and
            GrowGeneration Michigan Corp.
            ATTN: Darren Lampert
    930 W 7th Ave, Suite A
    Denver, CO 80204

with a copy to        Robinson + Cole
            ATTN: Mitchell Lampert
            1055 Washington Boulevard
            Stamford, CT 06901

If to Seller:        HGS Southfield, LLC
            c/o HGS HOLDINGS, LLC
40
Asset Purchase Agreement

22624127-v3



ATTN: Rocky Shaeena
            2238 Auburn Road
            Shelby Township, MI 48317

with a copy to:        Elia Law, PLLC
ATTN: Salam Elia
550 West Merrill Street, Suite 100
Birmingham, MI 48009


or to such other address as a party has designated by notice in writing to the other party in the manner provided by this section.

9.5Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Michigan, without respect to its conflict of laws principles.

9.6Successors and Assigns. This Agreement and Exhibits and the rights of the parties hereunder and thereunder may not be assigned by any party without the prior written consent of the other parties, and shall be binding upon and shall inure to the benefit of the parties hereto and the successors and permitted assigns of Buyer, Issuer and the Seller, respectively.

9.7Entire Agreement; Counterparts. This Agreement, together with the schedules and Exhibits hereto, sets forth the entire understanding of the parties hereto with respect to the transactions contemplated hereby and thereby. Any and all previous agreements and understandings between or among the parties regarding the subject matter hereof or thereof, whether written or oral, are superseded and replaced by this Agreement. This Agreement may be executed in two or more counterparts (including those delivered by facsimile or other electronic means), each of which will be deemed an original, but all of which together will constitute one and the same instrument.

9.8Amendment. This Agreement shall not be amended or modified except by a written instrument duly executed by each of the parties hereto.

9.9Waiver. Any extension or waiver by any party of any provision hereto shall be valid only if set forth in an instrument in writing signed on behalf of such party. No waiver of any provision of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver.

9.10Schedules and Exhibits. Each of the Schedules and Exhibits to this Agreement is incorporated herein by this reference and expressly made a part of this Agreement.

41
Asset Purchase Agreement

22624127-v3



9.11Partnership. The relationship of the parties is that of “buyer”, “issuer” and “seller,” and nothing contained herein shall be deemed to create a partnership or joint venture between or among the parties.

9.12Specific Performance; Remedies. Each party hereto acknowledges that the other parties will be irreparably harmed and that there will be no adequate remedy at law for any violation by any of them of any of the covenants or agreements contained in this Agreement and its Exhibits, including the confidentiality obligations set forth in this Agreement or in any other agreement between any of the parties hereto. It is accordingly agreed that, in addition to any other remedies which may be available upon the breach of any such covenants or agreements, each party hereto shall have the right to obtain injunctive relief to restrain a breach or threatened breach of, or otherwise to obtain specific performance of, covenants and agreements of other parties contained in this Agreement. An action for specific performance must be commenced within ninety (90) calendar days from the other party’s breach of this Agreement (beyond the cure period), and failure to commence an action within the ninety (90) day period shall be deemed to have the non-breaching party waived its right to specific performance/injunctive relief.

9.13Severability. If any provision of this Agreement or any Exhibit or the application thereof to any person or circumstances is held invalid or unenforceable in any jurisdiction, the remainder hereof and thereof, and the application of such provision to such person or circumstances in any other jurisdiction, shall not be affected thereby, and to this end the provisions of this Agreement or Exhibit, as applicable, shall be severable.

9.14Further Representations. Each party to this Agreement acknowledges and represents that it has been represented by its own legal counsel in connection with the transactions contemplated by this Agreement, with the opportunity to seek advice as to its legal rights from such counsel. Each party further represents that it is being independently advised as to the tax consequences of the transactions contemplated by this Agreement and is not relying on any representation or statements made by any other party as to such tax consequences.
9.15Further Assurances. The parties shall, at any time from and after the Closing, upon the request of any other party and without further consideration, do, execute, acknowledge and deliver, and cause to be done, executed, acknowledged and delivered, all such further acts, deeds, instruments, assignments, transfers, conveyances, powers of attorney or assurances as may be reasonably required to evidence and make effective the transactions contemplated by this Agreement, including to transfer, convey, grant, and confirm to and vest in Buyer good title to all of the Assets, free and clear of all Liens (other than Permitted Liens).

9.16Consent to Jurisdiction.  Each party irrevocably submits to the exclusive jurisdiction of the federal and state courts of the County of Oakland, Michigan, for the purposes of any action, proceeding, suit, or claim arising out of this Agreement. Each party agrees to commence any such action, proceeding, suit, or claim in the state or federal courts of the County of Oakland, Michigan. Each party irrevocably and unconditionally waives any objection to the laying of
42
Asset Purchase Agreement

22624127-v3



venue of any action, proceeding, suit, or claim arising out of this Agreement or the transactions contemplated hereby in the state or federal courts of the County of Oakland, Michigan, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, proceeding, suit, or claim brought in any such court has been brought in an inconvenient forum.
9.17Tax Matters. The following provisions shall govern the allocation of responsibility as between the Buyer and the Seller for certain Tax matters following the Closing Date:
(a)The Buyer shall prepare and timely file all Tax Returns with respect to Property Taxes relating to the Assets for the Straddle Period.  The Buyer will provide such Tax Returns for the Straddle Period to the Seller at least fifteen (15) days before the due date for filing of any such Tax Returns for its review and comment (and the Buyer shall consider all reasonable comments of Seller in good faith).   The Buyer shall pay and discharge all Taxes shown to be due on such Tax Returns for the Straddle Period, subject to the indemnification rights of the Buyer under Section 8.1.  No later than ten (10) business days prior to the due date of such Tax Return, the Seller shall pay to the Buyer the amount of Taxes shown due on such Tax Return which is attributable to the pre-Closing portion of the Straddle Period.
(b)Seller shall include the income of the Business on Seller’s federal, state, and local income tax returns for all periods (or portions thereof) ending on or prior to the Closing Date and pay any federal, state, and local income taxes attributable to such income.
(c)Buyer shall include the income of the Business after the Closing Date on Buyer’s federal, state, and local income tax returns for all periods (or portions thereof) commencing after the Closing Date (provided that the Closing shall have occurred) and pay any income taxes attributable to such income.
(d)The amount of real property, personal property, and similar taxes (not based on income, profits or gains) relating to the Assets (“Property Taxes”), and any Tax refunds relating to such Property Taxes, attributable to the pre-Closing portion of any Straddle Period shall be determined based upon the relative number of days in the pre-Closing and post-Closing portions of such Straddle Period, in each case over the total number of days in such Straddle Period. For any Taxes other than Property Taxes (such as franchise Taxes, Taxes that are based upon or related to income or receipts or net income, Taxes based upon production or occupancy or imposed in connection
43
Asset Purchase Agreement

22624127-v3



with any sale or other transfer or assignment of property) for a Straddle Period the amount of any such Taxes attributable to the pre-Closing portion such Straddle Period shall be determined based upon a hypothetical closing of the taxable year on such Closing Date with the Closing Date being included in the pre-Closing portion of such Straddle Period. Notwithstanding any provision in this Agreement to the contrary, the Buyer shall not be required to make any payment or disbursal to Seller or any Governmental Authority relating to any Taxes attributable to the Assets or the Business for a taxable year (or portion thereof) ending on or before the Closing Date. Each party agrees to cooperate with each other party in paying or reimbursing their respective Tax obligations in accordance with this Section 9.17.
(e)The Buyer and Seller shall cooperate fully, as and to the extent reasonably requested by the other Party, in preparing and filing Tax Returns with respect to the Assets and the Business, including providing complete and accurate records concerning the Tax basis of the Assets and such other information as may be reasonably necessary with respect to the preparation and filing of such Tax Returns, and in connection with any audit or other proceeding with respect to Taxes related to the Assets or the Business. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such audit or other proceeding.

[Signature Page Follows]
44
Asset Purchase Agreement

22624127-v3






Asset Purchase Agreement

22624127-v3



IN WITNESS WHEREOF, the parties hereto have caused this Asset Purchase Agreement to be executed as of the Effective Date.
    
SELLER:                     BUYER:

HGS SOUTHFIELD, LLC                GROWGENERATION MICHIGAN                                CORP.



By:                             By:                    
Rocky Shaeena, Member                 Darren Lampert, CEO
                             

                            
ISSUER:
PRINCIPALS:
GROWGENERATION CORP.


_______________________                By:                    
Rocky Shaeena                          Darren Lampert, CEO




________________________
Tony Allos                    

22624127-v3




22624127-v3






EX-10.6 7 exhibit106_hgshazelparkllc.htm EX-10.6 Document


Exhibit 10.6
FORM OF ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT (the “Agreement’) is made and entered into as of the 27th day of July, 2021 (the “Effective Date”) by and among GrowGeneration Michigan Corp., a Delaware corporation (“Buyer”), GrowGeneration Corp., a Colorado Corporation (“Issuer”), HGS Hazel Park LLC, a Michigan limited liability company (“Seller”), Tony Allos (“Tony”), Christopher Kiryakoza (“Christopher”), and Rocky Shaeena (“Rocky”) (each of Tony, Christopher and Rocky individually being a “Principal” and collectively, the “Principals”).

R E C I T A L S

A.Seller is a limited liability company doing business as “HGS Hydro” and/or “Powered by HGS Hydro” including without limitation the business operated by Seller at 24047 Dequindre Rd., Hazel Park, MI 48030 (the “Business”).

B.The Business operates a hydroponics and gardening business.

C.Subject to the terms and conditions of this Agreement, Buyer is willing to purchase, and Seller is willing to sell, certain of the assets, rights and properties of the Business.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

AGREEMENT

1.DEFINITIONS. For the purposes of this Agreement, the terms set forth below shall have the following meanings:

1.1“Acquired Contracts” means all right, title, and interest in and to all of the contracts of Sellers, other than the Excluded Contracts. For avoidance of doubt, Acquired Contracts shall include any agreements listed on Schedule 2.2(c) with unpaid balances at Closing.

1.2“Additional Consideration” means such number of the shares of Issuer’s restricted common stock equal to $1,750,000 at a price per share that is the lower of (i) the 90-day “VWAP” on the Effective Date or (ii) the price per share at the end of the day prior to Closing; which Additional Consideration Seller hereby agrees to assign to Principals under separate agreement.

1.3“Affiliate” means, with respect to any specified Person at any time, each Person directly or indirectly controlling, controlled by or under direct or indirect common control with such specified Person at such time. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of

Asset Purchase Agreement

22624132-v3



the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

1.4“Assets” shall be as defined in Section 2.1.

1.5“Cash” means all cash, cash equivalents (including marketable securities and short term investments), cash deposits (including any bank deposits in transit) of the Seller, determined in accordance with GAAP, less (i) any outstanding checks delivered by the Seller to any third party that have not been cashed as of the Closing Date and (ii) any customer deposits and restricted cash, including any restricted cash held in reserve pursuant to any letter of credit or held in escrow to guaranty any obligations of the Seller.

1.6“Cash Amount” means all Cash of the Seller as of immediately prior to the Closing Date.

1.7“Closing” shall be as defined in Section 2.7.
1.8“Closing Shares” shall mean such number of the shares of Issuer’s restricted common stock equal to $2,426,785 at a price per share that is the lower of (i) the 90-day “VWAP” on the Effective Date or (ii) the price per share at the end of the day prior to Closing.
1.9Code means the Internal Revenue Code of 1986, as amended.

1.10“Environmental Law” shall mean any federal, state or local law, statute, rule, order, directive, judgment, Permit or regulation or the common law relating to the environment, occupational health and safety, or exposure of persons or property to Materials of Environmental Concern, including any statute, regulation, administrative decision or order pertaining to: (i) the presence of or the treatment, storage, disposal, generation, transportation, handling, distribution, manufacture, processing, use, import, export, labeling, recycling, registration, investigation or remediation of Materials of Environmental Concern or documentation related to the foregoing; (ii) air, water and noise pollution; (iii) groundwater and soil contamination; (iv) the release, threatened release, or accidental release into the environment, the workplace or other areas of Materials of Environmental Concern, including emissions, discharges, injections, spills, escapes or dumping of Materials of Environmental Concern; (v) transfer of interests in or control of real property which may be contaminated; (vi) community or worker right-to-know disclosures with respect to Materials of Environmental Concern; (vii) the protection of wild life, marine life and wetlands, and endangered and threatened species; (viii) storage tanks, vessels, containers, abandoned or discarded barrels and other closed receptacles; and (ix) health and safety of employees and other persons.  As used above, the term “release” shall have the meaning set forth in CERCLA.

1.11“EIDL Lender” means The Small Business Administration, an Agency of the U.S. Government.
2
Asset Purchase Agreement

22624132-v3




1.12“EIDL Loan” means a loan pursuant to the Covid-19 Economic Injury Disaster Loan, under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”).

1.13“Employee Benefit Plan” means any “employee pension benefit plan” (as defined in Section 3(2) of ERISA), any “employee welfare benefit plan” (as defined in Section 3(1) of ERISA), and any other written or oral plan, agreement or arrangement involving direct or indirect compensation, including insurance coverage, cafeteria plan benefits, dependent care benefits, severance benefits, disability benefits, deferred compensation, bonuses, stock options, stock purchase, phantom stock, stock appreciation or other forms of incentive compensation or post-retirement compensation.

1.14 “Excluded Contract” means all the contracts of Sellers which are listed in Schedule 3.10(b).

1.15“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended.

1.16“ERISA Affiliate” shall mean any entity which is, or at any applicable time was, a member of (1) a controlled group of corporations (as defined in Section 414(b) of the Code), (2) a group of trades or businesses under common control (as defined in Section 414(c) of the Code), or (3) an affiliated service group (as defined under Section 414(m) of the Code or the regulations under Section 414(o) of the Code), any of which includes or included the Sellers.
1.17“Excluded Tax Liability” means: (i) Taxes of the Seller and its owners with respect to any taxable period; (ii) all Taxes related to or arising from the transactions contemplated under this Agreement or any other related agreement (other than the portion of Transfer Taxes for which Buyer is liable pursuant to Section 2.2.2); (iii) all Taxes that are the responsibility of Seller pursuant to Section 9.17; (iv) all Taxes asserted against the Assets or the Business for any Pre-Closing Period; and (v) all Taxes of another person with respect to the Assets or Business imposed on Seller as a transferee or successor, by contract, pursuant to any law, under Treasury Regulations 1.1502-6 or any similar provision of state, local or non-U.S. laws, or otherwise.
1.18“Fundamental Representation” means any representation or warranty set forth in Sections 3.1 (Organization; Authority; No Violation of Other Instruments.), 3.2 (Capitalization; Subsidiaries), 3.3 (Ownership and Delivery of Assets), 3.5 (Compliance with Laws), 3.13 (Intellectual Property), 3.17 (Environmental Matters), 3.20 (Accredited Investor), and 3.28 (Brokers and Finders).
1.19“Funds Flow” means that certain flow of funds dated as of the Closing Date by and between Seller, Principals, Buyer and Issuer setting forth the payments (including
3
Asset Purchase Agreement

22624132-v3



payment for any security deposit held by a landlord under an acquired lease and other closing date prorations) to be made by Buyer or Issuer, as applicable, at Closing, in such form and substance as reasonably acceptable to the Parties and attached hereto as Exhibit J.

1.20“GAAP” shall mean generally accepted accounting principles of the United States of America consistently applied, as in effect from time to time.

1.21“Governmental Authority” means any federal, state, local or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that the rules, regulations or orders of such organization or authority have the force of Law), or any arbitrator, court or tribunal of competent jurisdiction.

1.22“Indebtedness” means the principal amount, plus any related accrued and unpaid interest, fees, premiums, penalties and costs, and other amounts payable (including rental payments), with respect to: (a) all indebtedness for borrowed money (including all outstanding amounts under notes, bonds, debentures, mortgages and similar instruments), (b) owed under a credit facility, (c) evidenced by any note, debenture or other debt security, (d) obligations in respect of capitalized leases, (e) obligations to pay the deferred purchase or acquisition price of property or services, other than trade accounts payable arising, and accrued expenses incurred, in the ordinary course of business and not more than 90 days overdue, including without limitation earn out or other contingent payment liabilities of the Seller, (f) the face amount of all letters of credit issued for the account of the Seller and, without duplication, all reimbursement or payment obligations with respect to letters of credit, surety bonds and other similar instruments for which the Seller is liable, (g) amounts payable or otherwise due to any Affiliate of the Seller, in each case, as of such date, (h) obligations in respect of any accrued interest, prepayment penalties, interest rate swap breakage costs, make-whole premiums or penalties and all costs and expenses associated with the repayment of any of the foregoing, (i) all indebtedness created or arising under any conditional sale or other title retention agreement, or incurred as financing, in either case with respect to property acquired by the Seller (even though the rights and remedies of the Seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (j) the principal balance outstanding under any synthetic lease, off balance sheet loan or similar off balance sheet financing product or (k) all direct or indirect liability, contingent or otherwise, of the Seller with respect to any other Indebtedness of another Person if the primary purpose or intent of incurring such Indebtedness, or the primary effect thereof, is to provide assurance to the obligee of such Indebtedness that such Indebtedness will be paid or discharged.

4
Asset Purchase Agreement

22624132-v3



1.23“Intellectual Property” shall mean all intellectual property rights including without limitation:
1.23.1patents, patent applications, inventions, invention disclosures and all related continuation, continuation-in-part, divisional, reissue, reexamination, utility model, certificate of invention and design patents, patent applications, registrations and applications for registrations;
1.23.2trademarks, service marks, trade dress, Internet domain names, social media accounts, logos, trade names and corporate names and registrations and applications for registration thereof;
1.23.3copyrights and registrations and applications for registration thereof including without limitation works of authorship, website and social media content, packaging, and any other promotional and advertising materials;
1.23.4mask works and registrations and applications for registration thereof;
1.23.5computer software, (including all related code), interfaces, applications, data, databases and related documentation;
1.23.6trade secrets and confidential business information (such as formulations, recipes, and other confidential information), know-how, manufacturing and product processes and techniques, research and development information, financial, marketing and business data, pricing and cost information, business and marketing plans and customer and supplier lists and information;
1.23.7other proprietary rights relating to any of the foregoing (including remedies against infringements thereof and rights of protection of interest therein under the laws of all jurisdictions);
1.23.8all goodwill represented by and/or associated with any of the foregoing; and
1.23.9all copies and tangible embodiments of any of the foregoing.

1.24“Internal Systems” shall mean the internal information technology (IT) systems of the Seller that are used in the operation of the Business, including without limitation computer hardware systems and all equipment associated therewith, software applications, interfaces, databases and embedded systems.

5
Asset Purchase Agreement

22624132-v3



1.25“Liens” shall mean all liens, charges, easements, security interests, mortgages, conditional sale contracts, equities, rights of way, restrictions, title defects, objections, claims or other encumbrances.

1.26“Material Adverse Effect” shall mean an event which has a material adverse effect on the condition, financial or otherwise, of the Assets, Business, prospects or results of operations of the Business.
1.27“Materials of Environmental Concern” shall mean any:  pollutants, contaminants or hazardous substances (as such terms are defined under CERCLA), pesticides (as such term is defined under the Federal Insecticide, Fungicide and Rodenticide Act), fertilizers, solid wastes and hazardous wastes (as such terms are defined under the Resource Conservation and Recovery Act), chemicals, other hazardous, radioactive or toxic materials, oil, petroleum and petroleum products (and fractions thereof), or any other material (or article containing such material) listed or subject to regulation under any law, statute, rule, regulation, order, Permit, or directive due to its potential, directly or indirectly, to harm the environment or the health of humans or other living beings.
1.28“Most Recent Balance Sheet” shall mean the unaudited consolidated balance sheet of the Seller as of the Most Recent Balance Sheet Date.
1.29“Most Recent Balance Sheet Date” shall mean June 30, 2021 at the Effective Date and the last day of the month immediately preceding the Closing Date at Closing.

1.30“Obsolete Inventory” means any inventory on hand at the Closing that has not sold within the preceding twelve months from the Closing Date.

1.31“Permits” shall mean all permits, licenses, registrations, certificates, orders, approvals, franchises, variances and similar rights issued by or obtained from any Governmental Authority (including those issued or required under any Environmental Law, those relating to the purchase, possession, use or sale of any of the Assets, or the occupancy or use of owned or leased real property).

1.32“Permitted Liens” means (i) statutory Liens for Taxes reflected on the financial statements and that are not yet due and payable or are being contested in good faith and for which adequate reserves have been made with respect thereto, which are not yet due and payable; (ii) mechanics’, carriers’, workers’, repairers’ and similar liens arising or incurred in the ordinary course of business securing amounts that are not delinquent; (iii) Liens relating to Indebtedness which will be repaid at Closing in full and released; (iv) statutory Liens of landlords with respect to any premise leased pursuant to any lease arising or incurred in the ordinary course of business; and (v) easements, rights of way, zoning ordinances and other similar encumbrances affecting premises subject to each
6
Asset Purchase Agreement

22624132-v3



lease which do not, individually or in the aggregate, prohibit, or interfere in any material respect with, the current operation of the Business.

1.33“Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, any other business entity, or a governmental entity (or any department, agency, or political subdivision thereof).
1.34“PPP Forgivable Uses” means uses of proceeds of a PPP Loan that are eligible for forgiveness under Section 1106 of the CARES Act and otherwise in compliance with all other provisions or requirements of the CARES Act applicable in order for such PPP Loan to be eligible for forgiveness.
1.35“PPP Lender” means American Express.

1.36“PPP Loans” means any and all Paycheck Protection Program loans under the Small Business Administration 7(a) loan program received by the Seller in connection with the CARES Act, as supplemented by the Paycheck Protection Program and Health Care Enhancement (PPPHCE) Act.
1.37“PPP Loan Escrow Agreement” means the escrow agreement by and between the PPP Lender and the Seller, in the form provided by Seller to Buyer.

1.38“Pre-Closing Period” means any taxable period ending on or prior to the Closing Date, and with respect to any Straddle Period, the portion of such Straddle Period deemed to end on and include the Closing Date.

1.39“Retained Liabilities” shall mean any and all liabilities or obligations (whether known or unknown, absolute or contingent, liquidated or unliquidated, due or to become due and accrued or unaccrued, and whether claims with respect thereto are asserted before or after the Closing) of the Seller which are not Assumed Liabilities. The Retained Liabilities shall include, without limitation, all liabilities and obligations of the Seller:

1.39.1arising out of or relating to Excluded Assets, including without limitation Excluded Contracts, whether arising prior to or after the Closing;

1.39.2arising out of or attributable to any Excluded Tax Liability;

1.39.3for Seller Transaction Expenses (other than the portion of Transfer Taxes for which Buyer is liable pursuant to Section 2.2.2 as detailed herein);

7
Asset Purchase Agreement

22624132-v3



1.39.4arising prior to the Closing under the Acquired Contracts, and all liabilities for any breach, act or omission by the Seller prior to the Closing under any Acquired Contract;

1.39.5arising out of events, conduct or conditions existing or occurring prior to the Closing that constitute a violation of or non-compliance with any law, rule or regulation, any judgment, decree or order of any Governmental Authority, or any Permit or that give rise to liabilities or obligations with respect to materials of environmental concern;

1.39.6for any claims for wages or other benefits, bonuses, accrued vacation, workers’ compensation, deferred compensation, severance, retention, termination or other payments to any present or former employees, officers, directors, managers, retirees, independent contractors or consultants of Seller, including any liabilities of any Seller for employer FICA and unemployment taxes incurred and any liabilities for federal or state income tax and FICA taxes of employees of Seller which the Seller is legally obligated to withhold, and all liabilities resulting from the termination of employment of employees of the Seller prior to the Closing that arose under any federal or state law or under any Seller Plan established or maintained by the Seller;

1.39.7for payment of all bonuses for employees as of the Closing, where such Retained Liability shall consist of (i) the pro-rata portion of any annual bonuses due to non-Principal employees during 2021 (equal to the number of days that have transpired in 2021 from January 1 to the date of Closing, divided by 365, with such amount multiplied by the gross amount of annual bonuses due to such employees for fiscal 2021), and (ii) the total amount of any annual bonuses due to the Principals for fiscal year 2021, all as set forth on Schedule 1.39.7;

1.39.8with respect to any insurance policies, to indemnify any person or entity by reason of the fact that such person or entity was a director, officer, employee, or agent of the Sellers or was serving at the request of the Sellers as a partner, trustee, director, officer, employee, or agent of another entity (whether such indemnification is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses, or otherwise and whether such indemnification is pursuant to any statute, charter document, bylaw, agreement, or otherwise);
1.39.9for injury to or death of persons or damage to or destruction of property occurring prior to the Closing (including any workers compensation claim);
8
Asset Purchase Agreement

22624132-v3



1.39.10for any guarantees (personal or otherwise), whether arising out of an Acquired Contract or otherwise; and

1.39.11for all Indebtedness of Seller, including without limitation all PPP Loans and EIDL Loans.

1.40“Seller’s knowledge” or any other similar knowledge qualification (whether of Seller or the Principals), means the actual knowledge of any of the Principals or managers of Seller after commercially reasonable inquiry of appropriate agents and of those employees of Seller who, by virtue of such employees’ job functions and duties, have or should have knowledge of the matter subject to such inquiry.

1.41“Seller Plan” shall mean any Employee Benefit Plan maintained, or contributed to, by the Seller, any Subsidiary or any ERISA Affiliate.
1.42“Seller Transaction Expenses” means (i) all of the fees, costs and expenses incurred by Seller, its members or managers or Principals in connection with, in anticipation of or incident to the negotiation, execution, and delivery of this Agreement or any agreements related hereto, or the transactions contemplated hereby or thereby, or in connection with or in anticipation of any alternative transactions with respect to the Seller, including all fees, costs and expenses payable to attorneys, financial advisors, accountants, consultants or other advisors and all obligations under any engagement letter or other agreement or understanding with any investment bank or broker, (ii) all payments by Seller or Principals to obtain any third party consent required under any Acquired Contract in connection with the consummation of the transactions contemplated by this Agreement, (iii) all obligations that arise in whole or in part as a result of the consummation of the transactions contemplated by this Agreement under any Acquired Contract, Excluded Contract or Seller Plan, including all change of control, severance, retention, stock appreciation, phantom stock or similar obligations or any other accelerations of or increases in rights or benefits, and all employer side payroll Taxes and mandatory matching obligations that are payable or incurred by Seller in connection with or as a result of the satisfaction of such obligations, and (iv) 50% of any Transfer Taxes that are the responsibility of the Seller pursuant to Section 2.2.2.
1.43“Shares” means, collectively, the Closing Shares and the Additional Consideration.

1.44“Slow-Moving Inventory” means inventory on hand with respect to any product that (i) is in excess of the average number of units of such product sold during the 12 months prior to the Closing, or (ii) is not used or sold at any of Buyer’s current locations. For avoidance of doubt, Slow-Moving Inventory shall not include any product that has not been on hand for at least twelve months.

9
Asset Purchase Agreement

22624132-v3



1.45“Straddle Period” means any taxable period beginning on or before and ending after the Closing Date.
1.46“Target Working Capital Amount” shall be determined by the Parties following the pre-closing physical inventory described in Section 1.50 below.

1.47“Tax” means any (i) federal, state, local or foreign income, gross receipts, franchise, estimated, alternative minimum, add-on minimum, sales, use, transfer, real property gains, registration, value added, excise, escheat, unclaimed property, tax on “global intangible low-taxed income (as defined in Section 951A of the Code), natural resources, severance, stamp, occupation, premium, windfall profit, environmental, customs, duties, real property, personal property, shares, social security, unemployment, disability, payroll, license, employee or other withholding, or other tax, of any kind whatsoever and any fee, custom, impost, assessment, obligation, levy, tariff, charge or duty in the nature of a tax, including any interest, penalties or additions to tax or additional amounts in respect thereto, whether disputed or not, and (ii) any liability in respect of any items described in clause (i) immediately foregoing by reason of (A) being a transferee or successor or by having been a member of a combined, affiliated, unitary, consolidated or similar group or otherwise by operation of Law or (B) by contract or otherwise, in each case, under clauses (i) or (ii) immediately foregoing regardless of whether affirmatively asserted by a Governmental Authority.

1.48“Tax Return” means any form, return, declaration, report, claim for refund, information return certificate, bill, document, declaration of estimated Taxes, schedule or other information (including any schedule, appendix or attachment thereto) and any amendment thereof, required or permitted to be filed in connection with the imposition, determination, assessment or collection of any Tax or the administration, implementation or enforcement of or compliance with any Laws relating to any Tax.
1.49“Transfer Taxes” means, collectively, all transfer, documentary, sales, use, stamp, registration, conveyance, value added or other similar Taxes or charges (together with any related fee, penalties, interest and additions to such Taxes) arising out of or incurred in connection with, or associated with, this Agreement or the transactions contemplated by this Agreement.
1.50“Working Capital” means as of immediately prior to the Closing Date (a) the current assets (excluding any Cash Amount, any Tax assets, and any Excluded Assets) of the Seller, minus (b) the current liabilities (excluding Seller Transaction Expenses, Tax liabilities, Indebtedness, any intercompany payables and any Retained Liabilities) of the Seller. The calculation of Working Capital shall be prepared in accordance with GAAP. For illustrative purposes, an example calculation of Working Capital is set forth on Exhibit H (the “Working Capital Example”). The parties shall cause a physical
10
Asset Purchase Agreement

22624132-v3



inventory to be taken, and completed not more than one day before Closing, by individuals designated by Buyer (the “Inventory Team”).
1.51“Working Capital Deficit” means the amount by which the Working Capital is less than the Target Working Capital Amount.
1.52“Working Capital Surplus” means the amount by which the Working Capital is greater than the Target Working Capital Amount.

2.SALE AND PURCHASE OF ASSETS

2.1    Sale of Assets. On the terms and subject to the conditions of this Agreement and for the consideration set forth herein, Seller shall at the Closing, sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, all of the assets, rights and properties of any kind owned by the Seller, including without limitation those used in the Business, other than Excluded Assets (as defined below) (collectively, the “Assets”), in each case, free and clear of any and all Liens, other than Permitted Liens, including the Assets detailed below:

2.1.1Inventories. Subject to the immediately following sentence and except for Obsolete Inventory, all inventories of, finished goods, inventory for resale, supplies and repair materials of Seller (taken as a whole), as of the Closing Date (the “Inventory”) it being expressly agreed that all Obsolete Inventory will not be included in the Assets and will constitute Excluded Assets. In addition, Assets shall include Seller’s Slow-Moving Inventory, provided that, for purposes of calculating the Asset Purchase Price, any Slow-Moving Inventory included in the Assets will be valued at sixty percent (60%) of the applicable Seller’s actual cost. A summary of such Slow-Moving Inventory on hand as of July 16, 2021 is attached hereto as Schedule 2.1.1. For clarity, it is expressly agreed by the Parties that Seller has the right to keep all Obsolete Inventory, all of which shall constitute Excluded Assets.

2.1.2Fixed Assets and Tangible Personal Property. All fixed assets and tangible personal property of the Business (other than the Excluded Assets enumerated in Section 2.5) as it relates to this transaction, including all equipment, supplies, furniture, fixtures, hardware. A list of such fixed assets and tangible personal property is attached hereto as Schedule 2.1.2.

2.1.3Intangible Personal Property. All intangible property of the Seller as of the Closing (collectively, “Intangible Assets”) including without limitation, goodwill, software including all object and source code, data and databases, confidential and proprietary information including without limitation customer lists, customer files, customer records, vendor lists, files and records, trade and other association
11
Asset Purchase Agreement

22624132-v3



memberships, if any and to the extent transferable. A detailed list of such assets is attached hereto as Schedule 2.1.3.

2.1.4Contracts. All rights in and to all Acquired Contracts.
2.1.5Intellectual Property. Any and all Intellectual Property (i) owned or purported to be owned by Seller or that is licensed by Seller pursuant to any Acquired Contract; and (ii) owned by any of the Principals, if any, that is held for use in or used in the Business (the “Acquired IP”). The Acquired IP shall include, without limitation, the Intellectual Property identified in Schedule 3.13 and any Acquired IP that is identified in Schedule 2.1.3. In the event of any such Intellectual Property owned by Principals, Principals shall, for the consideration set forth herein, at the Closing, sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Principals, all such Intellectual Property related to the Business and held in the name of the Principals.


2.2    Asset Purchase Price. Subject to the terms and conditions of this Agreement, and in full consideration for the transfer of such Assets at Closing, the aggregate purchase price (the “Purchase Price”) shall be: (a) the actual cost of Seller’s inventory minus Obsolete Inventory and including Slow-Moving Inventory to the extent determined according to Section 2.1.1, which is estimated to be $5,015,829; plus (b) the sum of $179,715 for Seller’s fixed assets; plus (c) the amounts shown on Schedule 2.2(c) (which shall be updated to reflect actual outstanding out-of-pocket costs of Seller at Closing); plus (d) $8,493,747 in cash; ((a), (b), (c) and (d) together, the “Cash Purchase Price”); plus (e) the Closing Shares; plus (f) the Additional Consideration. The Purchase Price shall also be subject to any and all adjustments, if any, pursuant to Article 8.

2.2.1 Subject to the terms and conditions set forth herein, at the Closing:

    (a)    Buyer shall pay to the applicable obligees thereof, on behalf of the Seller and for Seller’s account, as a deduction from the Cash Purchase Price, the aggregate amount of Indebtedness outstanding as of the Closing and Seller Transaction Expenses, in each case as set forth on the Estimated Closing Statement;

    (b)    Buyer shall deduct from the Cash Purchase Price and deposit with an escrow agent designated by Buyer (the “Escrow Agent”), an amount equal to $242,680 (the “Adjustment Escrow Amount”), and such funds plus all income accrued thereon (the “Adjustment Escrow Fund”) shall be maintained by Escrow Agent to secure Seller’s obligations under Section 2.3 of this Agreement and shall be administered and payable in accordance with an escrow agreement by and among the Seller, Buyer and Escrow Agent in a form satisfactory to Buyer (the “Escrow Agreement”);

12
Asset Purchase Agreement

22624132-v3



    (c)    Buyer shall deduct from the Cash Purchase Price the amount required by the PPP Lender and deposit the same in accordance with the PPP Loan Escrow Agreement; and

    (d)    Buyer shall pay to Seller the Estimated Closing Amount (as defined in Section 2.3.1 below).

2.2.2 Transfer Taxes. Buyer and Seller shall each pay 50% of any Transfer Taxes that may become payable in connection with the sale of the Assets to Buyer. Buyer shall timely file or cause to be timely filed all necessary tax returns with respect to Transfer Taxes, and the Seller will cooperate in filing such tax returns and reducing or eliminating such Transfer Taxes. The Seller shall pay 50% of the amount due with respect to such Tax Return to the Buyer no less than three (3) business days prior to the due date for filing thereof. Buyer and Seller will each use commercially reasonable efforts to avail itself of any available exemptions from any such Transfer Taxes.

2.2.3 Bulk Transfer Laws. The Seller shall indemnify and hold harmless the Buyer against any and all liabilities which may be asserted by any third parties against the Buyer as a result of noncompliance with any applicable bulk transfer statutes should any exist.

2.3    Purchase Price Adjustment.
2.3.1. Estimated Closing Amount. At least three (3) business days before the Closing Date, the Seller shall prepare and deliver to Buyer a schedule (the “Estimated Closing Statement”) setting forth Seller’s good faith estimate of Working Capital, Indebtedness and Seller Transaction Expenses as of 12:01 a.m. on the Closing Date, in each case calculated in accordance with GAAP. The “Estimated Closing Amount” shall be (a) Cash Purchase Price, minus (b) the Seller’s good faith estimate of the outstanding amount of all Indebtedness as of immediately prior to the Closing, minus (c) the Seller’s good faith estimate of the Seller Transaction Expenses, minus (d) the Seller’s good faith estimate of the amount by which Working Capital is less than the Target Working Capital Amount, if any, plus (e) the Seller’s good faith estimate of the amount by which Working Capital is greater than the Target Working Capital Amount, if any minus (f) the Adjustment Escrow Amount, minus (g) any amounts shown on Schedule 1.39.7 that are accrued but not yet paid by Seller. The Seller and the Principals shall provide the Buyer and its representatives with reasonable access to the books and records of the Seller and shall cause the personnel of the Seller to reasonably cooperate with the Buyer and its representatives, the foregoing being for the purpose of, and to the extent necessary for, enabling the Buyer to review the Seller’s determination of all amounts and estimates in the Estimated Closing Statement and each component thereof. In the event Buyer disagrees with the Estimated Closing Amount, the Buyer shall (a) promptly notify the Seller in writing of such disagreement, setting forth the basis of such disagreement and (b) specify in reasonable detail the nature of its objections to the Sellers’ estimates. The
13
Asset Purchase Agreement

22624132-v3



Sellers and the Buyer in good faith shall seek to resolve in writing any objections set forth in the Buyer’s notice of disagreement prior to the Closing, and the Sellers shall make such revisions to the disputed items as may be mutually agreed between the Sellers and the Buyer; provided that if and to the extent that the Buyer and the Sellers have not resolved all such differences by the close of business on the Business Day prior to the anticipated Closing Date, the parties shall proceed to close based upon the Estimated Closing Statement as prepared by the Sellers (with such modifications as may have been mutually agreed between the Sellers and Buyer prior to the Closing Date) or as otherwise agreed to by the parties before the Closing Date.
2.3.2 Final Closing Statement.
    (a)    On or before the date that is ninety (90) days following the Closing Date, Buyer or its representatives shall prepare a schedule setting forth its determination of Working Capital, Indebtedness and Seller Transaction Expenses (the “Final Closing Statement”) and shall deliver the Final Closing Statement to the Seller. Working Capital shall be determined disregarding any effects on the assets and liabilities of the Seller of (i) purchase accounting adjustments arising from or resulting as a consequence of the consummation of the transactions contemplated hereby or (ii) any cash, cash equivalents, or stock contributed to Seller by Buyer or any of its Affiliates on the Closing Date.
    (b)    Prior to the date which is thirty (30) days after Buyer’s delivery of the Final Closing Statement (the “Protest Date”), the Seller may deliver written notice to Buyer (the “Protest Notice”) setting forth any objections which the Seller may have to the Final Closing Statement. The Protest Notice shall specify in reasonable detail any contested amounts and the basis therefor and shall include a schedule setting forth the Seller’s determination of Working Capital, Indebtedness and Seller Transaction Expenses. If a Protest Notice is not delivered prior to the Protest Date, the Working Capital, Indebtedness and Seller Transaction Expenses as set forth on the Final Closing Statement shall be final, binding and non-appealable by the Sellers. If a Protest Notice is delivered prior to the Protest Date, any amounts not disputed therein shall be final, binding and non-appealable by the Seller. Upon receipt of the Final Closing Statement, the Seller and its accountants will be given reasonable access upon reasonable notice to the relevant books, records, workpapers and personnel during regular business hours for the purpose of verifying Working Capital, Indebtedness and Seller Transaction Expenses. The parties will thereafter negotiate any objections in the Protest Notice in good faith.
(c)    The “Final Closing Amount” shall be equal to (i) the Cash Purchase Price, minus (ii) the amount of Indebtedness as finally determined pursuant to this Section 2.3, minus (iii) the amount of Seller Transaction Expenses as finally determined pursuant to this Section 2.3.2, plus (iv) the amount, if any, by which the Working Capital as finally determined pursuant to this Section 2.3.2 (the “Final Working Capital”) is greater than the Target Working Capital Amount, minus (v) the amount, if any, by which the Final Working Capital is less than the Target Working Capital Amount, plus (vi)
14
Asset Purchase Agreement

22624132-v3



Buyer’s Hawthorne Adjustment. Within ten (10) days after the determination of the Final Closing Amount:
    (x)    If the Final Closing Amount is less than the Estimated Closing Amount, then such difference shall be disbursed from the Adjustment Escrow Fund to Buyer; provided, however, that if the amount of the funds in the Adjustment Escrow Fund is less than the amount payable to Buyer under this Section 2.3.2(c)(x), in addition to the payment of the entire Adjustment Escrow Fund to Buyer, Seller and Principals shall be jointly and severally obligated to pay to Buyer an amount equal to the balance of such difference not satisfied from the Adjustment Escrow Fund; or
    (y)    If the Final Closing Amount is greater than the Estimated Closing Amount, Buyer shall pay to Seller an amount equal to such difference.
(d)    Buyer agrees to work with and assist Seller to obtain rebates from Hawthorne Gardening Company (“Hawthorne”) for hitting purchasing targets during the period from October 1, 2020 through September 30, 2021 (the “Hawthorne Rebate”). In the event that Hawthorne fails to deliver all or a portion of the Hawthorne Rebate to Seller on or before December 31, 2021, Buyer agrees to deliver payment to Seller in an amount equal to fifty percent (50%) of the unpaid portion of the Hawthorn Rebate, which shall in no event, however, exceed an agreed cap (aggregated to include the rebates for all of Seller’s Affiliates to be purchased by Buyer on the Closing Date) of $300,000 (“Buyer’s Hawthorne Adjustment”). Such payment, if any, shall be paid at the same time as delivery of the Final Closing Amount. Upon delivery of Buyer’s Hawthorne Adjustment to Seller, Buyer shall thereupon be entitled to reimbursement of fifty percent (50%) of all or any portion of the Hawthorn Rebate thereafter received by Seller or its Affiliates from Hawthorne.
    Within ten (10) days after the determination of the Final Closing Amount, Buyer and the Seller shall deliver a joint written instruction to the Escrow Agent instructing it to distribute all of the funds in the Adjustment Escrow Fund as follows: (A) to Buyer, the amount, if any, payable to Buyer under Section 2.3.2(d)(x), and (B) to Seller, the amount, if any, equal to all of the funds in the Adjustment Escrow Fund minus the amount, if any, payable to Buyer under Section 2.3.2(c)(x).
2.4    Intentionally Omitted.
2.5    Excluded Assets. Notwithstanding any term herein to the contrary, Seller is not selling, assigning, transferring, or delivering to Buyer, and Buyer is not purchasing, accepting, or acquiring from Seller, any assets specifically set forth below (the “Excluded Assets”):
a)all Cash of Seller, certificates of deposits, cash equivalents and bank accounts of the Sellers;
15
Asset Purchase Agreement

22624132-v3



b)any and all rebates, refunds, awards, credit, or amounts due to Seller for business it conducted prior to the date of Closing;
c)any and all assets that may not be transferred to Buyer under applicable law;
d)any and all Excluded Contracts;
e)any and all Seller Plans;
f)any non-transferrable Permits;
g)Tax refunds to Seller attributable to Taxes paid by Seller in a Pre-Closing Period;
h)all Excluded Assets listed on Schedule 2.5.
2.6    Liabilities. Upon and subject to the terms and conditions of this Agreement, from and after the Closing the Buyer shall assume and become responsible solely for the obligations and liabilities under each Acquired Contract occurring from and after the Closing, to the extent that such obligations and liabilities do not arise from any breach, default or violation of such Acquired Contract by the Seller prior to the Closing (“Assumed Liabilities”). All other obligations and liabilities shall remain with and be the obligations and liabilities of the Seller. Notwithstanding the terms of this Section 2.6 or any other provision of this Agreement to the contrary, the Buyer shall not assume or become responsible for, and the Seller shall remain liable for the Retained Liabilities.
2.7    Closing.
    2.7.1    Closing Date. Subject to the satisfaction or waiver of the conditions to Closing set forth in Section 5 (other than those to be satisfied at the Closing, but subject to their satisfaction or waiver at the Closing), the closing of the purchase and sale of the Assets (the “Closing”) shall be effected by exchanging true, complete and accurate copies of executed originals via electronic mail at 10:00 a.m. EST on the third Business Day following the satisfaction or waiver by the Party entitled to the benefit thereof of the conditions to Closing set forth in Error! Reference source not found. (other than those to be satisfied at the Closing, but subject to their satisfaction or waiver at the Closing), unless the Parties agree to effect the Closing at any other place, time or date. The date on which the Closing occurs is referred to herein as the “Closing Date” and the effective time at which the Closing occurs shall be 12:01 a.m. EST on the Closing Date.

2.7.2    Seller’s Deliveries at Closing. At the Closing, Seller will deliver or cause to be delivered to Buyer:

(a)A Bill of Sale in the form attached as Exhibit A-1 and Assignment and Assumption Agreement in the form attached as Exhibit A-2;
16
Asset Purchase Agreement

22624132-v3




(b)A Manager Certificate in the form attached as Exhibit B duly executed by a duly authorized Manager of the Company, dated as of the Closing Date, certifying to the (i) organizational documents of the Seller (including the current limited liability company agreement and all amendments thereto), (ii) a certificate of good standing of the Seller issued by the Secretary of State of its organization within ten (10) days prior to the Closing Date, including a certified certificate of incorporation or comparable organizational document of Seller, (iii) the resolutions adopted by all of the manager(s) and members of the Seller authorizing Seller’s execution of this Agreement and the transactions contemplated hereby, and (iv) the incumbency of the manager of Seller executing this Agreement and the other transaction documents contemplated hereby by or on behalf of the Seller;

(c)Non-Disclosure and Non-Compete Agreements executed by Seller, Principals, and any non-Principal owners of Seller, in the form attached as Exhibit C;

(d)An Assignment of Intangible Assets and Intellectual Property Agreement executed by Seller in the form attached as Exhibit D (the “IP Assignment”);
(e)A countersigned copy of the employment agreements between Buyer and each of the Principals, respectively, in the forms attached hereto as Exhibit E-1, E-2, and E-3 (collectively, the “Employment Agreements”);

(f)a Form W-9 duly executed by Seller;
(g)a clearance certificate or similar document(s) with respect to the relevant state and local tax jurisdictions in which the Seller is conducting the Business or holding any Assets;
(h)an executed payoff letter in a form as is acceptable to the Buyer in its reasonable discretion for all Indebtedness (other than Assumed Indebtedness and for the PPP Loan, but including the EIDL Loan), which include a per diem interest amount and an authorization (upon payment of such Indebtedness) to file all UCC termination statements and releases necessary to evidence satisfaction and termination of such Indebtedness and to enable the release of any Liens relating thereto, along with wire transfer instructions for each holder of such Indebtedness;
(i)a counterpart to the Funds Flow executed by Seller and Principals;
(j)Intentionally omitted;
17
Asset Purchase Agreement

22624132-v3



(k)Intentionally omitted;
(l)An executed Escrow Agreement executed by Seller and Escrow Agent;
(m)A final copy of the Working Capital Example;
(n)Executed copies of all consents, approvals, orders or authorizations of, or registrations, declarations or filings with, or notices to, any Governmental Authority or other Person listed in Schedule 3.10(c), including without limitation the consent of the landlord under any Lease, which consent shall be obtained at Seller’s sole cost and expense;
(o)The Estimated Closing Statement;
(p)A copy of the fully executed PPP Loan Escrow Agreement by Seller and PPP Lender, and evidence reasonably satisfactory to Buyer that the escrow account for the PPP Loan is fully funded as required under SBA guidance and the PPP Lender has consented to the transactions contemplated by this Agreement;

(q)a non-foreign affidavit dated as of the Closing Date from the Seller, sworn under penalty of perjury and in form and substance required under the Treasury Regulations issued pursuant to Section 1445 of the Code stating that the Seller is not a “foreign person” as defined in Section 1445 of the Code (a “FIRPTA Certificate”);

(r)The Financial Statements, to the extent not already provided; and

(s)Such other documents and instruments as may be reasonably requested to effect the transactions contemplated hereby.

Simultaneously with such deliveries, Seller shall use commercially reasonable efforts to take such steps as are necessary to put Buyer in actual possession and control of the Assets at Closing.

2.7.3    Buyer’s Deliveries at Closing. At the Closing, Buyer shall deliver or cause to be delivered to or for the benefit of Seller the following instruments:
    
(a) A wire transfer to be delivered to Seller in the total amount of the Estimated Closing Amount;

18
Asset Purchase Agreement

22624132-v3



(b)Resolutions from the Buyer and Issuer authorizing consummation of the transactions contemplated by the Agreement in the form attached as Exhibit G-1 and G-2, respectively;

(c)evidence of book-entry delivery of the Closing Shares and Additional Consideration;

(d)A counterpart signature to each of the Employment Agreements executed by Buyer;
(e)A counterpart signature to the IP Assignment executed by Buyer;
(f)A counterpart signature to the Funds Flow executed by Buyer;

(g)An executed Escrow Agreement executed by Buyer; and
(h)Such other documents and instruments as may be reasonably requested to effect the transactions contemplated hereby.

3.REPRESENTATIONS AND WARRANTIES OF SELLER AND PRINCIPALS

Subject to the disclosures set forth in the Disclosure Schedules attached hereto, Seller and Principals, jointly and severally, represent and warrant to Buyer and Issuer that the statements contained in this Article 3 are true and correct as of the Effective Date and will be true and correct as of the Closing Date, in each case except to the extent any such representations and warranties are specifically made as of a particular date (in which case such representations and warranties need only be true and correct as of such date):

3.1Organization; Authority; No Violation of Other Instruments.
3.1.1Seller is a limited liability company doing business as “HGS Hydro” and “Powered by HGS Hydro.” Seller is duly organized, validly existing and in good standing under the laws of the state of its formation, and has full power and authority to own, operate or lease the Assets of the Business. The Seller is duly qualified to conduct business under the laws of each jurisdiction in which the nature of the Business or the ownership of the Assets or ownership or leasing of its properties requires such qualification.
3.1.2The execution and delivery of this Agreement and the performance hereunder by Seller have been duly authorized by all necessary actions on the part of Seller and, assuming execution of this Agreement by Buyer and Issuer, this Agreement will constitute a legal, valid and binding obligation of Seller and Principals, duly enforceable against Seller and Principals, except as such
19
Asset Purchase Agreement

22624132-v3



enforcement may be limited by the application of bankruptcy, insolvency, reorganization, moratorium, or other laws affecting creditors’ rights generally and as such enforcement may be limited by the availability of specific performance and the application of equitable principles, regardless of whether enforcement is sought in a proceeding at law or in equity.

3.2Capitalization; Subsidiaries. All capital and voting interests in the Seller are owned by the Members as shown on Schedule 3.2. The Seller has no subsidiaries or parents.

3.3Ownership and Delivery of Assets. Seller is the true and lawful owner of the Assets and has all necessary power and authority to transfer the Assets to Buyer free and clear of all liens and encumbrances other than Permitted Liens. No other person will have on the Closing Date, any direct or indirect interest in any of the Assets. Upon delivery to Buyer of the Bill of Sale attached as Exhibit A-1, and other instruments of conveyance with respect to the Assets as indicated in Section 2.7.2, Buyer will acquire good and valid title to the Assets free and clear of all Liens other than Permitted Liens. The Assets are sufficient for the conduct of the Seller’s Business as presently conducted and together with the Excluded Assets comprise all of the assets and material rights of Seller currently used in the Business. Each tangible Asset is free from material defects, has been maintained, in all material respects, in ordinary course of Seller’s business, and is in good operating condition and repair (subject to normal wear and tear and routine maintenance) and is suitable for the purposes for which it presently is used.  Except as detailed on Schedule 3.3, the Seller does not own nor has it ever owned any real property or any interest in real property.
3.4Indebtedness. All of the Indebtedness of Seller as of the Effective Date is set forth in Schedule 3.4(a). Except as set forth on Schedule 3.4(b) (the “Assumed Indebtedness”), any and all Indebtedness as of the Closing Date, including Indebtedness in respect of which Liens encumber the Assets, shall be paid off in full or otherwise fully satisfied, before or at the Closing.

3.5Compliance with Law; No Conflicts. The Seller holds and has at all times since inception of the Business held, all licenses, Permits and authorizations necessary for the lawful conduct of the Business pursuant to all applicable statutes, laws, ordinances, rules and regulations of all governmental bodies, agencies and subdivisions having, asserting or claiming jurisdiction over the Business or over any part of the Business’ operations, and to Seller’s knowledge, the Business is not in violation thereof. The Seller has not received written notice of violation of any decree, judgment, order, law or regulation of any court or other governmental body. Schedule 3.5 lists all Permits of the Seller, each of which is current and in good standing. The execution, delivery and performance of this Agreement and its Exhibits, the consummation of the transactions contemplated hereby and thereby and the fulfillment of the terms hereof and thereof will not: (a) conflict with, or result in a breach or violation of the Seller organizational documents or operating agreement; (b) conflict with, or result in a material default (or would constitute a default but for a requirement of notice or lapse of time or both) under any document,
20
Asset Purchase Agreement

22624132-v3



agreement or other instrument to which Seller is a party or result in the creation or imposition of any Lien, charge or encumbrance on any of Seller’s properties pursuant to (i) any law or regulation to which the Seller or any of its property or assets are subject, or (ii) any judgment, order or decree to which Seller is bound or any of its property or assets are subject; or (c) violate any law, order, judgment, rule, regulation, decree or ordinance to which Seller is subject, or by which Seller is bound.

3.6Investments in Others. Neither the Seller nor the Principals (nor any of their respective affiliates) operates any part of the Business through any other person or entity. As of the Closing Date, the Seller and its respective Affiliates (including without limitation, Principals) do not own or operate any Competitive Business (as defined below). For purposes of this Agreement, “Competitive Business” means a business that consists of the sale of hydroponic equipment and supplies for any market, including without limitation retail, wholesale, e-commerce and commercial sales, or any business that otherwise competes, directly or indirectly, with the Seller’s Business.

3.7Financial Statements; Inventory; PPP Loans; EIDL Loans.

3.7.1Schedule 3.7.1 attaches or will attach audited consolidated financial statements of the Seller for each of 2019 and 2020 (the “Audited Financial Statements” to be attached at Closing), the Most Recent Balance Sheet (for the Effective Date and the Closing Date), and the unaudited consolidated financial statements of the Seller for the first quarter of 2021 (on the Effective Date), and for any additional completed quarter of 2021 at the time of Closing (the “Interim Financial Statements” and together with the Audited Financial Statements and the Most Recent Balance Sheets, the “Financial Statements”). For the avoidance of doubt, Schedule 3.7.1 will be updated to attach Financial Statements received after the Effective Date. The books and records of the Seller accurately reflect, in all material respects, the assets, liabilities, business, financial condition and results of operations of the Seller. The Financial Statements are consistent with the books and records of the Sellers, and accurately present the financial condition of the Seller as of the respective dates they were prepared and the results of the operations of the Seller for the periods indicated.
3.7.2Other than Obsolete Inventory or Slow-Moving Inventory, all Inventory of the Sellers, whether or not reflected on the Most Recent Balance Sheet, consists of a quality and quantity usable and saleable in the ordinary course of Seller’s business, except for obsolete items and items of below-standard quality which have been written-off or written-down to net realizable value on the Financial Statements.
21
Asset Purchase Agreement

22624132-v3



3.7.3Schedule 3.7.3 sets forth a complete and correct list of all outstanding PPP Loans and EIDL Loans for the Seller, as well as the outstanding balance thereof, as of the most recent date for which balances were available, and the status of any requests for forgiveness of such PPP Loans. The Seller has provided to the Buyer true, complete and correct copies of the Buyer’s application for the PPP Loans and EIDL Loans, and all information submitted to the PPP Lender and EIDL Lender in support thereof. To its Knowledge in good faith, Seller meets the eligibility requirements for application and receipt of the PPP Loan and EIDL Loan and is otherwise in compliance in all material respects with the CARES Act with respect to the same. Seller has used 100% of the proceeds of such PPP Loan solely for PPP Forgivable Uses, and has used the EIDL Loan solely for permitted purposes under the Covid-19 Economic Injury Disaster Loan terms pursuant to the CARES Act.
3.7.4The Seller has completed an application for the forgiveness of the PPP Loan reflecting that the Seller has used 100% of the proceeds of the PPP Loan for PPP Forgivable Uses, which application has been submitted, together with any and all required supporting documentation (collectively, with such application, a “Forgiveness Application”), to the PPP Lender and the PPP Lender has not rejected and has accepted the Forgiveness Application. Without limiting the foregoing, except for the consent of the PPP Lender, no other consent is required to be obtained from the PPP Lender and the Small Business Administration with respect to the PPP Loan in connection with the consummation of the transactions contemplated hereunder, and no default, event of default or similar condition that gives the PPP Lender or the Small Business Administration the right to accelerate the PPP Loan or reject the eligibility of all or a portion of the PPP Loan for forgiveness. The Seller is responsible for making its own independent judgment with respect to the PPP Loan and the process leading thereto and all considerations thereafter, including with respect to any application for forgiveness of the PPP Loan, and has not relied on Buyer or any of its respective Affiliates with respect to the PPP Loan and the process leading thereto and all considerations thereafter, including with respect to any application for forgiveness of the PPP Loan, and acknowledges and agrees that the Buyer and its Affiliates have not rendered services, or provided any advice, of any nature in connection with the PPP Loan, the CARES Act or the process leading thereto, any application for forgiveness or otherwise (and will not make any claim that any Buyer or any Affiliates thereof have rendered any such services or provided such advice).
3.7.5Without limiting the foregoing, except for the consent of the EIDL Lender, no other consent is required to be obtained from the EIDL Lender and the Small Business Administration with respect to the EIDL Loan in connection with the consummation of the transactions contemplated hereunder, and no default,
22
Asset Purchase Agreement

22624132-v3



event of default or similar condition that gives the EIDL Lender or the Small Business Administration the right to accelerate the EIDL Loan. The Seller is responsible for making its own independent judgment with respect to the EIDL Loan and the process leading thereto and all considerations thereafter, and has not relied on Buyer or any of its respective Affiliates with respect to the EIDL Loan and the process leading thereto and all considerations thereafter, and acknowledges and agrees that the Buyer and its Affiliates have not rendered services, or provided any advice, of any nature in connection with the EIDL Loan, the CARES Act or the process leading thereto (and will not make any claim that any Buyer or any Affiliates thereof have rendered any such services or provided such advice).

3.8Absence of Undisclosed Liabilities. The Business does not have any Indebtedness or liabilities (fixed or contingent, known or unknown, accrued or unaccrued) other than those enumerated in the Financial Statements.

3.9Taxes. Seller is a limited liability company which is classified for U.S. federal, State and local income tax purposes as a partnership. Seller has prepared and timely filed all Tax Returns required to be filed by it with respect to the Business and Assets, each such Tax Return has been prepared in compliance with all applicable laws and regulations, and all such Tax Returns are true, complete and accurate. All Taxes with respect to the Assets or Business due and payable by the Seller or its owners (whether or not shown or required to be shown on any Tax Return) have been timely paid, with or without permitted extensions of time to file any Tax Return. The Seller has or will have withheld and timely paid to the appropriate Governmental Authority all Taxes required to have been withheld and paid by it in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder, or other third party, and all Forms W-2 and 1099 required with respect thereto have been properly completed and timely filed. Schedule 3.9 attached hereto sets forth each jurisdiction in which Seller or its owners has filed, or will file for the current period, Tax Returns that relate to the Assets or the Business. There is no proceeding pending or, to Seller’s knowledge, threatened with respect to any Taxes for which the Seller or its owners have or may have any liability. The Seller (or its Members and/or Managers on behalf of Seller) have not waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency. There are no Liens for Taxes on any of the Assets. The Seller (i) is not a party to any Tax sharing, Tax allocation, Tax indemnity or similar contract other than any such contract entered into in the ordinary course of business the primary purpose of which is not related to Taxes, (ii) has never been a member of an affiliated, consolidated, combined, or unitary group and (iii) has no liability for the Taxes of any other Person. In accordance with and to the extent required by applicable law, the Seller has properly (x) collected and remitted all sales and similar Taxes with respect to sales made to its customers and (y) for all sales that are exempt from sales and similar Taxes and that were made without charging or remitting sales or similar Taxes, obtained, filed or delivered, as the case may be, valid sales and other transfer tax exemption certificates for all transactions in which the Seller or any customer of the Seller has relied on such certificates for exemption from sales or similar
23
Asset Purchase Agreement

22624132-v3



transfer taxes; and each such exemption certificate was correct and complete in all material respects at the time of the applicable sale or other transfer. The Seller (or its Members and/or Managers behalf of Seller) are not currently the beneficiary of any extension of time within which to file any Tax Return. There have never been any claims by any Governmental Authority in a jurisdiction where the Seller or its owners do not file Tax Returns that any of them is or may be subject to taxation by that jurisdiction. Seller or its owners are not a “foreign person” within the meaning of Section 1445 of the Code. The Seller or its owners are not subject to any private ruling of the Internal Revenue Service or comparable ruling of another Governmental Authority. The Assets do not include any stock or other equity interests in any Person. No power of attorney that is currently in effect has been granted by the Seller that will remain in effect after the Closing (other than powers of attorney granted to a payroll provider). None of the Assets is tax-exempt use property within the meaning of Section 168(h) of the Code. None of the Assets is (i) required to be treated as owned by another person pursuant to the so-called “safe harbor lease” provisions of former Section 168(g)(1)(A) of the Internal Revenue Code of 1954, as amended, or (ii) subject to Section 168(g)(1)(A) of the Code, (iii) subject to a disqualified leaseback or long-term agreement as defined in Section 467 of the Code, or (iv) subject to any long term contract within the meaning of Code Section 460. The Seller is not currently, and has not been, a party to any “listed transaction” or “reportable transaction” as defined in Section 6707A(c)(2) of the Code and Section 1.6011-4(b)(2) of the Treasury Regulations (as modified by published IRS guidance).

3.10Contracts. The Seller has delivered to the Buyer a complete and accurate copy of all “Acquired Contracts” and “Excluded Contracts,” which together constitute all contracts to which Seller is a party, and listed the same in Schedules 3.10(a) and 3.10(b), respectively, showing for each, the names of the parties, the name of the contract and the effective date of the same. With respect to each Acquired Contract and Excluded Contract: (i) the agreement is legal, valid, binding and enforceable against the Seller and to Seller’s knowledge the other party or parties thereto and in full force and effect; (ii) each Acquired Contract is assignable by Seller to the Buyer without the consent or approval of the counterparty(ies) thereto or any other third party or Governmental Authority (except as specified in Schedule 3.10(c)); and (iii) neither the Seller nor, to Seller’s knowledge, any other party to each Acquired Contract or Excluded Contract, is in breach or violation of, or default under, any such Acquired Contract or Excluded Contract, and no event has occurred, is pending or, to the Seller’s knowledge is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Seller or, to Seller’s knowledge, any other party under such Acquired Contract or Excluded Contract.
3.11Customers and Suppliers. Schedule 3.11 sets forth a list of (a) Seller’s top twenty customers based on the revenues derived from customers during the 12-month period immediately prior to the Effective Date and the amount of revenues accounted for by each such customer during such period (each a “Material Customer” and collectively, the “Material Customers”), and (b) each supplier that is Seller’s sole and exclusive supplier of any material product or service supplied to Seller, as well as Seller’s top twenty suppliers based on the
24
Asset Purchase Agreement

22624132-v3



payments made to such suppliers during the 12-month period immediately prior to the Effective Date and the amount of payments made to each such supplier during such period (each a “Material Supplier” and collectively, the “Material Suppliers”). No such Material Customer or Material Supplier has provided Seller with written notice (or to Seller’s knowledge, oral notice) within the past year that it will stop, or decrease the rate of, buying or supplying products or services to or from Seller. In the past year, there has not been any (x) loss of a Material Supplier or Material Customer, or (y) to the Seller’s knowledge, indication from any Material Supplier or Material Customer that it intends to (i) materially reduce the level of business which it does with Seller, (ii) amend the material terms of any agreement between such supplier or customer and Seller, or (iii) terminate or not renew any Contract it may have with Seller.

3.12Warranties. No product or service sold or delivered by Seller is subject to any guaranty, warranty, right of return, right of credit or other indemnity.
3.13Intellectual Property.
3.13.1Schedule 3.13.1 lists all material Intellectual Property owned or purported to be owned by Seller and identifies all applications or registrations therefor including without limitation all patents, patent applications, material unregistered copyrights, copyright registrations or applications therefor, mask work registrations or applications therefor, common law trademarks and service marks, registrations and applications for trademarks and service marks, domain name registrations, and social media accounts for Seller. Such Schedule also provides, where applicable, the specific owner of record for each item, the current status, the jurisdiction, and deadlines associated with maintenance or prosecution coming due in the next 6 months.

3.13.2The Seller owns or has the right to use all Intellectual Property necessary to operate the Business (the “Seller IP”) and all such ownership or rights (in the case of licensed Intellectual Property) in the Seller IP is included in the Assets. The Seller has taken reasonable measures to maintain in confidence all trade secrets and confidential information, that it owns or uses and is in compliance with any non-disclosure or similar contracts that it has entered into. No other person or entity has any rights to any of the Intellectual Property owned or purported to be owned by the Seller (except pursuant to agreements or licenses specified in Schedule 3.13.4), and, to Seller’s knowledge, no other person or entity is infringing, violating or misappropriating any of the Intellectual Property owned or purported to be owned by the Seller.
3.13.3Neither the operation of the Business nor any of the Intellectual Property owned by or purported to be owned by the Seller, or the marketing, distribution, provision or use thereof, infringes or violates, or constitutes a
25
Asset Purchase Agreement

22624132-v3



misappropriation of, any Intellectual Property rights of any person or entity. Schedule 3.13.3 lists any written complaint, claim or notice, or written threat thereof, received by the Seller in the past three (3) years alleging any infringement, violation or misappropriation of any Intellectual Property rights of any person or entity by the Seller.

3.13.4Schedule 3.13.4 identifies each license or other agreement pursuant to which the Seller has granted a right to any third party, including license, sublicense, distribution, or other rights to any third party with respect to, any of the Seller IP. Except as explicitly identified in Schedule 3.13.4, the Seller has not agreed to indemnify any person or entity against any infringement, violation or misappropriation of any Intellectual Property rights.
3.13.5Other than off the shelf software programs licensed by the Seller pursuant to “shrink wrap” or “click-through” licenses, Schedule 3.13.5 identifies each item of Intellectual Property used or held for use by the Seller that is owned by a party other than the Seller, and the license or agreement pursuant to which Seller uses it. The Seller does not own any proprietary software.
3.13.6All of the Intellectual Property owned or purported to be owned by Seller has been created by (i) employees of the Seller within the scope of their employment by the Seller and either governed by the doctrine of work-for-hire or expressly assigned to Seller in a written and enforceable assignment; or (ii) independent contractors of the Seller who have executed written and enforceable agreements providing a present assignment of all right, title and interest in such Intellectual Property to the Seller. No party other than the Seller owns any of the Intellectual Property owned or purported to be owned by Seller. No person owns any of the Seller IP except for Seller.
3.13.7In connection with any collection or use of personally identifiable information from third parties, which is described on Schedule 3.13.7, the Seller has complied with (i) all applicable laws in all relevant jurisdictions including without limitation all laws relating to privacy and data protection; (ii) all industry guidance and best practices, and (ii) its publicly available privacy policy relating to the collection, storage, use and transfer of all personally identifiable information collected by the Seller. There have been no security incidents related to any personally identifiable information collected or held by Seller including without limitation any actual or suspected unauthorized access to or use of any of Seller’s Internal Systems or any personally identifiable information held by Seller.

3.14Absence of Certain Changes or Events. Since December 31, 2020, there have been no events or changes giving rise to a Material Adverse Effect and Seller has operated the Business
26
Asset Purchase Agreement

22624132-v3



in the ordinary course consistent with past practices. Without limiting the generality of the foregoing, except as disclosed on Schedule 3.14, since December 31, 2020:

    (a) Seller has not entered into any contract involving more than $10,000 in payments to or from Seller in any given calendar year, or any contract outside the ordinary course of business, or ordered Inventory outside of the ordinary course of business,

    (b) No party (including Seller) has terminated, cancelled, or amended, modified or accelerated any Acquired Contract,

    (c) Seller has not imposed or become subject to any Liens upon any of its assets or property, other than Permitted Liens,

(d) Seller has not created, incurred, assumed, or guaranteed any Indebtedness,

    (e) Seller has not sold leased, transferred, or assigned any of its material assets, other than sales of inventory in the ordinary course of business,

    (f) Seller has not made any material change in accounting policies, principles, or methodologies or in the manner Seller keeps its books and records or any change by Seller of its current practices with regard to accounting for sales, receivables, payables, or accrued expenses (including any change in depreciation or amortization policies or rates),

    (g) Seller has not failed to pay and discharge any current liabilities or agree with any party to extend the payment of any current liabilities,

    (h) Seller has not, other than with respect to this Agreement, sold, assigned, transferred, leased, licensed, or otherwise disposed of, or agreed to sell, assign, transfer, lease, license, or otherwise dispose of, any asset or property having a value in excess of $10,000 individually, or $25,000 in the aggregate,

    (i) Seller has not made any capital expenditure or commitment for additions to property and equipment or intangible capital assets in excess of $25,000, individually, or $50,000 in the aggregate,

    (j) Seller has not (i) increased the base salary, annual bonus, benefits or any other form of
compensation payable to any of the Seller's Employees or (ii) entered into, adopted or, except as and to the extent required by applicable Law, amended any Seller Plan,

    (k) Seller has not entered into any collective bargaining agreement or relationship with any labor organization, and

27
Asset Purchase Agreement

22624132-v3



    (l) Seller has not authorized or entered into any contract to do any of the foregoing.

3.15Litigation. Except as set forth on Schedule 3.15, Seller is not a party to any pending or, to the knowledge of Seller, threatened action, suit, proceeding or investigation, at law or in equity or otherwise in, for or by any court or other Governmental Authority; nor, to the knowledge of Seller, does any basis exist for any action, suit, proceeding or investigation. The Business and Assets are not subject to any decree, judgment, order, law or regulation of any court or other governmental body. There is no action, proceeding, or investigation pending or threatened, or any basis therefor known to Seller, that questions the validity of the Agreement and Exhibits or the right of Seller and Principals to enter into the Agreement and the Exhibits or to consummate the transactions contemplated by the Agreement and the Exhibits.

3.16Affiliate Transactions. Except as set forth on Schedule 3.16, no officer, employer, director or affiliate of the Seller or Principals (nor any ancestor, sibling, descendant or spouse of any of such persons, or any trust, partnership or corporation in which any of such Persons has or has had an economic interest) has or has had, directly or indirectly, (i) an economic interest in any person that purchases from or sells or furnishes to, the Seller, any material goods or services, or (ii) a beneficial interest in any Acquired Contract or Excluded Contract to which the Seller is a party or by which its properties or assets are bound.

3.17Environmental Matters.
3.17.1The Seller has complied with all applicable Environmental Laws. There is no pending or, to Seller’s knowledge, threatened civil or criminal litigation, written notice of violation, formal administrative proceeding, or investigation, inquiry or information request by any Governmental Authority, relating to any Environmental Law involving Seller, any Permits or the Assets.

3.17.2The Seller has no liabilities or obligations arising from the release of any Materials of Environmental Concern into the environment or from the storage, disposal or handling of any Materials of Environmental Concern.

3.17.3The Seller is not a party to or bound by any court order, administrative order, consent order or other agreement with any Governmental Authority entered into in connection with any legal obligation or liability arising under any Environmental Law.

3.17.4The Seller is not aware of any material environmental liability of any solid or hazardous waste transporter or treatment, storage or disposal facility that has been used by the Seller.
3.18Real Property Leases. Schedule 3.18 lists all leases and subleases for real property to which Seller is a party (collectively, the “Leases”) and lists the term of each such Lease, any
28
Asset Purchase Agreement

22624132-v3



extension options, and the rent payable thereunder. The Seller has delivered to the Buyer complete and accurate copies of all Leases. The premises leased by Seller under each such Lease is suitable for use in the ordinary course of business of the Business as currently conducted and, to Seller’s knowledge, is not subject to any material damage (other than ordinary wear and tear). With respect to each Lease: (a) there are no oral agreements, forbearance programs or to Seller’s Knowledge, disputes in effect as to such Lease, in each case between Seller and the counterparty thereto; and (b) to Seller’s knowledge, there is no Lien, easement, covenant or other restriction applicable to the real property subject to such Lease which would reasonably be expected to materially impair the current uses or the occupancy by the Seller of the property subject thereto.

3.19Limitations on Transferability. Seller acknowledges that the Shares are being issued pursuant to exemption from registration as securities under applicable federal and state law. Seller covenants that in no event will Seller dispose of any of the Shares (other than pursuant to Rule 144 or any similar or analogous rule) without the prior written consent of Issuer, which shall not unreasonably be withheld, conditioned or delayed. The stock certificate representing the Shares shall display the following legend:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS, AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) AN EXEMPTION FROM SUCH REGISTRATION EXISTS AND THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS.”

3.20Accredited Investor. Seller hereby warrants that it is an Accredited Investor under the Securities Act of 1933 (the “Act”).
3.21No Registration of Shares. Seller is aware that the Shares have not been registered under the Act, and that the Shares are deemed to constitute “restricted securities” under Rule 144 promulgated under the Securities Act (“Rule 144”). Seller also understands that the Shares are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon Seller’s representations contained in this Agreement.
29
Asset Purchase Agreement

22624132-v3



3.22Purchase for Own Account. As of the Closing, Seller is acquiring the Shares for its own account and has no present intention of distributing or selling the Shares, except as permitted under the Act and applicable state securities laws.
3.23Knowledge and Experience. Seller has sufficient knowledge and experience in business and financial matters to evaluate the Buyer and the Issuer, its existing and proposed activities and the risks and merits of this investment. Seller has the ability to accept the risk inherent in this type of investment.
3.24Adequate Review. Seller hereby represents and warrants to the Issuer and the Buyer that: (i) it has been advised by the Issuer to review the periodic reports, and filings made by the Issuer under the Securities Exchange Act of 1934 together with other public filings the Issuer has made on the SEC EDGAR system; (ii) that all documents, records, and books pertaining to the acquisition of the Shares as may have been requested by the Seller have been made available or delivered to, and have been examined by, the Seller; (iii) it has received all of the information it has requested from Buyer or Issuer that it considers necessary or appropriate for deciding whether to acquire the Shares; (iv) it has had an opportunity to ask questions and receive answers from Buyer and Issuer regarding the Shares; (v) it has not relied upon the Issuer, the Buyer or any of their respective representatives for any such investigation or assessment of risk; and (v) it understands the significant risks of this investment, including but not limited to the fact that the value of the Shares can increase or decrease after the date of issuance.

3.25 Independent Investigation. Seller represents that, except as set forth in this Agreement, no representations or warranties have been made to Seller by the Buyer, the Issuer or any of their respective officers, directors or agents, employees or affiliates of any of them, and that in entering into this transaction, the Seller is not relying upon information other than that contained in this Agreement and the results of its own independent investigation.
3.26Capacity to Protect Own Interests. Seller has the capacity to protect its own interests in connection with the acquisition of the Shares by virtue of its business or financial expertise.
3.27Residence. Seller represents that the office of Seller in which its investment decision was made is located at the address of Seller set forth on the signature page hereto.
3.28Brokers and Finders. The Seller represents that it has not retained any Brokers in connection with the transactions contemplated hereby.
3.29Employees.
3.29.1Schedule 3.29.1 contains a list of all employees of the Seller (the “Seller Employees”), and with respect to each such Seller Employee, the date of hire, position and the annual rate of compensation (including wages, commissions and bonus opportunity); vacation accrued as of a recent date; and service
30
Asset Purchase Agreement

22624132-v3



credited as of a recent date for purposes of vesting and eligibility to participate under any Seller Plan; and all bonuses and any other amounts to be paid by the Seller at or in connection with the Closing. Schedule 3.29.1 also sets forth the legal employment status of each Seller Employee who is not a U.S. citizen.

3.29.2Each such agreement referenced in the preceding sentence is assignable by the Seller to the Buyer, without the consent or approval of any party and will continue to be legal, valid, binding and enforceable and in full force and effect immediately following the Closing to the same extent as in effect immediately prior to the Closing. No Seller Employee has been promised, orally or in writing, any increase in compensation, bonus or benefits, and no Seller Employee has indicated to the Seller any dissatisfaction with his or her current compensation level. To the knowledge of the Seller, no Seller Employee has any plans to terminate employment with the Seller (other than for the purpose of accepting employment with the Buyer following the Closing) or not to accept employment with the Buyer.

3.29.3Schedule 3.29.3 sets forth a true and complete list of all independent contractors of the Seller, including for each such independent contractor, the contractor’s beginning service date, the beginning and end of any prior terms of service and the current compensation payable to such contractor.

3.29.4Except as set forth in Schedule 3.29.4, the Seller is, and at all times has been, in compliance with all applicable Laws relating to employees and employment matters, including applicable wage and hour Laws, nondiscrimination Laws and immigration Laws. There are no pending, or the knowledge of the Seller, threatened, complaints before any employment standards tribunal or human rights tribunal, court or employment tribunal and there are no pending or threatened workers’ compensation, discrimination or other employee claims. All individuals characterized and treated by the Seller as independent contractors are properly treated as independent contractors under all applicable Laws. The Seller has maintained all records required by applicable Law and good human resources practices regarding the employment of each Seller Employee. The Seller has provided all Seller Employees with all wages, benefits, service payments, per diem, relocation benefits, commissions, equity, stock options, bonuses and incentives and any and all other compensation (in whatever form or nature) which became due and payable through the date of
this Agreement and in compliance with all Laws.

3.29.5The Seller is not a party to nor is bound by any collective bargaining agreement, nor has it experienced any strikes, grievances, claims of unfair labor practices or other collective bargaining disputes. The Seller has no
31
Asset Purchase Agreement

22624132-v3



knowledge of any organizational effort made or threatened, either currently or within the past three years, by or on behalf of any labor union with respect to Seller Employees.

3.30Seller Plans.
3.30.1Schedule 3.30.1 contains a complete and accurate list of each Seller Plan. Complete and accurate copies of (i) all Seller Plans which have been reduced to writing, (ii) written summaries of all unwritten Seller Plans, and (iii) all related trust agreements, insurance contracts and summary plan descriptions have been delivered or made available to the Buyer.

3.30.2Each Seller Plan is and at all times has been operated and maintained in material compliance with its terms and the requirements of applicable Law, including the Code and ERISA. With respect to each Seller Plan, as of the Closing Date, all contributions and other payments (including all premiums, employer contributions and employee salary reduction contributions) required to be made to, under or with respect to each Seller Plan for any period ending on the Closing Date will have been made, and there are no pending or, to the Knowledge of the Seller, threatened, Actions with respect to the Seller Plans other than routine claims for benefits. The Buyer shall not be subject to any Liability with respect to a Seller Plan.

3.30.3At no time has the Seller or any ERISA Affiliate been obligated to contribute to any “multiemployer plan” (as defined in Section 4001(a)(3) of ERISA), any defined benefit plan subject to the provisions of Section 412 of the Code, any “multiple employer welfare arrangement” (as defined in Section 3(40) of ERISA), or any multiple employer plan (as defined in Section 413(c) of the Code).

3.30.4There are no unfunded obligations under any Seller Plan providing benefits after termination of employment to any Seller Employee (or to any beneficiary of any such Seller Employee), including but not limited to retiree health coverage and deferred compensation, but excluding continuation of health coverage required to be continued under Section 4980B of the Code or other applicable law and insurance conversion privileges under state law.

3.30.5The execution and delivery of this Agreement and performance of the transactions contemplated hereby will not (either alone or upon the occurrence of any additional or subsequent events) (i) entitle any current or former Seller Employee to severance pay, or a transaction or retention bonus, unemployment compensation or any other payment or additional compensation, (ii) accelerate the time of payment or vesting, or increase the
32
Asset Purchase Agreement

22624132-v3



amount of compensation due any such employee, officer, director or independent contractor, or (iii) result in any breach or violation of, or a default under, any Seller Plan.

3.31Full Disclosure. The representations and warranties of Seller and Principals contained in this Agreement and the schedules hereto, when read together, do not contain any untrue statement of a material fact or omit any material fact necessary to make the statements contained therein or herein in view of the circumstances under which they were made not misleading.

4.REPRESENTATIONS AND WARRANTIES OF BUYER AND ISSUER

Buyer and Issuer hereby jointly and severally represent and warrant to Seller and Principals the following, which are true and correct as of the Effective Date, in each case except to the extent any such representations and warranties are specifically made as of a particular date (in which case such representations and warranties need only be true and correct as of such date):

4.1Corporate Organization and Authority. Buyer and Issuer are Delaware and Colorado Corporations, respectively, duly organized, validly existing, authorized to exercise their respective corporate powers, rights and privileges in Delaware and Colorado, and in good standing in the States of Delaware and Colorado, respectively.

4.2Authorization. All corporate action on the part of Buyer and Issuer, its officers, directors, and stockholders necessary for the authorization, execution, delivery, and performance of all obligations under this Agreement and for the issuance of the Shares has been taken, and this Agreement constitutes a legally binding and valid obligation of Buyer and Issuer, respectively, enforceable in accordance with its terms.

4.3Corporate Power. Buyer and Issuer have all requisite legal and corporate power and authority to execute and deliver this Agreement and Exhibits, to sell and issue the Shares, and to carry out and perform their respective obligations under the terms of the Agreement.

4.4Litigation. There is no action, proceeding, or investigation pending or threatened, or any basis therefor known to Buyer or Issuer, that questions the validity of the Agreement or the right of Buyer or Issuer to enter into the Agreement or to consummate the transactions contemplated hereby. No event has occurred, or circumstances exist that may give rise or serve as a basis for any such action.

4.5Brokers and Finders. Each of the Buyer and Issuer represents that it has not retained a Broker in connection with the transactions contemplated by this Agreement, and Buyer and Issuer shall jointly and severally indemnify, defend and hold Seller harmless from any breach of the representation herein set forth

33
Asset Purchase Agreement

22624132-v3



4.6No Conflicts. The execution, delivery and performance of this Agreement and its Exhibits, the consummation of the transactions contemplated hereby and thereby and the fulfillment of the terms hereof and thereof will not: (a) conflict with, or result in a breach or violation of the Buyer or Issuer organizational documents; (b) conflict with, or result in a default (or would constitute a default but for a requirement of notice or lapse of time or both) under any document, agreement or other instrument to which Buyer or Issuer is a party or result in the creation or imposition of any lien, charge or encumbrance on any of Buyer’s or Issuer’s properties pursuant to (i) any law or regulation to which the Buyer or Issuer or any of their property is subject, or (ii) any judgment, order or decree to which Buyer or Issuer is bound or any of its property is subject; or (c) violate any law, order, judgment, rule, regulation, decree or ordinance to which Buyer or Issuer is subject, or by which Buyer or Issuer is bound.

4.7Validity of Shares. As of the Closing, the Shares will be duly authorized and, when issued and paid for in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable to Seller, free of any liens, claims or other encumbrances, except for restrictions on transfer provided for herein or under the Act, or other applicable securities laws. The sale and issuance of the Shares hereunder is exempt from the registration requirements of the Securities Act and other applicable securities laws.

4.8Sufficient Funds. Buyer will have at the Closing (through existing credit arrangements, capital calls or otherwise) sufficient funds available to pay the Cash Purchase Price.

4.9Independent Investigation. Buyer has had the opportunity to conduct all such due diligence investigation of the Assets, Assumed Contracts and the Assumed Liabilities as Buyer deems necessary or advisable in connection with entering into this Agreement and the other transactions contemplated hereby and have conducted to Buyer’s satisfaction an independent investigation and verification of the current condition and affairs of the Assets, Assumed Contracts and the Assumed Liabilities.

4.10Exclusivity of Representations. The representations and warranties made by Buyer in this Article 4 and in any Exhibit, Schedule or certificate delivered pursuant hereto are the exclusive representations and warranties made by Buyer. Buyer hereby disclaims any other express or implied representations or warranties with respect to itself.

5.CLOSING CONDITIONS.
5.1Conditions to Buyer’s Obligations. The obligation of Buyer to consummate the transactions contemplated by this Agreement is subject to the satisfaction of the following conditions at or prior to the Closing, any of which may be waived only in writing by the Buyer in its sole discretion:
5.1.1Representations and Warranties.
34
Asset Purchase Agreement

22624132-v3



(a)Each of the Fundamental Representations shall be true and correct in all but de minimis respects on and as of the date hereof and at and as of the Closing as if made on and as of the Closing Date.
(b)Each of the representations and warranties contained in Article 3 (other than the Fundamental Representations), disregarding all materiality, Material Adverse Effect or similar qualifications or exceptions contained therein, shall be true and correct in all respects on and as of the date hereof and on and as of the Closing Date with the same effect as if made on and as of the Closing Date (other than such representations and warranties that are made as of a specified date, which representations and warranties shall be true and correct as of such date).
5.1.2Performance of Covenants. Each Principal and the Seller shall have performed in all of the covenants and agreements required to be performed by it under this Agreement prior to or at the Closing, including without limitation all conditions and deliverables listed in Section 2.7.2.
5.1.3No Orders or Proceedings. No order, rule, regulation or law shall have been entered or adopted or be in effect, and no proceeding shall be pending or overtly threatened by or before any Governmental Authority, that could reasonably be expected to enjoin, prevent, restrain or materially delay consummation of any of the transactions contemplated by this Agreement or the agreements contemplated hereby.
5.1.4No Material Adverse Effect. No fact, event, condition or circumstance has occurred or arisen since the date of this Agreement that, individually or in combination with any other facts, events, conditions or circumstances, has had or would reasonably be expected to have a Material Adverse Effect.
5.1.5Deliveries by Seller and the Principals. At the Closing, Seller and the Principals shall have delivered or caused to be delivered to Buyer:
(a)a certificate executed and delivered by a manager of the Seller, dated the date of the Closing, stating that the conditions specified in Sections 5.1.1, 5.1.2 and 5.1.4 have been satisfied as of the Closing; and
(b)such other documents and instruments as Buyer may reasonably require in order to effectuate the transactions that are the subject of this Agreement, including, without limitation, (i) an unqualified audit opinion of Seller’s Audited Financial Statements confirming that Seller’s Business (including, for this purpose, that of its
35
Asset Purchase Agreement

22624132-v3



affiliates also being purchased by Buyer on the Closing Date) generated no less than $5,000,000 in EBITDA during 2020, (ii) Interim Financial Statements confirming that Seller’s Business (including, for this purpose, that of its affiliates also being purchased by Buyer on the Closing Date) generated no less than $5,000,000 in EBITDA during the first half of 2021 and is on track to generate no less than $7,000,000 in EBITDA for fiscal year 2021, as supported by Seller’s books and records, and (iii) such other updated Exhibits and Schedules as provided for herein.
5.1.6 Inventory. The Inventory Team shall have completed a physical inventory and determined the Inventory value, which shall be binding upon the parties, prior to Closing.
        
All documents and instruments delivered to Buyer shall be in form and substance reasonably satisfactory to Buyer.

5.2Conditions to Seller’s and Principals’ Obligations. The obligation of Seller and Principals to consummate the transactions contemplated by this Agreement is subject to the satisfaction of the following conditions at or prior to the Closing, any of which may be waived only in writing by the Seller and Principals in their sole discretion:

5.2.1Representations and Warranties. Each of the representations and warranties contained in Article 4, disregarding all materiality, Material Adverse Effect or similar qualifications or exceptions contained therein, shall be true and correct in all respects on and as of the date hereof and on and as of the Closing Date with the same effect as if made on and as of the Closing Date (other than such representations and warranties that are made as of a specified date, which representations and warranties shall be true and correct as of such date).
5.2.2Performance of Covenants. Buyer shall have performed in all of the covenants and agreements required to be performed by it under this Agreement prior to or at the Closing, including without limitation all conditions and deliverables listed in Section 2.7.3.
5.2.3No Orders or Proceedings. No order, rule, regulation or law shall have been entered or adopted or be in effect, and no proceeding shall be pending or overtly threatened by or before any Governmental Authority, that could reasonably be expected to enjoin, prevent, restrain or materially delay consummation of any of the transactions contemplated by this Agreement or the agreements contemplated hereby.
6.TERMINATION.
36
Asset Purchase Agreement

22624132-v3



6.1Termination. This Agreement may be terminated at any time prior to the Closing as follows:

6.1.1by the mutual written consent of Buyer and Seller;

6.1.2by Buyer, if (i) a breach or failure to perform any material representation, warranty, covenant or agreement on the part of Seller or any Principal set forth in this Agreement shall have occurred which is not cured within thirty (30) days following Buyer’s written notice to Seller of such breach; and (ii) Buyer is not in material breach of any provision of this Agreement;

6.1.3by the Seller if (i) a breach or failure to perform any material representation, warranty, covenant or agreement on the part of the Buyer set forth in this Agreement shall have occurred which is not cured within thirty (30) days following the Seller’s written notice to the Buyer of such breach and renders impossible the satisfaction of one or more of the conditions set forth in Section 5.2 and (ii) Seller and Principals are not in material breach of any provision of this Agreement;

6.1.4by either the Buyer or the Seller if the Closing has not occurred on or before the date that is the later of (i) thirty days after the receipt by Buyer of Seller’s Audited Financial Statements, or (ii) sixty days after the Effective Date (collectively, the “Outside Date”), provided that the party seeking to terminate shall not be entitled to terminate pursuant to this Section 6.1.4 if the failure of the Closing to occur was primarily caused by the failure of the Buyer (if it is seeking to terminate) or Seller (if it is seeking to terminate) to perform in any material respect any of the covenants or agreements to be performed by it prior to the Closing; or

6.1.5by either Buyer or the Seller if a Law is enacted, adopted, promulgated or enforced that makes consummation of the transactions contemplated hereby illegal or otherwise prohibited or if the consummation of the transactions contemplated hereby would violate any order, law, rule or regulation of any Governmental Authority having competent jurisdiction.

In the event of termination pursuant to this Section 6.1, written notice thereof (describing in reasonable detail the basis therefor) shall forthwith be delivered to the other parties hereto.

6.2Effect of Termination. In the event of termination of this Agreement in accordance with Section 6.1, this Agreement shall immediately terminate and have no further force and effect and there shall be no liability on the part of any Party to any other Party under this Agreement, except that (a) the covenants and agreements set forth in this Section 6.2, the provisions of Article 9 (other than
37
Asset Purchase Agreement

22624132-v3



Section 9.12) and all definitions herein necessary to interpret any of the foregoing provisions shall remain in full force and effect and survive such termination indefinitely and (b) such termination shall not function as a release of liability for any willful, intentional and material breach by the Seller or any of the Principals of this Agreement prior to such termination.

7.EMPLOYMENT MATTERS.

7.1Independent Contractors and Employees. Effective upon the Closing, Buyer or one of its Affiliates (the “Hiring Entity”) shall offer employment to each of the employees listed in Exhibit I, which may be updated by mutual agreement the parties prior to the Closing Date, at a compensation amount to be determined by Buyer. Such offer of employment shall be conditioned upon each such employee’s successful (as determined by Buyer in accordance with its hiring policies maintained in the ordinary course of its business consistent with past practices) completion of the pre-employment screening required of all of the Hiring Entity’s employees. Any such Employee who accepts the Hiring Entity’s offer of employment described herein and successfully completes the pre-employment screening shall be deemed a “Hired Employee” effective as of the Closing. The Seller shall bear any and all obligations and liabilities under the WARN Act resulting from employment losses.

7.2Liabilities in Respect of Employees. Buyer shall have no liability for Seller’s liabilities in respect of accrued wages (including salaries, bonuses and commissions), severance pay, accrued vacation, sick leave or other benefits, or employee agreements of any type or nature on account of Seller, retention of or termination of independent contractors or employment of or termination of employees, and Seller and the Principals shall indemnify Buyer and Issuer and hold the same harmless against liability arising out of any claims for such pay or benefits or any other claims arising from Seller’s retention of or employment of or termination of such independent contractors or employees.
8.INDEMNITY

8.1Seller’s Indemnity. The Seller and Principals, jointly and severally, shall indemnify and hold harmless Buyer and Issuer, and their respective affiliates, parents, subsidiaries, officers, directors, successors, agents and assigns, from and against any and all losses, costs, expenses, liabilities, obligations, claims, demands, causes of action, suits, settlements and judgments of every nature, including the costs and expenses associated therewith and reasonable attorneys’ fees (“Buyer’s Damages”) which arise out of: (i) the breach of any representation or warranty made by Seller and/or Principals pursuant to this Agreement; (ii) the non-performance or breach, partial or total, of (x) any covenant made by Seller and/or Principals pursuant to this Agreement or (y) any of the terms of the Seller’s deliverables in Section 2.7.2; (iii) claims of any type or nature relating to the retention of the Business’ independent contractors or employment of the Business’ employees by Seller or any termination of such independent contractors or
38
Asset Purchase Agreement

22624132-v3



employees by Seller; (iv) the Retained Liabilities; (v) the ownership or operation of the Assets by Seller or in connection with the Business of Seller, in each case prior to the Closing Date or arising from acts or omissions occurring prior to the Closing Date; (vi) any PPP Loans and/or EIDL Loans; and (vi) Seller’s portion of the Transfer Taxes pursuant to Section 2.2.2. The representations and warranties of Seller herein set forth shall survive for a period of eighteen (18) months following the Closing Date (the “Claims Period”); provided, however, that the Claims Period with respect to any Fundamental Representation or fraud shall be sixty (60) months or the applicable statute of limitations, whichever is longer, and provided further that the Claims Period with respect to Section 3.9 (Taxes) and 9.17 (Tax Matters) shall survive the Closing Date for a period of sixty (60) days after the expiration of the applicable statute of limitations. Buyer shall not be entitled to indemnification pursuant to this Section  with respect to any breach or misrepresentation of any representation or warranty or other indemnification obligation until such time as its respective aggregate right to such indemnification exceeds Twenty-Five Thousand Dollars ($25,000) (it being agreed that in the event such threshold is reached and exceeded, Seller will be liable for losses from the first dollar of such amount).

8.2Buyer’s and Issuer’s Indemnity. Buyer and Issuer shall jointly and severally indemnify and hold harmless Seller from and against any and all losses, costs, expenses, liabilities, obligations, claims, demands, causes of action, suits, settlements and judgment s of every nature, including the costs and expenses associated therewith and reasonable attorneys’ fees (“Seller’s Damages”), which arise out of: (i) the breach by Buyer or Issuer of any representation or warranty made by Buyer or Issuer pursuant to this Agreement, (ii) the non-performance, partial or total, of any covenant made by Buyer or Issuer pursuant to this Agreement; (iii) the use or ownership of the Assets or the activities of or on behalf of the Buyer related to the Assets on and subsequent to the Closing Date (solely to the extent not arising from acts or omissions occurring prior to the Closing Date); (iv) Buyer’s portion of any Transfer Taxes pursuant to Section 2.2.2; and (v) any Assumed Liabilities.
8.3Adjustment to Purchase Price for Tax Purposes. The Parties shall treat any indemnity payment made under this Agreement pursuant to this Article 8 as an adjustment to the Purchase Price for all Tax purposes to the maximum extent permitted by applicable law. No party shall take any position on any Tax Return or filing, or before any Governmental Authority, that is inconsistent with such treatment unless otherwise required by any applicable law.

9.MISCELLANEOUS

9.1Allocation of Purchase Price. Schedule 9.1 sets forth the allocation agreed to by Seller and Buyer of the Purchase Price and Assumed Liabilities among the Assets being transferred by Seller to Buyer for purposes of determining the income tax consequences of the transactions contemplated by this Agreement. The Parties intend that Schedule 9.1 conform to the requirements of Section 1060 of the Internal Revenue Code, and they agree to be bound thereby
39
Asset Purchase Agreement

22624132-v3



and to act in accordance with it in the preparation and filing of Tax Returns (including Internal Revenue Service From 8594 and any exhibits thereto), information returns, schedules or other filings made with the Internal Revenue Service or other Governmental Authorities. Any adjustments to the Purchase Price pursuant to Section 2.3 or Article 8 shall be allocated in a manner consistent with this Section 9.1 and Schedule 9.1. Each Party shall promptly notify the other of any challenge by any Governmental Authority to any allocation pursuant to this Section 9.1.

9.2Confidentiality. No party hereto shall issue a press release or otherwise publicize the Agreement or transactions contemplated hereby or otherwise disclose the nature or contents of this Agreement until the Closing has occurred. From and after Closing, any such press release or other public announcement shall not be issued without the written approval of Buyer (which such approval shall not be unreasonably withheld, conditioned or delayed), except as may be required by law or any applicable listing agreement with a national securities exchange as determined in the good-faith judgment of the party or affiliate of a party proposing to make such release or communication (in which case, such party or affiliate of a party shall not issue or cause the publication of such press release or other public announcement without providing the other parties a reasonable opportunity to review and comment upon such press release or other public announcement).

9.3Expenses. Each party will pay its own costs and expenses, including legal and accounting expenses, related to the transactions provided for herein, irrespective of when incurred. In the event of any legal action to enforce any of the obligations set forth in the Agreement, the prevailing party shall be entitled to recover costs and reasonable legal fees.

9.4Notices. Any notice or other communication required or permitted hereunder shall be in writing and shall be deemed to have been duly given on the date of service if served personally or by email, or five days after the date of mailing if mailed by first class mail, registered or certified, postage prepaid. Notices shall be addressed as follows:

If to Issuer or Buyer:    GrowGeneration Corp. and
            GrowGeneration Michigan Corp.
            ATTN: Darren Lampert
    930 W 7th Ave, Suite A
    Denver, CO 80204

with a copy to        Robinson + Cole
            ATTN: Mitchell Lampert
            1055 Washington Boulevard
            Stamford, CT 06901

If to Seller:        HGS Hazel Park LLC
            c/o HGS HOLDINGS, LLC
40
Asset Purchase Agreement

22624132-v3



ATTN: Rocky Shaeena
            2238 Auburn Road
            Shelby Township, MI 48317

with a copy to:        Elia Law, PLLC
ATTN: Salam Elia
550 West Merrill Street, Suite 100
Birmingham, MI 48009


or to such other address as a party has designated by notice in writing to the other party in the manner provided by this section.

9.5Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Michigan, without respect to its conflict of laws principles.

9.6Successors and Assigns. This Agreement and Exhibits and the rights of the parties hereunder and thereunder may not be assigned by any party without the prior written consent of the other parties, and shall be binding upon and shall inure to the benefit of the parties hereto and the successors and permitted assigns of Buyer, Issuer and the Seller, respectively.

9.7Entire Agreement; Counterparts. This Agreement, together with the schedules and Exhibits hereto, sets forth the entire understanding of the parties hereto with respect to the transactions contemplated hereby and thereby. Any and all previous agreements and understandings between or among the parties regarding the subject matter hereof or thereof, whether written or oral, are superseded and replaced by this Agreement. This Agreement may be executed in two or more counterparts (including those delivered by facsimile or other electronic means), each of which will be deemed an original, but all of which together will constitute one and the same instrument.

9.8Amendment. This Agreement shall not be amended or modified except by a written instrument duly executed by each of the parties hereto.

9.9Waiver. Any extension or waiver by any party of any provision hereto shall be valid only if set forth in an instrument in writing signed on behalf of such party. No waiver of any provision of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver.

9.10Schedules and Exhibits. Each of the Schedules and Exhibits to this Agreement is incorporated herein by this reference and expressly made a part of this Agreement.

41
Asset Purchase Agreement

22624132-v3



9.11Partnership. The relationship of the parties is that of “buyer”, “issuer” and “seller,” and nothing contained herein shall be deemed to create a partnership or joint venture between or among the parties.

9.12Specific Performance; Remedies. Each party hereto acknowledges that the other parties will be irreparably harmed and that there will be no adequate remedy at law for any violation by any of them of any of the covenants or agreements contained in this Agreement and its Exhibits, including the confidentiality obligations set forth in this Agreement or in any other agreement between any of the parties hereto. It is accordingly agreed that, in addition to any other remedies which may be available upon the breach of any such covenants or agreements, each party hereto shall have the right to obtain injunctive relief to restrain a breach or threatened breach of, or otherwise to obtain specific performance of, covenants and agreements of other parties contained in this Agreement. An action for specific performance must be commenced within ninety (90) calendar days from the other party’s breach of this Agreement (beyond the cure period), and failure to commence an action within the ninety (90) day period shall be deemed to have the non-breaching party waived its right to specific performance/injunctive relief.

9.13Severability. If any provision of this Agreement or any Exhibit or the application thereof to any person or circumstances is held invalid or unenforceable in any jurisdiction, the remainder hereof and thereof, and the application of such provision to such person or circumstances in any other jurisdiction, shall not be affected thereby, and to this end the provisions of this Agreement or Exhibit, as applicable, shall be severable.

9.14Further Representations. Each party to this Agreement acknowledges and represents that it has been represented by its own legal counsel in connection with the transactions contemplated by this Agreement, with the opportunity to seek advice as to its legal rights from such counsel. Each party further represents that it is being independently advised as to the tax consequences of the transactions contemplated by this Agreement and is not relying on any representation or statements made by any other party as to such tax consequences.
9.15Further Assurances. The parties shall, at any time from and after the Closing, upon the request of any other party and without further consideration, do, execute, acknowledge and deliver, and cause to be done, executed, acknowledged and delivered, all such further acts, deeds, instruments, assignments, transfers, conveyances, powers of attorney or assurances as may be reasonably required to evidence and make effective the transactions contemplated by this Agreement, including to transfer, convey, grant, and confirm to and vest in Buyer good title to all of the Assets, free and clear of all Liens (other than Permitted Liens).

9.16Consent to Jurisdiction.  Each party irrevocably submits to the exclusive jurisdiction of the federal and state courts of the County of Oakland, Michigan, for the purposes of any action, proceeding, suit, or claim arising out of this Agreement. Each party agrees to commence any such action, proceeding, suit, or claim in the state or federal courts of the County of Oakland, Michigan. Each party irrevocably and unconditionally waives any objection to the laying of
42
Asset Purchase Agreement

22624132-v3



venue of any action, proceeding, suit, or claim arising out of this Agreement or the transactions contemplated hereby in the state or federal courts of the County of Oakland, Michigan, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, proceeding, suit, or claim brought in any such court has been brought in an inconvenient forum.
9.17Tax Matters. The following provisions shall govern the allocation of responsibility as between the Buyer and the Seller for certain Tax matters following the Closing Date:
(a)The Buyer shall prepare and timely file all Tax Returns with respect to Property Taxes relating to the Assets for the Straddle Period.  The Buyer will provide such Tax Returns for the Straddle Period to the Seller at least fifteen (15) days before the due date for filing of any such Tax Returns for its review and comment (and the Buyer shall consider all reasonable comments of Seller in good faith).   The Buyer shall pay and discharge all Taxes shown to be due on such Tax Returns for the Straddle Period, subject to the indemnification rights of the Buyer under Section 8.1.  No later than ten (10) business days prior to the due date of such Tax Return, the Seller shall pay to the Buyer the amount of Taxes shown due on such Tax Return which is attributable to the pre-Closing portion of the Straddle Period.
(b)Seller shall include the income of the Business on Seller’s federal, state, and local income tax returns for all periods (or portions thereof) ending on or prior to the Closing Date and pay any federal, state, and local income taxes attributable to such income.
(c)Buyer shall include the income of the Business after the Closing Date on Buyer’s federal, state, and local income tax returns for all periods (or portions thereof) commencing after the Closing Date (provided that the Closing shall have occurred) and pay any income taxes attributable to such income.
(d)The amount of real property, personal property, and similar taxes (not based on income, profits or gains) relating to the Assets (“Property Taxes”), and any Tax refunds relating to such Property Taxes, attributable to the pre-Closing portion of any Straddle Period shall be determined based upon the relative number of days in the pre-Closing and post-Closing portions of such Straddle Period, in each case over the total number of days in such Straddle Period. For any Taxes other than Property Taxes (such as franchise Taxes, Taxes that are based upon or related to income or receipts or net income, Taxes based upon production or occupancy or imposed in connection
43
Asset Purchase Agreement

22624132-v3



with any sale or other transfer or assignment of property) for a Straddle Period the amount of any such Taxes attributable to the pre-Closing portion such Straddle Period shall be determined based upon a hypothetical closing of the taxable year on such Closing Date with the Closing Date being included in the pre-Closing portion of such Straddle Period. Notwithstanding any provision in this Agreement to the contrary, the Buyer shall not be required to make any payment or disbursal to Seller or any Governmental Authority relating to any Taxes attributable to the Assets or the Business for a taxable year (or portion thereof) ending on or before the Closing Date. Each party agrees to cooperate with each other party in paying or reimbursing their respective Tax obligations in accordance with this Section 9.17.
(e)The Buyer and Seller shall cooperate fully, as and to the extent reasonably requested by the other Party, in preparing and filing Tax Returns with respect to the Assets and the Business, including providing complete and accurate records concerning the Tax basis of the Assets and such other information as may be reasonably necessary with respect to the preparation and filing of such Tax Returns, and in connection with any audit or other proceeding with respect to Taxes related to the Assets or the Business. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such audit or other proceeding.

[Signature Page Follows]
44
Asset Purchase Agreement

22624132-v3






Asset Purchase Agreement

22624132-v3



IN WITNESS WHEREOF, the parties hereto have caused this Asset Purchase Agreement to be executed as of the Effective Date.
    
SELLER:                     BUYER:

HGS Hazel Park LLC                    GROWGENERATION MICHIGAN                                CORP.



By:                             By:                    
Rocky Shaeena, Manager                    Darren Lampert, CEO
                             

                            
ISSUER:
PRINCIPALS:
GROWGENERATION CORP.


_______________________                By:                    
Rocky Shaeena                          Darren Lampert, CEO




________________________
Christopher Kiryakoza



________________________
Tony Allos                    

22624132-v3




22624132-v3






EX-10.7 8 exhibit107_hgsimlaycityllc.htm EX-10.7 Document


Exhibit 10.7
FORM OF ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT (the “Agreement’) is made and entered into as of the 27th day of July, 2021 (the “Effective Date”) by and among GrowGeneration Michigan Corp., a Delaware corporation (“Buyer”), GrowGeneration Corp., a Colorado Corporation (“Issuer”), HGS Imlay City LLC, a Michigan limited liability company (“Seller”), Tony Allos (“Tony”), Christopher Kiryakoza (“Christopher”), and Rocky Shaeena (“Rocky”) (each of Tony, Christopher and Rocky individually being a “Principal” and collectively, the “Principals”).

R E C I T A L S

A.Seller is a limited liability company doing business as “HGS Hydro” and/or “Powered by HGS Hydro” including without limitation the business operated by Seller at 2028 S. Cedar Street, Imlay City, MI 48444 (the “Business”).

B.The Business operates a hydroponics and gardening business.

C.Subject to the terms and conditions of this Agreement, Buyer is willing to purchase, and Seller is willing to sell, certain of the assets, rights and properties of the Business.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

AGREEMENT

1.DEFINITIONS. For the purposes of this Agreement, the terms set forth below shall have the following meanings:

1.1“Acquired Contracts” means all right, title, and interest in and to all of the contracts of Sellers, other than the Excluded Contracts. For avoidance of doubt, Acquired Contracts shall include any agreements listed on Schedule 2.2(c) with unpaid balances at Closing.

1.2“Additional Consideration” means such number of the shares of Issuer’s restricted common stock equal to $0 at a per share price that is the lower of (i) the 90-day “VWAP” on the Effective Date or (ii) the price per share at the end of the day prior to Closing; which Additional Consideration Seller hereby agrees to assign to Principals under separate agreement.

1.3“Affiliate” means, with respect to any specified Person at any time, each Person directly or indirectly controlling, controlled by or under direct or indirect common control with such specified Person at such time. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of

Asset Purchase Agreement

22624122-v3



the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

1.4“Assets” shall be as defined in Section 2.1.

1.5“Cash” means all cash, cash equivalents (including marketable securities and short term investments), cash deposits (including any bank deposits in transit) of the Seller, determined in accordance with GAAP, less (i) any outstanding checks delivered by the Seller to any third party that have not been cashed as of the Closing Date and (ii) any customer deposits and restricted cash, including any restricted cash held in reserve pursuant to any letter of credit or held in escrow to guaranty any obligations of the Seller.

1.6“Cash Amount” means all Cash of the Seller as of immediately prior to the Closing Date.

1.7“Closing” shall be as defined in Section 2.7.
1.8“Closing Shares” shall mean such number of the shares of Issuer’s restricted common stock equal to $0 at a per share price that is the lower of (i) the 90-day “VWAP” on the Effective Date or (ii) the price per share at the end of the day prior to Closing.
1.9Code means the Internal Revenue Code of 1986, as amended.

1.10“Environmental Law” shall mean any federal, state or local law, statute, rule, order, directive, judgment, Permit or regulation or the common law relating to the environment, occupational health and safety, or exposure of persons or property to Materials of Environmental Concern, including any statute, regulation, administrative decision or order pertaining to: (i) the presence of or the treatment, storage, disposal, generation, transportation, handling, distribution, manufacture, processing, use, import, export, labeling, recycling, registration, investigation or remediation of Materials of Environmental Concern or documentation related to the foregoing; (ii) air, water and noise pollution; (iii) groundwater and soil contamination; (iv) the release, threatened release, or accidental release into the environment, the workplace or other areas of Materials of Environmental Concern, including emissions, discharges, injections, spills, escapes or dumping of Materials of Environmental Concern; (v) transfer of interests in or control of real property which may be contaminated; (vi) community or worker right-to-know disclosures with respect to Materials of Environmental Concern; (vii) the protection of wild life, marine life and wetlands, and endangered and threatened species; (viii) storage tanks, vessels, containers, abandoned or discarded barrels and other closed receptacles; and (ix) health and safety of employees and other persons.  As used above, the term “release” shall have the meaning set forth in CERCLA.

1.11“EIDL Lender” means The Small Business Administration, an Agency of the U.S. Government.
2
Asset Purchase Agreement

22624122-v3




1.12“EIDL Loan” means a loan pursuant to the Covid-19 Economic Injury Disaster Loan, under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”).

1.13“Employee Benefit Plan” means any “employee pension benefit plan” (as defined in Section 3(2) of ERISA), any “employee welfare benefit plan” (as defined in Section 3(1) of ERISA), and any other written or oral plan, agreement or arrangement involving direct or indirect compensation, including insurance coverage, cafeteria plan benefits, dependent care benefits, severance benefits, disability benefits, deferred compensation, bonuses, stock options, stock purchase, phantom stock, stock appreciation or other forms of incentive compensation or post-retirement compensation.

1.14 “Excluded Contract” means all the contracts of Sellers which are listed in Schedule 3.10(b).

1.15“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended.

1.16“ERISA Affiliate” shall mean any entity which is, or at any applicable time was, a member of (1) a controlled group of corporations (as defined in Section 414(b) of the Code), (2) a group of trades or businesses under common control (as defined in Section 414(c) of the Code), or (3) an affiliated service group (as defined under Section 414(m) of the Code or the regulations under Section 414(o) of the Code), any of which includes or included the Sellers.
1.17“Excluded Tax Liability” means: (i) Taxes of the Seller and its owners with respect to any taxable period; (ii) all Taxes related to or arising from the transactions contemplated under this Agreement or any other related agreement (other than the portion of Transfer Taxes for which Buyer is liable pursuant to Section 2.2.2); (iii) all Taxes that are the responsibility of Seller pursuant to Section 9.17; (iv) all Taxes asserted against the Assets or the Business for any Pre-Closing Period; and (v) all Taxes of another person with respect to the Assets or Business imposed on Seller as a transferee or successor, by contract, pursuant to any law, under Treasury Regulations 1.1502-6 or any similar provision of state, local or non-U.S. laws, or otherwise.
1.18“Fundamental Representation” means any representation or warranty set forth in Sections 3.1 (Organization; Authority; No Violation of Other Instruments.), 3.2 (Capitalization; Subsidiaries), 3.3 (Ownership and Delivery of Assets), 3.5 (Compliance with Laws), 3.13 (Intellectual Property), 3.17 (Environmental Matters), 3.20 (Accredited Investor), and 3.28 (Brokers and Finders).
1.19“Funds Flow” means that certain flow of funds dated as of the Closing Date by and between Seller, Principals, Buyer and Issuer setting forth the payments (including
3
Asset Purchase Agreement

22624122-v3



payment for any security deposit held by a landlord under an acquired lease and other closing date prorations) to be made by Buyer or Issuer, as applicable, at Closing, in such form and substance as reasonably acceptable to the Parties and attached hereto as Exhibit J.

1.20“GAAP” shall mean generally accepted accounting principles of the United States of America consistently applied, as in effect from time to time.

1.21“Governmental Authority” means any federal, state, local or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that the rules, regulations or orders of such organization or authority have the force of Law), or any arbitrator, court or tribunal of competent jurisdiction.

1.22“Indebtedness” means the principal amount, plus any related accrued and unpaid interest, fees, premiums, penalties and costs, and other amounts payable (including rental payments), with respect to: (a) all indebtedness for borrowed money (including all outstanding amounts under notes, bonds, debentures, mortgages and similar instruments), (b) owed under a credit facility, (c) evidenced by any note, debenture or other debt security, (d) obligations in respect of capitalized leases, (e) obligations to pay the deferred purchase or acquisition price of property or services, other than trade accounts payable arising, and accrued expenses incurred, in the ordinary course of business and not more than 90 days overdue, including without limitation earn out or other contingent payment liabilities of the Seller, (f) the face amount of all letters of credit issued for the account of the Seller and, without duplication, all reimbursement or payment obligations with respect to letters of credit, surety bonds and other similar instruments for which the Seller is liable, (g) amounts payable or otherwise due to any Affiliate of the Seller, in each case, as of such date, (h) obligations in respect of any accrued interest, prepayment penalties, interest rate swap breakage costs, make-whole premiums or penalties and all costs and expenses associated with the repayment of any of the foregoing, (i) all indebtedness created or arising under any conditional sale or other title retention agreement, or incurred as financing, in either case with respect to property acquired by the Seller (even though the rights and remedies of the Seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (j) the principal balance outstanding under any synthetic lease, off balance sheet loan or similar off balance sheet financing product or (k) all direct or indirect liability, contingent or otherwise, of the Seller with respect to any other Indebtedness of another Person if the primary purpose or intent of incurring such Indebtedness, or the primary effect thereof, is to provide assurance to the obligee of such Indebtedness that such Indebtedness will be paid or discharged.

4
Asset Purchase Agreement

22624122-v3



1.23“Intellectual Property” shall mean all intellectual property rights including without limitation:
1.23.1patents, patent applications, inventions, invention disclosures and all related continuation, continuation-in-part, divisional, reissue, reexamination, utility model, certificate of invention and design patents, patent applications, registrations and applications for registrations;
1.23.2trademarks, service marks, trade dress, Internet domain names, social media accounts, logos, trade names and corporate names and registrations and applications for registration thereof;
1.23.3copyrights and registrations and applications for registration thereof including without limitation works of authorship, website and social media content, packaging, and any other promotional and advertising materials;
1.23.4mask works and registrations and applications for registration thereof;
1.23.5computer software, (including all related code), interfaces, applications, data, databases and related documentation;
1.23.6trade secrets and confidential business information (such as formulations, recipes, and other confidential information), know-how, manufacturing and product processes and techniques, research and development information, financial, marketing and business data, pricing and cost information, business and marketing plans and customer and supplier lists and information;
1.23.7other proprietary rights relating to any of the foregoing (including remedies against infringements thereof and rights of protection of interest therein under the laws of all jurisdictions);
1.23.8all goodwill represented by and/or associated with any of the foregoing; and
1.23.9all copies and tangible embodiments of any of the foregoing.

1.24“Internal Systems” shall mean the internal information technology (IT) systems of the Seller that are used in the operation of the Business, including without limitation computer hardware systems and all equipment associated therewith, software applications, interfaces, databases and embedded systems.

5
Asset Purchase Agreement

22624122-v3



1.25“Liens” shall mean all liens, charges, easements, security interests, mortgages, conditional sale contracts, equities, rights of way, restrictions, title defects, objections, claims or other encumbrances.

1.26“Material Adverse Effect” shall mean an event which has a material adverse effect on the condition, financial or otherwise, of the Assets, Business, prospects or results of operations of the Business.
1.27“Materials of Environmental Concern” shall mean any:  pollutants, contaminants or hazardous substances (as such terms are defined under CERCLA), pesticides (as such term is defined under the Federal Insecticide, Fungicide and Rodenticide Act), fertilizers, solid wastes and hazardous wastes (as such terms are defined under the Resource Conservation and Recovery Act), chemicals, other hazardous, radioactive or toxic materials, oil, petroleum and petroleum products (and fractions thereof), or any other material (or article containing such material) listed or subject to regulation under any law, statute, rule, regulation, order, Permit, or directive due to its potential, directly or indirectly, to harm the environment or the health of humans or other living beings.
1.28“Most Recent Balance Sheet” shall mean the unaudited consolidated balance sheet of the Seller as of the Most Recent Balance Sheet Date.
1.29“Most Recent Balance Sheet Date” shall mean June 30, 2021 at the Effective Date and the last day of the month immediately preceding the Closing Date at Closing.

1.30“Obsolete Inventory” means any inventory on hand at the Closing that has not sold within the preceding twelve months from the Closing Date.

1.31“Permits” shall mean all permits, licenses, registrations, certificates, orders, approvals, franchises, variances and similar rights issued by or obtained from any Governmental Authority (including those issued or required under any Environmental Law, those relating to the purchase, possession, use or sale of any of the Assets, or the occupancy or use of owned or leased real property).

1.32“Permitted Liens” means (i) statutory Liens for Taxes reflected on the financial statements and that are not yet due and payable or are being contested in good faith and for which adequate reserves have been made with respect thereto, which are not yet due and payable; (ii) mechanics’, carriers’, workers’, repairers’ and similar liens arising or incurred in the ordinary course of business securing amounts that are not delinquent; (iii) Liens relating to Indebtedness which will be repaid at Closing in full and released; (iv) statutory Liens of landlords with respect to any premise leased pursuant to any lease arising or incurred in the ordinary course of business; and (v) easements, rights of way, zoning ordinances and other similar encumbrances affecting premises subject to each
6
Asset Purchase Agreement

22624122-v3



lease which do not, individually or in the aggregate, prohibit, or interfere in any material respect with, the current operation of the Business.

1.33“Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, any other business entity, or a governmental entity (or any department, agency, or political subdivision thereof).
1.34“PPP Forgivable Uses” means uses of proceeds of a PPP Loan that are eligible for forgiveness under Section 1106 of the CARES Act and otherwise in compliance with all other provisions or requirements of the CARES Act applicable in order for such PPP Loan to be eligible for forgiveness.
1.35“PPP Lender” means [intentionally omitted].

1.36“PPP Loans” means any and all Paycheck Protection Program loans under the Small Business Administration 7(a) loan program received by the Seller in connection with the CARES Act, as supplemented by the Paycheck Protection Program and Health Care Enhancement (PPPHCE) Act.
1.37“PPP Loan Escrow Agreement” means the escrow agreement by and between the PPP Lender and the Seller, in the form provided by Seller to Buyer.

1.38“Pre-Closing Period” means any taxable period ending on or prior to the Closing Date, and with respect to any Straddle Period, the portion of such Straddle Period deemed to end on and include the Closing Date.

1.39“Retained Liabilities” shall mean any and all liabilities or obligations (whether known or unknown, absolute or contingent, liquidated or unliquidated, due or to become due and accrued or unaccrued, and whether claims with respect thereto are asserted before or after the Closing) of the Seller which are not Assumed Liabilities. The Retained Liabilities shall include, without limitation, all liabilities and obligations of the Seller:

1.39.1arising out of or relating to Excluded Assets, including without limitation Excluded Contracts, whether arising prior to or after the Closing;

1.39.2arising out of or attributable to any Excluded Tax Liability;

1.39.3for Seller Transaction Expenses (other than the portion of Transfer Taxes for which Buyer is liable pursuant to Section 2.2.2 as detailed herein);

7
Asset Purchase Agreement

22624122-v3



1.39.4arising prior to the Closing under the Acquired Contracts, and all liabilities for any breach, act or omission by the Seller prior to the Closing under any Acquired Contract;

1.39.5arising out of events, conduct or conditions existing or occurring prior to the Closing that constitute a violation of or non-compliance with any law, rule or regulation, any judgment, decree or order of any Governmental Authority, or any Permit or that give rise to liabilities or obligations with respect to materials of environmental concern;

1.39.6for any claims for wages or other benefits, bonuses, accrued vacation, workers’ compensation, deferred compensation, severance, retention, termination or other payments to any present or former employees, officers, directors, managers, retirees, independent contractors or consultants of Seller, including any liabilities of any Seller for employer FICA and unemployment taxes incurred and any liabilities for federal or state income tax and FICA taxes of employees of Seller which the Seller is legally obligated to withhold, and all liabilities resulting from the termination of employment of employees of the Seller prior to the Closing that arose under any federal or state law or under any Seller Plan established or maintained by the Seller;

1.39.7for payment of all bonuses for employees as of the Closing, where such Retained Liability shall consist of (i) the pro-rata portion of any annual bonuses due to non-Principal employees during 2021 (equal to the number of days that have transpired in 2021 from January 1 to the date of Closing, divided by 365, with such amount multiplied by the gross amount of annual bonuses due to such employees for fiscal 2021), and (ii) the total amount of any annual bonuses due to the Principals for fiscal year 2021, all as set forth on Schedule 1.39.7;

1.39.8with respect to any insurance policies, to indemnify any person or entity by reason of the fact that such person or entity was a director, officer, employee, or agent of the Sellers or was serving at the request of the Sellers as a partner, trustee, director, officer, employee, or agent of another entity (whether such indemnification is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses, or otherwise and whether such indemnification is pursuant to any statute, charter document, bylaw, agreement, or otherwise);
1.39.9for injury to or death of persons or damage to or destruction of property occurring prior to the Closing (including any workers compensation claim);
8
Asset Purchase Agreement

22624122-v3



1.39.10for any guarantees (personal or otherwise), whether arising out of an Acquired Contract or otherwise; and

1.39.11for all Indebtedness of Seller, including without limitation all PPP Loans and EIDL Loans.

1.40“Seller’s knowledge” or any other similar knowledge qualification (whether of Seller or the Principals), means the actual knowledge of any of the Principals or managers of Seller after commercially reasonable inquiry of appropriate agents and of those employees of Seller who, by virtue of such employees’ job functions and duties, have or should have knowledge of the matter subject to such inquiry.

1.41“Seller Plan” shall mean any Employee Benefit Plan maintained, or contributed to, by the Seller, any Subsidiary or any ERISA Affiliate.
1.42“Seller Transaction Expenses” means (i) all of the fees, costs and expenses incurred by Seller, its members or managers or Principals in connection with, in anticipation of or incident to the negotiation, execution, and delivery of this Agreement or any agreements related hereto, or the transactions contemplated hereby or thereby, or in connection with or in anticipation of any alternative transactions with respect to the Seller, including all fees, costs and expenses payable to attorneys, financial advisors, accountants, consultants or other advisors and all obligations under any engagement letter or other agreement or understanding with any investment bank or broker, (ii) all payments by Seller or Principals to obtain any third party consent required under any Acquired Contract in connection with the consummation of the transactions contemplated by this Agreement, (iii) all obligations that arise in whole or in part as a result of the consummation of the transactions contemplated by this Agreement under any Acquired Contract, Excluded Contract or Seller Plan, including all change of control, severance, retention, stock appreciation, phantom stock or similar obligations or any other accelerations of or increases in rights or benefits, and all employer side payroll Taxes and mandatory matching obligations that are payable or incurred by Seller in connection with or as a result of the satisfaction of such obligations, and (iv) 50% of any Transfer Taxes that are the responsibility of the Seller pursuant to Section 2.2.2.
1.43“Shares” means, collectively, the Closing Shares and the Additional Consideration.

1.44“Slow-Moving Inventory” means inventory on hand with respect to any product that (i) is in excess of the average number of units of such product sold during the 12 months prior to the Closing, or (ii) is not used or sold at any of Buyer’s current locations. For avoidance of doubt, Slow-Moving Inventory shall not include any product that has not been on hand for at least twelve months.

9
Asset Purchase Agreement

22624122-v3



1.45“Straddle Period” means any taxable period beginning on or before and ending after the Closing Date.
1.46“Target Working Capital Amount” shall be determined by the Parties following the pre-closing physical inventory described in Section 1.50 below.

1.47“Tax” means any (i) federal, state, local or foreign income, gross receipts, franchise, estimated, alternative minimum, add-on minimum, sales, use, transfer, real property gains, registration, value added, excise, escheat, unclaimed property, tax on “global intangible low-taxed income (as defined in Section 951A of the Code), natural resources, severance, stamp, occupation, premium, windfall profit, environmental, customs, duties, real property, personal property, shares, social security, unemployment, disability, payroll, license, employee or other withholding, or other tax, of any kind whatsoever and any fee, custom, impost, assessment, obligation, levy, tariff, charge or duty in the nature of a tax, including any interest, penalties or additions to tax or additional amounts in respect thereto, whether disputed or not, and (ii) any liability in respect of any items described in clause (i) immediately foregoing by reason of (A) being a transferee or successor or by having been a member of a combined, affiliated, unitary, consolidated or similar group or otherwise by operation of Law or (B) by contract or otherwise, in each case, under clauses (i) or (ii) immediately foregoing regardless of whether affirmatively asserted by a Governmental Authority.

1.48“Tax Return” means any form, return, declaration, report, claim for refund, information return certificate, bill, document, declaration of estimated Taxes, schedule or other information (including any schedule, appendix or attachment thereto) and any amendment thereof, required or permitted to be filed in connection with the imposition, determination, assessment or collection of any Tax or the administration, implementation or enforcement of or compliance with any Laws relating to any Tax.
1.49“Transfer Taxes” means, collectively, all transfer, documentary, sales, use, stamp, registration, conveyance, value added or other similar Taxes or charges (together with any related fee, penalties, interest and additions to such Taxes) arising out of or incurred in connection with, or associated with, this Agreement or the transactions contemplated by this Agreement.
1.50“Working Capital” means as of immediately prior to the Closing Date (a) the current assets (excluding any Cash Amount, any Tax assets, and any Excluded Assets) of the Seller, minus (b) the current liabilities (excluding Seller Transaction Expenses, Tax liabilities, Indebtedness, any intercompany payables and any Retained Liabilities) of the Seller. The calculation of Working Capital shall be prepared in accordance with GAAP. For illustrative purposes, an example calculation of Working Capital is set forth on Exhibit H (the “Working Capital Example”). The parties shall cause a physical
10
Asset Purchase Agreement

22624122-v3



inventory to be taken, and completed not more than one day before Closing, by individuals designated by Buyer (the “Inventory Team”).
1.51“Working Capital Deficit” means the amount by which the Working Capital is less than the Target Working Capital Amount.
1.52“Working Capital Surplus” means the amount by which the Working Capital is greater than the Target Working Capital Amount.

2.SALE AND PURCHASE OF ASSETS

2.1    Sale of Assets. On the terms and subject to the conditions of this Agreement and for the consideration set forth herein, Seller shall at the Closing, sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, all of the assets, rights and properties of any kind owned by the Seller, including without limitation those used in the Business, other than Excluded Assets (as defined below) (collectively, the “Assets”), in each case, free and clear of any and all Liens, other than Permitted Liens, including the Assets detailed below:

2.1.1Inventories. Subject to the immediately following sentence and except for Obsolete Inventory, all inventories of, finished goods, inventory for resale, supplies and repair materials of Seller (taken as a whole), as of the Closing Date (the “Inventory”) it being expressly agreed that all Obsolete Inventory will not be included in the Assets and will constitute Excluded Assets. In addition, Assets shall include Seller’s Slow-Moving Inventory, provided that, for purposes of calculating the Asset Purchase Price, any Slow-Moving Inventory included in the Assets will be valued at sixty percent (60%) of the applicable Seller’s actual cost. For clarity, it is expressly agreed by the Parties that Seller has the right to keep all Obsolete Inventory, all of which shall constitute Excluded Assets.

2.1.2Fixed Assets and Tangible Personal Property. All fixed assets and tangible personal property of the Business (other than the Excluded Assets enumerated in Section 2.5) as it relates to this transaction, including all equipment, supplies, furniture, fixtures, hardware. A list of such fixed assets and tangible personal property is attached hereto as Schedule 2.1.2.

2.1.3Intangible Personal Property. All intangible property of the Seller as of the Closing (collectively, “Intangible Assets”) including without limitation, goodwill, software including all object and source code, data and databases, confidential and proprietary information including without limitation customer lists, customer files, customer records, vendor lists, files and records, trade and other association memberships, if any and to the extent transferable. A detailed list of such assets is attached hereto as Schedule 2.1.3.

11
Asset Purchase Agreement

22624122-v3



2.1.4Contracts. All rights in and to all Acquired Contracts.
2.1.5Intellectual Property. Any and all Intellectual Property (i) owned or purported to be owned by Seller or that is licensed by Seller pursuant to any Acquired Contract; and (ii) owned by any of the Principals, if any, that is held for use in or used in the Business (the “Acquired IP”). The Acquired IP shall include, without limitation, the Intellectual Property identified in Schedule 3.13 and any Acquired IP that is identified in Schedule 2.1.3. In the event of any such Intellectual Property owned by Principals, Principals shall, for the consideration set forth herein, at the Closing, sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Principals, all such Intellectual Property related to the Business and held in the name of the Principals.


2.2    Asset Purchase Price. Subject to the terms and conditions of this Agreement, and in full consideration for the transfer of such Assets at Closing, the aggregate purchase price (the “Purchase Price”) shall be: the amounts shown on Schedule 2.2(c) (which shall be updated to reflect actual outstanding out-of-pocket costs of Seller at Closing).

2.2.1 Subject to the terms and conditions set forth herein, at the Closing:

    (a)    Buyer shall pay to the applicable obligees thereof, on behalf of the Seller and for Seller’s account, as a deduction from the Cash Purchase Price, the aggregate amount of Indebtedness outstanding as of the Closing and Seller Transaction Expenses, in each case as set forth on the Estimated Closing Statement;

    (b)    Buyer shall deduct from the Cash Purchase Price and deposit with an escrow agent designated by Buyer (the “Escrow Agent”), an amount equal to $0 (the “Adjustment Escrow Amount”), and such funds plus all income accrued thereon (the “Adjustment Escrow Fund”) shall be maintained by Escrow Agent to secure Seller’s obligations under Section 2.3 of this Agreement and shall be administered and payable in accordance with an escrow agreement by and among the Seller, Buyer and Escrow Agent in a form satisfactory to Buyer (the “Escrow Agreement”);

    (c)    Buyer shall deduct from the Cash Purchase Price the amount required by the PPP Lender and deposit the same in accordance with the PPP Loan Escrow Agreement; and

    (d)    Buyer shall pay to Seller the Estimated Closing Amount (as defined in Section 2.3.1 below).

2.2.2 Transfer Taxes. Buyer and Seller shall each pay 50% of any Transfer Taxes that may become payable in connection with the sale of the Assets to Buyer. Buyer shall timely file or cause to be timely filed all necessary tax returns with respect to Transfer
12
Asset Purchase Agreement

22624122-v3



Taxes, and the Seller will cooperate in filing such tax returns and reducing or eliminating such Transfer Taxes. The Seller shall pay 50% of the amount due with respect to such Tax Return to the Buyer no less than three (3) business days prior to the due date for filing thereof. Buyer and Seller will each use commercially reasonable efforts to avail itself of any available exemptions from any such Transfer Taxes.

2.2.3 Bulk Transfer Laws. The Seller shall indemnify and hold harmless the Buyer against any and all liabilities which may be asserted by any third parties against the Buyer as a result of noncompliance with any applicable bulk transfer statutes should any exist.

2.3    Purchase Price Adjustment.
2.3.1. Estimated Closing Amount. At least three (3) business days before the Closing Date, the Seller shall prepare and deliver to Buyer a schedule (the “Estimated Closing Statement”) setting forth Seller’s good faith estimate of Working Capital, Indebtedness and Seller Transaction Expenses as of 12:01 a.m. on the Closing Date, in each case calculated in accordance with GAAP. The “Estimated Closing Amount” shall be (a) Cash Purchase Price, minus (b) the Seller’s good faith estimate of the outstanding amount of all Indebtedness as of immediately prior to the Closing, minus (c) the Seller’s good faith estimate of the Seller Transaction Expenses, minus (d) the Seller’s good faith estimate of the amount by which Working Capital is less than the Target Working Capital Amount, if any, plus (e) the Seller’s good faith estimate of the amount by which Working Capital is greater than the Target Working Capital Amount, if any minus (f) the Adjustment Escrow Amount, minus (g) any amounts shown on Schedule 1.39.7 that are accrued but not yet paid by Seller. The Seller and the Principals shall provide the Buyer and its representatives with reasonable access to the books and records of the Seller and shall cause the personnel of the Seller to reasonably cooperate with the Buyer and its representatives, the foregoing being for the purpose of, and to the extent necessary for, enabling the Buyer to review the Seller’s determination of all amounts and estimates in the Estimated Closing Statement and each component thereof. In the event Buyer disagrees with the Estimated Closing Amount, the Buyer shall (a) promptly notify the Seller in writing of such disagreement, setting forth the basis of such disagreement and (b) specify in reasonable detail the nature of its objections to the Sellers’ estimates. The Sellers and the Buyer in good faith shall seek to resolve in writing any objections set forth in the Buyer’s notice of disagreement prior to the Closing, and the Sellers shall make such revisions to the disputed items as may be mutually agreed between the Sellers and the Buyer; provided that if and to the extent that the Buyer and the Sellers have not resolved all such differences by the close of business on the Business Day prior to the anticipated Closing Date, the parties shall proceed to close based upon the Estimated Closing Statement as prepared by the Sellers (with such modifications as may have been mutually agreed between the Sellers and Buyer prior to the Closing Date) or as otherwise agreed to by the parties before the Closing Date.
13
Asset Purchase Agreement

22624122-v3



2.3.2 Final Closing Statement.
    (a)    On or before the date that is ninety (90) days following the Closing Date, Buyer or its representatives shall prepare a schedule setting forth its determination of Working Capital, Indebtedness and Seller Transaction Expenses (the “Final Closing Statement”) and shall deliver the Final Closing Statement to the Seller. Working Capital shall be determined disregarding any effects on the assets and liabilities of the Seller of (i) purchase accounting adjustments arising from or resulting as a consequence of the consummation of the transactions contemplated hereby or (ii) any cash, cash equivalents, or stock contributed to Seller by Buyer or any of its Affiliates on the Closing Date.
    (b)    Prior to the date which is thirty (30) days after Buyer’s delivery of the Final Closing Statement (the “Protest Date”), the Seller may deliver written notice to Buyer (the “Protest Notice”) setting forth any objections which the Seller may have to the Final Closing Statement. The Protest Notice shall specify in reasonable detail any contested amounts and the basis therefor and shall include a schedule setting forth the Seller’s determination of Working Capital, Indebtedness and Seller Transaction Expenses. If a Protest Notice is not delivered prior to the Protest Date, the Working Capital, Indebtedness and Seller Transaction Expenses as set forth on the Final Closing Statement shall be final, binding and non-appealable by the Sellers. If a Protest Notice is delivered prior to the Protest Date, any amounts not disputed therein shall be final, binding and non-appealable by the Seller. Upon receipt of the Final Closing Statement, the Seller and its accountants will be given reasonable access upon reasonable notice to the relevant books, records, workpapers and personnel during regular business hours for the purpose of verifying Working Capital, Indebtedness and Seller Transaction Expenses. The parties will thereafter negotiate any objections in the Protest Notice in good faith.
(c)    The “Final Closing Amount” shall be equal to (i) the Cash Purchase Price, minus (ii) the amount of Indebtedness as finally determined pursuant to this Section 2.3, minus (iii) the amount of Seller Transaction Expenses as finally determined pursuant to this Section 2.3.2, plus (iv) the amount, if any, by which the Working Capital as finally determined pursuant to this Section 2.3.2 (the “Final Working Capital”) is greater than the Target Working Capital Amount, minus (v) the amount, if any, by which the Final Working Capital is less than the Target Working Capital Amount, plus (vi) Buyer’s Hawthorne Adjustment. Within ten (10) days after the determination of the Final Closing Amount:
    (x)    If the Final Closing Amount is less than the Estimated Closing Amount, then such difference shall be disbursed from the Adjustment Escrow Fund to Buyer; provided, however, that if the amount of the funds in the Adjustment Escrow Fund is less than the amount payable to Buyer under this Section 2.3.2(c)(x), in addition to the payment of the entire Adjustment Escrow Fund to Buyer, Seller and Principals shall be jointly and severally obligated to pay to Buyer an amount equal to the balance of such difference not satisfied from the Adjustment Escrow Fund; or
14
Asset Purchase Agreement

22624122-v3



    (y)    If the Final Closing Amount is greater than the Estimated Closing Amount, Buyer shall pay to Seller an amount equal to such difference.
(d)    Intentionally omitted.
    Within ten (10) days after the determination of the Final Closing Amount, Buyer and the Seller shall deliver a joint written instruction to the Escrow Agent instructing it to distribute all of the funds in the Adjustment Escrow Fund as follows: (A) to Buyer, the amount, if any, payable to Buyer under Section 2.3.2(d)(x), and (B) to Seller, the amount, if any, equal to all of the funds in the Adjustment Escrow Fund minus the amount, if any, payable to Buyer under Section 2.3.2(c)(x).
2.4    Intentionally Omitted.
2.5    Excluded Assets. Notwithstanding any term herein to the contrary, Seller is not selling, assigning, transferring, or delivering to Buyer, and Buyer is not purchasing, accepting, or acquiring from Seller, any assets specifically set forth below (the “Excluded Assets”):
a)all Cash of Seller, certificates of deposits, cash equivalents and bank accounts of the Sellers;
b)any and all rebates, refunds, awards, credit, or amounts due to Seller for business it conducted prior to the date of Closing;
c)any and all assets that may not be transferred to Buyer under applicable law;
d)any and all Excluded Contracts;
e)any and all Seller Plans;
f)any non-transferrable Permits;
g)Tax refunds to Seller attributable to Taxes paid by Seller in a Pre-Closing Period;
h)all Excluded Assets listed on Schedule 2.5.
2.6    Liabilities. Upon and subject to the terms and conditions of this Agreement, from and after the Closing the Buyer shall assume and become responsible solely for the obligations and liabilities under each Acquired Contract occurring from and after the Closing, to the extent that such obligations and liabilities do not arise from any breach, default or violation of such Acquired Contract by the Seller prior to the Closing (“Assumed Liabilities”). All other obligations and liabilities shall remain with and be the obligations and liabilities of the Seller. Notwithstanding the terms of this Section 2.6 or any other provision of this Agreement to the contrary, the Buyer shall not assume or become responsible for, and the Seller shall remain liable for the Retained Liabilities.
15
Asset Purchase Agreement

22624122-v3



2.7    Closing.
    2.7.1    Closing Date. Subject to the satisfaction or waiver of the conditions to Closing set forth in Section 5 (other than those to be satisfied at the Closing, but subject to their satisfaction or waiver at the Closing), the closing of the purchase and sale of the Assets (the “Closing”) shall be effected by exchanging true, complete and accurate copies of executed originals via electronic mail at 10:00 a.m. EST on the third Business Day following the satisfaction or waiver by the Party entitled to the benefit thereof of the conditions to Closing set forth in Error! Reference source not found. (other than those to be satisfied at the Closing, but subject to their satisfaction or waiver at the Closing), unless the Parties agree to effect the Closing at any other place, time or date. The date on which the Closing occurs is referred to herein as the “Closing Date” and the effective time at which the Closing occurs shall be 12:01 a.m. EST on the Closing Date.

2.7.2    Seller’s Deliveries at Closing. At the Closing, Seller will deliver or cause to be delivered to Buyer:

(a)A Bill of Sale in the form attached as Exhibit A-1 and Assignment and Assumption Agreement in the form attached as Exhibit A-2;

(b)A Manager Certificate in the form attached as Exhibit B duly executed by a duly authorized Manager of the Company, dated as of the Closing Date, certifying to the (i) organizational documents of the Seller (including the current limited liability company agreement and all amendments thereto), (ii) a certificate of good standing of the Seller issued by the Secretary of State of its organization within ten (10) days prior to the Closing Date, including a certified certificate of incorporation or comparable organizational document of Seller, (iii) the resolutions adopted by all of the manager(s) and members of the Seller authorizing Seller’s execution of this Agreement and the transactions contemplated hereby, and (iv) the incumbency of the manager of Seller executing this Agreement and the other transaction documents contemplated hereby by or on behalf of the Seller;

(c)Non-Disclosure and Non-Compete Agreements executed by Seller, Principals, and any non-Principal owners of Seller, in the form attached as Exhibit C;

(d)An Assignment of Intangible Assets and Intellectual Property Agreement executed by Seller in the form attached as Exhibit D (the “IP Assignment”);
(e)A countersigned copy of the employment agreements between Buyer and each of the Principals, respectively, in the forms attached hereto as Exhibit E-1, E-2, and E-3 (collectively, the “Employment Agreements”);
16
Asset Purchase Agreement

22624122-v3




(f)a Form W-9 duly executed by Seller;
(g)a clearance certificate or similar document(s) with respect to the relevant state and local tax jurisdictions in which the Seller is conducting the Business or holding any Assets;
(h)an executed payoff letter in a form as is acceptable to the Buyer in its reasonable discretion for all Indebtedness (other than Assumed Indebtedness and for the PPP Loan, but including the EIDL Loan), which include a per diem interest amount and an authorization (upon payment of such Indebtedness) to file all UCC termination statements and releases necessary to evidence satisfaction and termination of such Indebtedness and to enable the release of any Liens relating thereto, along with wire transfer instructions for each holder of such Indebtedness;
(i)a counterpart to the Funds Flow executed by Seller and Principals;
(j)Intentionally omitted;
(k)Intentionally omitted;
(l)An executed Escrow Agreement executed by Seller and Escrow Agent;
(m)A final copy of the Working Capital Example;
(n)Executed copies of all consents, approvals, orders or authorizations of, or registrations, declarations or filings with, or notices to, any Governmental Authority or other Person listed in Schedule 3.10(c), including without limitation the consent of the landlord under any Lease, which consent shall be obtained at Seller’s sole cost and expense;
(o)The Estimated Closing Statement;
(p)A copy of the fully executed PPP Loan Escrow Agreement by Seller and PPP Lender, and evidence reasonably satisfactory to Buyer that the escrow account for the PPP Loan is fully funded as required under SBA guidance and the PPP Lender has consented to the transactions contemplated by this Agreement;

(q)a non-foreign affidavit dated as of the Closing Date from the Seller, sworn under penalty of perjury and in form and substance required under the Treasury Regulations issued pursuant to Section 1445 of the Code stating that the Seller is
17
Asset Purchase Agreement

22624122-v3



not a “foreign person” as defined in Section 1445 of the Code (a “FIRPTA Certificate”);

(r)The Financial Statements, to the extent not already provided; and

(s)Such other documents and instruments as may be reasonably requested to effect the transactions contemplated hereby.

Simultaneously with such deliveries, Seller shall use commercially reasonable efforts to take such steps as are necessary to put Buyer in actual possession and control of the Assets at Closing.

2.7.3    Buyer’s Deliveries at Closing. At the Closing, Buyer shall deliver or cause to be delivered to or for the benefit of Seller the following instruments:
    
(a) A wire transfer to be delivered to Seller in the total amount of the Estimated Closing Amount;

(b)Resolutions from the Buyer and Issuer authorizing consummation of the transactions contemplated by the Agreement in the form attached as Exhibit G-1 and G-2, respectively;

(c)evidence of book-entry delivery of the Closing Shares and Additional Consideration;

(d)A counterpart signature to each of the Employment Agreements executed by Buyer;
(e)A counterpart signature to the IP Assignment executed by Buyer;
(f)A counterpart signature to the Funds Flow executed by Buyer;

(g)An executed Escrow Agreement executed by Buyer; and
(h)Such other documents and instruments as may be reasonably requested to effect the transactions contemplated hereby.

3.REPRESENTATIONS AND WARRANTIES OF SELLER AND PRINCIPALS

Subject to the disclosures set forth in the Disclosure Schedules attached hereto, Seller and Principals, jointly and severally, represent and warrant to Buyer and Issuer that the statements contained in this Article 3 are true and correct as of the Effective Date and will be true and correct as of the Closing Date, in each case except to the extent any such representations and
18
Asset Purchase Agreement

22624122-v3



warranties are specifically made as of a particular date (in which case such representations and warranties need only be true and correct as of such date):

3.1Organization; Authority; No Violation of Other Instruments.
3.1.1Seller is a limited liability company doing business as “HGS Hydro” and “Powered by HGS Hydro.” Seller is duly organized, validly existing and in good standing under the laws of the state of its formation, and has full power and authority to own, operate or lease the Assets of the Business. The Seller is duly qualified to conduct business under the laws of each jurisdiction in which the nature of the Business or the ownership of the Assets or ownership or leasing of its properties requires such qualification.
3.1.2The execution and delivery of this Agreement and the performance hereunder by Seller have been duly authorized by all necessary actions on the part of Seller and, assuming execution of this Agreement by Buyer and Issuer, this Agreement will constitute a legal, valid and binding obligation of Seller and Principals, duly enforceable against Seller and Principals, except as such enforcement may be limited by the application of bankruptcy, insolvency, reorganization, moratorium, or other laws affecting creditors’ rights generally and as such enforcement may be limited by the availability of specific performance and the application of equitable principles, regardless of whether enforcement is sought in a proceeding at law or in equity.

3.2Capitalization; Subsidiaries. All capital and voting interests in the Seller are owned by the Members as shown on Schedule 3.2. The Seller has no subsidiaries or parents.

3.3Ownership and Delivery of Assets. Seller is the true and lawful owner of the Assets and has all necessary power and authority to transfer the Assets to Buyer free and clear of all liens and encumbrances other than Permitted Liens. No other person will have on the Closing Date, any direct or indirect interest in any of the Assets. Upon delivery to Buyer of the Bill of Sale attached as Exhibit A-1, and other instruments of conveyance with respect to the Assets as indicated in Section 2.7.2, Buyer will acquire good and valid title to the Assets free and clear of all Liens other than Permitted Liens. The Assets are sufficient for the conduct of the Seller’s Business as presently conducted and together with the Excluded Assets comprise all of the assets and material rights of Seller currently used in the Business. Each tangible Asset is free from material defects, has been maintained, in all material respects, in ordinary course of Seller’s business, and is in good operating condition and repair (subject to normal wear and tear and routine maintenance) and is suitable for the purposes for which it presently is used.  Except as detailed on Schedule 3.3, the Seller does not own nor has it ever owned any real property or any interest in real property.
19
Asset Purchase Agreement

22624122-v3



3.4Indebtedness. All of the Indebtedness of Seller as of the Effective Date is set forth in Schedule 3.4(a). Except as set forth on Schedule 3.4(b) (the “Assumed Indebtedness”), any and all Indebtedness as of the Closing Date, including Indebtedness in respect of which Liens encumber the Assets, shall be paid off in full or otherwise fully satisfied, before or at the Closing.

3.5Compliance with Law; No Conflicts. The Seller holds and has at all times since inception of the Business held, all licenses, Permits and authorizations necessary for the lawful conduct of the Business pursuant to all applicable statutes, laws, ordinances, rules and regulations of all governmental bodies, agencies and subdivisions having, asserting or claiming jurisdiction over the Business or over any part of the Business’ operations, and to Seller’s knowledge, the Business is not in violation thereof. The Seller has not received written notice of violation of any decree, judgment, order, law or regulation of any court or other governmental body. Schedule 3.5 lists all Permits of the Seller, each of which is current and in good standing. The execution, delivery and performance of this Agreement and its Exhibits, the consummation of the transactions contemplated hereby and thereby and the fulfillment of the terms hereof and thereof will not: (a) conflict with, or result in a breach or violation of the Seller organizational documents or operating agreement; (b) conflict with, or result in a material default (or would constitute a default but for a requirement of notice or lapse of time or both) under any document, agreement or other instrument to which Seller is a party or result in the creation or imposition of any Lien, charge or encumbrance on any of Seller’s properties pursuant to (i) any law or regulation to which the Seller or any of its property or assets are subject, or (ii) any judgment, order or decree to which Seller is bound or any of its property or assets are subject; or (c) violate any law, order, judgment, rule, regulation, decree or ordinance to which Seller is subject, or by which Seller is bound.

3.6Investments in Others. Neither the Seller nor the Principals (nor any of their respective affiliates) operates any part of the Business through any other person or entity. As of the Closing Date, the Seller and its respective Affiliates (including without limitation, Principals) do not own or operate any Competitive Business (as defined below). For purposes of this Agreement, “Competitive Business” means a business that consists of the sale of hydroponic equipment and supplies for any market, including without limitation retail, wholesale, e-commerce and commercial sales, or any business that otherwise competes, directly or indirectly, with the Seller’s Business.

3.7Financial Statements; Inventory; PPP Loans; EIDL Loans.

3.7.1Schedule 3.7.1 attaches or will attach audited consolidated financial statements of the Seller for each of 2019 and 2020 (the “Audited Financial Statements” to be attached at Closing), the Most Recent Balance Sheet (for the Effective Date and the Closing Date), and the unaudited consolidated financial statements of the Seller for the first quarter of 2021 (on the Effective Date), and for any additional completed quarter of 2021 at the time of Closing (the
20
Asset Purchase Agreement

22624122-v3



“Interim Financial Statements” and together with the Audited Financial Statements and the Most Recent Balance Sheets, the “Financial Statements”). For the avoidance of doubt, Schedule 3.7.1 will be updated to attach Financial Statements received after the Effective Date. The books and records of the Seller accurately reflect, in all material respects, the assets, liabilities, business, financial condition and results of operations of the Seller. The Financial Statements are consistent with the books and records of the Sellers, and accurately present the financial condition of the Seller as of the respective dates they were prepared and the results of the operations of the Seller for the periods indicated.
3.7.2Other than Obsolete Inventory or Slow-Moving Inventory, all Inventory of the Sellers, whether or not reflected on the Most Recent Balance Sheet, consists of a quality and quantity usable and saleable in the ordinary course of Seller’s business, except for obsolete items and items of below-standard quality which have been written-off or written-down to net realizable value on the Financial Statements.
3.7.3Schedule 3.7.3 sets forth a complete and correct list of all outstanding PPP Loans and EIDL Loans for the Seller, as well as the outstanding balance thereof, as of the most recent date for which balances were available, and the status of any requests for forgiveness of such PPP Loans. The Seller has provided to the Buyer true, complete and correct copies of the Buyer’s application for the PPP Loans and EIDL Loans, and all information submitted to the PPP Lender and EIDL Lender in support thereof. To its Knowledge in good faith, Seller meets the eligibility requirements for application and receipt of the PPP Loan and EIDL Loan and is otherwise in compliance in all material respects with the CARES Act with respect to the same. Seller has used 100% of the proceeds of such PPP Loan solely for PPP Forgivable Uses, and has used the EIDL Loan solely for permitted purposes under the Covid-19 Economic Injury Disaster Loan terms pursuant to the CARES Act.
3.7.4The Seller has completed an application for the forgiveness of the PPP Loan reflecting that the Seller has used 100% of the proceeds of the PPP Loan for PPP Forgivable Uses, which application has been submitted, together with any and all required supporting documentation (collectively, with such application, a “Forgiveness Application”), to the PPP Lender and the PPP Lender has not rejected and has accepted the Forgiveness Application. Without limiting the foregoing, except for the consent of the PPP Lender, no other consent is required to be obtained from the PPP Lender and the Small Business Administration with respect to the PPP Loan in connection with the consummation of the transactions contemplated hereunder, and no default, event of default or similar condition that gives the PPP Lender or the Small
21
Asset Purchase Agreement

22624122-v3



Business Administration the right to accelerate the PPP Loan or reject the eligibility of all or a portion of the PPP Loan for forgiveness. The Seller is responsible for making its own independent judgment with respect to the PPP Loan and the process leading thereto and all considerations thereafter, including with respect to any application for forgiveness of the PPP Loan, and has not relied on Buyer or any of its respective Affiliates with respect to the PPP Loan and the process leading thereto and all considerations thereafter, including with respect to any application for forgiveness of the PPP Loan, and acknowledges and agrees that the Buyer and its Affiliates have not rendered services, or provided any advice, of any nature in connection with the PPP Loan, the CARES Act or the process leading thereto, any application for forgiveness or otherwise (and will not make any claim that any Buyer or any Affiliates thereof have rendered any such services or provided such advice).
3.7.5Without limiting the foregoing, except for the consent of the EIDL Lender, no other consent is required to be obtained from the EIDL Lender and the Small Business Administration with respect to the EIDL Loan in connection with the consummation of the transactions contemplated hereunder, and no default, event of default or similar condition that gives the EIDL Lender or the Small Business Administration the right to accelerate the EIDL Loan. The Seller is responsible for making its own independent judgment with respect to the EIDL Loan and the process leading thereto and all considerations thereafter, and has not relied on Buyer or any of its respective Affiliates with respect to the EIDL Loan and the process leading thereto and all considerations thereafter, and acknowledges and agrees that the Buyer and its Affiliates have not rendered services, or provided any advice, of any nature in connection with the EIDL Loan, the CARES Act or the process leading thereto (and will not make any claim that any Buyer or any Affiliates thereof have rendered any such services or provided such advice).

3.8Absence of Undisclosed Liabilities. The Business does not have any Indebtedness or liabilities (fixed or contingent, known or unknown, accrued or unaccrued) other than those enumerated in the Financial Statements.

3.9Taxes. Seller is a limited liability company which is classified for U.S. federal, State and local income tax purposes as a partnership. Seller has prepared and timely filed all Tax Returns required to be filed by it with respect to the Business and Assets, each such Tax Return has been prepared in compliance with all applicable laws and regulations, and all such Tax Returns are true, complete and accurate. All Taxes with respect to the Assets or Business due and payable by the Seller or its owners (whether or not shown or required to be shown on any Tax Return) have been timely paid, with or without permitted extensions of time to file any Tax Return. The Seller has or will have withheld and timely paid to the appropriate Governmental Authority all Taxes required to have been withheld and paid by it in connection with amounts paid or owing to any
22
Asset Purchase Agreement

22624122-v3



employee, independent contractor, creditor, stockholder, or other third party, and all Forms W-2 and 1099 required with respect thereto have been properly completed and timely filed. Schedule 3.9 attached hereto sets forth each jurisdiction in which Seller or its owners has filed, or will file for the current period, Tax Returns that relate to the Assets or the Business. There is no proceeding pending or, to Seller’s knowledge, threatened with respect to any Taxes for which the Seller or its owners have or may have any liability. The Seller (or its Members and/or Managers on behalf of Seller) have not waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency. There are no Liens for Taxes on any of the Assets. The Seller (i) is not a party to any Tax sharing, Tax allocation, Tax indemnity or similar contract other than any such contract entered into in the ordinary course of business the primary purpose of which is not related to Taxes, (ii) has never been a member of an affiliated, consolidated, combined, or unitary group and (iii) has no liability for the Taxes of any other Person. In accordance with and to the extent required by applicable law, the Seller has properly (x) collected and remitted all sales and similar Taxes with respect to sales made to its customers and (y) for all sales that are exempt from sales and similar Taxes and that were made without charging or remitting sales or similar Taxes, obtained, filed or delivered, as the case may be, valid sales and other transfer tax exemption certificates for all transactions in which the Seller or any customer of the Seller has relied on such certificates for exemption from sales or similar transfer taxes; and each such exemption certificate was correct and complete in all material respects at the time of the applicable sale or other transfer. The Seller (or its Members and/or Managers behalf of Seller) are not currently the beneficiary of any extension of time within which to file any Tax Return. There have never been any claims by any Governmental Authority in a jurisdiction where the Seller or its owners do not file Tax Returns that any of them is or may be subject to taxation by that jurisdiction. Seller or its owners are not a “foreign person” within the meaning of Section 1445 of the Code. The Seller or its owners are not subject to any private ruling of the Internal Revenue Service or comparable ruling of another Governmental Authority. The Assets do not include any stock or other equity interests in any Person. No power of attorney that is currently in effect has been granted by the Seller that will remain in effect after the Closing (other than powers of attorney granted to a payroll provider). None of the Assets is tax-exempt use property within the meaning of Section 168(h) of the Code. None of the Assets is (i) required to be treated as owned by another person pursuant to the so-called “safe harbor lease” provisions of former Section 168(g)(1)(A) of the Internal Revenue Code of 1954, as amended, or (ii) subject to Section 168(g)(1)(A) of the Code, (iii) subject to a disqualified leaseback or long-term agreement as defined in Section 467 of the Code, or (iv) subject to any long term contract within the meaning of Code Section 460. The Seller is not currently, and has not been, a party to any “listed transaction” or “reportable transaction” as defined in Section 6707A(c)(2) of the Code and Section 1.6011-4(b)(2) of the Treasury Regulations (as modified by published IRS guidance).

3.10Contracts. The Seller has delivered to the Buyer a complete and accurate copy of all “Acquired Contracts” and “Excluded Contracts,” which together constitute all contracts to which Seller is a party, and listed the same in Schedules 3.10(a) and 3.10(b), respectively, showing for each, the names of the parties, the name of the contract and the effective date of the same. With
23
Asset Purchase Agreement

22624122-v3



respect to each Acquired Contract and Excluded Contract: (i) the agreement is legal, valid, binding and enforceable against the Seller and to Seller’s knowledge the other party or parties thereto and in full force and effect; (ii) each Acquired Contract is assignable by Seller to the Buyer without the consent or approval of the counterparty(ies) thereto or any other third party or Governmental Authority (except as specified in Schedule 3.10(c)); and (iii) neither the Seller nor, to Seller’s knowledge, any other party to each Acquired Contract or Excluded Contract, is in breach or violation of, or default under, any such Acquired Contract or Excluded Contract, and no event has occurred, is pending or, to the Seller’s knowledge is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Seller or, to Seller’s knowledge, any other party under such Acquired Contract or Excluded Contract.
3.11Customers and Suppliers. Schedule 3.11 sets forth a list of (a) Seller’s top twenty customers based on the revenues derived from customers during the 12-month period immediately prior to the Effective Date and the amount of revenues accounted for by each such customer during such period (each a “Material Customer” and collectively, the “Material Customers”), and (b) each supplier that is Seller’s sole and exclusive supplier of any material product or service supplied to Seller, as well as Seller’s top twenty suppliers based on the payments made to such suppliers during the 12-month period immediately prior to the Effective Date and the amount of payments made to each such supplier during such period (each a “Material Supplier” and collectively, the “Material Suppliers”). No such Material Customer or Material Supplier has provided Seller with written notice (or to Seller’s knowledge, oral notice) within the past year that it will stop, or decrease the rate of, buying or supplying products or services to or from Seller. In the past year, there has not been any (x) loss of a Material Supplier or Material Customer, or (y) to the Seller’s knowledge, indication from any Material Supplier or Material Customer that it intends to (i) materially reduce the level of business which it does with Seller, (ii) amend the material terms of any agreement between such supplier or customer and Seller, or (iii) terminate or not renew any Contract it may have with Seller.

3.12Warranties. No product or service sold or delivered by Seller is subject to any guaranty, warranty, right of return, right of credit or other indemnity.
3.13Intellectual Property.
3.13.1Schedule 3.13.1 lists all material Intellectual Property owned or purported to be owned by Seller and identifies all applications or registrations therefor including without limitation all patents, patent applications, material unregistered copyrights, copyright registrations or applications therefor, mask work registrations or applications therefor, common law trademarks and service marks, registrations and applications for trademarks and service marks, domain name registrations, and social media accounts for Seller. Such Schedule also provides, where applicable, the specific owner of record for
24
Asset Purchase Agreement

22624122-v3



each item, the current status, the jurisdiction, and deadlines associated with maintenance or prosecution coming due in the next 6 months.

3.13.2The Seller owns or has the right to use all Intellectual Property necessary to operate the Business (the “Seller IP”) and all such ownership or rights (in the case of licensed Intellectual Property) in the Seller IP is included in the Assets. The Seller has taken reasonable measures to maintain in confidence all trade secrets and confidential information, that it owns or uses and is in compliance with any non-disclosure or similar contracts that it has entered into. No other person or entity has any rights to any of the Intellectual Property owned or purported to be owned by the Seller (except pursuant to agreements or licenses specified in Schedule 3.13.4), and, to Seller’s knowledge, no other person or entity is infringing, violating or misappropriating any of the Intellectual Property owned or purported to be owned by the Seller.
3.13.3Neither the operation of the Business nor any of the Intellectual Property owned by or purported to be owned by the Seller, or the marketing, distribution, provision or use thereof, infringes or violates, or constitutes a misappropriation of, any Intellectual Property rights of any person or entity. Schedule 3.13.3 lists any written complaint, claim or notice, or written threat thereof, received by the Seller in the past three (3) years alleging any infringement, violation or misappropriation of any Intellectual Property rights of any person or entity by the Seller.

3.13.4Schedule 3.13.4 identifies each license or other agreement pursuant to which the Seller has granted a right to any third party, including license, sublicense, distribution, or other rights to any third party with respect to, any of the Seller IP. Except as explicitly identified in Schedule 3.13.4, the Seller has not agreed to indemnify any person or entity against any infringement, violation or misappropriation of any Intellectual Property rights.
3.13.5Other than off the shelf software programs licensed by the Seller pursuant to “shrink wrap” or “click-through” licenses, Schedule 3.13.5 identifies each item of Intellectual Property used or held for use by the Seller that is owned by a party other than the Seller, and the license or agreement pursuant to which Seller uses it. The Seller does not own any proprietary software.
3.13.6All of the Intellectual Property owned or purported to be owned by Seller has been created by (i) employees of the Seller within the scope of their employment by the Seller and either governed by the doctrine of work-for-hire or expressly assigned to Seller in a written and enforceable assignment; or (ii) independent contractors of the Seller who have executed written and
25
Asset Purchase Agreement

22624122-v3



enforceable agreements providing a present assignment of all right, title and interest in such Intellectual Property to the Seller. No party other than the Seller owns any of the Intellectual Property owned or purported to be owned by Seller. No person owns any of the Seller IP except for Seller.
3.13.7In connection with any collection or use of personally identifiable information from third parties, which is described on Schedule 3.13.7, the Seller has complied with (i) all applicable laws in all relevant jurisdictions including without limitation all laws relating to privacy and data protection; (ii) all industry guidance and best practices, and (ii) its publicly available privacy policy relating to the collection, storage, use and transfer of all personally identifiable information collected by the Seller. There have been no security incidents related to any personally identifiable information collected or held by Seller including without limitation any actual or suspected unauthorized access to or use of any of Seller’s Internal Systems or any personally identifiable information held by Seller.

3.14Absence of Certain Changes or Events. Since December 31, 2020, there have been no events or changes giving rise to a Material Adverse Effect and Seller has operated the Business in the ordinary course consistent with past practices. Without limiting the generality of the foregoing, except as disclosed on Schedule 3.14, since December 31, 2020:

    (a) Seller has not entered into any contract involving more than $10,000 in payments to or from Seller in any given calendar year, or any contract outside the ordinary course of business, or ordered Inventory outside of the ordinary course of business,

    (b) No party (including Seller) has terminated, cancelled, or amended, modified or accelerated any Acquired Contract,

    (c) Seller has not imposed or become subject to any Liens upon any of its assets or property, other than Permitted Liens,

(d) Seller has not created, incurred, assumed, or guaranteed any Indebtedness,

    (e) Seller has not sold leased, transferred, or assigned any of its material assets, other than sales of inventory in the ordinary course of business,

    (f) Seller has not made any material change in accounting policies, principles, or methodologies or in the manner Seller keeps its books and records or any change by Seller of its current practices with regard to accounting for sales, receivables, payables, or accrued expenses (including any change in depreciation or amortization policies or rates),

26
Asset Purchase Agreement

22624122-v3



    (g) Seller has not failed to pay and discharge any current liabilities or agree with any party to extend the payment of any current liabilities,

    (h) Seller has not, other than with respect to this Agreement, sold, assigned, transferred, leased, licensed, or otherwise disposed of, or agreed to sell, assign, transfer, lease, license, or otherwise dispose of, any asset or property having a value in excess of $10,000 individually, or $25,000 in the aggregate,

    (i) Seller has not made any capital expenditure or commitment for additions to property and equipment or intangible capital assets in excess of $25,000, individually, or $50,000 in the aggregate,

    (j) Seller has not (i) increased the base salary, annual bonus, benefits or any other form of
compensation payable to any of the Seller's Employees or (ii) entered into, adopted or, except as and to the extent required by applicable Law, amended any Seller Plan,

    (k) Seller has not entered into any collective bargaining agreement or relationship with any labor organization, and

    (l) Seller has not authorized or entered into any contract to do any of the foregoing.

3.15Litigation. Except as set forth on Schedule 3.15, Seller is not a party to any pending or, to the knowledge of Seller, threatened action, suit, proceeding or investigation, at law or in equity or otherwise in, for or by any court or other Governmental Authority; nor, to the knowledge of Seller, does any basis exist for any action, suit, proceeding or investigation. The Business and Assets are not subject to any decree, judgment, order, law or regulation of any court or other governmental body. There is no action, proceeding, or investigation pending or threatened, or any basis therefor known to Seller, that questions the validity of the Agreement and Exhibits or the right of Seller and Principals to enter into the Agreement and the Exhibits or to consummate the transactions contemplated by the Agreement and the Exhibits.

3.16Affiliate Transactions. Except as set forth on Schedule 3.16, no officer, employer, director or affiliate of the Seller or Principals (nor any ancestor, sibling, descendant or spouse of any of such persons, or any trust, partnership or corporation in which any of such Persons has or has had an economic interest) has or has had, directly or indirectly, (i) an economic interest in any person that purchases from or sells or furnishes to, the Seller, any material goods or services, or (ii) a beneficial interest in any Acquired Contract or Excluded Contract to which the Seller is a party or by which its properties or assets are bound.

3.17Environmental Matters.
27
Asset Purchase Agreement

22624122-v3



3.17.1The Seller has complied with all applicable Environmental Laws. There is no pending or, to Seller’s knowledge, threatened civil or criminal litigation, written notice of violation, formal administrative proceeding, or investigation, inquiry or information request by any Governmental Authority, relating to any Environmental Law involving Seller, any Permits or the Assets.

3.17.2The Seller has no liabilities or obligations arising from the release of any Materials of Environmental Concern into the environment or from the storage, disposal or handling of any Materials of Environmental Concern.

3.17.3The Seller is not a party to or bound by any court order, administrative order, consent order or other agreement with any Governmental Authority entered into in connection with any legal obligation or liability arising under any Environmental Law.

3.17.4The Seller is not aware of any material environmental liability of any solid or hazardous waste transporter or treatment, storage or disposal facility that has been used by the Seller.
3.18Real Property Leases. Schedule 3.18 lists all leases and subleases for real property to which Seller is a party (collectively, the “Leases”) and lists the term of each such Lease, any extension options, and the rent payable thereunder. The Seller has delivered to the Buyer complete and accurate copies of all Leases. The premises leased by Seller under each such Lease is suitable for use in the ordinary course of business of the Business as currently conducted and, to Seller’s knowledge, is not subject to any material damage (other than ordinary wear and tear). With respect to each Lease: (a) there are no oral agreements, forbearance programs or to Seller’s Knowledge, disputes in effect as to such Lease, in each case between Seller and the counterparty thereto; and (b) to Seller’s knowledge, there is no Lien, easement, covenant or other restriction applicable to the real property subject to such Lease which would reasonably be expected to materially impair the current uses or the occupancy by the Seller of the property subject thereto.

3.19Limitations on Transferability. Seller acknowledges that the Shares are being issued pursuant to exemption from registration as securities under applicable federal and state law. Seller covenants that in no event will Seller dispose of any of the Shares (other than pursuant to Rule 144 or any similar or analogous rule) without the prior written consent of Issuer, which shall not unreasonably be withheld, conditioned or delayed. The stock certificate representing the Shares shall display the following legend:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS, AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1)
28
Asset Purchase Agreement

22624122-v3



A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) AN EXEMPTION FROM SUCH REGISTRATION EXISTS AND THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS.”

3.20Accredited Investor. Seller hereby warrants that it is an Accredited Investor under the Securities Act of 1933 (the “Act”).
3.21No Registration of Shares. Seller is aware that the Shares have not been registered under the Act, and that the Shares are deemed to constitute “restricted securities” under Rule 144 promulgated under the Securities Act (“Rule 144”). Seller also understands that the Shares are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon Seller’s representations contained in this Agreement.
3.22Purchase for Own Account. As of the Closing, Seller is acquiring the Shares for its own account and has no present intention of distributing or selling the Shares, except as permitted under the Act and applicable state securities laws.
3.23Knowledge and Experience. Seller has sufficient knowledge and experience in business and financial matters to evaluate the Buyer and the Issuer, its existing and proposed activities and the risks and merits of this investment. Seller has the ability to accept the risk inherent in this type of investment.
3.24Adequate Review. Seller hereby represents and warrants to the Issuer and the Buyer that: (i) it has been advised by the Issuer to review the periodic reports, and filings made by the Issuer under the Securities Exchange Act of 1934 together with other public filings the Issuer has made on the SEC EDGAR system; (ii) that all documents, records, and books pertaining to the acquisition of the Shares as may have been requested by the Seller have been made available or delivered to, and have been examined by, the Seller; (iii) it has received all of the information it has requested from Buyer or Issuer that it considers necessary or appropriate for deciding whether to acquire the Shares; (iv) it has had an opportunity to ask questions and receive answers from Buyer and Issuer regarding the Shares; (v) it has not relied upon the Issuer, the Buyer or any of their respective representatives for any such investigation or assessment of risk; and (v) it understands the significant risks of this investment, including but not limited to the fact that the value of the Shares can increase or decrease after the date of issuance.

3.25 Independent Investigation. Seller represents that, except as set forth in this Agreement, no representations or warranties have been made to Seller by the Buyer, the Issuer or any of their
29
Asset Purchase Agreement

22624122-v3



respective officers, directors or agents, employees or affiliates of any of them, and that in entering into this transaction, the Seller is not relying upon information other than that contained in this Agreement and the results of its own independent investigation.
3.26Capacity to Protect Own Interests. Seller has the capacity to protect its own interests in connection with the acquisition of the Shares by virtue of its business or financial expertise.
3.27Residence. Seller represents that the office of Seller in which its investment decision was made is located at the address of Seller set forth on the signature page hereto.
3.28Brokers and Finders. The Seller represents that it has not retained any Brokers in connection with the transactions contemplated hereby.
3.29Employees.
3.29.1Schedule 3.29.1 contains a list of all employees of the Seller (the “Seller Employees”), and with respect to each such Seller Employee, the date of hire, position and the annual rate of compensation (including wages, commissions and bonus opportunity); vacation accrued as of a recent date; and service credited as of a recent date for purposes of vesting and eligibility to participate under any Seller Plan; and all bonuses and any other amounts to be paid by the Seller at or in connection with the Closing. Schedule 3.29.1 also sets forth the legal employment status of each Seller Employee who is not a U.S. citizen.

3.29.2Each such agreement referenced in the preceding sentence is assignable by the Seller to the Buyer, without the consent or approval of any party and will continue to be legal, valid, binding and enforceable and in full force and effect immediately following the Closing to the same extent as in effect immediately prior to the Closing. No Seller Employee has been promised, orally or in writing, any increase in compensation, bonus or benefits, and no Seller Employee has indicated to the Seller any dissatisfaction with his or her current compensation level. To the knowledge of the Seller, no Seller Employee has any plans to terminate employment with the Seller (other than for the purpose of accepting employment with the Buyer following the Closing) or not to accept employment with the Buyer.

3.29.3Schedule 3.29.3 sets forth a true and complete list of all independent contractors of the Seller, including for each such independent contractor, the contractor’s beginning service date, the beginning and end of any prior terms of service and the current compensation payable to such contractor.

30
Asset Purchase Agreement

22624122-v3



3.29.4Except as set forth in Schedule 3.29.4, the Seller is, and at all times has been, in compliance with all applicable Laws relating to employees and employment matters, including applicable wage and hour Laws, nondiscrimination Laws and immigration Laws. There are no pending, or the knowledge of the Seller, threatened, complaints before any employment standards tribunal or human rights tribunal, court or employment tribunal and there are no pending or threatened workers’ compensation, discrimination or other employee claims. All individuals characterized and treated by the Seller as independent contractors are properly treated as independent contractors under all applicable Laws. The Seller has maintained all records required by applicable Law and good human resources practices regarding the employment of each Seller Employee. The Seller has provided all Seller Employees with all wages, benefits, service payments, per diem, relocation benefits, commissions, equity, stock options, bonuses and incentives and any and all other compensation (in whatever form or nature) which became due and payable through the date of
this Agreement and in compliance with all Laws.

3.29.5The Seller is not a party to nor is bound by any collective bargaining agreement, nor has it experienced any strikes, grievances, claims of unfair labor practices or other collective bargaining disputes. The Seller has no knowledge of any organizational effort made or threatened, either currently or within the past three years, by or on behalf of any labor union with respect to Seller Employees.

3.30Seller Plans.
3.30.1Schedule 3.30.1 contains a complete and accurate list of each Seller Plan. Complete and accurate copies of (i) all Seller Plans which have been reduced to writing, (ii) written summaries of all unwritten Seller Plans, and (iii) all related trust agreements, insurance contracts and summary plan descriptions have been delivered or made available to the Buyer.

3.30.2Each Seller Plan is and at all times has been operated and maintained in material compliance with its terms and the requirements of applicable Law, including the Code and ERISA. With respect to each Seller Plan, as of the Closing Date, all contributions and other payments (including all premiums, employer contributions and employee salary reduction contributions) required to be made to, under or with respect to each Seller Plan for any period ending on the Closing Date will have been made, and there are no pending or, to the Knowledge of the Seller, threatened, Actions with respect to the Seller Plans other than routine claims for benefits. The Buyer shall not be subject to any Liability with respect to a Seller Plan.

31
Asset Purchase Agreement

22624122-v3



3.30.3At no time has the Seller or any ERISA Affiliate been obligated to contribute to any “multiemployer plan” (as defined in Section 4001(a)(3) of ERISA), any defined benefit plan subject to the provisions of Section 412 of the Code, any “multiple employer welfare arrangement” (as defined in Section 3(40) of ERISA), or any multiple employer plan (as defined in Section 413(c) of the Code).

3.30.4There are no unfunded obligations under any Seller Plan providing benefits after termination of employment to any Seller Employee (or to any beneficiary of any such Seller Employee), including but not limited to retiree health coverage and deferred compensation, but excluding continuation of health coverage required to be continued under Section 4980B of the Code or other applicable law and insurance conversion privileges under state law.

3.30.5The execution and delivery of this Agreement and performance of the transactions contemplated hereby will not (either alone or upon the occurrence of any additional or subsequent events) (i) entitle any current or former Seller Employee to severance pay, or a transaction or retention bonus, unemployment compensation or any other payment or additional compensation, (ii) accelerate the time of payment or vesting, or increase the amount of compensation due any such employee, officer, director or independent contractor, or (iii) result in any breach or violation of, or a default under, any Seller Plan.

3.31Full Disclosure. The representations and warranties of Seller and Principals contained in this Agreement and the schedules hereto, when read together, do not contain any untrue statement of a material fact or omit any material fact necessary to make the statements contained therein or herein in view of the circumstances under which they were made not misleading.

4.REPRESENTATIONS AND WARRANTIES OF BUYER AND ISSUER

Buyer and Issuer hereby jointly and severally represent and warrant to Seller and Principals the following, which are true and correct as of the Effective Date, in each case except to the extent any such representations and warranties are specifically made as of a particular date (in which case such representations and warranties need only be true and correct as of such date):

4.1Corporate Organization and Authority. Buyer and Issuer are Delaware and Colorado Corporations, respectively, duly organized, validly existing, authorized to exercise their respective corporate powers, rights and privileges in Delaware and Colorado, and in good standing in the States of Delaware and Colorado, respectively.

4.2Authorization. All corporate action on the part of Buyer and Issuer, its officers, directors, and stockholders necessary for the authorization, execution, delivery, and performance of all
32
Asset Purchase Agreement

22624122-v3



obligations under this Agreement and for the issuance of the Shares has been taken, and this Agreement constitutes a legally binding and valid obligation of Buyer and Issuer, respectively, enforceable in accordance with its terms.

4.3Corporate Power. Buyer and Issuer have all requisite legal and corporate power and authority to execute and deliver this Agreement and Exhibits, to sell and issue the Shares, and to carry out and perform their respective obligations under the terms of the Agreement.

4.4Litigation. There is no action, proceeding, or investigation pending or threatened, or any basis therefor known to Buyer or Issuer, that questions the validity of the Agreement or the right of Buyer or Issuer to enter into the Agreement or to consummate the transactions contemplated hereby. No event has occurred, or circumstances exist that may give rise or serve as a basis for any such action.

4.5Brokers and Finders. Each of the Buyer and Issuer represents that it has not retained a Broker in connection with the transactions contemplated by this Agreement, and Buyer and Issuer shall jointly and severally indemnify, defend and hold Seller harmless from any breach of the representation herein set forth

4.6No Conflicts. The execution, delivery and performance of this Agreement and its Exhibits, the consummation of the transactions contemplated hereby and thereby and the fulfillment of the terms hereof and thereof will not: (a) conflict with, or result in a breach or violation of the Buyer or Issuer organizational documents; (b) conflict with, or result in a default (or would constitute a default but for a requirement of notice or lapse of time or both) under any document, agreement or other instrument to which Buyer or Issuer is a party or result in the creation or imposition of any lien, charge or encumbrance on any of Buyer’s or Issuer’s properties pursuant to (i) any law or regulation to which the Buyer or Issuer or any of their property is subject, or (ii) any judgment, order or decree to which Buyer or Issuer is bound or any of its property is subject; or (c) violate any law, order, judgment, rule, regulation, decree or ordinance to which Buyer or Issuer is subject, or by which Buyer or Issuer is bound.

4.7Validity of Shares. As of the Closing, the Shares will be duly authorized and, when issued and paid for in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable to Seller, free of any liens, claims or other encumbrances, except for restrictions on transfer provided for herein or under the Act, or other applicable securities laws. The sale and issuance of the Shares hereunder is exempt from the registration requirements of the Securities Act and other applicable securities laws.

4.8Sufficient Funds. Buyer will have at the Closing (through existing credit arrangements, capital calls or otherwise) sufficient funds available to pay the Cash Purchase Price.

4.9Independent Investigation. Buyer has had the opportunity to conduct all such due diligence investigation of the Assets, Assumed Contracts and the Assumed Liabilities as Buyer
33
Asset Purchase Agreement

22624122-v3



deems necessary or advisable in connection with entering into this Agreement and the other transactions contemplated hereby and have conducted to Buyer’s satisfaction an independent investigation and verification of the current condition and affairs of the Assets, Assumed Contracts and the Assumed Liabilities.

4.10Exclusivity of Representations. The representations and warranties made by Buyer in this Article 4 and in any Exhibit, Schedule or certificate delivered pursuant hereto are the exclusive representations and warranties made by Buyer. Buyer hereby disclaims any other express or implied representations or warranties with respect to itself.

5.CLOSING CONDITIONS.
5.1Conditions to Buyer’s Obligations. The obligation of Buyer to consummate the transactions contemplated by this Agreement is subject to the satisfaction of the following conditions at or prior to the Closing, any of which may be waived only in writing by the Buyer in its sole discretion:
5.1.1Representations and Warranties.
(a)Each of the Fundamental Representations shall be true and correct in all but de minimis respects on and as of the date hereof and at and as of the Closing as if made on and as of the Closing Date.
(b)Each of the representations and warranties contained in Article 3 (other than the Fundamental Representations), disregarding all materiality, Material Adverse Effect or similar qualifications or exceptions contained therein, shall be true and correct in all respects on and as of the date hereof and on and as of the Closing Date with the same effect as if made on and as of the Closing Date (other than such representations and warranties that are made as of a specified date, which representations and warranties shall be true and correct as of such date).
5.1.2Performance of Covenants. Each Principal and the Seller shall have performed in all of the covenants and agreements required to be performed by it under this Agreement prior to or at the Closing, including without limitation all conditions and deliverables listed in Section 2.7.2.
5.1.3No Orders or Proceedings. No order, rule, regulation or law shall have been entered or adopted or be in effect, and no proceeding shall be pending or overtly threatened by or before any Governmental Authority, that could reasonably be expected to enjoin, prevent, restrain or materially delay consummation of any of the transactions contemplated by this Agreement or the agreements contemplated hereby.
34
Asset Purchase Agreement

22624122-v3



5.1.4No Material Adverse Effect. No fact, event, condition or circumstance has occurred or arisen since the date of this Agreement that, individually or in combination with any other facts, events, conditions or circumstances, has had or would reasonably be expected to have a Material Adverse Effect.
5.1.5Deliveries by Seller and the Principals. At the Closing, Seller and the Principals shall have delivered or caused to be delivered to Buyer:
(a)a certificate executed and delivered by a manager of the Seller, dated the date of the Closing, stating that the conditions specified in Sections 5.1.1, 5.1.2 and 5.1.4 have been satisfied as of the Closing; and
(b)such other documents and instruments as Buyer may reasonably require in order to effectuate the transactions that are the subject of this Agreement, including, without limitation, (i) an unqualified audit opinion of Seller’s Audited Financial Statements confirming that Seller’s Business (including, for this purpose, that of its affiliates also being purchased by Buyer on the Closing Date) generated no less than $5,000,000 in EBITDA during 2020, (ii) Interim Financial Statements confirming that Seller’s Business (including, for this purpose, that of its affiliates also being purchased by Buyer on the Closing Date) generated no less than $5,000,000 in EBITDA during the first half of 2021 and is on track to generate no less than $7,000,000 in EBITDA for fiscal year 2021, as supported by Seller’s books and records, and (iii) such other updated Exhibits and Schedules as provided for herein.
5.1.6 Inventory. The Inventory Team shall have completed a physical inventory and determined the Inventory value, which shall be binding upon the parties, prior to Closing.
        
All documents and instruments delivered to Buyer shall be in form and substance reasonably satisfactory to Buyer.

5.2Conditions to Seller’s and Principals’ Obligations. The obligation of Seller and Principals to consummate the transactions contemplated by this Agreement is subject to the satisfaction of the following conditions at or prior to the Closing, any of which may be waived only in writing by the Seller and Principals in their sole discretion:

5.2.1Representations and Warranties. Each of the representations and warranties contained in Article 4, disregarding all materiality, Material Adverse Effect or similar qualifications or exceptions contained therein, shall be true and correct in all respects on and as of the date hereof and on and as of the Closing Date
35
Asset Purchase Agreement

22624122-v3



with the same effect as if made on and as of the Closing Date (other than such representations and warranties that are made as of a specified date, which representations and warranties shall be true and correct as of such date).
5.2.2Performance of Covenants. Buyer shall have performed in all of the covenants and agreements required to be performed by it under this Agreement prior to or at the Closing, including without limitation all conditions and deliverables listed in Section 2.7.3.
5.2.3No Orders or Proceedings. No order, rule, regulation or law shall have been entered or adopted or be in effect, and no proceeding shall be pending or overtly threatened by or before any Governmental Authority, that could reasonably be expected to enjoin, prevent, restrain or materially delay consummation of any of the transactions contemplated by this Agreement or the agreements contemplated hereby.
6.TERMINATION.
6.1Termination. This Agreement may be terminated at any time prior to the Closing as follows:

6.1.1by the mutual written consent of Buyer and Seller;

6.1.2by Buyer, if (i) a breach or failure to perform any material representation, warranty, covenant or agreement on the part of Seller or any Principal set forth in this Agreement shall have occurred which is not cured within thirty (30) days following Buyer’s written notice to Seller of such breach; and (ii) Buyer is not in material breach of any provision of this Agreement;

6.1.3by the Seller if (i) a breach or failure to perform any material representation, warranty, covenant or agreement on the part of the Buyer set forth in this Agreement shall have occurred which is not cured within thirty (30) days following the Seller’s written notice to the Buyer of such breach and renders impossible the satisfaction of one or more of the conditions set forth in Section 5.2 and (ii) Seller and Principals are not in material breach of any provision of this Agreement;

6.1.4by either the Buyer or the Seller if the Closing has not occurred on or before the date that is the later of (i) thirty days after the receipt by Buyer of Seller’s Audited Financial Statements, or (ii) sixty days after the Effective Date (collectively, the “Outside Date”), provided that the party seeking to terminate shall not be entitled to terminate pursuant to this Section 6.1.4 if the failure of the Closing to occur was primarily caused by the failure of the Buyer (if it is
36
Asset Purchase Agreement

22624122-v3



seeking to terminate) or Seller (if it is seeking to terminate) to perform in any material respect any of the covenants or agreements to be performed by it prior to the Closing; or

6.1.5by either Buyer or the Seller if a Law is enacted, adopted, promulgated or enforced that makes consummation of the transactions contemplated hereby illegal or otherwise prohibited or if the consummation of the transactions contemplated hereby would violate any order, law, rule or regulation of any Governmental Authority having competent jurisdiction.

In the event of termination pursuant to this Section 6.1, written notice thereof (describing in reasonable detail the basis therefor) shall forthwith be delivered to the other parties hereto.

6.2Effect of Termination. In the event of termination of this Agreement in accordance with Section 6.1, this Agreement shall immediately terminate and have no further force and effect and there shall be no liability on the part of any Party to any other Party under this Agreement, except that (a) the covenants and agreements set forth in this Section 6.2, the provisions of Article 9 (other than Section 9.12) and all definitions herein necessary to interpret any of the foregoing provisions shall remain in full force and effect and survive such termination indefinitely and (b) such termination shall not function as a release of liability for any willful, intentional and material breach by the Seller or any of the Principals of this Agreement prior to such termination.

7.EMPLOYMENT MATTERS.

7.1Independent Contractors and Employees. Effective upon the Closing, Buyer or one of its Affiliates (the “Hiring Entity”) shall offer employment to each of the employees listed in Exhibit I, which may be updated by mutual agreement the parties prior to the Closing Date, at a compensation amount to be determined by Buyer. Such offer of employment shall be conditioned upon each such employee’s successful (as determined by Buyer in accordance with its hiring policies maintained in the ordinary course of its business consistent with past practices) completion of the pre-employment screening required of all of the Hiring Entity’s employees. Any such Employee who accepts the Hiring Entity’s offer of employment described herein and successfully completes the pre-employment screening shall be deemed a “Hired Employee” effective as of the Closing. The Seller shall bear any and all obligations and liabilities under the WARN Act resulting from employment losses.

7.2Liabilities in Respect of Employees. Buyer shall have no liability for Seller’s liabilities in respect of accrued wages (including salaries, bonuses and commissions), severance pay, accrued vacation, sick leave or other benefits, or employee agreements of any type or nature on account of Seller, retention of or termination of independent contractors or employment of or termination of employees, and Seller and the Principals shall indemnify Buyer and Issuer and hold the same
37
Asset Purchase Agreement

22624122-v3



harmless against liability arising out of any claims for such pay or benefits or any other claims arising from Seller’s retention of or employment of or termination of such independent contractors or employees.
8.INDEMNITY

8.1Seller’s Indemnity. The Seller and Principals, jointly and severally, shall indemnify and hold harmless Buyer and Issuer, and their respective affiliates, parents, subsidiaries, officers, directors, successors, agents and assigns, from and against any and all losses, costs, expenses, liabilities, obligations, claims, demands, causes of action, suits, settlements and judgments of every nature, including the costs and expenses associated therewith and reasonable attorneys’ fees (“Buyer’s Damages”) which arise out of: (i) the breach of any representation or warranty made by Seller and/or Principals pursuant to this Agreement; (ii) the non-performance or breach, partial or total, of (x) any covenant made by Seller and/or Principals pursuant to this Agreement or (y) any of the terms of the Seller’s deliverables in Section 2.7.2; (iii) claims of any type or nature relating to the retention of the Business’ independent contractors or employment of the Business’ employees by Seller or any termination of such independent contractors or employees by Seller; (iv) the Retained Liabilities; (v) the ownership or operation of the Assets by Seller or in connection with the Business of Seller, in each case prior to the Closing Date or arising from acts or omissions occurring prior to the Closing Date; (vi) any PPP Loans and/or EIDL Loans; and (vi) Seller’s portion of the Transfer Taxes pursuant to Section 2.2.2. The representations and warranties of Seller herein set forth shall survive for a period of eighteen (18) months following the Closing Date (the “Claims Period”); provided, however, that the Claims Period with respect to any Fundamental Representation or fraud shall be sixty (60) months or the applicable statute of limitations, whichever is longer, and provided further that the Claims Period with respect to Section 3.9 (Taxes) and 9.17 (Tax Matters) shall survive the Closing Date for a period of sixty (60) days after the expiration of the applicable statute of limitations. Buyer shall not be entitled to indemnification pursuant to this Section  with respect to any breach or misrepresentation of any representation or warranty or other indemnification obligation until such time as its respective aggregate right to such indemnification exceeds Twenty-Five Thousand Dollars ($25,000) (it being agreed that in the event such threshold is reached and exceeded, Seller will be liable for losses from the first dollar of such amount).

8.2Buyer’s and Issuer’s Indemnity. Buyer and Issuer shall jointly and severally indemnify and hold harmless Seller from and against any and all losses, costs, expenses, liabilities, obligations, claims, demands, causes of action, suits, settlements and judgment s of every nature, including the costs and expenses associated therewith and reasonable attorneys’ fees (“Seller’s Damages”), which arise out of: (i) the breach by Buyer or Issuer of any representation or warranty made by Buyer or Issuer pursuant to this Agreement, (ii) the non-performance, partial or total, of any covenant made by Buyer or Issuer pursuant to this Agreement; (iii) the use or
38
Asset Purchase Agreement

22624122-v3



ownership of the Assets or the activities of or on behalf of the Buyer related to the Assets on and subsequent to the Closing Date (solely to the extent not arising from acts or omissions occurring prior to the Closing Date); (iv) Buyer’s portion of any Transfer Taxes pursuant to Section 2.2.2; and (v) any Assumed Liabilities.
8.3Adjustment to Purchase Price for Tax Purposes. The Parties shall treat any indemnity payment made under this Agreement pursuant to this Article 8 as an adjustment to the Purchase Price for all Tax purposes to the maximum extent permitted by applicable law. No party shall take any position on any Tax Return or filing, or before any Governmental Authority, that is inconsistent with such treatment unless otherwise required by any applicable law.

9.MISCELLANEOUS

9.1Allocation of Purchase Price. Schedule 9.1 sets forth the allocation agreed to by Seller and Buyer of the Purchase Price and Assumed Liabilities among the Assets being transferred by Seller to Buyer for purposes of determining the income tax consequences of the transactions contemplated by this Agreement. The Parties intend that Schedule 9.1 conform to the requirements of Section 1060 of the Internal Revenue Code, and they agree to be bound thereby and to act in accordance with it in the preparation and filing of Tax Returns (including Internal Revenue Service From 8594 and any exhibits thereto), information returns, schedules or other filings made with the Internal Revenue Service or other Governmental Authorities. Any adjustments to the Purchase Price pursuant to Section 2.3 or Article 8 shall be allocated in a manner consistent with this Section 9.1 and Schedule 9.1. Each Party shall promptly notify the other of any challenge by any Governmental Authority to any allocation pursuant to this Section 9.1.

9.2Confidentiality. No party hereto shall issue a press release or otherwise publicize the Agreement or transactions contemplated hereby or otherwise disclose the nature or contents of this Agreement until the Closing has occurred. From and after Closing, any such press release or other public announcement shall not be issued without the written approval of Buyer (which such approval shall not be unreasonably withheld, conditioned or delayed), except as may be required by law or any applicable listing agreement with a national securities exchange as determined in the good-faith judgment of the party or affiliate of a party proposing to make such release or communication (in which case, such party or affiliate of a party shall not issue or cause the publication of such press release or other public announcement without providing the other parties a reasonable opportunity to review and comment upon such press release or other public announcement).

9.3Expenses. Each party will pay its own costs and expenses, including legal and accounting expenses, related to the transactions provided for herein, irrespective of when incurred. In the event of any legal action to enforce any of the obligations set forth in the Agreement, the prevailing party shall be entitled to recover costs and reasonable legal fees.

39
Asset Purchase Agreement

22624122-v3



9.4Notices. Any notice or other communication required or permitted hereunder shall be in writing and shall be deemed to have been duly given on the date of service if served personally or by email, or five days after the date of mailing if mailed by first class mail, registered or certified, postage prepaid. Notices shall be addressed as follows:

If to Issuer or Buyer:    GrowGeneration Corp. and
            GrowGeneration Michigan Corp.
            ATTN: Darren Lampert
    930 W 7th Ave, Suite A
    Denver, CO 80204

with a copy to        Robinson + Cole
            ATTN: Mitchell Lampert
            1055 Washington Boulevard
            Stamford, CT 06901

If to Seller:        HGS Imlay City LLC
            c/o HGS HOLDINGS, LLC
ATTN: Rocky Shaeena
            2238 Auburn Road
            Shelby Township, MI 48317

with a copy to:        Elia Law, PLLC
ATTN: Salam Elia
550 West Merrill Street, Suite 100
Birmingham, MI 48009


or to such other address as a party has designated by notice in writing to the other party in the manner provided by this section.

9.5Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Michigan, without respect to its conflict of laws principles.

9.6Successors and Assigns. This Agreement and Exhibits and the rights of the parties hereunder and thereunder may not be assigned by any party without the prior written consent of the other parties, and shall be binding upon and shall inure to the benefit of the parties hereto and the successors and permitted assigns of Buyer, Issuer and the Seller, respectively.

9.7Entire Agreement; Counterparts. This Agreement, together with the schedules and Exhibits hereto, sets forth the entire understanding of the parties hereto with respect to the transactions contemplated hereby and thereby. Any and all previous agreements and understandings between or among the parties regarding the subject matter hereof or thereof,
40
Asset Purchase Agreement

22624122-v3



whether written or oral, are superseded and replaced by this Agreement. This Agreement may be executed in two or more counterparts (including those delivered by facsimile or other electronic means), each of which will be deemed an original, but all of which together will constitute one and the same instrument.

9.8Amendment. This Agreement shall not be amended or modified except by a written instrument duly executed by each of the parties hereto.

9.9Waiver. Any extension or waiver by any party of any provision hereto shall be valid only if set forth in an instrument in writing signed on behalf of such party. No waiver of any provision of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver.

9.10Schedules and Exhibits. Each of the Schedules and Exhibits to this Agreement is incorporated herein by this reference and expressly made a part of this Agreement.

9.11Partnership. The relationship of the parties is that of “buyer”, “issuer” and “seller,” and nothing contained herein shall be deemed to create a partnership or joint venture between or among the parties.

9.12Specific Performance; Remedies. Each party hereto acknowledges that the other parties will be irreparably harmed and that there will be no adequate remedy at law for any violation by any of them of any of the covenants or agreements contained in this Agreement and its Exhibits, including the confidentiality obligations set forth in this Agreement or in any other agreement between any of the parties hereto. It is accordingly agreed that, in addition to any other remedies which may be available upon the breach of any such covenants or agreements, each party hereto shall have the right to obtain injunctive relief to restrain a breach or threatened breach of, or otherwise to obtain specific performance of, covenants and agreements of other parties contained in this Agreement. An action for specific performance must be commenced within ninety (90) calendar days from the other party’s breach of this Agreement (beyond the cure period), and failure to commence an action within the ninety (90) day period shall be deemed to have the non-breaching party waived its right to specific performance/injunctive relief.

9.13Severability. If any provision of this Agreement or any Exhibit or the application thereof to any person or circumstances is held invalid or unenforceable in any jurisdiction, the remainder hereof and thereof, and the application of such provision to such person or circumstances in any other jurisdiction, shall not be affected thereby, and to this end the provisions of this Agreement or Exhibit, as applicable, shall be severable.

9.14Further Representations. Each party to this Agreement acknowledges and represents that it has been represented by its own legal counsel in connection with the transactions contemplated by this Agreement, with the opportunity to seek advice as to its legal rights from such counsel. Each party further represents that it is being independently advised as to the tax consequences of
41
Asset Purchase Agreement

22624122-v3



the transactions contemplated by this Agreement and is not relying on any representation or statements made by any other party as to such tax consequences.
9.15Further Assurances. The parties shall, at any time from and after the Closing, upon the request of any other party and without further consideration, do, execute, acknowledge and deliver, and cause to be done, executed, acknowledged and delivered, all such further acts, deeds, instruments, assignments, transfers, conveyances, powers of attorney or assurances as may be reasonably required to evidence and make effective the transactions contemplated by this Agreement, including to transfer, convey, grant, and confirm to and vest in Buyer good title to all of the Assets, free and clear of all Liens (other than Permitted Liens).

9.16Consent to Jurisdiction.  Each party irrevocably submits to the exclusive jurisdiction of the federal and state courts of the County of Oakland, Michigan, for the purposes of any action, proceeding, suit, or claim arising out of this Agreement. Each party agrees to commence any such action, proceeding, suit, or claim in the state or federal courts of the County of Oakland, Michigan. Each party irrevocably and unconditionally waives any objection to the laying of venue of any action, proceeding, suit, or claim arising out of this Agreement or the transactions contemplated hereby in the state or federal courts of the County of Oakland, Michigan, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, proceeding, suit, or claim brought in any such court has been brought in an inconvenient forum.
9.17Tax Matters. The following provisions shall govern the allocation of responsibility as between the Buyer and the Seller for certain Tax matters following the Closing Date:
(a)The Buyer shall prepare and timely file all Tax Returns with respect to Property Taxes relating to the Assets for the Straddle Period.  The Buyer will provide such Tax Returns for the Straddle Period to the Seller at least fifteen (15) days before the due date for filing of any such Tax Returns for its review and comment (and the Buyer shall consider all reasonable comments of Seller in good faith).   The Buyer shall pay and discharge all Taxes shown to be due on such Tax Returns for the Straddle Period, subject to the indemnification rights of the Buyer under Section 8.1.  No later than ten (10) business days prior to the due date of such Tax Return, the Seller shall pay to the Buyer the amount of Taxes shown due on such Tax Return which is attributable to the pre-Closing portion of the Straddle Period.
(b)Seller shall include the income of the Business on Seller’s federal, state, and local income tax returns for all periods (or portions thereof) ending on or prior to the Closing Date and pay any federal, state, and local income taxes attributable to such income.
42
Asset Purchase Agreement

22624122-v3



(c)Buyer shall include the income of the Business after the Closing Date on Buyer’s federal, state, and local income tax returns for all periods (or portions thereof) commencing after the Closing Date (provided that the Closing shall have occurred) and pay any income taxes attributable to such income.
(d)The amount of real property, personal property, and similar taxes (not based on income, profits or gains) relating to the Assets (“Property Taxes”), and any Tax refunds relating to such Property Taxes, attributable to the pre-Closing portion of any Straddle Period shall be determined based upon the relative number of days in the pre-Closing and post-Closing portions of such Straddle Period, in each case over the total number of days in such Straddle Period. For any Taxes other than Property Taxes (such as franchise Taxes, Taxes that are based upon or related to income or receipts or net income, Taxes based upon production or occupancy or imposed in connection with any sale or other transfer or assignment of property) for a Straddle Period the amount of any such Taxes attributable to the pre-Closing portion such Straddle Period shall be determined based upon a hypothetical closing of the taxable year on such Closing Date with the Closing Date being included in the pre-Closing portion of such Straddle Period. Notwithstanding any provision in this Agreement to the contrary, the Buyer shall not be required to make any payment or disbursal to Seller or any Governmental Authority relating to any Taxes attributable to the Assets or the Business for a taxable year (or portion thereof) ending on or before the Closing Date. Each party agrees to cooperate with each other party in paying or reimbursing their respective Tax obligations in accordance with this Section 9.17.
(e)The Buyer and Seller shall cooperate fully, as and to the extent reasonably requested by the other Party, in preparing and filing Tax Returns with respect to the Assets and the Business, including providing complete and accurate records concerning the Tax basis of the Assets and such other information as may be reasonably necessary with respect to the preparation and filing of such Tax Returns, and in connection with any audit or other proceeding with respect to Taxes related to the Assets or the Business. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such audit or other proceeding.

[Signature Page Follows]
43
Asset Purchase Agreement

22624122-v3






Asset Purchase Agreement

22624122-v3



IN WITNESS WHEREOF, the parties hereto have caused this Asset Purchase Agreement to be executed as of the Effective Date.
    
SELLER:                     BUYER:

HGS Imlay City LLC                    GROWGENERATION MICHIGAN                                CORP.



By:                             By:                    
Rocky Shaeena, Manager                    Darren Lampert, CEO
                             

                            
ISSUER:
PRINCIPALS:
GROWGENERATION CORP.


_______________________                By:                    
Rocky Shaeena                          Darren Lampert, CEO




________________________
Christopher Kiryakoza



________________________
Tony Allos                







22624122-v3




22624122-v3






EX-31.1 9 exhibit31110q1.htm EX-31.1 Document

Exhibit 31.1
 
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
 
I, Darren Lampert, certify that:
 
1. I have reviewed this Form 10-Q for the fiscal quarter ended June 30, 2021 of GrowGeneration Corporation;
 
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods present in this report;
 
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13-a-15(f) and 15d-15(f)) for the registrant and have:
 
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
 
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
 
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 
(b) Any fraud, whether or not material, that involved management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
August 12, 2021
 
By:/s/ Darren Lampert 
Darren Lampert, Chief Executive Officer 
(Principal Executive Officer) 


EX-31.2 10 exhibit31210q1.htm EX-31.2 Document

Exhibit 31.2
 
CERTIFICATION OF CHIEF FINANCIAL OFFICER
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
 
I, Jeff Lasher, certify that:
 
1. I have reviewed this Form 10-Q for the fiscal quarter ended June 30, 2021 of GrowGeneration Corporation;
 
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods present in this report;
 
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13-a-15(f) and 15d-15(f)) for the registrant and have:
 
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
 
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
 
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 
(b) Any fraud, whether or not material, that involved management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
August 12, 2021
 
By:/s/ Jeff Lasher 
Jeff Lasher, Chief Financial Officer 
(Principal Financial Officer) 


EX-32.1 11 exhibit32110q1.htm EX-32.1 Document

Exhibit 32.1
 
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
 
In connection with the accompanying Quarterly Report on Form 10-Q of GrowGeneration Corporation (the “Company”) for the fiscal quarter ended June 30, 2021, I, Darren Lampert, Chief Executive Officer of the Company, hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge and belief, that:
 
1. Such Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2021, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
 
2. The information contained in such Quarterly Report on Form 10-Q for the fiscal quarter June 30, 2021, fairly presents, in all material respects, the financial condition and results of operations of GrowGeneration Corporation.
 
August 12, 2021
 
By:/s/ Darren Lampert 
Darren Lampert, Chief Executive Officer 
(Principal Executive Officer) 


EX-32.2 12 exhibit32210q1.htm EX-32.2 Document

Exhibit 32.2
 
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
 
In connection with the accompanying Quarterly Report on Form 10-Q of GrowGeneration Corporation (the “Company”) for the fiscal quarter ended June 30, 2021, I, Jeff Lasher, Chief Financial Officer of the Company, hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge and belief, that:
 
1. Such Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2021, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
 
2. The information contained in such Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2021, fairly presents, in all material respects, the financial condition and results of operations of GrowGeneration Corporation.
 
August 12, 2021
 
By:/s/ Jeff Lasher 
Jeff Lasher, Chief Financial Officer 
(Principal Financial Officer) 


EX-101.SCH 13 grwg-20210630.xsd XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 0001001 - Document - Cover link:presentationLink link:calculationLink link:definitionLink 1001002 - Statement - CONDENSED CONSOLIDATED BALANCE SHEETS link:presentationLink link:calculationLink link:definitionLink 1002003 - Statement - CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS link:presentationLink link:calculationLink link:definitionLink 1003004 - Statement - CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited) link:presentationLink link:calculationLink link:definitionLink 1004005 - Statement - CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited) link:presentationLink link:calculationLink link:definitionLink 2101101 - Disclosure - GENERAL link:presentationLink link:calculationLink link:definitionLink 2202201 - Disclosure - GENERAL (Policies) link:presentationLink link:calculationLink link:definitionLink 2403401 - Disclosure - GENERAL - Narrative (Details) link:presentationLink link:calculationLink link:definitionLink 2104102 - Disclosure - FAIR VALUE MEASUREMENTS link:presentationLink link:calculationLink link:definitionLink 2305301 - Disclosure - FAIR VALUE MEASUREMENTS (Tables) link:presentationLink link:calculationLink link:definitionLink 2406402 - Disclosure - FAIR VALUE MEASUREMENTS - Schedule of fair value of impaired notes receivable (Details) link:presentationLink link:calculationLink link:definitionLink 2107103 - Disclosure - RECENT ACCOUNTING PRONOUNCEMENTS link:presentationLink link:calculationLink link:definitionLink 2108104 - Disclosure - REVENUE RECOGNITION link:presentationLink link:calculationLink link:definitionLink 2309302 - Disclosure - REVENUE RECOGNITION (Tables) link:presentationLink link:calculationLink link:definitionLink 2410403 - Disclosure - REVENUE RECOGNITION - Narrative (Details) link:presentationLink link:calculationLink link:definitionLink 2411404 - Disclosure - REVENUE RECOGNITION - Schedule of disaggregation of revenues (Details) link:presentationLink link:calculationLink link:definitionLink 2412405 - Disclosure - REVENUE RECOGNITION - Schedule of customer trade receivables and customer deposit liability (Details) link:presentationLink link:calculationLink link:definitionLink 2413406 - Disclosure - REVENUE RECOGNITION - Schedule of long term trade receivables (Details) link:presentationLink link:calculationLink link:definitionLink 2414407 - Disclosure - REVENUE RECOGNITION - Schedule of notes receivable balances (Details) link:presentationLink link:calculationLink link:definitionLink 2115105 - Disclosure - INVESTMENTS link:presentationLink link:calculationLink link:definitionLink 2316303 - Disclosure - INVESTMENTS (Tables) link:presentationLink link:calculationLink link:definitionLink 2417408 - Disclosure - INVESTMENTS - Schedule of investments, available for sales securities (Details) link:presentationLink link:calculationLink link:definitionLink 2118106 - Disclosure - NOTES RECEIVABLE link:presentationLink link:calculationLink link:definitionLink 2319304 - Disclosure - NOTES RECEIVABLE (Tables) link:presentationLink link:calculationLink link:definitionLink 2420409 - Disclosure - NOTES RECEIVABLE - Schedule of receivable include customer trade receivables under long terms financing arrangements (Details) link:presentationLink link:calculationLink link:definitionLink 2420409 - Disclosure - NOTES RECEIVABLE - Schedule of receivable include customer trade receivables under long terms financing arrangements (Details) link:presentationLink link:calculationLink link:definitionLink 2121107 - Disclosure - PROPERTY AND EQUIPMENT link:presentationLink link:calculationLink link:definitionLink 2322305 - Disclosure - PROPERTY AND EQUIPMENT (Tables) link:presentationLink link:calculationLink link:definitionLink 2423410 - Disclosure - PROPERTY AND EQUIPMENT - Schedule of property and equipment (Details) link:presentationLink link:calculationLink link:definitionLink 2424411 - Disclosure - PROPERTY AND EQUIPMENT - Narrative (Details) link:presentationLink link:calculationLink link:definitionLink 2125108 - Disclosure - GOODWILL AND INTANGIBLE ASSETS link:presentationLink link:calculationLink link:definitionLink 2326306 - Disclosure - GOODWILL AND INTANGIBLE ASSETS (Tables) link:presentationLink link:calculationLink link:definitionLink 2427412 - Disclosure - GOODWILL AND INTANGIBLE ASSETS - Schedule of goodwill (Details) link:presentationLink link:calculationLink link:definitionLink 2428413 - Disclosure - GOODWILL AND INTANGIBLE ASSETS (Details) link:presentationLink link:calculationLink link:definitionLink 2429414 - Disclosure - GOODWILL AND INTANGIBLE ASSETS - Schedule of intangible assets (Details) link:presentationLink link:calculationLink link:definitionLink 2430415 - Disclosure - GOODWILL AND INTANGIBLE ASSETS - Schedule of future amortization expense (Details) link:presentationLink link:calculationLink link:definitionLink 2131109 - Disclosure - LONG-TERM DEBT link:presentationLink link:calculationLink link:definitionLink 2332307 - Disclosure - LONG-TERM DEBT (Tables) link:presentationLink link:calculationLink link:definitionLink 2433416 - Disclosure - LONG-TERM DEBT - Schedule of long-term debt (Details) link:presentationLink link:calculationLink link:definitionLink 2434417 - Disclosure - LONG-TERM DEBT - Schedule of long-term debt additional details (Details) link:presentationLink link:calculationLink link:definitionLink 2435418 - Disclosure - LONG-TERM DEBT - Narrative (Details) link:presentationLink link:calculationLink link:definitionLink 2136110 - Disclosure - LEASES link:presentationLink link:calculationLink link:definitionLink 2337308 - Disclosure - LEASES (Tables) link:presentationLink link:calculationLink link:definitionLink 2438419 - Disclosure - LEASES - Narrative (Details) link:presentationLink link:calculationLink link:definitionLink 2439420 - Disclosure - LEASES - Schedule of lease balances within our condensed consolidated balance sheet (Details) link:presentationLink link:calculationLink link:definitionLink 2440421 - Disclosure - LEASES - Schedule of other information related to leases (Details) link:presentationLink link:calculationLink link:definitionLink 2441422 - Disclosure - LEASES - Schedule of operating lease assets (Details) link:presentationLink link:calculationLink link:definitionLink 2442423 - Disclosure - LEASES - Schedule of future minimum rental payments (Details) link:presentationLink link:calculationLink link:definitionLink 2442423 - Disclosure - LEASES - Schedule of future minimum rental payments (Details) link:presentationLink link:calculationLink link:definitionLink 2143111 - Disclosure - SHARE BASED PAYMENTS link:presentationLink link:calculationLink link:definitionLink 2344309 - Disclosure - SHARE BASED PAYMENTS (Tables) link:presentationLink link:calculationLink link:definitionLink 2445424 - Disclosure - SHARE BASED PAYMENTS (Details) link:presentationLink link:calculationLink link:definitionLink 2446425 - Disclosure - SHARE BASED PAYMENTS - Schedule of share-based payment expense (Details) link:presentationLink link:calculationLink link:definitionLink 2447426 - Disclosure - SHARE BASED PAYMENTS - Schedule of restricted stock activity (Details) link:presentationLink link:calculationLink link:definitionLink 2448427 - Disclosure - SHARE BASED PAYMENTS - Schedule of stock options (Details) link:presentationLink link:calculationLink link:definitionLink 2449428 - Disclosure - SHARE BASED PAYMENTS - Schedule of company’s outstanding stock purchase warrants (Details) link:presentationLink link:calculationLink link:definitionLink 2150112 - Disclosure - EARNINGS PER SHARE link:presentationLink link:calculationLink link:definitionLink 2351310 - Disclosure - EARNINGS PER SHARE (Tables) link:presentationLink link:calculationLink link:definitionLink 2452429 - Disclosure - EARNINGS PER SHARE - Schedule of weighted average shares (denominator) used in the basic and dilutive earnings per share (Details) link:presentationLink link:calculationLink link:definitionLink 2153113 - Disclosure - ACQUISITIONS link:presentationLink link:calculationLink link:definitionLink 2354311 - Disclosure - ACQUISITIONS (Tables) link:presentationLink link:calculationLink link:definitionLink 2455430 - Disclosure - ACQUISITIONS - Narrative (Details) link:presentationLink link:calculationLink link:definitionLink 2456431 - Disclosure - ACQUISITIONS - Schedule of purchase price (Details) link:presentationLink link:calculationLink link:definitionLink 2457432 - Disclosure - ACQUISITIONS - Schedule of consideration paid (Details) link:presentationLink link:calculationLink link:definitionLink 2458433 - Disclosure - ACQUISITIONS - Schedule of revenue and earnings included in consolidated income statement (Details) link:presentationLink link:calculationLink link:definitionLink 2459434 - Disclosure - ACQUISITIONS - Schedule of pro forma consolidated income statement (Details) link:presentationLink link:calculationLink link:definitionLink 2460435 - Disclosure - ACQUISITIONS - H20 Hydroponics LLC and Health & Harvest LLC Acquisitions (Details) link:presentationLink link:calculationLink link:definitionLink 2161114 - Disclosure - RELATED PARTIES link:presentationLink link:calculationLink link:definitionLink 2462436 - Disclosure - RELATED PARTIES - Narrative (Details) link:presentationLink link:calculationLink link:definitionLink 2163115 - Disclosure - SUBSEQUENT EVENTS link:presentationLink link:calculationLink link:definitionLink 2464437 - Disclosure - SUBSEQUENT EVENTS (Details) link:presentationLink link:calculationLink link:definitionLink EX-101.CAL 14 grwg-20210630_cal.xml XBRL TAXONOMY EXTENSION CALCULATION LINKBASE DOCUMENT EX-101.DEF 15 grwg-20210630_def.xml XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT EX-101.LAB 16 grwg-20210630_lab.xml XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT Aquarius Aquarius [Member] Supplemental disclosures of non-cash activities: Supplemental Cash Flow Information [Abstract] Leasehold improvements Leasehold Improvements [Member] Fair Value Hierarchy and NAV [Domain] Fair Value Hierarchy and NAV [Domain] Net income Net income (loss) Net income Net Income (Loss) Attributable to Parent Entity Emerging Growth Company Entity Emerging Growth Company Operating leases right-of-use assets, net Right to use assets, operating lease assets Operating Lease, Right-of-Use Asset Earnings (in dollars per share) Business Acquisition, Pro Forma Earnings Per Share, Basic Accumulated Amortization Finite-Lived Intangible Assets, Accumulated Amortization Receivable Type [Axis] Receivable Type [Axis] Statistical Measurement [Domain] Statistical Measurement [Domain] Entity Address, Address Line One Entity Address, Address Line One Entity Address, Address Line Two Entity Address, Address Line Two Schedule of operating lease assets Property, Plant, and Equipment, Lessor Asset under Operating Lease [Table Text Block] Customer deposits Increase (Decrease) in Contract with Customer, Asset Common stock issued in connection with business combinations Common Stock Issued In Connection With Business Combinations Sales tax payable Sales and Excise Tax Payable, Current Revenue from Contract with Customer [Abstract] Schedule of customer trade receivables and customer deposit liability Contract with Customer, Contract Asset, Contract Liability, and Receivable [Table Text Block] Entity Filer Category Entity Filer Category Weighted average remaining lease term Operating Lease, Weighted Average Remaining Lease Term Warrants, Forfeited (in shares) Share Based Compensation Arrangement By Share Based Payment Award Options Nonvested Option Forfeited Number Of Shares Number of non-vested options forfeited. E-commerce sales Ecommerce Sales [Member] Other assets Other Assets, Noncurrent Payroll and payroll tax liabilities Increase (Decrease) in Accrued Salaries Net change Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Period Increase (Decrease), Including Exchange Rate Effect Schedule of lease balances within our condensed consolidated balance sheet Operating Lease, Lease Income [Table Text Block] Income taxes payable Increase (Decrease) in Income Taxes Payable Wells Fargo Equipment Finance WellsFargoEquipmentFinance [Member] Document Fiscal Year Focus Document Fiscal Year Focus Subsequent Event Type [Domain] Subsequent Event Type [Domain] Weighted - Average Grant Date Fair Value, Outstanding beginning balance (in dollars per share) Weighted - Average Grant Date Fair Value Outstanding ending balance (in dollars per share) Share Based Compensation Arrangement By Share Based Payment Award Options Weighted Average Grant Date Fair Value Weighted average grant-date fair value of options outstanding. Amortization expense Amortization of Intangible Assets Common stock redeemed in litigation settlement Common Stock Redeemed In Litigation Settlement Business Acquisition, Contingent Consideration [Line Items] Business Acquisition, Contingent Consideration [Line Items] Weighted average discount rate Operating Lease, Weighted Average Discount Rate, Percent Revenue recognized from contract with customer liability Contract with Customer, Liability, Revenue Recognized Acquired goodwill Acquired Goodwill Acquired goodwill. Revenue Recognition (Details) - Schedule of notes receivable balances [Line Items] Revenue Recognition (Details) - Schedule of notes receivable balances [Line Items] Subsequent Events [Abstract] Subsequent Events [Abstract] Building Building [Member] Schedule of Business Acquisitions by Acquisition, Contingent Consideration [Table] Schedule of Business Acquisitions by Acquisition, Contingent Consideration [Table] Business Combination and Asset Acquisition [Abstract] Number of states in which entity operates Number of States in which Entity Operates Business Acquisition [Axis] Business Acquisition [Axis] Leases (Details) [Line Items] Leases (Details) [Line Items] Thereafter Finite-Lived Intangible Asset, Expected Amortization, after Year Four Finite-Lived Intangible Asset, Expected Amortization, after Year Four Award Type [Domain] Award Type [Domain] Option Equity Option [Member] Schedule of purchase price Schedule of Business Acquisitions by Acquisition, Contingent Consideration [Table Text Block] ASSETS Assets [Abstract] Related Party Transactions [Abstract] Share Based Payments and Stock Options (Details) [Table] Share Based Payments and Stock Options (Details) [Table] Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] Goodwill additions and measurement period adjustments Goodwill Additions It represents of goodwill additions. Weighted - Average Exercise Price, Vested and exercisable (in dollars per share) Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Exercise Price Schedule of company’s outstanding stock purchase warrants Schedule Of Restricted Stock Activity [Table Text Block] Schedule of receivable include customer trade receivables under long terms financing arrangements Schedule Of Receivable Include Customer Trade Receivables Under Long Terms Financing Arrangements [Table Text Block] GOODWILL AND INTANGIBLE ASSETS Goodwill and Intangible Assets Disclosure [Text Block] Schedule of revenue and earnings included in consolidated income statement Schedule Of Revenue And Earnings Included In Consolidated Income Statement [Table Text Block] Beginning balance, Outstanding, Shares (in shares) Ending balance, Outstanding, Shares (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number Entity Address, City or Town Entity Address, City or Town Tradenames Trade Names [Member] Retained Earnings (Deficit) Retained Earnings [Member] Debt Instrument [Axis] Debt Instrument [Axis] Prepaid expenses and other assets Increase (Decrease) in Prepaid Expense and Other Assets Trade Accounts Receivable Trade Accounts Receivable [Member] Indoor Garden IndoorGarden [Member] Recorded Basis RecordedBasisMember Acquisitions (Details) [Table] Acquisitions (Details) [Table] Schedule of weighted average shares (denominator) used in the basic and dilutive earnings per share [Abstract] Schedule of weighted average shares (denominator) used in the basic and dilutive earnings per share [Abstract] Shares Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares [Roll Forward] Related Party [Axis] Related Party [Axis] Trade receivables under longer term financing arrangements Trade Receivables Under Longer Term Financing Arrangements Trade receivables under longer term financing arrangements. Inventory Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Inventory Right to use assets acquired under new operating leases Right-of-Use Asset Obtained in Exchange for Operating Lease Liability Schedule of proforma consolidated income statement Business Acquisition, Pro Forma Information [Table Text Block] Non-compete Business Combination Recognized Identifiable Assets Acquired And Liabilities Assumed Noncompete Warrants, Exercised (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Exercised Property, Plant and Equipment [Line Items] Property, Plant and Equipment [Line Items] Lease liability Business Combination Recognized Identifiable Assets Acquired Goodwill And Liabilities Assumed Net Lease Liability Entity Interactive Data Current Entity Interactive Data Current Unrealized Gain (Loss) UnrealizedGainLossMember Net income per share, basic (in dollars per share) Basic earnings per shares (in dollars per share) Earnings Per Share, Basic 2024 Lessee, Operating Lease, Liability, to be Paid, Year Three Note receivable, non-customer related Financing Receivable, Excluding Accrued Interest, after Allowance for Credit Loss REVENUE RECOGNITION Revenue from Contract with Customer [Text Block] Document Type Document Type Total Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net Interest expense Interest Expense, Debt Schedule of disaggregation of revenues Disaggregation of Revenue [Table Text Block] Entity Current Reporting Status Entity Current Reporting Status Weighted Average Grant Date Fair Value Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] Agron, LLC AgronLLC [Member] Assets acquired by issuance of common stock Assets Acquired By Issuance Of Common Stock Assets Acquired By Issuance Of Common Stock Acquisition date Business Acquisition, Effective Date of Acquisition Unamortized share-based compensation Employee Benefits and Share-based Compensation Number of stores Number of Stores Notes receivable, net Receivables, Net, Current Down River Hydro Down River Hydro [Member] Down River Hydro Consideration for purchase Business Combination, Consideration Transferred Bad debt expense, net of recoveries Accounts Receivable, Credit Loss Expense (Reversal) Operating lease liability Business Combination Recognized Identifiable Assets Acquired And Liabilities Assumed Operating Lease Liability Operating lease liability. Leases (Details) [Table] Leases (Details) [Table] Goodwill [Roll Forward] Goodwill [Roll Forward] Customer Deposit Liability Customer Deposit Liability [Member] Non-competes NonCompetes [Member] Receivables Receivables [Member] Stock options StockOptions [Member] Long-term debt Long-term Debt Cash flows from investing activities: Net Cash Provided by (Used in) Investing Activities [Abstract] Immediate Family Member of Management or Principal Owner Immediate Family Member of Management or Principal Owner [Member] Document Transition Report Document Transition Report Adjusted Cost Basis AdjustedCostBasisMember Finite-Lived Intangible Assets [Line Items] Finite-Lived Intangible Assets [Line Items] TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY Liabilities and Equity Other income (expense): Other Income and Expenses [Abstract] Weighted - Average Exercise Price, Exercised (in dollars per share) Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price Additional paid-in capital Additional Paid in Capital Health & Harvest LLC HealthHarvestLLC [Member] Grow Warehouse LLC GrowWarehouseLLC [Member] Thereafter Lessee, Operating Lease, Liability, To Be Paid, After Year Four Lessee, Operating Lease, Liability, To Be Paid, After Year Four Cash equivalents Cash Equivalents, at Carrying Value LIABILITIES & STOCKHOLDERS’ EQUITY Liabilities and Equity [Abstract] EARNINGS PER SHARE Earnings Per Share [Text Block] Opening balance Closing balance Contract With Customer Deposit Liability Operating expenses: Operating Expenses [Abstract] 2025 Finite-Lived Intangible Asset, Expected Amortization, Year Four Total Long-Term Debt Other Long-term Debt, Noncurrent Common stock issued upon exercise of options Stock Issued During Period, Value, Stock Options Exercised Minimum Minimum [Member] GENERAL Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] Income taxes receivable Income Taxes Receivable, Current Risk and Uncertainties Risk And Uncertainties, Policy [Policy Text Block] Risk and Uncertainties. Gross profit Gross Profit 2023 Lessee, Operating Lease, Liability, to be Paid, Year Two Sales tax payable Increase Decrease In Sales Tax Payable Selling, general, and administrative Selling, General and Administrative Expense Weighted - Average Exercise Price, Forfeited or expired (in dollars per share) Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period, Weighted Average Exercise Price Common stock redemption Stock Redeemed or Called During Period, Value Trading Symbol Trading Symbol Common stock issued for assets Stock Issued During Period, Value, Acquisitions Common stock issued upon cashless exercise of options (in shares) Common Stock Issued Upon Shares Cashless Exercise Of Options Current liabilities: Liabilities, Current [Abstract] Receivable [Domain] Receivable [Domain] Revision of Prior Period [Axis] Revision of Prior Period [Axis] Assets acquired in business combinations Payments to Acquire Businesses, Net of Cash Acquired Beginning balances (in shares) Ending balances (in shares) Shares, Outstanding SHARE BASED PAYMENTS Share-based Payment Arrangement [Text Block] Changes in operating assets and liabilities: ChangesInOperatingAssetsAndLiabilitiesAbstract Fair Value, Inputs, Level 3 Fair Value, Inputs, Level 3 [Member] Accounting Policies [Abstract] Accounting Policies [Abstract] Weighted - Average Remaining Contractual Term, Outstanding beginning Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term Derivative Instrument [Axis] Derivative Instrument [Axis] Share Based Payments and Stock Options (Details) - Schedule of restricted stock activity [Table] Share Based Payments and Stock Options (Details) - Schedule of restricted stock activity [Table] Total Lease Liability at June 30, 2021 Operating Lease, Liability Share Based Payments and Stock Options (Details) [Line Items] Share Based Payments and Stock Options (Details) [Line Items] Common stock Common Stock, Value, Issued Disaggregation of Revenue [Line Items] Disaggregation of Revenue [Line Items] Total non-operating income (expense), net Nonoperating Income (Expense) Basis of Presentation Basis of Accounting, Policy [Policy Text Block] Subsequent Event [Table] Subsequent Event [Table] LEASES Lessee, Operating Leases [Text Block] Notes receivable impaired Fair Value Disclosure Notes Receivable Impaired It represents of fair value disclosure notes receivable impaired. Acquisitions (Details) - Schedule of revenue and earnings included in consolidated income statement [Line Items] Acquisitions (Details) - Schedule of revenue and earnings included in consolidated income statement [Line Items] Allowance for losses Accounts Receivable, Allowance for Credit Loss, Current 2021 (remainder of the year) Lessee, Operating Lease, Liability, to be Paid, Remainder of Fiscal Year Common stock Business Combination Recognized Identifiable Assets Acquired And Liabilities Assumed Current Assets Stock ACQUISITIONS Business Combination Disclosure [Text Block] Revenue Recognition (Details) - Schedule of long term trade receivables [Line Items] Revenue Recognition (Details) - Schedule of long term trade receivables [Line Items] Restricted stock Restricted Stock [Member] Receivables [Abstract] Schedule of share-based payment expense Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] Document Period End Date Document Period End Date Securities Marketable Securities, Policy [Policy Text Block] Net income Business Acquisition, Pro Forma Net Income (Loss) Entity Registrant Name Entity Registrant Name Warrants Outstanding, beginning balance (in shares) Warrants Outstanding, ending balance (in shares) Class of Warrant or Right, Outstanding Less: Imputed interest Lessee, Operating Lease, Liability, Undiscounted Excess Amount Share Based Payments and Stock Options (Details) - Schedule of share-based payment expense [Line Items] Share Based Payments and Stock Options (Details) - Schedule of share-based payment expense [Line Items] Common stock issued upon cashless warrant exercise Common Stock Issued Upon Cashless Warrant Exercise Prepaids and other current assets Prepaid Expense and Other Assets, Current Number of shares issued in business acquisition (in shares) Business Acquisition, Equity Interest Issued or Issuable, Number of Shares Accrued liabilities Accrued Liabilities, Current Sales Total Revenues Revenue from Contract with Customer, Excluding Assessed Tax Intellectual property Business Combination, Recognized Identifiable Assets Acquired And Liabilities Assumed, Intellectual Property Business Combination, Recognized Identifiable Assets Acquired And Liabilities Assumed, Intellectual Property Acquisitions (Details) - Schedule of revenue and earnings included in consolidated income statement [Table] Acquisitions (Details) - Schedule of revenue and earnings included in consolidated income statement [Table] NOTES RECEIVABLE Loans, Notes, Trade and Other Receivables Disclosure [Text Block] Common stock issued upon cashless warrant exercise (in shares) Common Stock Issued Upon Shares Cashless Warrant Exercise Fair Value Hierarchy and NAV [Axis] Fair Value Hierarchy and NAV [Axis] Common stock issued for services Stock Issued During Period, Value, Issued for Services Common Stock Common Stock [Member] Interest income Investment Income, Interest Intangible assets, net Other Intangible Assets, Net Income from operations Operating Income (Loss) Property, Plant and Equipment [Table] Property, Plant and Equipment [Table] Current maturities of lease liability Current lease liability Operating Lease, Liability, Current 2023 Finite-Lived Intangible Asset, Expected Amortization, Year Two Increase (Decrease) in Stockholders' Equity [Roll Forward] Increase (Decrease) in Stockholders' Equity [Roll Forward] Property, Plant and Equipment [Abstract] Property, Plant and Equipment [Abstract] Stock-based compensation expense Total Share-based Payment Arrangement, Noncash Expense Store operations Operating Costs and Expenses Additional Paid-In Capital Additional Paid-in Capital [Member] Cash and cash equivalents Cash and Cash Equivalents, at Carrying Value Depreciation expense Depreciation Common stock redeemed in litigation settlement (in shares) Common Stock Redeemed In Litigation Settlement In Shares Revenue Business Acquisitions Revenue Long-Term Debt (Details) - Schedule of long-term debt [Table] Long-Term Debt (Details) - Schedule of long-term debt [Table] Debt Security Category [Axis] Debt Security Category [Axis] Long-Term Debt (Details) - Schedule of long-term debt [Line Items] Long-Term Debt (Details) - Schedule of long-term debt [Line Items] Interest rate Trade Receivable, Stated Interest Rate Trade Receivable, Stated Interest Rate Other expense Other Nonoperating Income (Expense) H2O Hydroponics LLC H2O Hydroponics LLC [Member] H2O Hydroponics LLC Legal services Legal Fees Sales at company owned stores Sales At Company Owned Stores [Member] Common stock issued for business combination Stock Issued Maximum Maximum [Member] Share-based Payment Arrangement [Abstract] Share-based Payment Arrangement [Abstract] Common stock issued for accrued payroll Common Stock Issued For Accrued Payroll Common Stock Issued For Accrued Payroll Total liabilities Liabilities Award Type [Axis] Award Type [Axis] 2022 Finite-Lived Intangible Asset, Expected Amortization, Year One Furniture and equipment Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Equipment Weighted - Average Exercise Price, Granted (in dollars per share) Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price Cash flows from financing activities: Net Cash Provided by (Used in) Financing Activities [Abstract] Mendocino Greenhouse & Garden Supply, Inc. Mendocino Greenhouse & Garden Supply, Inc. [Member] Mendocino Greenhouse & Garden Supply, Inc. Schedule of Operating Lease Liabilities Maturity Lessee, Operating Lease, Liability, Maturity [Table Text Block] Total stockholders’ equity Beginning balances Ending balances Stockholders' Equity Attributable to Parent Accounts and notes receivable Increase (Decrease) in Accounts and Notes Receivable Common stock issued for services (in shares) Stock Issued During Period, Shares, Issued for Services Accounts payable and accrued liabilities Increase (Decrease) in Accounts Payable and Accrued Liabilities Revenue Recognition (Details) - Schedule of customer trade receivables and customer deposit liability [Table] Revenue Recognition (Details) - Schedule of customer trade receivables and customer deposit liability [Table] Prepaids and other current assets Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Prepaid Expense and Other Assets Goodwill and Intangible Assets Disclosure [Abstract] Goodwill and Intangible Assets Disclosure [Abstract] Common stock redeemed Payments for Repurchase of Common Stock Stockholders’ Equity: Stockholders' Equity Attributable to Parent [Abstract] Subtotal Accounts and Financing Receivable, after Allowance for Credit Loss Operating lease liability, net of current maturities Non-current lease liability Operating Lease, Liability, Noncurrent Notes Receivable Notes Receivable [Member] Total Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net City Area Code City Area Code Other than Temporary Impairment, Credit Losses Recognized in Earnings, Categories of Investments [Domain] Other than Temporary Impairment, Credit Losses Recognized in Earnings, Categories of Investments [Domain] Notes receivable, current Less, current portion Financing Receivable, Excluding Accrued Interest, after Allowance for Credit Loss, Current Retained earnings (deficit) Retained Earnings (Accumulated Deficit) Weighted average period Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period Income taxes payable Accrual for Taxes Other than Income Taxes, Current Revenue Recognition (Details) - Schedule of long term trade receivables [Table] Revenue Recognition (Details) - Schedule of long term trade receivables [Table] Statement of Stockholders' Equity [Abstract] Statement of Stockholders' Equity [Abstract] Revision of Prior Period [Domain] Revision of Prior Period [Domain] Operating lease remaining lease term Lessee, Operating Lease, Remaining Lease Term Income Statement [Abstract] Income Statement [Abstract] Amendment Flag Amendment Flag Grow Depot Maine GrowDepotMaine [Member] RECENT ACCOUNTING PRONOUNCEMENTS Accounting Standards Update and Change in Accounting Principle [Text Block] Schedule of fair value of impaired notes receivable Schedule Of Fair Value Of Impaired Notes Receivable [Table Text Block] Customer relationships Business Combination Recognized Identifiable Assets Acquired And Liabilities Assumed Customer Relationships Share Based Payments and Stock Options (Details) - Schedule of share-based payment expense [Table] Share Based Payments and Stock Options (Details) - Schedule of share-based payment expense [Table] San Diego Hydroponics & Organics San Diego Hydroponics Organics [Member] Schedule of notes receivable balances Schedule Of Notes Receivable Balances [Table Text Block] Finite-Lived Intangible Assets by Major Class [Axis] Finite-Lived Intangible Assets by Major Class [Axis] Provision for income taxes Income Tax Expense (Benefit) Accounts receivable, net Accounts Receivable, after Allowance for Credit Loss, Current Equity Components [Axis] Equity Components [Axis] Nonvested Shares, beginning balance (in shares) Nonvested Shares, ending balance (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares Long-Term Debt (Details) - Schedule of long-term debt (Parentheticals) [Line Items] Long-Term Debt (Details) - Schedule of long-term debt (Parentheticals) [Line Items] Fair Value Disclosures [Abstract] Fair Value Disclosures [Abstract] Total current assets Assets, Current Intellectual property Intellectual Property [Member] Total lease payments Lessee, Operating Lease, Liability, to be Paid Disaggregation of Revenue [Table] Disaggregation of Revenue [Table] Earnings E Business Acquisitions Earnings Revenue Recognition, Customer Deposits [Roll Forward] Revenue Recognition, Customer Deposits [Roll Forward] Revenue Recognition, Customer Deposits Inventory, net Inventory, Net Weighted - Average Grant Date Fair Value, Exercised (in dollars per share) Share Based Compensation Arrangement By Share Based Payment Award Options Exercised Weighted Average Grant Date Fair Value Weighted average grant-date fair value of options execised. Entity File Number Entity File Number Statement of Financial Position [Abstract] Statement of Financial Position [Abstract] Indoor Garden & Lighting, Inc IndoorGardenLightingInc [Member] Operating leases Increase Decrease In Operating Leases Current portion of long-term debt Less Current Maturities Long-term Debt, Current Maturities Product and Service [Axis] Product and Service [Axis] Long-Lived Tangible Asset [Domain] Long-Lived Tangible Asset [Domain] Fair Value, by Balance Sheet Grouping [Table] Fair Value, by Balance Sheet Grouping [Table] Entity Incorporation, State or Country Code Entity Incorporation, State or Country Code Schedule of weighted average shares (denominator) used in the basic and dilutive earnings per share Schedule of Weighted Average Number of Shares [Table Text Block] Weighted Average Grant Date Fair Value, Vested (in dollars per share) Weighted - Average Grant Date Fair Value, Options Vested (in dollars per share) Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Weighted Average Grant Date Fair Value Entity Small Business Entity Small Business Accounting Standards Update and Change in Accounting Principle [Abstract] Accounting Standards Update and Change in Accounting Principle [Abstract] Weighted Average Grant Date Fair Value, Granted (in dollars per share) Weighted - Average Grant Date Fair Value, Granted (in dollars per share) Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value Equity Component [Domain] Equity Component [Domain] Short-term lease costs Short-term Lease, Cost Weighted Average Grant Date Fair Value, beginning balance (in dollars per share) Weighted Average Grant Date Fair Value, ending balance (in dollars per share) Share-based Compensation Arrangement by Share-based Payment Award, Option, Nonvested, Weighted Average Exercise Price 2022 Lessee, Operating Lease, Liability, to be Paid, Year One Entity Ex Transition Period Entity Ex Transition Period Investments [Abstract] Investments [Abstract] Consolidated Consolidated [Member] Equity consideration for purchase Business Combination, Consideration Transferred, Equity Interests Issued and Issuable Vehicles Vehicles [Member] Statement [Line Items] Statement [Line Items] Forfeited or expired, Shares (in shares) Stock Issued During Period, Shares, Restricted Stock Award, Forfeited Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] Increase (decrease) Increase (Decrease) in Contract with Customer, Liability Common stock issued for assets (in shares) Stock Issued During Period, Shares, Acquisitions Common stock issued in connection with business combinations (in shares) Common Stock Issued In Shares Connection With Business Combinations In Shares 55 Hydro Hydro [Member] Commercial paper Commercial Paper Weight - Average Exercise Price Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] Share based compensation Shares Issued, Value, Share-based Payment Arrangement, after Forfeiture 2025 Lessee, Operating Lease, Liability, to be Paid, Year Four Gross Carrying Amount Intangible Assets, Gross (Excluding Goodwill) Debt Disclosure [Abstract] Debt Disclosure [Abstract] Entity Address, State or Province Entity Address, State or Province Purchase of marketable securities Payments to Acquire Marketable Securities Net income before taxes Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest Goodwill Business Combination Recognized Identifiable Assets Acquired And Liabilities Assumed Goodwill Notes receivable Notes Receivable, Fair Value Disclosure Fair Value, Inputs, Level 2 Fair Value, Inputs, Level 2 [Member] Long-Lived Tangible Asset [Axis] Long-Lived Tangible Asset [Axis] Proceeds from the sale of common stock and exercise of warrants, net of expenses Proceeds from Issuance of Warrants Nonvested Shares, Granted (in shares) Granted, Shares (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross Entity Shell Company Entity Shell Company Local Phone Number Local Phone Number Common stock issued upon cashless exercise of options Common Stock Issued Upon Cashless Exercise Of Options Grow Warehouse GrowWarehouse [Member] TOTAL ASSETS Assets Deferred taxes Deferred Income Taxes and Tax Credits Net Income Business Acquisitions Net Income Weighted - Average Remaining Contractual Term, Vested and exercisable Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Weighted Average Remaining Contractual Term Net income Net Income (Loss) Available to Common Stockholders, Basic Weighted Average Exercise Price Share-based Compensation Arrangement by Share-based Payment Award, Warrants, Outstanding, Weighted Average Exercise Price [Roll Forward] Share-based Compensation Arrangement by Share-based Payment Award, Warrants, Outstanding, Weighted Average Exercise Price Schedule of company’s outstanding stock purchase warrants Schedule of Nonvested Restricted Stock Units Activity [Table Text Block] Product and Service [Domain] Product and Service [Domain] Trade name Business Combination Recognized Identifiable Assets Acquired And Liabilities Assumed Trade Name Depreciation and amortization Depreciation, Depletion and Amortization, Nonproduction Interest rate per annum Debt Instrument, Interest Rate, Stated Percentage Derivative Contract [Domain] Derivative Contract [Domain] Operating lease extension term Lessee, Operating Lease, Renewal Term Common stock redemption (in shares) Stock Redeemed or Called During Period, Shares Net cash provided by operating activities Net Cash Provided by (Used in) Operating Activities Schedule of long-term debt Schedule of Debt [Table Text Block] Furniture, fixtures and equipment Furniture and Fixtures [Member] Schedule of other information related to leases Lease, Cost [Table Text Block] Entity Tax Identification Number Entity Tax Identification Number 55 Hydroponics Hydroponics [Member] Subsequent Event [Line Items] Subsequent Event [Line Items] Weighted average shares outstanding, basic (in shares) Weighted average shares outstanding, basic (in shares) Weighted Average Number of Shares Outstanding, Basic Net income per share, diluted (in dollars per share) Dilutive earnings per share (in dollars per share) Earnings Per Share, Diluted Adjusted weighted average shares outstanding, dilutive (in shares) Weighted Average Number Diluted Shares Outstanding Adjustment Cash paid for interest Income Taxes Paid, Net SUBSEQUENT EVENTS Subsequent Events [Text Block] Book value Book Value Book value of equipment. Payroll and payroll tax liabilities Accrued Payroll Taxes, Current Notes receivables, net of current portion Notes receivable, noncurrent Financing Receivable, Excluding Accrued Interest, after Allowance for Credit Loss, Noncurrent Agron Agron [Member] Net cash provided by (used in) financing activities Net Cash Provided by (Used in) Financing Activities Related Party Transaction [Line Items] Related Party Transaction [Line Items] Share Based Payments and Stock Options (Details) - Schedule of restricted stock activity [Line Items] Share Based Payments and Stock Options (Details) - Schedule of restricted stock activity [Line Items] Business Acquisition, Acquiree [Domain] Business Acquisition, Acquiree [Domain] FAIR VALUE MEASUREMENTS Fair Value Disclosures [Text Block] Accounts payable Accounts Payable, Current HGS Hydro HGS Hydro [Member] HGS Hydro 2024 Finite-Lived Intangible Asset, Expected Amortization, Year Three Note receivable Note Receivable Note receivable. 2021, remainder Finite-Lived Intangible Asset, Expected Amortization, Remainder of Fiscal Year Inventory Increase (Decrease) in Inventories Marketable Securities [Table] Marketable Securities [Table] Common stock issued for share based compensation (in shares) Common Stock Issued For Share Based Compensation In Shares Cost of sales Cost of Goods and Services Sold Purchase of intangibles Payments to Acquire Intangible Assets Weighted - Average Remaining Contractual Term, Outstanding ending Share Based Compensation Arrangement By Share Based Payment Award Options Outstanding Weighted Average Remaining Contractual Term Weighted average remaining contractual term for option awards outstanding, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. Shares Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] INVESTMENTS Investment [Text Block] Notes payable issued in connection with seller financing NotesPayableIssuedInConnectionWithSellerFinancing [Member] Total operating lease costs Lease, Cost Schedule of property and equipment Property, Plant and Equipment [Table Text Block] Customer relationships Customer Relationships [Member] Charcoir Corporation CharcoirCorporation [Member] Property and equipment, net Property and equipment, net Property, Plant and Equipment, Net Number of installments Number Of Installments Number of installments. PROPERTY AND EQUIPMENT Property, Plant and Equipment Disclosure [Text Block] Total operating expenses Operating Expenses Schedule of future amortization expense Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] Principal payments on long term debt Repayments of Long-term Debt Marketable securities Marketable securities Marketable Securities Earnings Per Share [Abstract] Earnings Per Share [Abstract] Revenue Business Acquisition, Pro Forma Revenue Total property and equipment, gross Property, Plant and Equipment, Gross Deferred tax liability Deferred Tax Liabilities, Other Document Quarterly Report Document Quarterly Report Corporate notes and bonds Debt Securities, Available-for-sale, Unrealized Loss Position, Accumulated Loss Options Vested and exercisable , Shares (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number Weighted - Average Exercise Price, Outstanding beginning balance (in dollars per share) Weighted - Average Exercise Price, Outstanding ending balance (in dollars per share) Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price Common Stock Warrants Warrants Warrant [Member] Entity Common Stock, Shares Outstanding Entity Common Stock, Shares Outstanding Long-term debt, net of current portion Long-term Debt, Excluding Current Maturities Patents, trademarks Patents [Member] Operating lease right to use asset Business Combination Recognized Identifiable Assets Acquired And Liabilities Assumed Operating Lease Right To Use Asset Operating lease right to use asset Schedule of Related Party Transactions, by Related Party [Table] Schedule of Related Party Transactions, by Related Party [Table] Common stock issued upon warrant exercise Stock Issued During Period, Value, Other Weighted Average Exercise Price Outstanding, beginning (in dollars per share) Weighted Average Exercise Price Outstanding, ending (in dollars per share) Share Based Compensation Arrangement By Share Based Payment Award Warrant Outstanding Weighted Average Exercise Price Share based compensation arrangement by share based payment award warrants outstanding weighted average exercise price. Warrants Share-based Compensation by Share-based Payment Award, Warrants, Outstanding [Roll Forward] Share-based Compensation by Share-based Payment Award, Warrants, Outstanding Capitalized software Capitalizedsoftware [Member] Document Fiscal Period Focus Document Fiscal Period Focus Weighted - Average Grant Date Fair Value, Forfeited or expired (in dollars per share) Share Based Compensation Arrangement By Share Based Payment Award Options Forfeited Weighted Average Grant Date Fair Value Weighted average grant-date fair value of options forfeited. Accounts receivable Accounts Receivable, before Allowance for Credit Loss, Current Revenue Recognition (Details) - Schedule of customer trade receivables and customer deposit liability [Line Items] Revenue Recognition (Details) - Schedule of customer trade receivables and customer deposit liability [Line Items] Transaction cost Business Combination, Separately Recognized Transactions, Assets Recognized Liabilities Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities Common stock issued upon warrant exercise (in shares) Stock Issued During Period, Shares, Other Cash at the beginning of period Cash at the end of period Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents Effect of dilution (in shares) Effect Of Dilutive Outstanding Warrants And Stock Options Effect of dilutive common stock equivalents. Schedule of long term trade receivables Schedule Of Long Term Trade Receivables [Table Text Block] Common stock issued for share based compensation Common Stock Issued For Share Based Compensation Current assets: Assets, Current [Abstract] Interest expense Interest Income (Expense), Nonoperating, Net Leases [Abstract] Leases [Abstract] Entity Central Index Key Entity Central Index Key Schedule of intangible assets Schedule of Finite-Lived Intangible Assets [Table Text Block] Security Exchange Name Security Exchange Name Customer deposits Customer Refund Liability, Current Common stock issued upon exercise of options (in shares) Exercised, Shares (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period Weighted average shares outstanding, diluted (in shares) Weighted Average Number of Shares Outstanding, Diluted Related Party [Domain] Related Party [Domain] Current Fiscal Year End Date Current Fiscal Year End Date Schedule of company’s outstanding stock purchase warrants Share-based Payment Arrangement, Option, Activity [Table Text Block] Revenue Recognition (Details) - Schedule of notes receivable balances [Table] Revenue Recognition (Details) - Schedule of notes receivable balances [Table] Right to use asset Business Combination Recognized Identifiable Assets Acquired Goodwill And Liabilities Assumed Net Right To Use Asset Statement of Cash Flows [Abstract] Statement of Cash Flows [Abstract] Repayment term Trade Receivable, Payment Term Trade Receivable, Payment Term Finite-Lived Intangible Assets, Major Class Name [Domain] Finite-Lived Intangible Assets, Major Class Name [Domain] Net cash used in investing activities Net Cash Provided by (Used in) Investing Activities Accumulated depreciation and amortization Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment Marketable Securities [Line Items] Marketable Securities [Line Items] Distribution Distribution [Member] Cash flows from operating activities: Net Cash Provided by (Used in) Operating Activities [Abstract] Total current liabilities Liabilities, Current Harvest Harvest [Member] Harvest Cash consideration for purchase Payments to Acquire Businesses, Gross San Diego Hydro SanDiegoHydro [Member] Cash Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents Entity Address, Postal Zip Code Entity Address, Postal Zip Code Debt Instrument, Name [Domain] Debt Instrument, Name [Domain] Title of 12(b) Security Title of 12(b) Security Schedule of investments, available for sales securities Marketable Securities [Table Text Block] Statement [Table] Statement [Table] New Accounting Pronouncements and Recently Adopted Accounting Pronouncements New Accounting Pronouncements, Policy [Policy Text Block] Charcoir Charcoir [Member] Statistical Measurement [Axis] Statistical Measurement [Axis] Warrants, Issued (in shares) Share Based Compensation Arrangement By Share Based Payment Award Warrants Issued In Period Gross Share based compensation arrangement by share based payment award warrants issued in period gross. Subsequent Event Subsequent Event [Member] Cover [Abstract] Cover [Abstract] Nonvested Shares, Vested (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares Purchase of property and equipment Payments to Acquire Machinery and Equipment Weighted Average Exercise Price, Exercised (in dollars per share) Share Based Compensation Arrangements By Share Based Payment Award Warrants Exercised In Period Weighted Average Exercise Price Weighted Average Exercise Price, Exercised. Total Finite-Lived Intangible Assets, Net Goodwill Balance, beginning of period Balance, end of period Goodwill Acquisitions (Details) [Line Items] Acquisitions (Details) [Line Items] Depreciation and amortization Depreciation, Amortization and Accretion, Net Nonvested Shares, Forfeited (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested Options Forfeited, Number of Shares Schedule of goodwill Schedule of Goodwill [Table Text Block] Adjustments to reconcile net income to net cash provided by operating activities: Adjustments to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities [Abstract] Subsequent Event Type [Axis] Subsequent Event Type [Axis] Aqua Serene Aqua Serene [Member] Aqua Serene Operating lease costs Operating Lease, Cost RELATED PARTIES Related Party Transactions Disclosure [Text Block] Long-Term Debt (Details) - Schedule of long-term debt (Parentheticals) [Table] Long-Term Debt (Details) - Schedule of long-term debt (Parentheticals) [Table] Weighted Average Grant Date Fair Value, Forfeited (in dollars per share) Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested Options Forfeited, Weighted Average Grant Date Fair Value Schedule of Finite-Lived Intangible Assets [Table] Schedule of Finite-Lived Intangible Assets [Table] LONG-TERM DEBT Long-term Debt [Text Block] Long term debt, monthly payment Debt Instrument, Periodic Payment EX-101.PRE 17 grwg-20210630_pre.xml XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT XML 18 grwg-20210630_htm.xml IDEA: XBRL DOCUMENT 0001604868 2021-01-01 2021-06-30 0001604868 2021-08-12 0001604868 2021-06-30 0001604868 2020-12-31 0001604868 2021-04-01 2021-06-30 0001604868 2020-04-01 2020-06-30 0001604868 2020-01-01 2020-06-30 0001604868 us-gaap:CommonStockMember 2020-12-31 0001604868 us-gaap:AdditionalPaidInCapitalMember 2020-12-31 0001604868 us-gaap:RetainedEarningsMember 2020-12-31 0001604868 us-gaap:CommonStockMember 2021-01-01 2021-03-31 0001604868 us-gaap:AdditionalPaidInCapitalMember 2021-01-01 2021-03-31 0001604868 2021-01-01 2021-03-31 0001604868 us-gaap:RetainedEarningsMember 2021-01-01 2021-03-31 0001604868 us-gaap:CommonStockMember 2021-03-31 0001604868 us-gaap:AdditionalPaidInCapitalMember 2021-03-31 0001604868 us-gaap:RetainedEarningsMember 2021-03-31 0001604868 2021-03-31 0001604868 us-gaap:CommonStockMember 2021-04-01 2021-06-30 0001604868 us-gaap:AdditionalPaidInCapitalMember 2021-04-01 2021-06-30 0001604868 us-gaap:RetainedEarningsMember 2021-04-01 2021-06-30 0001604868 us-gaap:CommonStockMember 2021-06-30 0001604868 us-gaap:AdditionalPaidInCapitalMember 2021-06-30 0001604868 us-gaap:RetainedEarningsMember 2021-06-30 0001604868 us-gaap:CommonStockMember 2019-12-31 0001604868 us-gaap:AdditionalPaidInCapitalMember 2019-12-31 0001604868 us-gaap:RetainedEarningsMember 2019-12-31 0001604868 2019-12-31 0001604868 us-gaap:CommonStockMember 2020-01-01 2020-03-31 0001604868 us-gaap:AdditionalPaidInCapitalMember 2020-01-01 2020-03-31 0001604868 2020-01-01 2020-03-31 0001604868 us-gaap:RetainedEarningsMember 2020-01-01 2020-03-31 0001604868 us-gaap:CommonStockMember 2020-03-31 0001604868 us-gaap:AdditionalPaidInCapitalMember 2020-03-31 0001604868 us-gaap:RetainedEarningsMember 2020-03-31 0001604868 2020-03-31 0001604868 us-gaap:CommonStockMember 2020-04-01 2020-06-30 0001604868 us-gaap:AdditionalPaidInCapitalMember 2020-04-01 2020-06-30 0001604868 us-gaap:RetainedEarningsMember 2020-04-01 2020-06-30 0001604868 us-gaap:CommonStockMember 2020-06-30 0001604868 us-gaap:AdditionalPaidInCapitalMember 2020-06-30 0001604868 us-gaap:RetainedEarningsMember 2020-06-30 0001604868 2020-06-30 0001604868 us-gaap:FairValueInputsLevel2Member 2021-06-30 0001604868 us-gaap:FairValueInputsLevel2Member 2020-12-31 0001604868 us-gaap:FairValueInputsLevel3Member 2021-06-30 0001604868 us-gaap:FairValueInputsLevel3Member 2020-12-31 0001604868 grwg:SalesAtCompanyOwnedStoresMember 2021-04-01 2021-06-30 0001604868 grwg:SalesAtCompanyOwnedStoresMember 2020-04-01 2020-06-30 0001604868 grwg:SalesAtCompanyOwnedStoresMember 2021-01-01 2021-06-30 0001604868 grwg:SalesAtCompanyOwnedStoresMember 2020-01-01 2020-06-30 0001604868 grwg:DistributionMember 2021-04-01 2021-06-30 0001604868 grwg:DistributionMember 2020-04-01 2020-06-30 0001604868 grwg:DistributionMember 2021-01-01 2021-06-30 0001604868 grwg:DistributionMember 2020-01-01 2020-06-30 0001604868 grwg:EcommerceSalesMember 2021-04-01 2021-06-30 0001604868 grwg:EcommerceSalesMember 2020-04-01 2020-06-30 0001604868 grwg:EcommerceSalesMember 2021-01-01 2021-06-30 0001604868 grwg:EcommerceSalesMember 2020-01-01 2020-06-30 0001604868 grwg:ReceivablesMember 2020-12-31 0001604868 grwg:CustomerDepositLiabilityMember 2020-12-31 0001604868 grwg:ReceivablesMember 2021-06-30 0001604868 grwg:CustomerDepositLiabilityMember 2021-06-30 0001604868 grwg:ReceivablesMember 2021-01-01 2021-06-30 0001604868 grwg:CustomerDepositLiabilityMember 2021-01-01 2021-06-30 0001604868 grwg:ReceivablesMember 2019-12-31 0001604868 grwg:CustomerDepositLiabilityMember 2019-12-31 0001604868 grwg:ReceivablesMember 2020-06-30 0001604868 grwg:CustomerDepositLiabilityMember 2020-06-30 0001604868 grwg:ReceivablesMember 2020-01-01 2020-06-30 0001604868 grwg:CustomerDepositLiabilityMember 2020-01-01 2020-06-30 0001604868 srt:MinimumMember 2021-01-01 2021-06-30 0001604868 srt:MaximumMember 2021-01-01 2021-06-30 0001604868 us-gaap:TradeAccountsReceivableMember 2021-06-30 0001604868 us-gaap:TradeAccountsReceivableMember 2020-12-31 0001604868 us-gaap:NotesReceivableMember 2021-06-30 0001604868 us-gaap:NotesReceivableMember 2020-12-31 0001604868 us-gaap:FairValueInputsLevel2Member grwg:AdjustedCostBasisMember 2021-06-30 0001604868 us-gaap:FairValueInputsLevel2Member grwg:UnrealizedGainLossMember 2021-06-30 0001604868 us-gaap:FairValueInputsLevel2Member grwg:RecordedBasisMember 2021-06-30 0001604868 grwg:AdjustedCostBasisMember 2021-06-30 0001604868 grwg:UnrealizedGainLossMember 2021-06-30 0001604868 grwg:RecordedBasisMember 2021-06-30 0001604868 us-gaap:VehiclesMember 2021-06-30 0001604868 us-gaap:VehiclesMember 2020-12-31 0001604868 us-gaap:BuildingMember 2021-06-30 0001604868 us-gaap:BuildingMember 2020-12-31 0001604868 us-gaap:LeaseholdImprovementsMember 2021-06-30 0001604868 us-gaap:LeaseholdImprovementsMember 2020-12-31 0001604868 us-gaap:FurnitureAndFixturesMember 2021-06-30 0001604868 us-gaap:FurnitureAndFixturesMember 2020-12-31 0001604868 2020-01-01 2020-12-31 0001604868 us-gaap:TradeNamesMember 2021-06-30 0001604868 us-gaap:TradeNamesMember 2020-12-31 0001604868 us-gaap:PatentsMember 2021-06-30 0001604868 us-gaap:PatentsMember 2020-12-31 0001604868 us-gaap:CustomerRelationshipsMember 2021-06-30 0001604868 us-gaap:CustomerRelationshipsMember 2020-12-31 0001604868 grwg:NonCompetesMember 2021-06-30 0001604868 grwg:NonCompetesMember 2020-12-31 0001604868 us-gaap:IntellectualPropertyMember 2021-06-30 0001604868 us-gaap:IntellectualPropertyMember 2020-12-31 0001604868 grwg:CapitalizedsoftwareMember 2021-06-30 0001604868 grwg:CapitalizedsoftwareMember 2020-12-31 0001604868 grwg:WellsFargoEquipmentFinanceMember 2021-06-30 0001604868 grwg:WellsFargoEquipmentFinanceMember 2021-01-01 2021-06-30 0001604868 grwg:WellsFargoEquipmentFinanceMember 2020-12-31 0001604868 grwg:NotesPayableIssuedInConnectionWithSellerFinancingMember 2021-06-30 0001604868 grwg:NotesPayableIssuedInConnectionWithSellerFinancingMember 2021-01-01 2021-06-30 0001604868 grwg:NotesPayableIssuedInConnectionWithSellerFinancingMember 2020-12-31 0001604868 srt:MinimumMember 2021-06-30 0001604868 srt:MaximumMember 2021-06-30 0001604868 us-gaap:RestrictedStockMember 2021-01-01 2021-06-30 0001604868 us-gaap:RestrictedStockMember 2020-01-01 2020-06-30 0001604868 grwg:StockOptionsMember 2021-01-01 2021-06-30 0001604868 grwg:StockOptionsMember 2020-01-01 2020-06-30 0001604868 us-gaap:WarrantMember 2021-01-01 2021-06-30 0001604868 us-gaap:WarrantMember 2020-01-01 2020-06-30 0001604868 us-gaap:StockOptionMember 2021-01-01 2021-06-30 0001604868 us-gaap:RestrictedStockMember 2020-12-31 0001604868 us-gaap:RestrictedStockMember 2021-06-30 0001604868 grwg:IndoorGardenLightingIncMember 2021-01-25 2021-01-25 0001604868 grwg:IndoorGardenLightingIncMember 2021-01-25 0001604868 grwg:GrowDepotMaineMember 2021-02-01 2021-02-01 0001604868 grwg:GrowDepotMaineMember 2021-02-01 0001604868 grwg:GrowWarehouseLLCMember 2021-02-15 2021-02-15 0001604868 grwg:GrowWarehouseLLCMember 2021-02-15 0001604868 grwg:SanDiegoHydroponicsOrganicsMember 2021-02-22 2021-02-22 0001604868 grwg:SanDiegoHydroponicsOrganicsMember 2021-02-22 0001604868 grwg:CharcoirCorporationMember 2021-03-12 2021-03-12 0001604868 grwg:CharcoirCorporationMember 2021-03-12 0001604868 grwg:HydroponicsMember 2021-03-15 2021-03-15 0001604868 grwg:HydroponicsMember 2021-03-15 0001604868 grwg:AquariusMember 2021-03-15 2021-03-15 0001604868 grwg:AquariusMember 2021-03-15 0001604868 grwg:AgronLLCMember 2021-03-19 2021-03-19 0001604868 grwg:AgronLLCMember 2021-03-19 0001604868 grwg:DownRiverHydroMember 2021-04-19 2021-04-19 0001604868 grwg:DownRiverHydroMember 2021-04-19 0001604868 grwg:HarvestMember 2021-05-24 2021-05-24 0001604868 grwg:HarvestMember 2021-05-24 0001604868 grwg:AgronMember 2021-06-30 0001604868 grwg:AquariusMember 2021-06-30 0001604868 grwg:HydroMember 2021-06-30 0001604868 grwg:CharcoirMember 2021-06-30 0001604868 grwg:SanDiegoHydroMember 2021-06-30 0001604868 grwg:GrowWarehouseMember 2021-06-30 0001604868 grwg:GrowDepotMaineMember 2021-06-30 0001604868 grwg:IndoorGardenMember 2021-06-30 0001604868 grwg:DownRiverHydroMember 2021-06-30 0001604868 grwg:HarvestMember 2021-06-30 0001604868 grwg:AgronMember 2021-01-01 2021-06-30 0001604868 grwg:AquariusMember 2021-01-01 2021-06-30 0001604868 grwg:HydroMember 2021-01-01 2021-06-30 0001604868 grwg:CharcoirMember 2021-01-01 2021-06-30 0001604868 grwg:SanDiegoHydroMember 2021-01-01 2021-06-30 0001604868 grwg:GrowWarehouseMember 2021-01-01 2021-06-30 0001604868 grwg:GrowDepotMaineMember 2021-01-01 2021-06-30 0001604868 grwg:IndoorGardenMember 2021-01-01 2021-06-30 0001604868 grwg:DownRiverHydroMember 2021-01-01 2021-06-30 0001604868 grwg:HarvestMember 2021-01-01 2021-06-30 0001604868 grwg:HealthHarvestLLCMember 2020-02-26 0001604868 grwg:H2OHydroponicsLLCMember 2020-06-16 0001604868 grwg:H2OHydroponicsLLCMember 2020-06-30 0001604868 grwg:HealthHarvestLLCMember 2020-06-30 0001604868 grwg:H2OHydroponicsLLCMember 2020-06-26 2020-06-30 0001604868 grwg:HealthHarvestLLCMember 2020-02-26 2020-06-30 0001604868 2020-02-26 2020-06-30 0001604868 grwg:ConsolidatedMember 2019-04-01 2019-06-30 0001604868 2019-01-01 2019-06-30 0001604868 us-gaap:ImmediateFamilyMemberOfManagementOrPrincipalOwnerMember 2021-04-01 2021-06-30 0001604868 us-gaap:ImmediateFamilyMemberOfManagementOrPrincipalOwnerMember 2021-01-01 2021-06-30 0001604868 grwg:AquaSereneMember us-gaap:SubsequentEventMember 2021-07-01 2021-07-01 0001604868 grwg:MendocinoGreenhouseGardenSupplyIncMember us-gaap:SubsequentEventMember 2021-07-03 2021-07-03 0001604868 grwg:HGSHydroMember us-gaap:SubsequentEventMember 2021-07-27 0001604868 grwg:HGSHydroMember us-gaap:SubsequentEventMember 2021-07-27 2021-07-27 shares iso4217:USD iso4217:USD shares grwg:store grwg:state pure grwg:installment --12-31 false 0001604868 2021 Q2 10-Q true 2021-06-30 false 333-207889 GROWGENERATION CORP CO 46-5008129 5619 DTC Parkway Suite 900 Greenwood Village CO 80111 800 935-8420 Common Stock, par value $0.001 per share GRWG NASDAQ Yes Yes Non-accelerated Filer true true false false 59607234 67155000 177912000 57357000 0 4377000 3901000 4535000 2612000 95937000 54024000 0 655000 26286000 11125000 255647000 250229000 10455000 6475000 31661000 12088000 1371000 1200000 44279000 21490000 108740000 62951000 694000 301000 452847000 354734000 36481000 14623000 2639000 672000 4412000 2655000 6793000 5155000 2046000 1161000 1846000 0 5464000 3001000 83000 83000 59764000 27350000 1697000 750000 27427000 9479000 106000 158000 88994000 37737000 60000 57000 353575000 319582000 10218000 -2642000 363853000 316997000 452847000 354734000 125885000 43451000 215907000 76433000 90172000 31866000 154817000 55902000 35713000 11585000 61090000 20531000 12624000 3877000 20806000 7516000 10563000 4431000 17968000 11496000 2917000 468000 4971000 827000 26104000 8776000 43745000 19839000 9609000 2809000 17345000 692000 -8000 -66000 -46000 -61000 36000 0 40000 25000 4000 13000 6000 20000 24000 -79000 -12000 -56000 9633000 2730000 17333000 636000 2920000 156000 4473000 156000 6713000 2574000 12860000 480000 0.11 0.07 0.22 0.01 0.11 0.06 0.22 0.01 59061000 38617000 58588000 38224000 60223000 41016000 59794000 40241000 57151000 57000 319582000 -2642000 316997000 40000 111000 111000 535000 1000 -1000 0 1000 2000 2000 5000 0 548000 29249000 29249000 300000 0 90000 0 96000 3954000 3954000 1187000 0 1187000 6147000 6147000 58394000 58000 346176000 3505000 349739000 216000 224000 224000 119000 0 460000 1000 1729000 1730000 272000 0 101000 1000 3938000 3939000 1508000 1508000 6713000 6713000 59562000 60000 353575000 10218000 363853000 36876000 37000 60742000 -7970000 52809000 191000 510000 510000 19000 0 280000 0 250000 1102000 1102000 24000 101000 101000 50000 0 519000 1000 1760000 1761000 2209000 2209000 -2094000 -2094000 38209000 38000 66424000 -10064000 56398000 81000 282000 282000 78000 0 30000 0 108000 705000 705000 10000 67000 67000 325000 717000 717000 5000 25000 25000 1162000 1162000 2574000 2574000 38846000 38000 69382000 -7490000 61930000 12860000 480000 4971000 827000 3241000 5302000 313000 195000 947000 0 2883000 -652000 32763000 6154000 14487000 2550000 23280000 6608000 -838000 -157000 1757000 272000 1846000 156000 -1469000 169000 885000 345000 2274000 6121000 48045000 3032000 57357000 0 4428000 1280000 1262000 709000 -111092000 -5021000 52000 47000 3954000 0 2067000 792000 -1939000 745000 -110757000 1845000 177912000 12979000 67155000 14824000 6000 20000 0 718000 33187000 1808000 0 168000 19573000 1095000 GENERAL<div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">GrowGeneration Corp (the “Company”, "we", or "our") 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, ventilation systems and accessories for hydroponic gardening. Currently, the Company owns and operates a chain of fifty-eight (58) retail hydroponic/gardening stores across 12 states, an online e-commerce platform, and proprietary businesses that market grow solutions through our platforms and other wholesale customers. The Company’s plan is to continue to acquire, open and operate hydroponic/gardening stores and related businesses throughout the United States. </span></div><div style="padding-left:18pt;text-align:justify"><span><br/></span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;text-decoration:underline">Basis of Presentation</span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The accompanying interim unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements.  In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. These statements should be read in conjunction with our Annual Report on Form 10-K for the fiscal year ended December 31, 2020.  The results of operations for our interim periods are not necessarily indicative of results for the full fiscal year.</span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">All amounts included in the accompanying footnotes to the consolidated financial statements, except per share data, is in thousands (000).</span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;text-decoration:underline">Risk and Uncertainties</span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The COVID-19 pandemic has created significant public health concerns as well as economic disruption, uncertainty, and volatility which may negatively affect our business operations. As a result, if the pandemic persists or worsens, our accounting estimates and assumptions could be impacted in subsequent interim reports and upon final determination at year-end, and it is reasonably possible such changes could be significant (although the potential effects cannot be estimated at this time). The Company has experienced minimal business interruption as a result of the COVID-19 pandemic. We have been deemed an “essential” business by state and local authorities in the areas in which we operate and as such have not been subject to business closures. The COVID-19 pandemic to date has resulted in temporary supply chain delays of our inventory. As events surrounding the COVID-19 pandemic can change rapidly we cannot predict how it may disrupt our operations or the full extent of the disruption.</span></div><div style="padding-left:18pt;text-align:justify"><span><br/></span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;text-decoration:underline">New Accounting Policies Adopted During the Six Months Ended June 30, 2021 </span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;text-decoration:underline">Securities</span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company classifies its commercial paper and debt securities as marketable securities. Marketable securities with available fair market values are stated at fair market values. Unrealized gains and unrealized losses on these marketable securities are reported, net of applicable income taxes, in other comprehensive income. Realized gains or losses on sale of marketable securities are computed using primarily the moving average cost and reported in net income. For the six months ended June 30, 2021, there were no significant unrealized gains or losses recorded.</span></div> 58 12 <div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;text-decoration:underline">Basis of Presentation</span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The accompanying interim unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements.  In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. These statements should be read in conjunction with our Annual Report on Form 10-K for the fiscal year ended December 31, 2020.  The results of operations for our interim periods are not necessarily indicative of results for the full fiscal year.</span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">All amounts included in the accompanying footnotes to the consolidated financial statements, except per share data, is in thousands (000).</span></div> <div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;text-decoration:underline">Risk and Uncertainties</span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The COVID-19 pandemic has created significant public health concerns as well as economic disruption, uncertainty, and volatility which may negatively affect our business operations. As a result, if the pandemic persists or worsens, our accounting estimates and assumptions could be impacted in subsequent interim reports and upon final determination at year-end, and it is reasonably possible such changes could be significant (although the potential effects cannot be estimated at this time). The Company has experienced minimal business interruption as a result of the COVID-19 pandemic. We have been deemed an “essential” business by state and local authorities in the areas in which we operate and as such have not been subject to business closures. The COVID-19 pandemic to date has resulted in temporary supply chain delays of our inventory. As events surrounding the COVID-19 pandemic can change rapidly we cannot predict how it may disrupt our operations or the full extent of the disruption.</span></div> <div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;text-decoration:underline">Securities</span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company classifies its commercial paper and debt securities as marketable securities. Marketable securities with available fair market values are stated at fair market values. Unrealized gains and unrealized losses on these marketable securities are reported, net of applicable income taxes, in other comprehensive income. Realized gains or losses on sale of marketable securities are computed using primarily the moving average cost and reported in net income. For the six months ended June 30, 2021, there were no significant unrealized gains or losses recorded.</span></div> FAIR VALUE MEASUREMENTS<div style="padding-left:6.75pt;padding-right:6.75pt;text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%"> </span></div><div style="padding-left:13.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;text-decoration:underline">Fair Value Measurements</span></div><div style="padding-left:13.5pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="padding-left:13.5pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable:</span></div><div style="padding-left:13.5pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="margin-bottom:12pt;padding-left:36pt;text-indent:-18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">•</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;padding-left:14.5pt">Level 1—Quoted prices in active markets for identical assets or liabilities.</span></div><div style="margin-bottom:12pt;padding-left:36pt;text-indent:-18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">•</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;padding-left:14.5pt">Level 2—Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data.</span></div><div style="padding-left:36pt;text-indent:-18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">•</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;padding-left:14.5pt">Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques.</span></div><div style="padding-left:13.5pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="padding-left:13.5pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.</span></div><div style="padding-left:13.5pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="padding-left:13.5pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The carrying amounts of cash and cash equivalents, accounts receivable, available for sales securities, accounts payable and all other current liabilities approximate fair values due to their short-term nature. The fair value of notes receivable approximates the outstanding balance and are reviewed for impairment at least annually. The fair value of impaired notes receivable is determined based on estimated future payments discounted back to present value using the notes effective interest rate.</span></div><div style="padding-left:13.5pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.269%"><tr><td style="width:1.0%"/><td style="width:53.244%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.627%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.536%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.627%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.536%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.630%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Level</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">June 30,<br/>2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">December 31,<br/>2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Cash equivalents</span></td><td colspan="3" style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">67,155 </span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">177,912 </span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Marketable securities</span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2</span></td><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">57,357 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Notes receivable</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,906 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,937 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Notes receivable impaired</span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3</span></td><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">875 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Accounts receivable</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,377 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,901 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> <table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.269%"><tr><td style="width:1.0%"/><td style="width:53.244%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.627%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.536%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.627%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.536%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.630%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Level</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">June 30,<br/>2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">December 31,<br/>2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Cash equivalents</span></td><td colspan="3" style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">67,155 </span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">177,912 </span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Marketable securities</span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2</span></td><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">57,357 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Notes receivable</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,906 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,937 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Notes receivable impaired</span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3</span></td><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">875 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Accounts receivable</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,377 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,901 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table> 67155000 177912000 57357000 0 5906000 2937000 0 875000 4377000 3901000 RECENT ACCOUNTING PRONOUNCEMENTS<div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;text-decoration:underline">New Accounting Pronouncements</span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">From time to time, the Financial Accounting Standards Board (“FASB”) or other standard setting bodies issue new accounting pronouncements. Updates to the FASB Accounting Standards Codification ("ASC") are communicated through issuance of an Accounting Standards Update (“ASU”). We have implemented all new accounting pronouncements that are in effect and that may impact our financial statements. We have evaluated recently issued accounting pronouncements and determined that there is no material impact on our financial position or results of operations. </span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">As an emerging growth company, the Company is permitted to delay the adoption of new or revised accounting standards until such time as those standards apply to private companies. The Company has chosen to take advantage of the extended transition period for complying with new or revised accounting standards.</span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Refer to Note 3 to the Consolidated Financial Statements reported in Form 10-K for the year ended December 31, 2020 for recently issued accounting pronouncements that are pending adoption. </span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Recently Adopted Accounting Pronouncements</span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%"> </span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In August 2018, the FASB issued ASU 2018-13, </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">. The new guidance modifies the disclosure requirements on fair value measurements in Topic 820. The amendments in ASU 2018-13 are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The adoption of this new guidance, effective January 1, 2020, did not have a material impact on our Financial Statements.</span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In December 2019, the FASB issued ASU 2019-12, </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Simplifying the Accounting for Income Taxes</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">, to simplify the accounting for income taxes by removing certain exceptions to the general principles and also simplification of areas such as franchise taxes, step-up in tax basis goodwill, separate entity financial statements and interim recognition of enactment of tax laws or rate changes. The standard was effective for annual reporting periods beginning after December 15, 2020, including interim reporting periods within those periods. There was no material impact on our consolidated financial statements and related disclosures as a result of adopting this standard.</span></div> <div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;text-decoration:underline">New Accounting Pronouncements</span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">From time to time, the Financial Accounting Standards Board (“FASB”) or other standard setting bodies issue new accounting pronouncements. Updates to the FASB Accounting Standards Codification ("ASC") are communicated through issuance of an Accounting Standards Update (“ASU”). We have implemented all new accounting pronouncements that are in effect and that may impact our financial statements. We have evaluated recently issued accounting pronouncements and determined that there is no material impact on our financial position or results of operations. </span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">As an emerging growth company, the Company is permitted to delay the adoption of new or revised accounting standards until such time as those standards apply to private companies. The Company has chosen to take advantage of the extended transition period for complying with new or revised accounting standards.</span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Refer to Note 3 to the Consolidated Financial Statements reported in Form 10-K for the year ended December 31, 2020 for recently issued accounting pronouncements that are pending adoption. </span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Recently Adopted Accounting Pronouncements</span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%"> </span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In August 2018, the FASB issued ASU 2018-13, </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">. The new guidance modifies the disclosure requirements on fair value measurements in Topic 820. The amendments in ASU 2018-13 are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The adoption of this new guidance, effective January 1, 2020, did not have a material impact on our Financial Statements.</span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In December 2019, the FASB issued ASU 2019-12, </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Simplifying the Accounting for Income Taxes</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">, to simplify the accounting for income taxes by removing certain exceptions to the general principles and also simplification of areas such as franchise taxes, step-up in tax basis goodwill, separate entity financial statements and interim recognition of enactment of tax laws or rate changes. The standard was effective for annual reporting periods beginning after December 15, 2020, including interim reporting periods within those periods. There was no material impact on our consolidated financial statements and related disclosures as a result of adopting this standard.</span></div> REVENUE RECOGNITION<div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table disaggregates revenue by source:</span></div><div style="margin-top:5pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:38.519%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.519%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.519%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.519%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.526%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Three Months Ended<br/>June 30, 2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Three Months Ended<br/>June 30, 2020</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Six Months Ended June 30, 2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Six Months Ended June 30, 2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Sales at company owned stores</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">108,911 </span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">40,128 </span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">190,138 </span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">71,912 </span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Distribution</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,988 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,823 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">E-commerce sales</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11,986 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,323 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">17,946 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,521 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total Revenues</span></td><td style="border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">125,885 </span></td><td style="border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">43,451 </span></td><td style="border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">215,907 </span></td><td style="border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">76,433 </span></td><td style="border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="padding-left:18pt;text-align:justify;text-indent:-18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">4.</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%;padding-left:10.5pt">REVENUE RECOGNITION, continued</span></div><div style="text-align:justify"><span><br/></span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The opening and closing balances of the Company’s customer trade receivables and customer deposit liability are as follows:</span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.707%"><tr><td style="width:1.0%"/><td style="width:68.841%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.562%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.564%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Receivables</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Customer Deposit Liability</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Opening balance, January 1, 2021</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,713 </span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,155 </span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Closing balance, June 30, 2021</span></div></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">10,283 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,793 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Increase (decrease)</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,570 </span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,638 </span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:14pt"><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:3pt double #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Opening balance, January 1, 2020</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,455 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,504 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Closing balance, June 30, 2020</span></div></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,609 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,335 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Increase (decrease)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(846)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(169)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Of the total amount of customer deposit liability as of January 1, 2021, $2,873 was reported as revenue during the six months ended June 30, 2021. Of the total amount of customer deposit liability as of January 1, 2020, $1,599 was reported as revenue during the six months ended June 30, 2020.</span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company also has customer trade receivables under longer term financing arrangements at interest rates ranging from 9% to 12% with repayment terms ranging for 12 to 18 months. Long term trade receivables as of June 30, 2021 and December 31, 2020 are as follows:</span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.707%"><tr><td style="width:1.0%"/><td style="width:68.841%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.562%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.564%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">June 30,<br/>2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">December 31,<br/>2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Note receivable</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,172 </span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,104 </span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Allowance for losses</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(266)</span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(292)</span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Notes receivable, net</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,906 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,812 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table summarizes changes in notes receivable balances that have been deemed impaired.</span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.707%"><tr><td style="width:1.0%"/><td style="width:68.841%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.562%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.564%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">June 30,<br/>2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">December 31,<br/>2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Note receivable</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">266 </span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,166 </span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Allowance for losses</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(266)</span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(292)</span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Notes receivable, net</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">874 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> <div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table disaggregates revenue by source:</span></div><div style="margin-top:5pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:38.519%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.519%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.519%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.519%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.526%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Three Months Ended<br/>June 30, 2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Three Months Ended<br/>June 30, 2020</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Six Months Ended June 30, 2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Six Months Ended June 30, 2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Sales at company owned stores</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">108,911 </span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">40,128 </span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">190,138 </span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">71,912 </span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Distribution</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,988 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,823 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">E-commerce sales</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11,986 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,323 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">17,946 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,521 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total Revenues</span></td><td style="border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">125,885 </span></td><td style="border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">43,451 </span></td><td style="border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">215,907 </span></td><td style="border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">76,433 </span></td><td style="border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 108911000 40128000 190138000 71912000 4988000 0 7823000 0 11986000 3323000 17946000 4521000 125885000 43451000 215907000 76433000 <div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The opening and closing balances of the Company’s customer trade receivables and customer deposit liability are as follows:</span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.707%"><tr><td style="width:1.0%"/><td style="width:68.841%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.562%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.564%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Receivables</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Customer Deposit Liability</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Opening balance, January 1, 2021</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,713 </span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,155 </span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Closing balance, June 30, 2021</span></div></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">10,283 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,793 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Increase (decrease)</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,570 </span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,638 </span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:14pt"><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:3pt double #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Opening balance, January 1, 2020</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,455 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,504 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Closing balance, June 30, 2020</span></div></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,609 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,335 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Increase (decrease)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(846)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(169)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 7713000 5155000 10283000 6793000 2570000 1638000 4455000 2504000 3609000 2335000 -846000 -169000 2873000 1599000 0.09 0.12 P12M P18M Long term trade receivables as of June 30, 2021 and December 31, 2020 are as follows:<div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.707%"><tr><td style="width:1.0%"/><td style="width:68.841%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.562%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.564%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">June 30,<br/>2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">December 31,<br/>2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Note receivable</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,172 </span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,104 </span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Allowance for losses</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(266)</span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(292)</span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Notes receivable, net</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,906 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,812 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 6172000 4104000 266000 292000 5906000 3812000 <div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table summarizes changes in notes receivable balances that have been deemed impaired.</span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.707%"><tr><td style="width:1.0%"/><td style="width:68.841%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.562%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.564%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">June 30,<br/>2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">December 31,<br/>2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Note receivable</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">266 </span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,166 </span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Allowance for losses</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(266)</span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(292)</span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Notes receivable, net</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">874 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 266000 1166000 266000 292000 0 874000 INVESTMENTS<div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Marketable securities have maturities of less than one year as of June 30, 2021. There were no significant realized or unrealized gains or losses for the six months ended June 30, 2021. </span></div><div style="padding-left:18pt;text-align:justify"><span><br/></span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The components of investments, available for sales securities, as of June 30, 2021 were as follows:</span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:98.830%"><tr><td style="width:1.0%"/><td style="width:37.509%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.692%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.539%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.692%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.539%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.692%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.539%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.698%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Fair Value Level</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Adjusted Cost Basis</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Unrealized Gain (Loss)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Recorded <br/>Basis</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Commercial paper</span></td><td colspan="3" style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Level 2</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9,994 </span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9,994 </span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Corporate notes and bonds</span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Level 2</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">47,363 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">47,363 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Marketable securities</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">57,357 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">57,357 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> <div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The components of investments, available for sales securities, as of June 30, 2021 were as follows:</span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:98.830%"><tr><td style="width:1.0%"/><td style="width:37.509%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.692%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.539%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.692%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.539%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.692%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.539%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.698%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Fair Value Level</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Adjusted Cost Basis</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Unrealized Gain (Loss)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Recorded <br/>Basis</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Commercial paper</span></td><td colspan="3" style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Level 2</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9,994 </span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9,994 </span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Corporate notes and bonds</span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Level 2</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">47,363 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">47,363 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Marketable securities</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">57,357 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">57,357 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 9994000 0 9994000 47363000 0 47363000 57357000 0 57357000 NOTES RECEIVABLE<div style="text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Notes receivable include customer trade receivables under long term financing arrangements and other note receivables not associated with customer transactions.</span></div><div style="text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.707%"><tr><td style="width:1.0%"/><td style="width:68.841%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.562%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.564%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">June 30,<br/>2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">December 31,<br/>2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Trade receivables under longer term financing arrangements</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,906 </span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,812 </span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Note receivable, non-customer related</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Subtotal</span></td><td colspan="2" style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,906 </span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,812 </span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Less, current portion</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(4,535)</span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2,612)</span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Notes receivable, noncurrent</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,371 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,200 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> <table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.707%"><tr><td style="width:1.0%"/><td style="width:68.841%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.562%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.564%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">June 30,<br/>2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">December 31,<br/>2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Trade receivables under longer term financing arrangements</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,906 </span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,812 </span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Note receivable, non-customer related</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Subtotal</span></td><td colspan="2" style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,906 </span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,812 </span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Less, current portion</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(4,535)</span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2,612)</span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Notes receivable, noncurrent</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,371 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,200 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table> 5906000 3812000 0 0 5906000 3812000 4535000 2612000 1371000 1200000 PROPERTY AND EQUIPMENT<div style="padding-left:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.707%"><tr><td style="width:1.0%"/><td style="width:68.841%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.562%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.564%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">June 30,<br/>2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">December 31,<br/>2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Vehicles</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,256 </span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,342 </span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Building</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,107 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">477 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Leasehold improvements</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,381 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,988 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Furniture, fixtures and equipment</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8,223 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,739 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total property and equipment, gross</span></td><td colspan="2" style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">14,967 </span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9,546 </span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Accumulated depreciation and amortization</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(4,512)</span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(3,071)</span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Property and equipment, net</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">10,455 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,475 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div>Depreciation expense for the three and six months ended June 30, 2021 was $782 thousand and $1.4 million, respectively. Depreciation expense for the three and six months ended June 30, 2020 was $374 thousand and $705 thousand, respectively. <table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.707%"><tr><td style="width:1.0%"/><td style="width:68.841%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.562%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.564%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">June 30,<br/>2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">December 31,<br/>2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Vehicles</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,256 </span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,342 </span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Building</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,107 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">477 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Leasehold improvements</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,381 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,988 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Furniture, fixtures and equipment</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8,223 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,739 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total property and equipment, gross</span></td><td colspan="2" style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">14,967 </span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9,546 </span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Accumulated depreciation and amortization</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(4,512)</span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(3,071)</span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Property and equipment, net</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">10,455 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,475 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table> 2256000 1342000 1107000 477000 3381000 1988000 8223000 5739000 14967000 9546000 4512000 3071000 10455000 6475000 782000 1400000 374000 705000 GOODWILL AND INTANGIBLE ASSETS <div style="padding-left:13.5pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="padding-left:13.5pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The changes in goodwill are as follows:</span></div><div style="padding-left:13.5pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.707%"><tr><td style="width:1.0%"/><td style="width:68.841%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.562%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.564%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">June 30, 2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">December 31,<br/>2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balance, beginning of period</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">62,951 </span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">17,799 </span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Goodwill additions and measurement period adjustments</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">45,789 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">45,152 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balance, end of period</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">108,740 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">62,951 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="padding-left:13.5pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="padding-left:13.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Intangible assets consist of the following:</span></div><div style="padding-left:13.5pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.707%"><tr><td style="width:1.0%"/><td style="width:38.049%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.562%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.562%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.562%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.566%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">June 30, 2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">December 31, 2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Gross<br/>Carrying<br/>Amount</span></td><td colspan="3" style="background-color:#cceeff;border-top:2pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Accumulated<br/>Amortization</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Gross<br/>Carrying<br/>Amount</span></td><td colspan="3" style="background-color:#cceeff;border-top:2pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Accumulated<br/>Amortization</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Tradenames</span></td><td style="background-color:#ffffff;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">24,184 </span></td><td style="background-color:#ffffff;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2,298)</span></td><td style="background-color:#ffffff;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">13,923 </span></td><td style="background-color:#ffffff;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(398)</span></td><td style="background-color:#ffffff;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Patents, trademarks</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">100 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(35)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">100 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(9)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Customer relationships</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">18,372 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,260)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,297 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(138)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Non-competes</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,115 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(118)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">796 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(22)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Intellectual property</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,065 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(138)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Capitalized software</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,762 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(470)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,163 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(222)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">48,598 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(4,319)</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">22,279 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(789)</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="padding-left:13.5pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="padding-left:13.5pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Amortization expense for the six months ended June 30, 2021 and 2020 was $2,135 and $3,530, respectively.</span></div><div style="padding-left:13.5pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.853%"><tr><td style="width:1.0%"/><td style="width:84.258%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.542%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Future amortization expense is as follows:</span></td><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td></tr><tr><td colspan="3" style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2021, remainder</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,714 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2022</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9,525 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2023</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9,164 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2024</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8,817 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2025</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8,283 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Thereafter</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,776 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">44,279 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> <div style="padding-left:13.5pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The changes in goodwill are as follows:</span></div><div style="padding-left:13.5pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.707%"><tr><td style="width:1.0%"/><td style="width:68.841%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.562%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.564%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">June 30, 2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">December 31,<br/>2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balance, beginning of period</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">62,951 </span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">17,799 </span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Goodwill additions and measurement period adjustments</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">45,789 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">45,152 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balance, end of period</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">108,740 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">62,951 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 62951000 17799000 45789000 45152000 108740000 62951000 <div style="padding-left:13.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Intangible assets consist of the following:</span></div><div style="padding-left:13.5pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.707%"><tr><td style="width:1.0%"/><td style="width:38.049%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.562%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.562%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.562%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.566%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">June 30, 2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">December 31, 2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Gross<br/>Carrying<br/>Amount</span></td><td colspan="3" style="background-color:#cceeff;border-top:2pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Accumulated<br/>Amortization</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Gross<br/>Carrying<br/>Amount</span></td><td colspan="3" style="background-color:#cceeff;border-top:2pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Accumulated<br/>Amortization</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Tradenames</span></td><td style="background-color:#ffffff;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">24,184 </span></td><td style="background-color:#ffffff;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2,298)</span></td><td style="background-color:#ffffff;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">13,923 </span></td><td style="background-color:#ffffff;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(398)</span></td><td style="background-color:#ffffff;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Patents, trademarks</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">100 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(35)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">100 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(9)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Customer relationships</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">18,372 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,260)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,297 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(138)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Non-competes</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,115 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(118)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">796 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(22)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Intellectual property</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,065 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(138)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Capitalized software</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,762 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(470)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,163 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(222)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">48,598 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(4,319)</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">22,279 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(789)</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 24184000 2298000 13923000 398000 100000 35000 100000 9000 18372000 1260000 6297000 138000 1115000 118000 796000 22000 2065000 138000 0 0 2762000 470000 1163000 222000 48598000 4319000 22279000 789000 <div style="padding-left:13.5pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Amortization expense for the six months ended June 30, 2021 and 2020 was $2,135 and $3,530, respectively.</span></div><div style="padding-left:13.5pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.853%"><tr><td style="width:1.0%"/><td style="width:84.258%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.542%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Future amortization expense is as follows:</span></td><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td></tr><tr><td colspan="3" style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2021, remainder</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,714 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2022</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9,525 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2023</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9,164 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2024</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8,817 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2025</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8,283 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Thereafter</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,776 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">44,279 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 2135000 3530000 4714000 9525000 9164000 8817000 8283000 3776000 44279000 LONG-TERM DEBT <div style="text-align:center;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.707%"><tr><td style="width:1.0%"/><td style="width:68.841%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.562%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.564%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">June 30,<br/>2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">December 31,<br/>2020</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Long term debt is as follows:</span></td><td colspan="3" style="border-top:2pt solid #000000;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:2pt solid #000000;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:9pt;text-align:justify;text-indent:-9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Wells Fargo Equipment Finance, interest at 3.5% per annum, payable in monthly installments of $518.96 beginning April 2016 through March 2021, secured by warehouse equipment with a book value of $25</span></div></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:15pt"><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:9pt;text-align:justify;text-indent:-9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Notes payable issued in connection with seller financing of assets acquired, interest at 8.125%, payable in 60 installments of $8,440.00, Due August 2023</span></div></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">189 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">240 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">189 </span></td><td style="border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">241 </span></td><td style="border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Less Current Maturities</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(83)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(83)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total Long-Term Debt</span></td><td style="border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">106 </span></td><td style="border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">158 </span></td><td style="border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="text-align:center;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Interest expense for the three months ended June 30, 2021 and 2020 was $4 thousand and $13 thousand, respectively. </span></div><div style="text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">  </span></div>Interest expense for the six months ended June 30, 2021 and 2020 was $6 thousand and $20 thousand, respectively. <table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.707%"><tr><td style="width:1.0%"/><td style="width:68.841%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.562%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.564%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">June 30,<br/>2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">December 31,<br/>2020</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Long term debt is as follows:</span></td><td colspan="3" style="border-top:2pt solid #000000;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:2pt solid #000000;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:9pt;text-align:justify;text-indent:-9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Wells Fargo Equipment Finance, interest at 3.5% per annum, payable in monthly installments of $518.96 beginning April 2016 through March 2021, secured by warehouse equipment with a book value of $25</span></div></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:15pt"><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:9pt;text-align:justify;text-indent:-9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Notes payable issued in connection with seller financing of assets acquired, interest at 8.125%, payable in 60 installments of $8,440.00, Due August 2023</span></div></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">189 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">240 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">189 </span></td><td style="border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">241 </span></td><td style="border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Less Current Maturities</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(83)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(83)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total Long-Term Debt</span></td><td style="border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">106 </span></td><td style="border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">158 </span></td><td style="border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table> 0.035 518.96 25000 0 1000 0.08125 60 8440.00 189000 240000 189000 241000 83000 83000 106000 158000 4000 13000 6000 20000 LEASES <div style="padding-left:9pt;padding-right:9pt;text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%"> </span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">We determine if a contract contains a lease at inception. Our material operating leases consist of retail and warehouse locations as well as office space. Our leases generally have remaining terms of 1-5 years, most of which include options to extend the leases for additional 3 to 5-year periods. Generally, the lease term is the minimum of the noncancelable period of the lease or the lease term inclusive of reasonably certain renewal periods.</span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.707%"><tr><td style="width:1.0%"/><td style="width:68.841%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.562%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.564%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">June 30,<br/>2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">December 31,<br/>2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Right to use assets, operating lease assets</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">31,661 </span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">12,088 </span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:14pt"><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:2pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:2pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Current lease liability</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,464 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,001 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Non-current lease liability</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">27,427 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9,479 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">32,891 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">12,480 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.707%"><tr><td style="width:1.0%"/><td style="width:68.841%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.562%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.564%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">June 30,<br/>2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">June 30,<br/>2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Weighted average remaining lease term</span></td><td colspan="3" style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7.17 years</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3.44 years</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Weighted average discount rate</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6.0 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7.6 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr></table></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.707%"><tr><td style="width:1.0%"/><td style="width:68.841%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.562%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.564%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Six Months Ended<br/>June 30,</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="border-top:2pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="border-top:2pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:2pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Operating lease costs</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,548 </span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,714 </span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Short-term lease costs</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,109 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">31 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total operating lease costs</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,657 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,745 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="padding-left:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="padding-left:18pt;text-align:justify;text-indent:-18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">10.</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%;padding-left:5.5pt">LEASES, continued</span></div><div style="padding-left:18pt;text-align:justify"><span><br/></span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table presents the maturity of the Company’s operating lease liabilities as of June 30, 2021: </span></div><div style="padding-left:18pt"><span><br/></span></div><div style="margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.853%"><tr><td style="width:1.0%"/><td style="width:84.258%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.542%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2021 (remainder of the year)</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,769 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2022</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,720 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2023</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,021 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2024</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,884 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2025</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,246 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Thereafter</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">15,170 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total lease payments</span></td><td colspan="2" style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">40,810 </span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Less: Imputed interest</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(7,919)</span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Lease Liability at June 30, 2021</span></div></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">32,891 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> P1Y P5Y P3Y P5Y <table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.707%"><tr><td style="width:1.0%"/><td style="width:68.841%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.562%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.564%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">June 30,<br/>2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">December 31,<br/>2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Right to use assets, operating lease assets</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">31,661 </span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">12,088 </span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:14pt"><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:2pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:2pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Current lease liability</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,464 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,001 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Non-current lease liability</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">27,427 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9,479 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">32,891 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">12,480 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table> 31661000 12088000 5464000 3001000 27427000 9479000 32891000 12480000 <table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.707%"><tr><td style="width:1.0%"/><td style="width:68.841%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.562%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.564%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">June 30,<br/>2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">June 30,<br/>2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Weighted average remaining lease term</span></td><td colspan="3" style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7.17 years</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3.44 years</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Weighted average discount rate</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6.0 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7.6 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr></table> P7Y2M1D P3Y5M8D 0.060 0.076 <table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.707%"><tr><td style="width:1.0%"/><td style="width:68.841%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.562%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.564%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Six Months Ended<br/>June 30,</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="border-top:2pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="border-top:2pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:2pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Operating lease costs</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,548 </span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,714 </span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Short-term lease costs</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,109 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">31 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total operating lease costs</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,657 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,745 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table> 3548000 1714000 1109000 31000 4657000 1745000 <div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table presents the maturity of the Company’s operating lease liabilities as of June 30, 2021: </span></div><div style="padding-left:18pt"><span><br/></span></div><div style="margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.853%"><tr><td style="width:1.0%"/><td style="width:84.258%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.542%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2021 (remainder of the year)</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,769 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2022</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,720 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2023</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,021 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2024</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,884 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2025</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,246 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Thereafter</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">15,170 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total lease payments</span></td><td colspan="2" style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">40,810 </span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Less: Imputed interest</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(7,919)</span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Lease Liability at June 30, 2021</span></div></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">32,891 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 3769000 6720000 6021000 4884000 4246000 15170000 40810000 7919000 32891000 SHARE BASED PAYMENTS<div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company maintains long-term incentive plans for employee, non-employee members of our Board of Directors and consultants. The plans allows us to grant equity-based compensation awards, including stock options, stock appreciation rights, performance share units, restricted stock units, restricted stock awards, or a combination of awards (collectively, share-based awards).</span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company accounts for share-based payments through the measurement and recognition of compensation expense for share-based payment awards made to employees and directors of the Company, including stock options and restricted shares. The Company also issues share based payments in the form of common stock warrants to non-employees.</span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table presents share-based payment expense for the six months ended June 30, 2021 and 2020.</span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.707%"><tr><td style="width:1.0%"/><td style="width:68.841%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.562%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.564%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Six months ended June 30,</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Restricted stock</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,935 </span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,316 </span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Stock options</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">559 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,986 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Warrants</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">747 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total</span></td><td style="border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,241 </span></td><td style="border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,302 </span></td><td style="border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%"> </span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">As of June 30, 2021, the Company had approximately $10.4 million of unamortized share-based compensation for option awards and restricted stock awards, which is expected to be recognized over a weighted average period of approximately 3.3 years. As of June 30, 2021, the Company also had approximately $3.3 million of unamortized share-based compensation for common stock warrants issued to consultants, which is expected to be recognized over a weighted average period of 2.5 years.</span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;text-decoration:underline">Restricted Stock</span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company issues shares of restricted stock to eligible employees, which are subject to forfeiture until the end of an applicable vesting period. The awards generally vest on the second or third anniversary of the date of grant, subject to the employee’s continuing employment as of that date.</span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="padding-left:18pt;text-align:justify;text-indent:-18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">11.</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%;padding-left:5.5pt">SHARE BASED PAYMENTS AND STOCK OPTIONS, continued</span></div><div style="padding-left:18pt;text-align:justify"><span><br/></span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Restricted stock activity for the six months ended June 30, 2021 is presented in the following table:</span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.707%"><tr><td style="width:1.0%"/><td style="width:68.841%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.562%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.564%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Shares</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Weighted Average Grant Date Fair Value</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Nonvested, December 31, 2020</span></div></td><td colspan="2" style="background-color:#ffffff;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">630 </span></td><td style="background-color:#ffffff;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4.15 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Granted</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">201 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">45.56 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Vested</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(291)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4.39 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Forfeited</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(9)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">18.54 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Nonvested, June 30, 2021</span></div></td><td colspan="2" style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">531 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">20.40 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The table below summarizes all option activity under all plans during the six months ended June 30, 2021:</span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.853%"><tr><td style="width:1.0%"/><td style="width:45.020%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.637%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.637%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.637%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.641%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Options</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Shares</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Weight -<br/>Average<br/>Exercise<br/>Price</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Weighted -<br/>Average<br/>Remaining<br/>Contractual<br/>Term</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Weighted -<br/>Average<br/>Grant Date<br/>Fair Value</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Outstanding at December 31, 2020</span></div></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,803 </span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3.92 </span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3.47</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.38 </span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Granted</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"></td><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Exercised</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(753)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3.05 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1.65 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Forfeited or expired</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(50)</span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4.16 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.28 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Outstanding at June 30, 2021</span></div></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,000 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4.56 </span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3.31</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.46 </span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Options vested at June 30, 2021</span></div></td><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">774 </span></td><td style="border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4.29 </span></td><td style="border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.80</span></td><td colspan="3" style="padding:0 1pt"/><td style="border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3.31 </span></td><td style="border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">   </span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">A summary of the status of the Company’s outstanding stock purchase warrants for the six months ended June 30, 2021 is as follows:</span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.707%"><tr><td style="width:1.0%"/><td style="width:68.841%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.562%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.564%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Warrants</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Weighted Average<br/>Exercise Price</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Outstanding at December 31, 2020</span></div></td><td colspan="2" style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,393 </span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7.49 </span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Issued</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Exercised</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(968)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.84 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Forfeited</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Outstanding at June 30, 2021</span></div></td><td colspan="2" style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">425 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">17.25 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> <div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table presents share-based payment expense for the six months ended June 30, 2021 and 2020.</span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.707%"><tr><td style="width:1.0%"/><td style="width:68.841%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.562%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.564%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Six months ended June 30,</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Restricted stock</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,935 </span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,316 </span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Stock options</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">559 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,986 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Warrants</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">747 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total</span></td><td style="border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,241 </span></td><td style="border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,302 </span></td><td style="border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 1935000 3316000 559000 1986000 747000 0 3241000 5302000 10400000 P3Y3M18D 3300000 P2Y6M <div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Restricted stock activity for the six months ended June 30, 2021 is presented in the following table:</span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.707%"><tr><td style="width:1.0%"/><td style="width:68.841%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.562%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.564%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Shares</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Weighted Average Grant Date Fair Value</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Nonvested, December 31, 2020</span></div></td><td colspan="2" style="background-color:#ffffff;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">630 </span></td><td style="background-color:#ffffff;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4.15 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Granted</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">201 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">45.56 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Vested</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(291)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4.39 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Forfeited</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(9)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">18.54 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Nonvested, June 30, 2021</span></div></td><td colspan="2" style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">531 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">20.40 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 630000 4.15 201000 45.56 291000 4.39 9000 18.54 531000 20.40 <div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The table below summarizes all option activity under all plans during the six months ended June 30, 2021:</span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.853%"><tr><td style="width:1.0%"/><td style="width:45.020%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.637%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.637%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.637%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.641%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Options</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Shares</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Weight -<br/>Average<br/>Exercise<br/>Price</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Weighted -<br/>Average<br/>Remaining<br/>Contractual<br/>Term</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Weighted -<br/>Average<br/>Grant Date<br/>Fair Value</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Outstanding at December 31, 2020</span></div></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,803 </span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3.92 </span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3.47</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.38 </span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Granted</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"></td><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Exercised</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(753)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3.05 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1.65 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Forfeited or expired</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(50)</span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4.16 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.28 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Outstanding at June 30, 2021</span></div></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,000 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4.56 </span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3.31</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.46 </span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Options vested at June 30, 2021</span></div></td><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">774 </span></td><td style="border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4.29 </span></td><td style="border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.80</span></td><td colspan="3" style="padding:0 1pt"/><td style="border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3.31 </span></td><td style="border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 1803000 3.92 P3Y5M19D 2.38 0 0 0 753000 3.05 1.65 50000 4160 2280 1000000 4.56 P3Y3M21D 2.46 774000 4.29 P2Y9M18D 3.31 <div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">A summary of the status of the Company’s outstanding stock purchase warrants for the six months ended June 30, 2021 is as follows:</span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.707%"><tr><td style="width:1.0%"/><td style="width:68.841%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.562%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.564%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Warrants</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Weighted Average<br/>Exercise Price</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Outstanding at December 31, 2020</span></div></td><td colspan="2" style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,393 </span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7.49 </span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Issued</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Exercised</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(968)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.84 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Forfeited</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Outstanding at June 30, 2021</span></div></td><td colspan="2" style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">425 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">17.25 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 1393000 7.49 0 968000 2.84 0 425000 17.25 EARNINGS PER SHARE<div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">   </span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table sets forth the composition of the weighted average shares (denominator) used in the basic and dilutive earnings per share computation for the three and six months ended June 30, 2021 and 2020.</span></div><div style="text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:98.391%"><tr><td style="width:1.0%"/><td style="width:68.439%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.758%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.542%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.761%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Three Months Ended</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="border-top:2pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">June 30,<br/>2021</span></td><td colspan="3" style="border-top:2pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:2pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">June 30,<br/>2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net income </span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,713 </span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,574 </span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Weighted average shares outstanding, basic</span></td><td colspan="2" style="border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">59,061 </span></td><td style="border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">38,617 </span></td><td style="border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Effect of dilution</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,162 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,399 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Adjusted weighted average shares outstanding, dilutive</span></td><td colspan="2" style="border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">60,223 </span></td><td style="border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">41,016 </span></td><td style="border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Basic earnings per shares</span></td><td style="background-color:#cceeff;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.11 </span></td><td style="background-color:#cceeff;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.07 </span></td><td style="background-color:#cceeff;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Dilutive earnings per share</span></td><td style="border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.11 </span></td><td style="border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.06 </span></td><td style="border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:98.391%"><tr><td style="width:1.0%"/><td style="width:68.439%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.758%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.542%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.761%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Six Months Ended</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="border-top:2pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">June 30,<br/>2021</span></td><td colspan="3" style="border-top:2pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:2pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">June 30,<br/>2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net income </span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">12,860 </span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">480 </span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Weighted average shares outstanding, basic</span></td><td colspan="2" style="border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">58,588 </span></td><td style="border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">38,224 </span></td><td style="border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Effect of dilution</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,206 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,017 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Adjusted weighted average shares outstanding, dilutive</span></td><td colspan="2" style="border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">59,794 </span></td><td style="border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">40,241 </span></td><td style="border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Basic earnings per shares</span></td><td style="background-color:#cceeff;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.22 </span></td><td style="background-color:#cceeff;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.01 </span></td><td style="background-color:#cceeff;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Dilutive earnings per share</span></td><td style="border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.22 </span></td><td style="border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.01 </span></td><td style="border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> <div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table sets forth the composition of the weighted average shares (denominator) used in the basic and dilutive earnings per share computation for the three and six months ended June 30, 2021 and 2020.</span></div><div style="text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:98.391%"><tr><td style="width:1.0%"/><td style="width:68.439%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.758%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.542%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.761%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Three Months Ended</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="border-top:2pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">June 30,<br/>2021</span></td><td colspan="3" style="border-top:2pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:2pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">June 30,<br/>2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net income </span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,713 </span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,574 </span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Weighted average shares outstanding, basic</span></td><td colspan="2" style="border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">59,061 </span></td><td style="border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">38,617 </span></td><td style="border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Effect of dilution</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,162 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,399 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Adjusted weighted average shares outstanding, dilutive</span></td><td colspan="2" style="border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">60,223 </span></td><td style="border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">41,016 </span></td><td style="border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Basic earnings per shares</span></td><td style="background-color:#cceeff;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.11 </span></td><td style="background-color:#cceeff;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.07 </span></td><td style="background-color:#cceeff;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Dilutive earnings per share</span></td><td style="border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.11 </span></td><td style="border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.06 </span></td><td style="border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:98.391%"><tr><td style="width:1.0%"/><td style="width:68.439%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.758%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.542%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.761%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Six Months Ended</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="border-top:2pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">June 30,<br/>2021</span></td><td colspan="3" style="border-top:2pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:2pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">June 30,<br/>2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net income </span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">12,860 </span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">480 </span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Weighted average shares outstanding, basic</span></td><td colspan="2" style="border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">58,588 </span></td><td style="border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">38,224 </span></td><td style="border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Effect of dilution</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,206 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,017 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Adjusted weighted average shares outstanding, dilutive</span></td><td colspan="2" style="border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">59,794 </span></td><td style="border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">40,241 </span></td><td style="border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Basic earnings per shares</span></td><td style="background-color:#cceeff;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.22 </span></td><td style="background-color:#cceeff;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.01 </span></td><td style="background-color:#cceeff;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Dilutive earnings per share</span></td><td style="border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.22 </span></td><td style="border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.01 </span></td><td style="border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 6713000 2574000 59061000 38617000 1162000 2399000 60223000 41016000 0.11 0.07 0.11 0.06 12860000 480000 58588000 38224000 1206000 2017000 59794000 40241000 0.22 0.01 0.22 0.01 ACQUISITIONS <div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Our acquisition strategy is to acquire (i) well established profitable hydroponic garden centers in markets where the Company does not have a market presence or in markets where it is increasing its market presence; and (ii) proprietary brands and private label brands. The Company accounts for acquisitions in accordance with ASC 805 “Business Combinations.” Assets acquired and liabilities assumed are recorded in the accompanying consolidated balance sheets at their estimated fair values, as of the acquisition date. For all acquisitions, the preliminary allocation of the purchase price was based upon a preliminary valuation, and the Company’s estimates and assumptions are subject to change within the measurement period as valuations are finalized. The Company has made adjustments to the preliminary valuations of the acquisition based on valuation analysis prepared by independent third-party valuation consultants. All acquisition costs are expensed as incurred and recorded in general and administrative expenses in the consolidated statements of operations.</span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;text-decoration:underline">Acquisitions during the six months ended June 30, 2021.</span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">On January 25, 2021, the Company purchased the assets of Indoor Garden &amp; 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 &amp; Lighting was approximately $1.7 million, including $1.2 million in cash and common stock valued at approximately $0.5 million. Acquired goodwill of approximately $0.8 million represents the value expected to rise from organic growth and an opportunity to expand into a well-established market for the Company.</span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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 $0.4 million. Acquired goodwill of approximately $1.3 million represents the value expected to rise from organic growth and an opportunity to expand into a well-established market for the Company.</span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="padding-left:18pt;text-indent:-18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">13.</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%;padding-left:5.5pt">ACQUISITIONS, continued</span></div><div style="padding-left:18pt;text-align:justify"><span><br/></span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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) and Oklahoma (1). 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. Acquired goodwill of approximately $11.1 million represents the value expected to rise from organic growth and an opportunity to expand into a well-established market for the Company.</span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">On February 22, 2021, the Company purchased the assets of San Diego Hydroponics &amp; 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. Acquired goodwill of approximately $5.7 million represents the value expected to rise from organic growth and an opportunity to expand into a well-established market for the Company.</span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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 $16.4 million, including $9.9 million in cash and common stock valued at approximately $6.5 million. Acquired goodwill of approximately $6.1 million represents the value expected to rise from organic growth and an opportunity to expand into a well-established distribution market for the Company of a proprietary brand.</span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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 $6.5 million, including $5.4 million in cash and common stock valued at approximately $1.1 million. Acquired goodwill of approximately $3.9 million represents the value expected to rise from organic growth and an opportunity to expand into a well-established market for the Company.</span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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. Acquired goodwill of approximately $1.7 million represents the value expected to rise from organic growth and an opportunity to expand into a well-established market for the Company.</span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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. Acquired goodwill of approximately $8.7 million represents the value expected to rise from organic growth and an opportunity to expand into a well-established e-commerce market for the Company targeting the commercial customer.</span></div><div style="padding-left:18pt;text-align:justify"><span><br/></span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">On April 19, 2021, the Company purchased the assets of Grow Depot LLC ("Down River Hydro"), a hydroponic and indoor gardening supply store in Brownstown, MI. The total consideration for the purchase of Down River Hydro was approximately $4.4 million, including approximately $3.2 million in cash and common stock valued at approximately $1.2 million. Acquired goodwill of approximately $2.1 million represents the value expected to rise from organic growth and an opportunity to expand into a well established market for the Company.</span></div><div style="padding-left:18pt;text-align:justify"><span><br/></span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">On May 24, 2021, the Company purchased the assets of The Harvest company ("Harvest"), a northern California-based hydroponic supply center and cultivation design innovator with stores in Redding and Trinity County. The total consideration for the purchase if Harvest was approximately $8.3 million, including approximately $5.6 million in cash and common stock valued at approximately $2.8 million. Acquired goodwill of approximately $4.6 million represents the value expected to rise from organic growth and an opportunity to expand into a well established market for the Company.</span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="padding-left:18pt;text-align:justify;text-indent:-18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">13.</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%;padding-left:5.5pt">ACQUISITIONS, continued</span></div><div style="padding-left:18pt;text-align:justify"><span><br/></span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The table below represents the allocation of the purchase price to the acquired net assets during the six months ended June 30, 2021.</span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="padding-left:18pt"><span><br/></span></div><div style="margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:48.315%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:7.818%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:7.087%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:7.087%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:7.818%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.619%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.536%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Agron</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Aquarius</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">55 Hydro</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Charcoir</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">San Diego Hydro</span></td><td colspan="3" style="padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Inventory</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">957 </span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">780 </span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">839 </span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1,400 </span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Prepaids and other current assets</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">29 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">12 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">29 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">534 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">36 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Furniture and equipment</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">46 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">63 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">50 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">315 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Liabilities</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Operating lease right to use asset</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">87 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">853 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">970 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Operating lease liability</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(87)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(853)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(970)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Customer relationships</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">832 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">339 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">809 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">5,712 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">605 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Trade name</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1,530 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">485 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">870 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1,099 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1,192 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Non-compete</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">139 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">26 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">6 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Intellectual property</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2,065 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Goodwill</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">8,673 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1,702 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">3,915 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">6,119 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">5,728 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Total</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">11,249 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">3,558 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">6,479 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">16,368 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">9,282 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr></table></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="margin-top:5pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:39.543%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.280%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.280%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:6.502%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:1.115%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.280%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:5.771%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:7.825%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%"> </span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Grow Warehouse</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Grow Depot Maine</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Indoor Garden</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Down River Hydro</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Harvest</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Total</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Inventory</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2,448 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">326 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">372 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">824 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1,204 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">9,150 </span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Prepaids and other current assets</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">30 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">3 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">3 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">7 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">683 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Furniture and equipment</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">250 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">25 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">94 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">50</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">100 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">993 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Liabilities</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(169)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(169)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Operating lease right to use asset</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">94 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">91 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">129 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2,224 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Operating lease liability</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(94)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(91)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(129)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(2,224)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Customer relationships</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1,256 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">549 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">210 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">634 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1,016 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">11,962 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Trade name</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2,748 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">344 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">353 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">698 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1,392 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">10,711 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Non-compete</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">94 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">36 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">16 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">319 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Intellectual property</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2,065 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Goodwill</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">11,122 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">866 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">661 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2,126 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">4,606 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">45,518 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Total</span></td><td colspan="3" style="background-color:#ffffff;border-bottom:3pt double #000000;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">17,779 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2,149 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1,692 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">4,351 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">8,325 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;border-bottom:3pt double #000000;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">81,232 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="padding-left:18pt;text-align:justify"><span><br/></span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The table below represents the consideration paid for the net assets acquired in business combinations.</span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:54.163%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:6.648%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:6.648%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:6.648%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:6.648%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:2.431%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:7.824%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Agron</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Aquarius</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">55 Hydro</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Charcoir</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">San Diego Hydro</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Cash</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,973 </span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,331 </span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,347 </span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9,902 </span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,751 </span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Common stock</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,276 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,227 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,132 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,466 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,531 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11,249 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,558 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,479 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">16,368 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9,282 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">  </span></div><div style="padding-left:18pt;text-align:justify"><span><br/></span></div><div style="margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:30.040%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.695%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.695%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.695%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.449%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:7.233%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.823%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.550%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Grow Warehouse</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Grow<br/>Depot Maine</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Indoor Garden</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Down River Hydro</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Harvest</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Total</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Cash</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8,100 </span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,738 </span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,165 </span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,177 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,561 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">48,045 </span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Common stock</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9,679 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">411 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">527 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,174 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,764 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">33,187 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">17,779 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,149 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,692 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,351 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8,325 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">81,232 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">  </span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table discloses the date of the acquisitions noted above and the revenue and earnings included in the consolidated income statement for the period ended June 30, 2021.</span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:49.192%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.110%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.110%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.110%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.110%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.110%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.538%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Agron</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Aquarius</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">55 Hydro</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Charcoir</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">San Diego Hydro</span></td><td colspan="3" style="padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:9pt;text-indent:-9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Acquisition date</span></div></td><td colspan="3" style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3/19/2021</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3/15/2021</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3/15/2021</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3/12/2021</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2/22/2021</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Revenue</span></td><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,105 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,684 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,222 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,880 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,446 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net Income</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">324 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">365 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">314 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">518 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">547 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr></table></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:41.443%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.110%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.110%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.110%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.110%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.110%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:6.657%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Grow Warehouse</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Grow Depot Maine</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Indoor Garden</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Down River Hydro</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Harvest</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Total</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:9pt;text-indent:-9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Acquisition date</span></div></td><td colspan="3" style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2/15/2021</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2/1/2021</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1/25/2021</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4/19/2021</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5/24/21</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:2pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Revenue</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,753 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,779 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,308 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,200 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,489 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,986 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net Income</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,297 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">555 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">433 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">176 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">268 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">905 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="padding-left:18pt;text-align:justify;text-indent:-18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">13.</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%;padding-left:5.5pt">ACQUISITIONS, continued</span></div><div style="padding-left:18pt;text-align:justify"><span><br/></span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following represents the pro forma consolidated income statement as if the acquisitions had been included in the consolidated results of the Company for the entire period for the quarter ended June 30, 2021 and 2020.</span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:48.022%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:24.484%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:23.022%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.388%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Three Months Ended</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="6" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Six Months Ended</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">June 30, 2021<br/>(Unaudited)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">June 30, 2021<br/>(Unaudited)</span></td><td colspan="3" style="padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Revenue</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">130,504 </span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">229,599 </span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net income</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">12,446 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">19,849 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr></table></div><div style="padding-left:18pt;text-align:justify"><span><br/></span></div><div style="text-align:justify"><span><br/></span></div><div style="text-align:justify"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:48.022%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:24.484%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:23.022%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.388%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Three Months Ended</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="6" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Six Months Ended</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">June 30, 2020<br/>(Unaudited)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">June 30, 2020<br/>(Unaudited)</span></td><td colspan="3" style="padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Revenue</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">40,501 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">90,126 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net income</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,849 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,352 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr></table></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;text-decoration:underline">Acquisitions during the six months ended June 30, 2020.</span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">On February 26, 2020 we acquired certain assets of Health &amp; Harvest LLC in a transaction valued at approximately $2.85 million. Acquired goodwill of approximately $1.1 million represented 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.</span></div><div style="padding-left:18pt;text-align:justify"><span><br/></span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">On June 16, 2020 we acquired certain assets of H2O Hydroponics, LLC in a transaction valued at approximately $2.0 million. Acquired goodwill of approximately $1.0 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.</span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The table below represents the allocation of the purchase price to the acquired net assets during the six months ended June 30, 2020.</span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:55.040%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.519%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.519%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.522%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">H2O Hydroponics LLC</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Health &amp; Harvest LLC</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Total</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Inventory</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">498 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td style="background-color:#ffffff;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,054 </span></td><td style="background-color:#ffffff;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,552 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Prepaids and other current assets</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Furniture and equipment</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">50 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">51 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">101 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Right to use asset</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">902 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">192 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,094 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Lease liability</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(902)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(192)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,094)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Customer relationships</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">150 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">255 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">405 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Trade name</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">234 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">357 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">591 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Non-compete</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">43 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">49 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Goodwill</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,008 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,130 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,138 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,987 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,853 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,840 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The table below represents the consideration paid for the net assets acquired in business combinations.</span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:55.040%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.519%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.519%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.522%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">H2O Hydroponics LLC</span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Health &amp; Harvest LLC</span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Total</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Cash</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,282 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,750 </span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,032 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Common stock</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">705 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,103 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,808 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,987 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,853 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,840 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table discloses the date of the acquisitions noted above and the revenue and earnings included in the consolidated income statement from the date of acquisition to the period ended June 30, 2020.</span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:56.941%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.886%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.886%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.887%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">H2O Hydroponics LLC</span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Health &amp; Harvest LLC</span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Total</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Acquisition date</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6/26/20</span></td><td colspan="3" style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2/26/2020</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Revenue</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">227 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,300 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,527 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Earnings</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">28 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">462 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">490 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="padding-left:9pt;padding-right:9pt;text-align:center"><span><br/></span></div><div style="padding-left:18pt;text-align:justify"><span><br/></span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following represents the pro forma consolidated income statement as if the acquisitions had been included in the consolidated results of the Company for the entire period for the six months ended June 30, 2020 and 2019.</span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Pro forma consolidated income statement:</span></div><div style="padding-left:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:68.490%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.519%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.519%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.388%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Three Months Ended</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="6" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Six Months Ended</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:700;line-height:100%">June 30, 2019</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:700;line-height:100%">June 30, 2019</span></td><td colspan="3" style="padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Revenue</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">21,759 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">37,122 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Earnings</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,149 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,465 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr></table></div> 1700000 1200000 500000 800000 2100000 1700000 400000 1300000 17800000 8100000 9700000 11100000 9300000 4800000 4500000 5700000 16400000 9900000 6500000 6100000 6500000 5400000 1100000 3900000 3600000 2400000 1200000 1700000 11300000 6000000 5300000 8700000 4400000 3200000 1200000 2100000 8300000 5600000 2800000 4600000 <div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The table below represents the allocation of the purchase price to the acquired net assets during the six months ended June 30, 2021.</span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="padding-left:18pt"><span><br/></span></div><div style="margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:48.315%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:7.818%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:7.087%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:7.087%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:7.818%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.619%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.536%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Agron</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Aquarius</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">55 Hydro</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Charcoir</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">San Diego Hydro</span></td><td colspan="3" style="padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Inventory</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">957 </span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">780 </span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">839 </span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1,400 </span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Prepaids and other current assets</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">29 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">12 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">29 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">534 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">36 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Furniture and equipment</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">46 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">63 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">50 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">315 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Liabilities</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Operating lease right to use asset</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">87 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">853 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">970 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Operating lease liability</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(87)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(853)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(970)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Customer relationships</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">832 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">339 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">809 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">5,712 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">605 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Trade name</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1,530 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">485 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">870 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1,099 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1,192 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Non-compete</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">139 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">26 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">6 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Intellectual property</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2,065 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Goodwill</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">8,673 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1,702 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">3,915 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">6,119 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">5,728 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Total</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">11,249 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">3,558 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">6,479 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">16,368 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">9,282 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr></table></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="margin-top:5pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:39.543%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.280%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.280%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:6.502%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:1.115%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.280%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:5.771%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:7.825%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%"> </span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Grow Warehouse</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Grow Depot Maine</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Indoor Garden</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Down River Hydro</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Harvest</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Total</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Inventory</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2,448 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">326 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">372 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">824 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1,204 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">9,150 </span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Prepaids and other current assets</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">30 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">3 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">3 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">7 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">683 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Furniture and equipment</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">250 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">25 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">94 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">50</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">100 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">993 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Liabilities</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(169)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(169)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Operating lease right to use asset</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">94 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">91 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">129 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2,224 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Operating lease liability</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(94)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(91)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(129)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(2,224)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Customer relationships</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1,256 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">549 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">210 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">634 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1,016 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">11,962 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Trade name</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2,748 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">344 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">353 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">698 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1,392 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">10,711 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Non-compete</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">94 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">36 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">16 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">319 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Intellectual property</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2,065 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Goodwill</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">11,122 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">866 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">661 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2,126 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">4,606 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">45,518 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Total</span></td><td colspan="3" style="background-color:#ffffff;border-bottom:3pt double #000000;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">17,779 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2,149 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1,692 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">4,351 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">8,325 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;border-bottom:3pt double #000000;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">81,232 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The table below represents the consideration paid for the net assets acquired in business combinations.</span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:54.163%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:6.648%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:6.648%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:6.648%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:6.648%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:2.431%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:7.824%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Agron</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Aquarius</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">55 Hydro</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Charcoir</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">San Diego Hydro</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Cash</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,973 </span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,331 </span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,347 </span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9,902 </span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,751 </span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Common stock</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,276 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,227 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,132 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,466 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,531 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11,249 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,558 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,479 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">16,368 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9,282 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">  </span></div><div style="padding-left:18pt;text-align:justify"><span><br/></span></div><div style="margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:30.040%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.695%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.695%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.695%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.449%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:7.233%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.823%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.550%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Grow Warehouse</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Grow<br/>Depot Maine</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Indoor Garden</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Down River Hydro</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Harvest</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Total</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Cash</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8,100 </span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,738 </span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,165 </span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,177 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,561 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">48,045 </span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Common stock</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9,679 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">411 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">527 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,174 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,764 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">33,187 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">17,779 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,149 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,692 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,351 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8,325 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">81,232 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The table below represents the allocation of the purchase price to the acquired net assets during the six months ended June 30, 2020.</span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:55.040%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.519%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.519%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.522%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">H2O Hydroponics LLC</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Health &amp; Harvest LLC</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Total</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Inventory</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">498 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td style="background-color:#ffffff;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,054 </span></td><td style="background-color:#ffffff;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,552 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Prepaids and other current assets</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Furniture and equipment</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">50 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">51 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">101 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Right to use asset</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">902 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">192 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,094 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Lease liability</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(902)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(192)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,094)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Customer relationships</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">150 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">255 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">405 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Trade name</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">234 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">357 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">591 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Non-compete</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">43 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">49 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Goodwill</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,008 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,130 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,138 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,987 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,853 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,840 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The table below represents the consideration paid for the net assets acquired in business combinations.</span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:55.040%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.519%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.519%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.522%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">H2O Hydroponics LLC</span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Health &amp; Harvest LLC</span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Total</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Cash</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,282 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,750 </span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,032 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Common stock</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">705 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,103 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,808 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,987 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,853 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,840 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table> 0 957000 780000 839000 1400000 29000 12000 29000 534000 36000 46000 63000 50000 0 315000 0 0 0 0 0 87000 0 853000 0 970000 87000 0 853000 0 970000 832000 339000 809000 5712000 605000 1530000 485000 870000 1099000 1192000 139000 0 26000 0 6000 0 0 0 2065000 0 8673000 1702000 3915000 6119000 5728000 11249000 3558000 6479000 16368000 9282000 2448000 326000 372000 824000 1204000 9150000 30000 3000 0 3000 7000 683000 250000 25000 94000 50000 100000 993000 169000 0 0 0 0 169000 94000 91000 129000 0 0 2224000 94000 91000 129000 0 0 2224000 1256000 549000 210000 634000 1016000 11962000 2748000 344000 353000 698000 1392000 10711000 94000 36000 2000 16000 0 319000 0 0 0 0 0 2065000 11122000 866000 661000 2126000 4606000 45518000 17779000 2149000 1692000 4351000 8325000 81232000 5973000 2331000 5347000 9902000 4751000 5276000 1227000 1132000 6466000 4531000 11249000 3558000 6479000 16368000 9282000 8100000 1738000 1165000 3177000 5561000 48045000 9679000 411000 527000 1174000 2764000 33187000 17779000 2149000 1692000 4351000 8325000 81232000 <div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table discloses the date of the acquisitions noted above and the revenue and earnings included in the consolidated income statement for the period ended June 30, 2021.</span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:49.192%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.110%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.110%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.110%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.110%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.110%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.538%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Agron</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Aquarius</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">55 Hydro</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Charcoir</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">San Diego Hydro</span></td><td colspan="3" style="padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:9pt;text-indent:-9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Acquisition date</span></div></td><td colspan="3" style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3/19/2021</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3/15/2021</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3/15/2021</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3/12/2021</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2/22/2021</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Revenue</span></td><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,105 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,684 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,222 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,880 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,446 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net Income</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">324 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">365 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">314 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">518 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">547 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr></table></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:41.443%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.110%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.110%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.110%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.110%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.110%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:6.657%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Grow Warehouse</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Grow Depot Maine</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Indoor Garden</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Down River Hydro</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Harvest</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Total</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:9pt;text-indent:-9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Acquisition date</span></div></td><td colspan="3" style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2/15/2021</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2/1/2021</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1/25/2021</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4/19/2021</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5/24/21</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:2pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Revenue</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,753 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,779 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,308 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,200 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,489 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,986 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net Income</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,297 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">555 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">433 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">176 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">268 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">905 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table discloses the date of the acquisitions noted above and the revenue and earnings included in the consolidated income statement from the date of acquisition to the period ended June 30, 2020.</span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:56.941%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.886%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.886%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.887%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">H2O Hydroponics LLC</span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Health &amp; Harvest LLC</span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Total</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Acquisition date</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6/26/20</span></td><td colspan="3" style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2/26/2020</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Revenue</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">227 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,300 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,527 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Earnings</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">28 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">462 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">490 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 2021-03-19 2021-03-15 2021-03-15 2021-03-12 2021-02-22 6105000 2684000 2222000 1880000 3446000 324000 365000 314000 518000 547000 2021-02-15 2021-02-01 2021-01-25 2021-04-19 2021-05-24 6753000 2779000 2308000 1200000 1489000 5986000 1297000 555000 433000 176000 268000 905000 <div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following represents the pro forma consolidated income statement as if the acquisitions had been included in the consolidated results of the Company for the entire period for the quarter ended June 30, 2021 and 2020.</span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:48.022%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:24.484%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:23.022%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.388%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Three Months Ended</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="6" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Six Months Ended</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">June 30, 2021<br/>(Unaudited)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">June 30, 2021<br/>(Unaudited)</span></td><td colspan="3" style="padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Revenue</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">130,504 </span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">229,599 </span></td><td style="background-color:#cceeff;border-top:2pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net income</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">12,446 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">19,849 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr></table></div><div style="padding-left:18pt;text-align:justify"><span><br/></span></div><div style="text-align:justify"><span><br/></span></div><div style="text-align:justify"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:48.022%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:24.484%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:23.022%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.388%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Three Months Ended</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="6" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Six Months Ended</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">June 30, 2020<br/>(Unaudited)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">June 30, 2020<br/>(Unaudited)</span></td><td colspan="3" style="padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Revenue</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">40,501 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">90,126 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net income</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,849 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,352 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr></table></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following represents the pro forma consolidated income statement as if the acquisitions had been included in the consolidated results of the Company for the entire period for the six months ended June 30, 2020 and 2019.</span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Pro forma consolidated income statement:</span></div><div style="padding-left:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:68.490%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.519%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.519%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.388%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Three Months Ended</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="6" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Six Months Ended</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:700;line-height:100%">June 30, 2019</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:700;line-height:100%">June 30, 2019</span></td><td colspan="3" style="padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Revenue</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">21,759 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">37,122 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Earnings</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,149 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,465 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr></table></div> 130504000 229599000 12446000 19849000 40501000 90126000 1849000 2352000 2850000 1100000 2000000.0 1000000.0 498000 1054000 1552000 4000 0 4000 50000 51000 101000 902000 192000 1094000 902000 192000 1094000 150000 255000 405000 234000 357000 591000 43000 6000 49000 1008000 1130000 2138000 1987000 2853000 4840000 1282000 1750000 3032000 705000 1103000 1808000 1987000 2853000 4840000 2020-06-26 2020-02-26 227000 2300000 2527000 28000 462000 490000 21759000 37122000 1149000 1465000 RELATED PARTIESThe Company has engaged with a firm that employs an immediate family member of an officer of the Company as partner. The firm provides certain legal services. Amounts paid for to that firm in total was approximately $0.2 million and $0.4 million for the three and six months ended June 30, 2021, respectively. As of June 30, 2021, there was no outstanding balance due. 200000 400000 SUBSEQUENT EVENTS <div style="text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%"> </span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company has evaluated events and transaction occurring subsequent to June 30, 2021 up to the date of this filing of these consolidated financial statements. These statements contain all necessary adjustments and disclosures resulting from that evaluation. </span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">For all acquisitions subsequent to the end of the quarter, the Company’s initial accounting for the business combination has not been completed because the valuations have not yet been received from the Company’s independent valuation firm.</span></div><div style="padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="padding-left:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:112%">On July 1, 2021, the Company purchased the assets of Aqua Serene, an indoor/outdoor garden center with stores in Eugene and Ashland, Oregon. The total consideration for the purchase was $10.0 million, including approximately $7.7 million in cash and 46,554 shares of common stock valued at approximately $2.3 million.</span></div><div style="padding-left:18pt"><span><br/></span></div><div style="padding-left:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:112%">On July 3, 2021, the Company purchased the assets of Mendocino Greenhouse &amp; Garden Supply, Inc, a Northern California-based hydroponic garden center located in Mendocino, California. The total consideration for the purchase was approximately $4.0 million.</span></div>On July 27, 2021, the Company entered into a series of asset purchase agreements (the “Purchase Agreements”) through its wholly-owned subsidiary, GrowGeneration Michigan Corp., to purchase the assets from subsidiaries of HGS Hydro (“HGS Hydro”) with six stores across the State of Michigan and a seventh store to open in the fall of 2021. This acquisition is expected to close before the end of 2021 fiscal year-end. As consideration for the assets, the Company agreed to pay HGS Hydro an aggregate purchase price of approximately $72.2 million which includes $55.2 million in cash and approximately $17.0 million in shares of the Company's restricted common stock. 10000000.0 7700000 46554 2300000 4000000.0 6 72200000 55200000 17000000.0 XML 19 R1.htm IDEA: XBRL DOCUMENT v3.21.2
Cover - shares
6 Months Ended
Jun. 30, 2021
Aug. 12, 2021
Cover [Abstract]    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Jun. 30, 2021  
Document Transition Report false  
Entity File Number 333-207889  
Entity Registrant Name GROWGENERATION CORP  
Entity Incorporation, State or Country Code CO  
Entity Tax Identification Number 46-5008129  
Entity Address, Address Line One 5619 DTC Parkway  
Entity Address, Address Line Two Suite 900  
Entity Address, City or Town Greenwood Village  
Entity Address, State or Province CO  
Entity Address, Postal Zip Code 80111  
City Area Code 800  
Local Phone Number 935-8420  
Title of 12(b) Security Common Stock, par value $0.001 per share  
Trading Symbol GRWG  
Security Exchange Name NASDAQ  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company true  
Entity Ex Transition Period false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   59,607,234
Current Fiscal Year End Date --12-31  
Entity Central Index Key 0001604868  
Amendment Flag false  
Document Fiscal Year Focus 2021  
Document Fiscal Period Focus Q2  
XML 20 R2.htm IDEA: XBRL DOCUMENT v3.21.2
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)
$ in Thousands
Jun. 30, 2021
Dec. 31, 2020
Current assets:    
Cash and cash equivalents $ 67,155 $ 177,912
Marketable securities 57,357 0
Accounts receivable, net 4,377 3,901
Notes receivable, current 4,535 2,612
Inventory, net 95,937 54,024
Income taxes receivable 0 655
Prepaids and other current assets 26,286 11,125
Total current assets 255,647 250,229
Property and equipment, net 10,455 6,475
Operating leases right-of-use assets, net 31,661 12,088
Notes receivables, net of current portion 1,371 1,200
Intangible assets, net 44,279 21,490
Goodwill 108,740 62,951
Other assets 694 301
TOTAL ASSETS 452,847 354,734
Current liabilities:    
Accounts payable 36,481 14,623
Accrued liabilities 2,639 672
Payroll and payroll tax liabilities 4,412 2,655
Customer deposits 6,793 5,155
Sales tax payable 2,046 1,161
Income taxes payable 1,846 0
Current maturities of lease liability 5,464 3,001
Current portion of long-term debt 83 83
Total current liabilities 59,764 27,350
Deferred tax liability 1,697 750
Operating lease liability, net of current maturities 27,427 9,479
Long-term debt, net of current portion 106 158
Total liabilities 88,994 37,737
Stockholders’ Equity:    
Common stock 60 57
Additional paid-in capital 353,575 319,582
Retained earnings (deficit) 10,218 (2,642)
Total stockholders’ equity 363,853 316,997
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 452,847 $ 354,734
XML 21 R3.htm IDEA: XBRL DOCUMENT v3.21.2
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2021
Jun. 30, 2020
Jun. 30, 2021
Jun. 30, 2020
Income Statement [Abstract]        
Sales $ 125,885 $ 43,451 $ 215,907 $ 76,433
Cost of sales 90,172 31,866 154,817 55,902
Gross profit 35,713 11,585 61,090 20,531
Operating expenses:        
Store operations 12,624 3,877 20,806 7,516
Selling, general, and administrative 10,563 4,431 17,968 11,496
Depreciation and amortization 2,917 468 4,971 827
Total operating expenses 26,104 8,776 43,745 19,839
Income from operations 9,609 2,809 17,345 692
Other income (expense):        
Other expense (8) (66) (46) (61)
Interest income 36 0 40 25
Interest expense (4) (13) (6) (20)
Total non-operating income (expense), net 24 (79) (12) (56)
Net income before taxes 9,633 2,730 17,333 636
Provision for income taxes (2,920) (156) (4,473) (156)
Net income $ 6,713 $ 2,574 $ 12,860 $ 480
Net income per share, basic (in dollars per share) $ 0.11 $ 0.07 $ 0.22 $ 0.01
Net income per share, diluted (in dollars per share) $ 0.11 $ 0.06 $ 0.22 $ 0.01
Weighted average shares outstanding, basic (in shares) 59,061,000 38,617,000 58,588,000 38,224,000
Weighted average shares outstanding, diluted (in shares) 60,223,000 41,016,000 59,794,000 40,241,000
XML 22 R4.htm IDEA: XBRL DOCUMENT v3.21.2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited) - USD ($)
$ in Thousands
Total
Common Stock
Additional Paid-In Capital
Retained Earnings (Deficit)
Beginning balances (in shares) at Dec. 31, 2019   36,876,000    
Beginning balances at Dec. 31, 2019 $ 52,809 $ 37 $ 60,742 $ (7,970)
Increase (Decrease) in Stockholders' Equity [Roll Forward]        
Common stock issued upon warrant exercise (in shares)   191,000    
Common stock issued upon warrant exercise 510   510  
Common stock issued upon cashless warrant exercise (in shares)   19,000    
Common stock issued upon cashless warrant exercise 0      
Common stock issued upon cashless exercise of options (in shares)   280,000    
Common stock issued upon cashless exercise of options 0      
Common stock issued in connection with business combinations (in shares)   250,000    
Common stock issued in connection with business combinations 1,102   1,102  
Common stock issued for assets (in shares)   24,000    
Common stock issued for assets 101   101  
Common stock issued for services (in shares)   50,000    
Common stock issued for services 0      
Common stock issued for share based compensation (in shares)   519,000    
Common stock issued for share based compensation 1,761 $ 1 1,760  
Share based compensation 2,209   2,209  
Net income (loss) (2,094)     (2,094)
Ending balances (in shares) at Mar. 31, 2020   38,209,000    
Ending balances at Mar. 31, 2020 56,398 $ 38 66,424 (10,064)
Beginning balances (in shares) at Dec. 31, 2019   36,876,000    
Beginning balances at Dec. 31, 2019 52,809 $ 37 60,742 (7,970)
Increase (Decrease) in Stockholders' Equity [Roll Forward]        
Net income (loss) 480      
Ending balances (in shares) at Jun. 30, 2020   38,846,000    
Ending balances at Jun. 30, 2020 61,930 $ 38 69,382 (7,490)
Beginning balances (in shares) at Mar. 31, 2020   38,209,000    
Beginning balances at Mar. 31, 2020 56,398 $ 38 66,424 (10,064)
Increase (Decrease) in Stockholders' Equity [Roll Forward]        
Common stock issued upon warrant exercise (in shares)   81,000    
Common stock issued upon warrant exercise 282   282  
Common stock issued upon cashless warrant exercise (in shares)   78,000    
Common stock issued upon cashless warrant exercise 0      
Common stock issued upon cashless exercise of options (in shares)   30,000    
Common stock issued upon cashless exercise of options 0      
Common stock issued in connection with business combinations (in shares)   108,000    
Common stock issued in connection with business combinations 705   705  
Common stock issued for assets (in shares)   10,000    
Common stock issued for assets 67   67  
Common stock issued for services (in shares)   325,000    
Common stock issued for services 717   717  
Common stock issued for share based compensation (in shares)   5,000    
Common stock issued for share based compensation 25   25  
Share based compensation 1,162   1,162  
Net income (loss) 2,574     2,574
Ending balances (in shares) at Jun. 30, 2020   38,846,000    
Ending balances at Jun. 30, 2020 61,930 $ 38 69,382 (7,490)
Beginning balances (in shares) at Dec. 31, 2020   57,151,000    
Beginning balances at Dec. 31, 2020 316,997 $ 57 319,582 (2,642)
Increase (Decrease) in Stockholders' Equity [Roll Forward]        
Common stock issued upon warrant exercise (in shares)   40,000    
Common stock issued upon warrant exercise 111   111  
Common stock issued upon cashless warrant exercise (in shares)   535,000    
Common stock issued upon cashless warrant exercise 0 $ 1 (1)  
Common stock issued upon exercise of options (in shares)   1,000    
Common stock issued upon exercise of options 2   2  
Common stock issued upon cashless exercise of options (in shares)   5,000    
Common stock issued upon cashless exercise of options 0      
Common stock issued in connection with business combinations (in shares)   548,000    
Common stock issued in connection with business combinations 29,249   29,249  
Common stock issued for share based compensation (in shares)   300,000    
Common stock issued for share based compensation 0      
Common stock redeemed in litigation settlement (in shares)   (90,000)    
Common stock redeemed in litigation settlement 0      
Common stock redemption (in shares)   (96,000)    
Common stock redemption (3,954)   (3,954)  
Share based compensation 1,187   1,187 0
Net income (loss) 6,147     6,147
Ending balances (in shares) at Mar. 31, 2021   58,394,000    
Ending balances at Mar. 31, 2021 349,739 $ 58 346,176 3,505
Beginning balances (in shares) at Dec. 31, 2020   57,151,000    
Beginning balances at Dec. 31, 2020 $ 316,997 $ 57 319,582 (2,642)
Increase (Decrease) in Stockholders' Equity [Roll Forward]        
Common stock issued upon exercise of options (in shares) 753,000      
Net income (loss) $ 12,860      
Ending balances (in shares) at Jun. 30, 2021   59,562,000    
Ending balances at Jun. 30, 2021 363,853 $ 60 353,575 10,218
Beginning balances (in shares) at Mar. 31, 2021   58,394,000    
Beginning balances at Mar. 31, 2021 349,739 $ 58 346,176 3,505
Increase (Decrease) in Stockholders' Equity [Roll Forward]        
Common stock issued upon warrant exercise (in shares)   216,000    
Common stock issued upon warrant exercise 224   224  
Common stock issued upon cashless warrant exercise (in shares)   119,000    
Common stock issued upon cashless warrant exercise 0      
Common stock issued upon exercise of options (in shares)   460,000    
Common stock issued upon exercise of options 1,730 $ 1 1,729  
Common stock issued upon cashless exercise of options (in shares)   272,000    
Common stock issued upon cashless exercise of options 0      
Common stock issued in connection with business combinations (in shares)   101,000    
Common stock issued in connection with business combinations 3,939 $ 1 3,938  
Share based compensation 1,508   1,508  
Net income (loss) 6,713     6,713
Ending balances (in shares) at Jun. 30, 2021   59,562,000    
Ending balances at Jun. 30, 2021 $ 363,853 $ 60 $ 353,575 $ 10,218
XML 23 R5.htm IDEA: XBRL DOCUMENT v3.21.2
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited) - USD ($)
$ in Thousands
6 Months Ended
Jun. 30, 2021
Jun. 30, 2020
Cash flows from operating activities:    
Net income $ 12,860 $ 480
Adjustments to reconcile net income to net cash provided by operating activities:    
Depreciation and amortization 4,971 827
Stock-based compensation expense 3,241 5,302
Bad debt expense, net of recoveries 313 195
Deferred taxes 947 0
Changes in operating assets and liabilities:    
Accounts and notes receivable (2,883) 652
Inventory (32,763) (6,154)
Prepaid expenses and other assets (14,487) (2,550)
Accounts payable and accrued liabilities 23,280 6,608
Operating leases 838 157
Payroll and payroll tax liabilities 1,757 272
Income taxes payable 1,846 156
Customer deposits 1,469 (169)
Sales tax payable 885 345
Net cash provided by operating activities 2,274 6,121
Cash flows from investing activities:    
Assets acquired in business combinations (48,045) (3,032)
Purchase of marketable securities (57,357) 0
Purchase of property and equipment (4,428) (1,280)
Purchase of intangibles (1,262) (709)
Net cash used in investing activities (111,092) (5,021)
Cash flows from financing activities:    
Principal payments on long term debt (52) (47)
Common stock redeemed (3,954) 0
Proceeds from the sale of common stock and exercise of warrants, net of expenses 2,067 792
Net cash provided by (used in) financing activities (1,939) 745
Net change (110,757) 1,845
Cash at the beginning of period 177,912 12,979
Cash at the end of period 67,155 14,824
Supplemental disclosures of non-cash activities:    
Cash paid for interest 6 20
Common stock issued for accrued payroll 0 718
Common stock issued for business combination 33,187 1,808
Assets acquired by issuance of common stock 0 168
Right to use assets acquired under new operating leases $ 19,573 $ 1,095
XML 24 R6.htm IDEA: XBRL DOCUMENT v3.21.2
GENERAL
6 Months Ended
Jun. 30, 2021
Accounting Policies [Abstract]  
GENERAL GENERAL
 
GrowGeneration Corp (the “Company”, "we", or "our") 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, ventilation systems and accessories for hydroponic gardening. Currently, the Company owns and operates a chain of fifty-eight (58) retail hydroponic/gardening stores across 12 states, an online e-commerce platform, and proprietary businesses that market grow solutions through our platforms and other wholesale customers. The Company’s plan is to continue to acquire, open and operate hydroponic/gardening stores and related businesses throughout the United States. 

Basis of Presentation
 
The accompanying interim unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements.  In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. These statements should be read in conjunction with our Annual Report on Form 10-K for the fiscal year ended December 31, 2020.  The results of operations for our interim periods are not necessarily indicative of results for the full fiscal year.
 
All amounts included in the accompanying footnotes to the consolidated financial statements, except per share data, is in thousands (000).
 
Risk and Uncertainties
 
The COVID-19 pandemic has created significant public health concerns as well as economic disruption, uncertainty, and volatility which may negatively affect our business operations. As a result, if the pandemic persists or worsens, our accounting estimates and assumptions could be impacted in subsequent interim reports and upon final determination at year-end, and it is reasonably possible such changes could be significant (although the potential effects cannot be estimated at this time). The Company has experienced minimal business interruption as a result of the COVID-19 pandemic. We have been deemed an “essential” business by state and local authorities in the areas in which we operate and as such have not been subject to business closures. The COVID-19 pandemic to date has resulted in temporary supply chain delays of our inventory. As events surrounding the COVID-19 pandemic can change rapidly we cannot predict how it may disrupt our operations or the full extent of the disruption.

New Accounting Policies Adopted During the Six Months Ended June 30, 2021
 
Securities
 
The Company classifies its commercial paper and debt securities as marketable securities. Marketable securities with available fair market values are stated at fair market values. Unrealized gains and unrealized losses on these marketable securities are reported, net of applicable income taxes, in other comprehensive income. Realized gains or losses on sale of marketable securities are computed using primarily the moving average cost and reported in net income. For the six months ended June 30, 2021, there were no significant unrealized gains or losses recorded.
XML 25 R7.htm IDEA: XBRL DOCUMENT v3.21.2
FAIR VALUE MEASUREMENTS
6 Months Ended
Jun. 30, 2021
Fair Value Disclosures [Abstract]  
FAIR VALUE MEASUREMENTS FAIR VALUE MEASUREMENTS
 
Fair Value Measurements
 
Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable:
 
Level 1—Quoted prices in active markets for identical assets or liabilities.
Level 2—Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data.
Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques.
 
To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.
 
The carrying amounts of cash and cash equivalents, accounts receivable, available for sales securities, accounts payable and all other current liabilities approximate fair values due to their short-term nature. The fair value of notes receivable approximates the outstanding balance and are reviewed for impairment at least annually. The fair value of impaired notes receivable is determined based on estimated future payments discounted back to present value using the notes effective interest rate.
 
 LevelJune 30,
2021
December 31,
2020
Cash equivalents2$67,155 $177,912 
Marketable securities2$57,357 $— 
Notes receivable2$5,906 $2,937 
Notes receivable impaired3$— $875 
Accounts receivable2$4,377 $3,901 
XML 26 R8.htm IDEA: XBRL DOCUMENT v3.21.2
RECENT ACCOUNTING PRONOUNCEMENTS
6 Months Ended
Jun. 30, 2021
Accounting Standards Update and Change in Accounting Principle [Abstract]  
RECENT ACCOUNTING PRONOUNCEMENTS RECENT ACCOUNTING PRONOUNCEMENTS
 
New Accounting Pronouncements
 
From time to time, the Financial Accounting Standards Board (“FASB”) or other standard setting bodies issue new accounting pronouncements. Updates to the FASB Accounting Standards Codification ("ASC") are communicated through issuance of an Accounting Standards Update (“ASU”). We have implemented all new accounting pronouncements that are in effect and that may impact our financial statements. We have evaluated recently issued accounting pronouncements and determined that there is no material impact on our financial position or results of operations. 
 
As an emerging growth company, the Company is permitted to delay the adoption of new or revised accounting standards until such time as those standards apply to private companies. The Company has chosen to take advantage of the extended transition period for complying with new or revised accounting standards.
 
Refer to Note 3 to the Consolidated Financial Statements reported in Form 10-K for the year ended December 31, 2020 for recently issued accounting pronouncements that are pending adoption. 
 
Recently Adopted Accounting Pronouncements
 
In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement. The new guidance modifies the disclosure requirements on fair value measurements in Topic 820. The amendments in ASU 2018-13 are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The adoption of this new guidance, effective January 1, 2020, did not have a material impact on our Financial Statements.
 
In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes, to simplify the accounting for income taxes by removing certain exceptions to the general principles and also simplification of areas such as franchise taxes, step-up in tax basis goodwill, separate entity financial statements and interim recognition of enactment of tax laws or rate changes. The standard was effective for annual reporting periods beginning after December 15, 2020, including interim reporting periods within those periods. There was no material impact on our consolidated financial statements and related disclosures as a result of adopting this standard.
XML 27 R9.htm IDEA: XBRL DOCUMENT v3.21.2
REVENUE RECOGNITION
6 Months Ended
Jun. 30, 2021
Revenue from Contract with Customer [Abstract]  
REVENUE RECOGNITION REVENUE RECOGNITION
 
The following table disaggregates revenue by source:
 Three Months Ended
June 30, 2021
Three Months Ended
June 30, 2020
Six Months Ended June 30, 2021Six Months Ended June 30, 2020
Sales at company owned stores$108,911 $40,128 $190,138 $71,912 
Distribution4,988 — 7,823 — 
E-commerce sales11,986 3,323 17,946 4,521 
Total Revenues$125,885 $43,451 $215,907 $76,433 
 
4.REVENUE RECOGNITION, continued

The opening and closing balances of the Company’s customer trade receivables and customer deposit liability are as follows:
 
 ReceivablesCustomer Deposit Liability
Opening balance, January 1, 2021$7,713 $5,155 
Closing balance, June 30, 2021
10,283 6,793 
Increase (decrease)$2,570 $1,638 
Opening balance, January 1, 2020$4,455 $2,504 
Closing balance, June 30, 2020
3,609 2,335 
Increase (decrease)$(846)$(169)
 
Of the total amount of customer deposit liability as of January 1, 2021, $2,873 was reported as revenue during the six months ended June 30, 2021. Of the total amount of customer deposit liability as of January 1, 2020, $1,599 was reported as revenue during the six months ended June 30, 2020.
 
The Company also has customer trade receivables under longer term financing arrangements at interest rates ranging from 9% to 12% with repayment terms ranging for 12 to 18 months. Long term trade receivables as of June 30, 2021 and December 31, 2020 are as follows:
 
 June 30,
2021
December 31,
2020
Note receivable$6,172 $4,104 
Allowance for losses(266)(292)
Notes receivable, net$5,906 3,812 
 
The following table summarizes changes in notes receivable balances that have been deemed impaired.
 
 June 30,
2021
December 31,
2020
Note receivable$266 $1,166 
Allowance for losses(266)(292)
Notes receivable, net$— 874 
XML 28 R10.htm IDEA: XBRL DOCUMENT v3.21.2
INVESTMENTS
6 Months Ended
Jun. 30, 2021
Investments [Abstract]  
INVESTMENTS INVESTMENTS
 
Marketable securities have maturities of less than one year as of June 30, 2021. There were no significant realized or unrealized gains or losses for the six months ended June 30, 2021.

The components of investments, available for sales securities, as of June 30, 2021 were as follows:
 
 Fair Value LevelAdjusted Cost BasisUnrealized Gain (Loss)Recorded
Basis
Commercial paperLevel 2$9,994 $— $9,994 
Corporate notes and bondsLevel 247,363 — 47,363 
Marketable securities $57,357 $— $57,357 
XML 29 R11.htm IDEA: XBRL DOCUMENT v3.21.2
NOTES RECEIVABLE
6 Months Ended
Jun. 30, 2021
Receivables [Abstract]  
NOTES RECEIVABLE NOTES RECEIVABLE
 
Notes receivable include customer trade receivables under long term financing arrangements and other note receivables not associated with customer transactions.
 
 June 30,
2021
December 31,
2020
Trade receivables under longer term financing arrangements$5,906 $3,812 
Note receivable, non-customer related— — 
Subtotal5,906 3,812 
Less, current portion(4,535)(2,612)
Notes receivable, noncurrent$1,371 1,200 
XML 30 R12.htm IDEA: XBRL DOCUMENT v3.21.2
PROPERTY AND EQUIPMENT
6 Months Ended
Jun. 30, 2021
Property, Plant and Equipment [Abstract]  
PROPERTY AND EQUIPMENT PROPERTY AND EQUIPMENT
 
 June 30,
2021
December 31,
2020
Vehicles$2,256 $1,342 
Building1,107 477 
Leasehold improvements3,381 1,988 
Furniture, fixtures and equipment8,223 5,739 
Total property and equipment, gross14,967 9,546 
Accumulated depreciation and amortization(4,512)(3,071)
Property and equipment, net$10,455 $6,475 
 
Depreciation expense for the three and six months ended June 30, 2021 was $782 thousand and $1.4 million, respectively. Depreciation expense for the three and six months ended June 30, 2020 was $374 thousand and $705 thousand, respectively.
XML 31 R13.htm IDEA: XBRL DOCUMENT v3.21.2
GOODWILL AND INTANGIBLE ASSETS
6 Months Ended
Jun. 30, 2021
Goodwill and Intangible Assets Disclosure [Abstract]  
GOODWILL AND INTANGIBLE ASSETS GOODWILL AND INTANGIBLE ASSETS
 
The changes in goodwill are as follows:
 
 June 30, 2021December 31,
2020
Balance, beginning of period$62,951 $17,799 
Goodwill additions and measurement period adjustments45,789 45,152 
Balance, end of period$108,740 $62,951 
 
Intangible assets consist of the following:
 
 June 30, 2021December 31, 2020
 Gross
Carrying
Amount
Accumulated
Amortization
Gross
Carrying
Amount
Accumulated
Amortization
Tradenames$24,184 $(2,298)$13,923 $(398)
Patents, trademarks100 (35)100 (9)
Customer relationships18,372 (1,260)6,297 (138)
Non-competes1,115 (118)796 (22)
Intellectual property2,065 (138)— — 
Capitalized software2,762 (470)1,163 (222)
 $48,598 $(4,319)$22,279 $(789)
 
Amortization expense for the six months ended June 30, 2021 and 2020 was $2,135 and $3,530, respectively.
 
Future amortization expense is as follows: 
2021, remainder$4,714 
20229,525 
20239,164 
20248,817 
20258,283 
Thereafter3,776 
Total$44,279 
XML 32 R14.htm IDEA: XBRL DOCUMENT v3.21.2
LONG-TERM DEBT
6 Months Ended
Jun. 30, 2021
Debt Disclosure [Abstract]  
LONG-TERM DEBT LONG-TERM DEBT
 
June 30,
2021
December 31,
2020
Long term debt is as follows:  
Wells Fargo Equipment Finance, interest at 3.5% per annum, payable in monthly installments of $518.96 beginning April 2016 through March 2021, secured by warehouse equipment with a book value of $25
$— $
Notes payable issued in connection with seller financing of assets acquired, interest at 8.125%, payable in 60 installments of $8,440.00, Due August 2023
189 240 
 $189 $241 
Less Current Maturities(83)(83)
Total Long-Term Debt$106 $158 
 
Interest expense for the three months ended June 30, 2021 and 2020 was $4 thousand and $13 thousand, respectively. 
  
Interest expense for the six months ended June 30, 2021 and 2020 was $6 thousand and $20 thousand, respectively.
XML 33 R15.htm IDEA: XBRL DOCUMENT v3.21.2
LEASES
6 Months Ended
Jun. 30, 2021
Leases [Abstract]  
LEASES LEASES
 
We determine if a contract contains a lease at inception. Our material operating leases consist of retail and warehouse locations as well as office space. Our leases generally have remaining terms of 1-5 years, most of which include options to extend the leases for additional 3 to 5-year periods. Generally, the lease term is the minimum of the noncancelable period of the lease or the lease term inclusive of reasonably certain renewal periods.
 
 June 30,
2021
December 31,
2020
Right to use assets, operating lease assets$31,661 $12,088 
Current lease liability$5,464 $3,001 
Non-current lease liability27,427 9,479 
 $32,891 $12,480 
 
 June 30,
2021
June 30,
2020
Weighted average remaining lease term7.17 years3.44 years
Weighted average discount rate6.0 %7.6 %
 
 Six Months Ended
June 30,
 20212020
Operating lease costs$3,548 $1,714 
Short-term lease costs1,109 31 
Total operating lease costs$4,657 $1,745 
 
10.LEASES, continued

The following table presents the maturity of the Company’s operating lease liabilities as of June 30, 2021: 

2021 (remainder of the year)$3,769 
20226,720 
20236,021 
20244,884 
20254,246 
Thereafter15,170 
Total lease payments40,810 
Less: Imputed interest(7,919)
Lease Liability at June 30, 2021
$32,891 
XML 34 R16.htm IDEA: XBRL DOCUMENT v3.21.2
SHARE BASED PAYMENTS
6 Months Ended
Jun. 30, 2021
Share-based Payment Arrangement [Abstract]  
SHARE BASED PAYMENTS SHARE BASED PAYMENTS
 
The Company maintains long-term incentive plans for employee, non-employee members of our Board of Directors and consultants. The plans allows us to grant equity-based compensation awards, including stock options, stock appreciation rights, performance share units, restricted stock units, restricted stock awards, or a combination of awards (collectively, share-based awards).
 
The Company accounts for share-based payments through the measurement and recognition of compensation expense for share-based payment awards made to employees and directors of the Company, including stock options and restricted shares. The Company also issues share based payments in the form of common stock warrants to non-employees.
 
The following table presents share-based payment expense for the six months ended June 30, 2021 and 2020.
 
 Six months ended June 30,
 20212020
Restricted stock$1,935 $3,316 
Stock options559 1,986 
Warrants747 — 
Total$3,241 $5,302 
  
As of June 30, 2021, the Company had approximately $10.4 million of unamortized share-based compensation for option awards and restricted stock awards, which is expected to be recognized over a weighted average period of approximately 3.3 years. As of June 30, 2021, the Company also had approximately $3.3 million of unamortized share-based compensation for common stock warrants issued to consultants, which is expected to be recognized over a weighted average period of 2.5 years.
 
Restricted Stock
 
The Company issues shares of restricted stock to eligible employees, which are subject to forfeiture until the end of an applicable vesting period. The awards generally vest on the second or third anniversary of the date of grant, subject to the employee’s continuing employment as of that date.
 
11.SHARE BASED PAYMENTS AND STOCK OPTIONS, continued

Restricted stock activity for the six months ended June 30, 2021 is presented in the following table:
 
 SharesWeighted Average Grant Date Fair Value
Nonvested, December 31, 2020
630 $4.15 
Granted201 $45.56 
Vested(291)$4.39 
Forfeited(9)$18.54 
Nonvested, June 30, 2021
531 $20.40 
 
The table below summarizes all option activity under all plans during the six months ended June 30, 2021:
 
OptionsSharesWeight -
Average
Exercise
Price
Weighted -
Average
Remaining
Contractual
Term
Weighted -
Average
Grant Date
Fair Value
Outstanding at December 31, 2020
1,803 $3.92 3.47$2.38 
Granted— — — 
Exercised(753)3.05 1.65 
Forfeited or expired(50)4.16 — 2.28 
Outstanding at June 30, 2021
1,000 $4.56 3.31$2.46 
Options vested at June 30, 2021
774 $4.29 2.80$3.31 
   
A summary of the status of the Company’s outstanding stock purchase warrants for the six months ended June 30, 2021 is as follows:
 
 WarrantsWeighted Average
Exercise Price
Outstanding at December 31, 2020
1,393 $7.49 
Issued— 
Exercised(968)$2.84 
Forfeited— 
Outstanding at June 30, 2021
425 $17.25 
XML 35 R17.htm IDEA: XBRL DOCUMENT v3.21.2
EARNINGS PER SHARE
6 Months Ended
Jun. 30, 2021
Earnings Per Share [Abstract]  
EARNINGS PER SHARE EARNINGS PER SHARE
   
The following table sets forth the composition of the weighted average shares (denominator) used in the basic and dilutive earnings per share computation for the three and six months ended June 30, 2021 and 2020.
 
 Three Months Ended
 June 30,
2021
June 30,
2020
Net income $6,713 $2,574 
Weighted average shares outstanding, basic59,061 38,617 
Effect of dilution1,162 2,399 
Adjusted weighted average shares outstanding, dilutive60,223 41,016 
Basic earnings per shares$0.11 $0.07 
Dilutive earnings per share$0.11 $0.06 
 Six Months Ended
 June 30,
2021
June 30,
2020
Net income $12,860 $480 
Weighted average shares outstanding, basic58,588 38,224 
Effect of dilution1,206 2,017 
Adjusted weighted average shares outstanding, dilutive59,794 40,241 
Basic earnings per shares$0.22 $0.01 
Dilutive earnings per share$0.22 $0.01 
XML 36 R18.htm IDEA: XBRL DOCUMENT v3.21.2
ACQUISITIONS
6 Months Ended
Jun. 30, 2021
Business Combination and Asset Acquisition [Abstract]  
ACQUISITIONS ACQUISITIONS
 
Our acquisition strategy is to acquire (i) well established profitable hydroponic garden centers in markets where the Company does not have a market presence or in markets where it is increasing its market presence; and (ii) proprietary brands and private label brands. The Company accounts for acquisitions in accordance with ASC 805 “Business Combinations.” Assets acquired and liabilities assumed are recorded in the accompanying consolidated balance sheets at their estimated fair values, as of the acquisition date. For all acquisitions, the preliminary allocation of the purchase price was based upon a preliminary valuation, and the Company’s estimates and assumptions are subject to change within the measurement period as valuations are finalized. The Company has made adjustments to the preliminary valuations of the acquisition based on valuation analysis prepared by independent third-party valuation consultants. All acquisition costs are expensed as incurred and recorded in general and administrative expenses in the consolidated statements of operations.
 
Acquisitions during the six months ended June 30, 2021.
 
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 $1.7 million, including $1.2 million in cash and common stock valued at approximately $0.5 million. Acquired goodwill of approximately $0.8 million represents the value expected to rise from organic growth and an opportunity to expand into a well-established market for the Company.
 
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 $0.4 million. Acquired goodwill of approximately $1.3 million represents the value expected to rise from organic growth and an opportunity to expand into a well-established market for the Company.
 
13.ACQUISITIONS, continued

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) and Oklahoma (1). 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. Acquired goodwill of approximately $11.1 million represents the value expected to rise from organic growth and an opportunity to expand into a well-established market for the Company.
 
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. Acquired goodwill of approximately $5.7 million represents the value expected to rise from organic growth and an opportunity to expand into a well-established market for the Company.
 
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 $16.4 million, including $9.9 million in cash and common stock valued at approximately $6.5 million. Acquired goodwill of approximately $6.1 million represents the value expected to rise from organic growth and an opportunity to expand into a well-established distribution market for the Company of a proprietary brand.
 
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 $6.5 million, including $5.4 million in cash and common stock valued at approximately $1.1 million. Acquired goodwill of approximately $3.9 million represents the value expected to rise from organic growth and an opportunity to expand into a well-established market for the Company.
 
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. Acquired goodwill of approximately $1.7 million represents the value expected to rise from organic growth and an opportunity to expand into a well-established market for the Company.
 
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. Acquired goodwill of approximately $8.7 million represents the value expected to rise from organic growth and an opportunity to expand into a well-established e-commerce market for the Company targeting the commercial customer.

On April 19, 2021, the Company purchased the assets of Grow Depot LLC ("Down River Hydro"), a hydroponic and indoor gardening supply store in Brownstown, MI. The total consideration for the purchase of Down River Hydro was approximately $4.4 million, including approximately $3.2 million in cash and common stock valued at approximately $1.2 million. Acquired goodwill of approximately $2.1 million represents the value expected to rise from organic growth and an opportunity to expand into a well established market for the Company.

On May 24, 2021, the Company purchased the assets of The Harvest company ("Harvest"), a northern California-based hydroponic supply center and cultivation design innovator with stores in Redding and Trinity County. The total consideration for the purchase if Harvest was approximately $8.3 million, including approximately $5.6 million in cash and common stock valued at approximately $2.8 million. Acquired goodwill of approximately $4.6 million represents the value expected to rise from organic growth and an opportunity to expand into a well established market for the Company.
 
13.ACQUISITIONS, continued

The table below represents the allocation of the purchase price to the acquired net assets during the six months ended June 30, 2021.
 

 AgronAquarius55 HydroCharcoirSan Diego Hydro
Inventory$— $957 $780 $839 $1,400 
Prepaids and other current assets29 12 29 534 36 
Furniture and equipment46 63 50 — 315 
Liabilities— — — — — 
Operating lease right to use asset87 — 853 — 970 
Operating lease liability(87)— (853)— (970)
Customer relationships832 339 809 5,712 605 
Trade name1,530 485 870 1,099 1,192 
Non-compete139 — 26 — 
Intellectual property— — — 2,065 — 
Goodwill8,673 1,702 3,915 6,119 5,728 
Total$11,249 $3,558 $6,479 $16,368 $9,282 
 
 Grow WarehouseGrow Depot MaineIndoor GardenDown River HydroHarvestTotal
Inventory$2,448 $326 $372 $824 $1,204 $9,150 
Prepaids and other current assets30 — 683 
Furniture and equipment250 25 94 50100 993 
Liabilities(169)— — — — (169)
Operating lease right to use asset94 91 129 — — 2,224 
Operating lease liability(94)(91)(129)— — (2,224)
Customer relationships1,256 549 210 634 1,016 11,962 
Trade name2,748 344 353 698 1,392 10,711 
Non-compete94 36 16 — 319 
Intellectual property— — — — — 2,065 
Goodwill11,122 866 661 2,126 4,606 45,518 
Total17,779 2,149 1,692 $4,351 $8,325 $81,232 
 

The table below represents the consideration paid for the net assets acquired in business combinations.
 
 AgronAquarius55 HydroCharcoirSan Diego Hydro
Cash$5,973 $2,331 $5,347 $9,902 $4,751 
Common stock5,276 1,227 1,132 6,466 4,531 
Total$11,249 $3,558 $6,479 $16,368 $9,282 
  

 Grow WarehouseGrow
Depot Maine
Indoor GardenDown River HydroHarvestTotal
Cash$8,100 $1,738 $1,165 $3,177 $5,561 $48,045 
Common stock9,679 411 527 1,174 2,764 33,187 
Total$17,779 $2,149 $1,692 $4,351 $8,325 $81,232 
  
The following table discloses the date of the acquisitions noted above and the revenue and earnings included in the consolidated income statement for the period ended June 30, 2021.
 
 AgronAquarius55 HydroCharcoirSan Diego Hydro
Acquisition date
3/19/20213/15/20213/15/20213/12/20212/22/2021
Revenue$6,105 $2,684 $2,222 $1,880 $3,446 
Net Income$324 $365 $314 $518 $547 
 
 
 Grow WarehouseGrow Depot MaineIndoor GardenDown River HydroHarvestTotal
Acquisition date
2/15/20212/1/20211/25/20214/19/20215/24/21
Revenue$6,753 $2,779 $2,308 $1,200 $1,489 $5,986 
Net Income$1,297 $555 $433 $176 $268 $905 
 
13.ACQUISITIONS, continued

The following represents the pro forma consolidated income statement as if the acquisitions had been included in the consolidated results of the Company for the entire period for the quarter ended June 30, 2021 and 2020.
 
Three Months EndedSix Months Ended
 June 30, 2021
(Unaudited)
June 30, 2021
(Unaudited)
Revenue$130,504 $229,599 
Net income$12,446 $19,849 


Three Months EndedSix Months Ended
 June 30, 2020
(Unaudited)
June 30, 2020
(Unaudited)
Revenue$40,501 $90,126 
Net income$1,849 $2,352 
 
Acquisitions during the six months ended June 30, 2020.
 
On February 26, 2020 we acquired certain assets of Health & Harvest LLC in a transaction valued at approximately $2.85 million. Acquired goodwill of approximately $1.1 million represented 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 we acquired certain assets of H2O Hydroponics, LLC in a transaction valued at approximately $2.0 million. Acquired goodwill of approximately $1.0 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.
 
The table below represents the allocation of the purchase price to the acquired net assets during the six months ended June 30, 2020.
 
 H2O Hydroponics LLCHealth & Harvest LLCTotal
Inventory$498 $1,054 $1,552 
Prepaids and other current assets— 
Furniture and equipment50 51 101 
Right to use asset902 192 1,094 
Lease liability(902)(192)(1,094)
Customer relationships150 255 405 
Trade name234 357 591 
Non-compete43 49 
Goodwill1,008 1,130 2,138 
Total$1,987 $2,853 $4,840 
 
The table below represents the consideration paid for the net assets acquired in business combinations.
 
 H2O Hydroponics LLCHealth & Harvest LLCTotal
Cash$1,282 $1,750 $3,032 
Common stock705 1,103 1,808 
Total$1,987 $2,853 $4,840 
 
The following table discloses the date of the acquisitions noted above and the revenue and earnings included in the consolidated income statement from the date of acquisition to the period ended June 30, 2020.
 
 H2O Hydroponics LLCHealth & Harvest LLCTotal
Acquisition date6/26/202/26/2020
Revenue$227 $2,300 $2,527 
Earnings$28 $462 $490 


The following represents the pro forma consolidated income statement as if the acquisitions had been included in the consolidated results of the Company for the entire period for the six months ended June 30, 2020 and 2019.
 
Pro forma consolidated income statement:
 
Three Months EndedSix Months Ended
 June 30, 2019June 30, 2019
Revenue$21,759 $37,122 
Earnings$1,149 $1,465 
XML 37 R19.htm IDEA: XBRL DOCUMENT v3.21.2
RELATED PARTIES
6 Months Ended
Jun. 30, 2021
Related Party Transactions [Abstract]  
RELATED PARTIES RELATED PARTIESThe Company has engaged with a firm that employs an immediate family member of an officer of the Company as partner. The firm provides certain legal services. Amounts paid for to that firm in total was approximately $0.2 million and $0.4 million for the three and six months ended June 30, 2021, respectively. As of June 30, 2021, there was no outstanding balance due.
XML 38 R20.htm IDEA: XBRL DOCUMENT v3.21.2
SUBSEQUENT EVENTS
6 Months Ended
Jun. 30, 2021
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS SUBSEQUENT EVENTS
 
The Company has evaluated events and transaction occurring subsequent to June 30, 2021 up to the date of this filing of these consolidated financial statements. These statements contain all necessary adjustments and disclosures resulting from that evaluation. 
 
For all acquisitions subsequent to the end of the quarter, the Company’s initial accounting for the business combination has not been completed because the valuations have not yet been received from the Company’s independent valuation firm.
 
On July 1, 2021, the Company purchased the assets of Aqua Serene, an indoor/outdoor garden center with stores in Eugene and Ashland, Oregon. The total consideration for the purchase was $10.0 million, including approximately $7.7 million in cash and 46,554 shares of common stock valued at approximately $2.3 million.

On July 3, 2021, the Company purchased the assets of Mendocino Greenhouse & Garden Supply, Inc, a Northern California-based hydroponic garden center located in Mendocino, California. The total consideration for the purchase was approximately $4.0 million.
On July 27, 2021, the Company entered into a series of asset purchase agreements (the “Purchase Agreements”) through its wholly-owned subsidiary, GrowGeneration Michigan Corp., to purchase the assets from subsidiaries of HGS Hydro (“HGS Hydro”) with six stores across the State of Michigan and a seventh store to open in the fall of 2021. This acquisition is expected to close before the end of 2021 fiscal year-end. As consideration for the assets, the Company agreed to pay HGS Hydro an aggregate purchase price of approximately $72.2 million which includes $55.2 million in cash and approximately $17.0 million in shares of the Company's restricted common stock.
XML 39 R21.htm IDEA: XBRL DOCUMENT v3.21.2
GENERAL (Policies)
6 Months Ended
Jun. 30, 2021
Accounting Policies [Abstract]  
Basis of Presentation
Basis of Presentation
 
The accompanying interim unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements.  In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. These statements should be read in conjunction with our Annual Report on Form 10-K for the fiscal year ended December 31, 2020.  The results of operations for our interim periods are not necessarily indicative of results for the full fiscal year.
 
All amounts included in the accompanying footnotes to the consolidated financial statements, except per share data, is in thousands (000).
Risk and Uncertainties
Risk and Uncertainties
 
The COVID-19 pandemic has created significant public health concerns as well as economic disruption, uncertainty, and volatility which may negatively affect our business operations. As a result, if the pandemic persists or worsens, our accounting estimates and assumptions could be impacted in subsequent interim reports and upon final determination at year-end, and it is reasonably possible such changes could be significant (although the potential effects cannot be estimated at this time). The Company has experienced minimal business interruption as a result of the COVID-19 pandemic. We have been deemed an “essential” business by state and local authorities in the areas in which we operate and as such have not been subject to business closures. The COVID-19 pandemic to date has resulted in temporary supply chain delays of our inventory. As events surrounding the COVID-19 pandemic can change rapidly we cannot predict how it may disrupt our operations or the full extent of the disruption.
Securities
Securities
 
The Company classifies its commercial paper and debt securities as marketable securities. Marketable securities with available fair market values are stated at fair market values. Unrealized gains and unrealized losses on these marketable securities are reported, net of applicable income taxes, in other comprehensive income. Realized gains or losses on sale of marketable securities are computed using primarily the moving average cost and reported in net income. For the six months ended June 30, 2021, there were no significant unrealized gains or losses recorded.
New Accounting Pronouncements and Recently Adopted Accounting Pronouncements
New Accounting Pronouncements
 
From time to time, the Financial Accounting Standards Board (“FASB”) or other standard setting bodies issue new accounting pronouncements. Updates to the FASB Accounting Standards Codification ("ASC") are communicated through issuance of an Accounting Standards Update (“ASU”). We have implemented all new accounting pronouncements that are in effect and that may impact our financial statements. We have evaluated recently issued accounting pronouncements and determined that there is no material impact on our financial position or results of operations. 
 
As an emerging growth company, the Company is permitted to delay the adoption of new or revised accounting standards until such time as those standards apply to private companies. The Company has chosen to take advantage of the extended transition period for complying with new or revised accounting standards.
 
Refer to Note 3 to the Consolidated Financial Statements reported in Form 10-K for the year ended December 31, 2020 for recently issued accounting pronouncements that are pending adoption. 
 
Recently Adopted Accounting Pronouncements
 
In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement. The new guidance modifies the disclosure requirements on fair value measurements in Topic 820. The amendments in ASU 2018-13 are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The adoption of this new guidance, effective January 1, 2020, did not have a material impact on our Financial Statements.
 
In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes, to simplify the accounting for income taxes by removing certain exceptions to the general principles and also simplification of areas such as franchise taxes, step-up in tax basis goodwill, separate entity financial statements and interim recognition of enactment of tax laws or rate changes. The standard was effective for annual reporting periods beginning after December 15, 2020, including interim reporting periods within those periods. There was no material impact on our consolidated financial statements and related disclosures as a result of adopting this standard.
XML 40 R22.htm IDEA: XBRL DOCUMENT v3.21.2
FAIR VALUE MEASUREMENTS (Tables)
6 Months Ended
Jun. 30, 2021
Fair Value Disclosures [Abstract]  
Schedule of fair value of impaired notes receivable
 LevelJune 30,
2021
December 31,
2020
Cash equivalents2$67,155 $177,912 
Marketable securities2$57,357 $— 
Notes receivable2$5,906 $2,937 
Notes receivable impaired3$— $875 
Accounts receivable2$4,377 $3,901 
XML 41 R23.htm IDEA: XBRL DOCUMENT v3.21.2
REVENUE RECOGNITION (Tables)
6 Months Ended
Jun. 30, 2021
Revenue from Contract with Customer [Abstract]  
Schedule of disaggregation of revenues
The following table disaggregates revenue by source:
 Three Months Ended
June 30, 2021
Three Months Ended
June 30, 2020
Six Months Ended June 30, 2021Six Months Ended June 30, 2020
Sales at company owned stores$108,911 $40,128 $190,138 $71,912 
Distribution4,988 — 7,823 — 
E-commerce sales11,986 3,323 17,946 4,521 
Total Revenues$125,885 $43,451 $215,907 $76,433 
Schedule of customer trade receivables and customer deposit liability
The opening and closing balances of the Company’s customer trade receivables and customer deposit liability are as follows:
 
 ReceivablesCustomer Deposit Liability
Opening balance, January 1, 2021$7,713 $5,155 
Closing balance, June 30, 2021
10,283 6,793 
Increase (decrease)$2,570 $1,638 
Opening balance, January 1, 2020$4,455 $2,504 
Closing balance, June 30, 2020
3,609 2,335 
Increase (decrease)$(846)$(169)
Schedule of long term trade receivables Long term trade receivables as of June 30, 2021 and December 31, 2020 are as follows:
 
 June 30,
2021
December 31,
2020
Note receivable$6,172 $4,104 
Allowance for losses(266)(292)
Notes receivable, net$5,906 3,812 
Schedule of notes receivable balances
The following table summarizes changes in notes receivable balances that have been deemed impaired.
 
 June 30,
2021
December 31,
2020
Note receivable$266 $1,166 
Allowance for losses(266)(292)
Notes receivable, net$— 874 
XML 42 R24.htm IDEA: XBRL DOCUMENT v3.21.2
INVESTMENTS (Tables)
6 Months Ended
Jun. 30, 2021
Investments [Abstract]  
Schedule of investments, available for sales securities
The components of investments, available for sales securities, as of June 30, 2021 were as follows:
 
 Fair Value LevelAdjusted Cost BasisUnrealized Gain (Loss)Recorded
Basis
Commercial paperLevel 2$9,994 $— $9,994 
Corporate notes and bondsLevel 247,363 — 47,363 
Marketable securities $57,357 $— $57,357 
XML 43 R25.htm IDEA: XBRL DOCUMENT v3.21.2
NOTES RECEIVABLE (Tables)
6 Months Ended
Jun. 30, 2021
Receivables [Abstract]  
Schedule of receivable include customer trade receivables under long terms financing arrangements
 June 30,
2021
December 31,
2020
Trade receivables under longer term financing arrangements$5,906 $3,812 
Note receivable, non-customer related— — 
Subtotal5,906 3,812 
Less, current portion(4,535)(2,612)
Notes receivable, noncurrent$1,371 1,200 
XML 44 R26.htm IDEA: XBRL DOCUMENT v3.21.2
PROPERTY AND EQUIPMENT (Tables)
6 Months Ended
Jun. 30, 2021
Property, Plant and Equipment [Abstract]  
Schedule of property and equipment
 June 30,
2021
December 31,
2020
Vehicles$2,256 $1,342 
Building1,107 477 
Leasehold improvements3,381 1,988 
Furniture, fixtures and equipment8,223 5,739 
Total property and equipment, gross14,967 9,546 
Accumulated depreciation and amortization(4,512)(3,071)
Property and equipment, net$10,455 $6,475 
XML 45 R27.htm IDEA: XBRL DOCUMENT v3.21.2
GOODWILL AND INTANGIBLE ASSETS (Tables)
6 Months Ended
Jun. 30, 2021
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of goodwill
The changes in goodwill are as follows:
 
 June 30, 2021December 31,
2020
Balance, beginning of period$62,951 $17,799 
Goodwill additions and measurement period adjustments45,789 45,152 
Balance, end of period$108,740 $62,951 
Schedule of intangible assets
Intangible assets consist of the following:
 
 June 30, 2021December 31, 2020
 Gross
Carrying
Amount
Accumulated
Amortization
Gross
Carrying
Amount
Accumulated
Amortization
Tradenames$24,184 $(2,298)$13,923 $(398)
Patents, trademarks100 (35)100 (9)
Customer relationships18,372 (1,260)6,297 (138)
Non-competes1,115 (118)796 (22)
Intellectual property2,065 (138)— — 
Capitalized software2,762 (470)1,163 (222)
 $48,598 $(4,319)$22,279 $(789)
Schedule of future amortization expense
Amortization expense for the six months ended June 30, 2021 and 2020 was $2,135 and $3,530, respectively.
 
Future amortization expense is as follows: 
2021, remainder$4,714 
20229,525 
20239,164 
20248,817 
20258,283 
Thereafter3,776 
Total$44,279 
XML 46 R28.htm IDEA: XBRL DOCUMENT v3.21.2
LONG-TERM DEBT (Tables)
6 Months Ended
Jun. 30, 2021
Debt Disclosure [Abstract]  
Schedule of long-term debt
June 30,
2021
December 31,
2020
Long term debt is as follows:  
Wells Fargo Equipment Finance, interest at 3.5% per annum, payable in monthly installments of $518.96 beginning April 2016 through March 2021, secured by warehouse equipment with a book value of $25
$— $
Notes payable issued in connection with seller financing of assets acquired, interest at 8.125%, payable in 60 installments of $8,440.00, Due August 2023
189 240 
 $189 $241 
Less Current Maturities(83)(83)
Total Long-Term Debt$106 $158 
XML 47 R29.htm IDEA: XBRL DOCUMENT v3.21.2
LEASES (Tables)
6 Months Ended
Jun. 30, 2021
Leases [Abstract]  
Schedule of lease balances within our condensed consolidated balance sheet
 June 30,
2021
December 31,
2020
Right to use assets, operating lease assets$31,661 $12,088 
Current lease liability$5,464 $3,001 
Non-current lease liability27,427 9,479 
 $32,891 $12,480 
Schedule of other information related to leases
 June 30,
2021
June 30,
2020
Weighted average remaining lease term7.17 years3.44 years
Weighted average discount rate6.0 %7.6 %
Schedule of operating lease assets
 Six Months Ended
June 30,
 20212020
Operating lease costs$3,548 $1,714 
Short-term lease costs1,109 31 
Total operating lease costs$4,657 $1,745 
Schedule of Operating Lease Liabilities Maturity
The following table presents the maturity of the Company’s operating lease liabilities as of June 30, 2021: 

2021 (remainder of the year)$3,769 
20226,720 
20236,021 
20244,884 
20254,246 
Thereafter15,170 
Total lease payments40,810 
Less: Imputed interest(7,919)
Lease Liability at June 30, 2021
$32,891 
XML 48 R30.htm IDEA: XBRL DOCUMENT v3.21.2
SHARE BASED PAYMENTS (Tables)
6 Months Ended
Jun. 30, 2021
Share-based Payment Arrangement [Abstract]  
Schedule of share-based payment expense
The following table presents share-based payment expense for the six months ended June 30, 2021 and 2020.
 
 Six months ended June 30,
 20212020
Restricted stock$1,935 $3,316 
Stock options559 1,986 
Warrants747 — 
Total$3,241 $5,302 
Schedule of company’s outstanding stock purchase warrants
Restricted stock activity for the six months ended June 30, 2021 is presented in the following table:
 
 SharesWeighted Average Grant Date Fair Value
Nonvested, December 31, 2020
630 $4.15 
Granted201 $45.56 
Vested(291)$4.39 
Forfeited(9)$18.54 
Nonvested, June 30, 2021
531 $20.40 
Schedule of company’s outstanding stock purchase warrants
The table below summarizes all option activity under all plans during the six months ended June 30, 2021:
 
OptionsSharesWeight -
Average
Exercise
Price
Weighted -
Average
Remaining
Contractual
Term
Weighted -
Average
Grant Date
Fair Value
Outstanding at December 31, 2020
1,803 $3.92 3.47$2.38 
Granted— — — 
Exercised(753)3.05 1.65 
Forfeited or expired(50)4.16 — 2.28 
Outstanding at June 30, 2021
1,000 $4.56 3.31$2.46 
Options vested at June 30, 2021
774 $4.29 2.80$3.31 
Schedule of company’s outstanding stock purchase warrants
A summary of the status of the Company’s outstanding stock purchase warrants for the six months ended June 30, 2021 is as follows:
 
 WarrantsWeighted Average
Exercise Price
Outstanding at December 31, 2020
1,393 $7.49 
Issued— 
Exercised(968)$2.84 
Forfeited— 
Outstanding at June 30, 2021
425 $17.25 
XML 49 R31.htm IDEA: XBRL DOCUMENT v3.21.2
EARNINGS PER SHARE (Tables)
6 Months Ended
Jun. 30, 2021
Earnings Per Share [Abstract]  
Schedule of weighted average shares (denominator) used in the basic and dilutive earnings per share
The following table sets forth the composition of the weighted average shares (denominator) used in the basic and dilutive earnings per share computation for the three and six months ended June 30, 2021 and 2020.
 
 Three Months Ended
 June 30,
2021
June 30,
2020
Net income $6,713 $2,574 
Weighted average shares outstanding, basic59,061 38,617 
Effect of dilution1,162 2,399 
Adjusted weighted average shares outstanding, dilutive60,223 41,016 
Basic earnings per shares$0.11 $0.07 
Dilutive earnings per share$0.11 $0.06 
 Six Months Ended
 June 30,
2021
June 30,
2020
Net income $12,860 $480 
Weighted average shares outstanding, basic58,588 38,224 
Effect of dilution1,206 2,017 
Adjusted weighted average shares outstanding, dilutive59,794 40,241 
Basic earnings per shares$0.22 $0.01 
Dilutive earnings per share$0.22 $0.01 
XML 50 R32.htm IDEA: XBRL DOCUMENT v3.21.2
ACQUISITIONS (Tables)
6 Months Ended
Jun. 30, 2021
Business Combination and Asset Acquisition [Abstract]  
Schedule of purchase price
The table below represents the allocation of the purchase price to the acquired net assets during the six months ended June 30, 2021.
 

 AgronAquarius55 HydroCharcoirSan Diego Hydro
Inventory$— $957 $780 $839 $1,400 
Prepaids and other current assets29 12 29 534 36 
Furniture and equipment46 63 50 — 315 
Liabilities— — — — — 
Operating lease right to use asset87 — 853 — 970 
Operating lease liability(87)— (853)— (970)
Customer relationships832 339 809 5,712 605 
Trade name1,530 485 870 1,099 1,192 
Non-compete139 — 26 — 
Intellectual property— — — 2,065 — 
Goodwill8,673 1,702 3,915 6,119 5,728 
Total$11,249 $3,558 $6,479 $16,368 $9,282 
 
 Grow WarehouseGrow Depot MaineIndoor GardenDown River HydroHarvestTotal
Inventory$2,448 $326 $372 $824 $1,204 $9,150 
Prepaids and other current assets30 — 683 
Furniture and equipment250 25 94 50100 993 
Liabilities(169)— — — — (169)
Operating lease right to use asset94 91 129 — — 2,224 
Operating lease liability(94)(91)(129)— — (2,224)
Customer relationships1,256 549 210 634 1,016 11,962 
Trade name2,748 344 353 698 1,392 10,711 
Non-compete94 36 16 — 319 
Intellectual property— — — — — 2,065 
Goodwill11,122 866 661 2,126 4,606 45,518 
Total17,779 2,149 1,692 $4,351 $8,325 $81,232 
The table below represents the consideration paid for the net assets acquired in business combinations.
 
 AgronAquarius55 HydroCharcoirSan Diego Hydro
Cash$5,973 $2,331 $5,347 $9,902 $4,751 
Common stock5,276 1,227 1,132 6,466 4,531 
Total$11,249 $3,558 $6,479 $16,368 $9,282 
  

 Grow WarehouseGrow
Depot Maine
Indoor GardenDown River HydroHarvestTotal
Cash$8,100 $1,738 $1,165 $3,177 $5,561 $48,045 
Common stock9,679 411 527 1,174 2,764 33,187 
Total$17,779 $2,149 $1,692 $4,351 $8,325 $81,232 
The table below represents the allocation of the purchase price to the acquired net assets during the six months ended June 30, 2020.
 
 H2O Hydroponics LLCHealth & Harvest LLCTotal
Inventory$498 $1,054 $1,552 
Prepaids and other current assets— 
Furniture and equipment50 51 101 
Right to use asset902 192 1,094 
Lease liability(902)(192)(1,094)
Customer relationships150 255 405 
Trade name234 357 591 
Non-compete43 49 
Goodwill1,008 1,130 2,138 
Total$1,987 $2,853 $4,840 
The table below represents the consideration paid for the net assets acquired in business combinations.
 
 H2O Hydroponics LLCHealth & Harvest LLCTotal
Cash$1,282 $1,750 $3,032 
Common stock705 1,103 1,808 
Total$1,987 $2,853 $4,840 
Schedule of revenue and earnings included in consolidated income statement
The following table discloses the date of the acquisitions noted above and the revenue and earnings included in the consolidated income statement for the period ended June 30, 2021.
 
 AgronAquarius55 HydroCharcoirSan Diego Hydro
Acquisition date
3/19/20213/15/20213/15/20213/12/20212/22/2021
Revenue$6,105 $2,684 $2,222 $1,880 $3,446 
Net Income$324 $365 $314 $518 $547 
 
 
 Grow WarehouseGrow Depot MaineIndoor GardenDown River HydroHarvestTotal
Acquisition date
2/15/20212/1/20211/25/20214/19/20215/24/21
Revenue$6,753 $2,779 $2,308 $1,200 $1,489 $5,986 
Net Income$1,297 $555 $433 $176 $268 $905 
The following table discloses the date of the acquisitions noted above and the revenue and earnings included in the consolidated income statement from the date of acquisition to the period ended June 30, 2020.
 
 H2O Hydroponics LLCHealth & Harvest LLCTotal
Acquisition date6/26/202/26/2020
Revenue$227 $2,300 $2,527 
Earnings$28 $462 $490 
Schedule of proforma consolidated income statement
The following represents the pro forma consolidated income statement as if the acquisitions had been included in the consolidated results of the Company for the entire period for the quarter ended June 30, 2021 and 2020.
 
Three Months EndedSix Months Ended
 June 30, 2021
(Unaudited)
June 30, 2021
(Unaudited)
Revenue$130,504 $229,599 
Net income$12,446 $19,849 


Three Months EndedSix Months Ended
 June 30, 2020
(Unaudited)
June 30, 2020
(Unaudited)
Revenue$40,501 $90,126 
Net income$1,849 $2,352 
The following represents the pro forma consolidated income statement as if the acquisitions had been included in the consolidated results of the Company for the entire period for the six months ended June 30, 2020 and 2019.
 
Pro forma consolidated income statement:
 
Three Months EndedSix Months Ended
 June 30, 2019June 30, 2019
Revenue$21,759 $37,122 
Earnings$1,149 $1,465 
XML 51 R33.htm IDEA: XBRL DOCUMENT v3.21.2
GENERAL - Narrative (Details)
Jun. 30, 2021
state
store
Accounting Policies [Abstract]  
Number of stores | store 58
Number of states in which entity operates | state 12
XML 52 R34.htm IDEA: XBRL DOCUMENT v3.21.2
FAIR VALUE MEASUREMENTS - Schedule of fair value of impaired notes receivable (Details) - USD ($)
$ in Thousands
Jun. 30, 2021
Dec. 31, 2020
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Marketable securities $ 57,357 $ 0
Fair Value, Inputs, Level 2    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Cash equivalents 67,155 177,912
Marketable securities 57,357 0
Notes receivable 5,906 2,937
Accounts receivable 4,377 3,901
Fair Value, Inputs, Level 3    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Notes receivable impaired $ 0 $ 875
XML 53 R35.htm IDEA: XBRL DOCUMENT v3.21.2
REVENUE RECOGNITION - Narrative (Details) - USD ($)
$ in Thousands
6 Months Ended
Jun. 30, 2021
Jun. 30, 2020
Disaggregation of Revenue [Line Items]    
Revenue recognized from contract with customer liability $ 2,873 $ 1,599
Minimum    
Disaggregation of Revenue [Line Items]    
Interest rate 9.00%  
Repayment term 12 months  
Maximum    
Disaggregation of Revenue [Line Items]    
Interest rate 12.00%  
Repayment term 18 months  
XML 54 R36.htm IDEA: XBRL DOCUMENT v3.21.2
REVENUE RECOGNITION - Schedule of disaggregation of revenues (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2021
Jun. 30, 2020
Jun. 30, 2021
Jun. 30, 2020
Disaggregation of Revenue [Line Items]        
Total Revenues $ 125,885 $ 43,451 $ 215,907 $ 76,433
Sales at company owned stores        
Disaggregation of Revenue [Line Items]        
Total Revenues 108,911 40,128 190,138 71,912
Distribution        
Disaggregation of Revenue [Line Items]        
Total Revenues 4,988 0 7,823 0
E-commerce sales        
Disaggregation of Revenue [Line Items]        
Total Revenues $ 11,986 $ 3,323 $ 17,946 $ 4,521
XML 55 R37.htm IDEA: XBRL DOCUMENT v3.21.2
REVENUE RECOGNITION - Schedule of customer trade receivables and customer deposit liability (Details) - USD ($)
$ in Thousands
6 Months Ended
Jun. 30, 2021
Jun. 30, 2020
Receivables    
Revenue Recognition, Customer Deposits [Roll Forward]    
Opening balance $ 7,713 $ 4,455
Closing balance 10,283 3,609
Increase (decrease) 2,570 (846)
Customer Deposit Liability    
Revenue Recognition, Customer Deposits [Roll Forward]    
Opening balance 5,155 2,504
Closing balance 6,793 2,335
Increase (decrease) $ 1,638 $ (169)
XML 56 R38.htm IDEA: XBRL DOCUMENT v3.21.2
REVENUE RECOGNITION - Schedule of long term trade receivables (Details) - Trade Accounts Receivable - USD ($)
$ in Thousands
Jun. 30, 2021
Dec. 31, 2020
Revenue Recognition (Details) - Schedule of long term trade receivables [Line Items]    
Note receivable $ 6,172 $ 4,104
Allowance for losses (266) (292)
Notes receivable, net $ 5,906 $ 3,812
XML 57 R39.htm IDEA: XBRL DOCUMENT v3.21.2
REVENUE RECOGNITION - Schedule of notes receivable balances (Details) - Notes Receivable - USD ($)
$ in Thousands
Jun. 30, 2021
Dec. 31, 2020
Revenue Recognition (Details) - Schedule of notes receivable balances [Line Items]    
Note receivable $ 266 $ 1,166
Allowance for losses (266) (292)
Notes receivable, net $ 0 $ 874
XML 58 R40.htm IDEA: XBRL DOCUMENT v3.21.2
INVESTMENTS - Schedule of investments, available for sales securities (Details) - USD ($)
$ in Thousands
Jun. 30, 2021
Dec. 31, 2020
Marketable Securities [Line Items]    
Marketable securities $ 57,357 $ 0
Adjusted Cost Basis    
Marketable Securities [Line Items]    
Marketable securities 57,357  
Unrealized Gain (Loss)    
Marketable Securities [Line Items]    
Marketable securities 0  
Recorded Basis    
Marketable Securities [Line Items]    
Marketable securities 57,357  
Fair Value, Inputs, Level 2    
Marketable Securities [Line Items]    
Marketable securities 57,357 $ 0
Fair Value, Inputs, Level 2 | Adjusted Cost Basis    
Marketable Securities [Line Items]    
Commercial paper 9,994  
Corporate notes and bonds 47,363  
Fair Value, Inputs, Level 2 | Unrealized Gain (Loss)    
Marketable Securities [Line Items]    
Commercial paper 0  
Corporate notes and bonds 0  
Fair Value, Inputs, Level 2 | Recorded Basis    
Marketable Securities [Line Items]    
Commercial paper 9,994  
Corporate notes and bonds $ 47,363  
XML 59 R41.htm IDEA: XBRL DOCUMENT v3.21.2
NOTES RECEIVABLE - Schedule of receivable include customer trade receivables under long terms financing arrangements (Details) - USD ($)
$ in Thousands
Jun. 30, 2021
Dec. 31, 2020
Receivables [Abstract]    
Trade receivables under longer term financing arrangements $ 5,906 $ 3,812
Note receivable, non-customer related 0 0
Subtotal 5,906 3,812
Less, current portion (4,535) (2,612)
Notes receivable, noncurrent $ 1,371 $ 1,200
XML 60 R42.htm IDEA: XBRL DOCUMENT v3.21.2
PROPERTY AND EQUIPMENT - Schedule of property and equipment (Details) - USD ($)
$ in Thousands
Jun. 30, 2021
Dec. 31, 2020
Property, Plant and Equipment [Line Items]    
Total property and equipment, gross $ 14,967 $ 9,546
Accumulated depreciation and amortization (4,512) (3,071)
Property and equipment, net 10,455 6,475
Vehicles    
Property, Plant and Equipment [Line Items]    
Total property and equipment, gross 2,256 1,342
Building    
Property, Plant and Equipment [Line Items]    
Total property and equipment, gross 1,107 477
Leasehold improvements    
Property, Plant and Equipment [Line Items]    
Total property and equipment, gross 3,381 1,988
Furniture, fixtures and equipment    
Property, Plant and Equipment [Line Items]    
Total property and equipment, gross $ 8,223 $ 5,739
XML 61 R43.htm IDEA: XBRL DOCUMENT v3.21.2
PROPERTY AND EQUIPMENT - Narrative (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2021
Jun. 30, 2020
Jun. 30, 2021
Jun. 30, 2020
Property, Plant and Equipment [Abstract]        
Depreciation expense $ 782 $ 374 $ 1,400 $ 705
XML 62 R44.htm IDEA: XBRL DOCUMENT v3.21.2
GOODWILL AND INTANGIBLE ASSETS - Schedule of goodwill (Details) - USD ($)
$ in Thousands
6 Months Ended 12 Months Ended
Jun. 30, 2021
Dec. 31, 2020
Goodwill [Roll Forward]    
Balance, beginning of period $ 62,951 $ 17,799
Goodwill additions and measurement period adjustments 45,789 45,152
Balance, end of period $ 108,740 $ 62,951
XML 63 R45.htm IDEA: XBRL DOCUMENT v3.21.2
GOODWILL AND INTANGIBLE ASSETS (Details) - USD ($)
$ in Thousands
6 Months Ended
Jun. 30, 2021
Jun. 30, 2020
Goodwill and Intangible Assets Disclosure [Abstract]    
Amortization expense $ 2,135 $ 3,530
XML 64 R46.htm IDEA: XBRL DOCUMENT v3.21.2
GOODWILL AND INTANGIBLE ASSETS - Schedule of intangible assets (Details) - USD ($)
$ in Thousands
Jun. 30, 2021
Dec. 31, 2020
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount $ 48,598 $ 22,279
Accumulated Amortization (4,319) (789)
Tradenames    
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount 24,184 13,923
Accumulated Amortization (2,298) (398)
Patents, trademarks    
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount 100 100
Accumulated Amortization (35) (9)
Customer relationships    
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount 18,372 6,297
Accumulated Amortization (1,260) (138)
Non-competes    
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount 1,115 796
Accumulated Amortization (118) (22)
Capitalized software    
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount 2,762 1,163
Accumulated Amortization (470) (222)
Intellectual property    
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount 2,065 0
Accumulated Amortization $ (138) $ 0
XML 65 R47.htm IDEA: XBRL DOCUMENT v3.21.2
GOODWILL AND INTANGIBLE ASSETS - Schedule of future amortization expense (Details)
$ in Thousands
Jun. 30, 2021
USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]  
2021, remainder $ 4,714
2022 9,525
2023 9,164
2024 8,817
2025 8,283
Thereafter 3,776
Total $ 44,279
XML 66 R48.htm IDEA: XBRL DOCUMENT v3.21.2
LONG-TERM DEBT - Schedule of long-term debt (Details) - USD ($)
$ in Thousands
Jun. 30, 2021
Dec. 31, 2020
Long-Term Debt (Details) - Schedule of long-term debt [Line Items]    
Long-term debt $ 189 $ 241
Less Current Maturities (83) (83)
Total Long-Term Debt 106 158
Wells Fargo Equipment Finance    
Long-Term Debt (Details) - Schedule of long-term debt [Line Items]    
Long-term debt 0 1
Notes payable issued in connection with seller financing    
Long-Term Debt (Details) - Schedule of long-term debt [Line Items]    
Long-term debt $ 189 $ 240
XML 67 R49.htm IDEA: XBRL DOCUMENT v3.21.2
LONG-TERM DEBT - Schedule of long-term debt additional details (Details)
6 Months Ended
Jun. 30, 2021
USD ($)
installment
Long-Term Debt (Details) - Schedule of long-term debt (Parentheticals) [Line Items]  
Book value $ 25,000
Wells Fargo Equipment Finance  
Long-Term Debt (Details) - Schedule of long-term debt (Parentheticals) [Line Items]  
Interest rate per annum 3.50%
Long term debt, monthly payment $ 518.96
Notes payable issued in connection with seller financing  
Long-Term Debt (Details) - Schedule of long-term debt (Parentheticals) [Line Items]  
Interest rate per annum 8.125%
Long term debt, monthly payment $ 8,440.00
Number of installments | installment 60
XML 68 R50.htm IDEA: XBRL DOCUMENT v3.21.2
LONG-TERM DEBT - Narrative (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2021
Jun. 30, 2020
Jun. 30, 2021
Jun. 30, 2020
Debt Disclosure [Abstract]        
Interest expense $ 4 $ 13 $ 6 $ 20
XML 69 R51.htm IDEA: XBRL DOCUMENT v3.21.2
LEASES - Narrative (Details)
Jun. 30, 2021
Minimum  
Leases (Details) [Line Items]  
Operating lease remaining lease term 1 year
Operating lease extension term 3 years
Maximum  
Leases (Details) [Line Items]  
Operating lease remaining lease term 5 years
Operating lease extension term 5 years
XML 70 R52.htm IDEA: XBRL DOCUMENT v3.21.2
LEASES - Schedule of lease balances within our condensed consolidated balance sheet (Details) - USD ($)
$ in Thousands
Jun. 30, 2021
Dec. 31, 2020
Leases [Abstract]    
Right to use assets, operating lease assets $ 31,661 $ 12,088
Current lease liability 5,464 3,001
Non-current lease liability 27,427 9,479
Total $ 32,891 $ 12,480
XML 71 R53.htm IDEA: XBRL DOCUMENT v3.21.2
LEASES - Schedule of other information related to leases (Details)
Jun. 30, 2021
Jun. 30, 2020
Leases [Abstract]    
Weighted average remaining lease term 7 years 2 months 1 day 3 years 5 months 8 days
Weighted average discount rate 6.00% 7.60%
XML 72 R54.htm IDEA: XBRL DOCUMENT v3.21.2
LEASES - Schedule of operating lease assets (Details) - USD ($)
$ in Thousands
6 Months Ended
Jun. 30, 2021
Jun. 30, 2020
Leases [Abstract]    
Operating lease costs $ 3,548 $ 1,714
Short-term lease costs 1,109 31
Total operating lease costs $ 4,657 $ 1,745
XML 73 R55.htm IDEA: XBRL DOCUMENT v3.21.2
LEASES - Schedule of future minimum rental payments (Details) - USD ($)
$ in Thousands
Jun. 30, 2021
Dec. 31, 2020
Leases [Abstract]    
2021 (remainder of the year) $ 3,769  
2022 6,720  
2023 6,021  
2024 4,884  
2025 4,246  
Thereafter 15,170  
Total lease payments 40,810  
Less: Imputed interest (7,919)  
Lease Liability at June 30, 2021 $ 32,891 $ 12,480
XML 74 R56.htm IDEA: XBRL DOCUMENT v3.21.2
SHARE BASED PAYMENTS (Details)
$ in Millions
6 Months Ended
Jun. 30, 2021
USD ($)
Option  
Share Based Payments and Stock Options (Details) [Line Items]  
Unamortized share-based compensation $ 10.4
Weighted average period 3 years 3 months 18 days
Common Stock Warrants  
Share Based Payments and Stock Options (Details) [Line Items]  
Unamortized share-based compensation $ 3.3
Weighted average period 2 years 6 months
XML 75 R57.htm IDEA: XBRL DOCUMENT v3.21.2
SHARE BASED PAYMENTS - Schedule of share-based payment expense (Details) - USD ($)
$ in Thousands
6 Months Ended
Jun. 30, 2021
Jun. 30, 2020
Share Based Payments and Stock Options (Details) - Schedule of share-based payment expense [Line Items]    
Total $ 3,241 $ 5,302
Warrants    
Share Based Payments and Stock Options (Details) - Schedule of share-based payment expense [Line Items]    
Total 747 0
Restricted stock    
Share Based Payments and Stock Options (Details) - Schedule of share-based payment expense [Line Items]    
Total 1,935 3,316
Stock options    
Share Based Payments and Stock Options (Details) - Schedule of share-based payment expense [Line Items]    
Total $ 559 $ 1,986
XML 76 R58.htm IDEA: XBRL DOCUMENT v3.21.2
SHARE BASED PAYMENTS - Schedule of restricted stock activity (Details)
shares in Thousands
6 Months Ended
Jun. 30, 2021
$ / shares
shares
Shares  
Nonvested Shares, Granted (in shares) | shares
Weighted Average Grant Date Fair Value  
Weighted Average Grant Date Fair Value, Granted (in dollars per share) $ 0
Weighted Average Grant Date Fair Value, Vested (in dollars per share) $ 3.31
Restricted stock  
Shares  
Nonvested Shares, beginning balance (in shares) | shares 630
Nonvested Shares, Granted (in shares) | shares 201
Nonvested Shares, Vested (in shares) | shares (291)
Nonvested Shares, Forfeited (in shares) | shares (9)
Nonvested Shares, ending balance (in shares) | shares 531
Weighted Average Grant Date Fair Value  
Weighted Average Grant Date Fair Value, beginning balance (in dollars per share) $ 4.15
Weighted Average Grant Date Fair Value, Granted (in dollars per share) 45.56
Weighted Average Grant Date Fair Value, Vested (in dollars per share) 4.39
Weighted Average Grant Date Fair Value, Forfeited (in dollars per share) 18.54
Weighted Average Grant Date Fair Value, ending balance (in dollars per share) $ 20.40
XML 77 R59.htm IDEA: XBRL DOCUMENT v3.21.2
SHARE BASED PAYMENTS - Schedule of stock options (Details) - $ / shares
6 Months Ended
Jun. 30, 2021
Shares  
Beginning balance, Outstanding, Shares (in shares) 1,803,000
Granted, Shares (in shares)
Exercised, Shares (in shares) (753,000)
Forfeited or expired, Shares (in shares) (50,000)
Ending balance, Outstanding, Shares (in shares) 1,000,000
Weight - Average Exercise Price  
Weighted - Average Exercise Price, Outstanding beginning balance (in dollars per share) $ 3.92
Weighted - Average Exercise Price, Granted (in dollars per share) 0
Weighted - Average Exercise Price, Exercised (in dollars per share) 3.05
Weighted - Average Exercise Price, Forfeited or expired (in dollars per share) 4,160
Weighted - Average Exercise Price, Outstanding ending balance (in dollars per share) $ 4.56
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract]  
Weighted - Average Remaining Contractual Term, Outstanding beginning 3 years 5 months 19 days
Weighted - Average Remaining Contractual Term, Outstanding ending 3 years 3 months 21 days
Weighted - Average Grant Date Fair Value, Outstanding beginning balance (in dollars per share) $ 2.38
Weighted - Average Grant Date Fair Value, Granted (in dollars per share) 0
Weighted - Average Grant Date Fair Value, Exercised (in dollars per share) 1.65
Weighted - Average Grant Date Fair Value, Forfeited or expired (in dollars per share) 2,280
Weighted - Average Grant Date Fair Value Outstanding ending balance (in dollars per share) $ 2.46
Options Vested and exercisable , Shares (in shares) 774,000
Weighted - Average Exercise Price, Vested and exercisable (in dollars per share) $ 4.29
Weighted - Average Remaining Contractual Term, Vested and exercisable 2 years 9 months 18 days
Weighted - Average Grant Date Fair Value, Options Vested (in dollars per share) $ 3.31
XML 78 R60.htm IDEA: XBRL DOCUMENT v3.21.2
SHARE BASED PAYMENTS - Schedule of company’s outstanding stock purchase warrants (Details)
shares in Thousands
6 Months Ended
Jun. 30, 2021
$ / shares
shares
Warrants  
Warrants Outstanding, beginning balance (in shares) 1,393
Warrants, Issued (in shares) 0
Warrants, Exercised (in shares) (968)
Warrants, Forfeited (in shares) 0
Warrants Outstanding, ending balance (in shares) 425
Weighted Average Exercise Price  
Weighted Average Exercise Price Outstanding, beginning (in dollars per share) | $ / shares $ 7.49
Weighted Average Exercise Price, Exercised (in dollars per share) | $ / shares 2.84
Weighted Average Exercise Price Outstanding, ending (in dollars per share) | $ / shares $ 17.25
XML 79 R61.htm IDEA: XBRL DOCUMENT v3.21.2
EARNINGS PER SHARE - Schedule of weighted average shares (denominator) used in the basic and dilutive earnings per share (Details) - USD ($)
$ / shares in Units, $ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2021
Jun. 30, 2020
Jun. 30, 2021
Jun. 30, 2020
Schedule of weighted average shares (denominator) used in the basic and dilutive earnings per share [Abstract]        
Net income $ 6,713 $ 2,574 $ 12,860 $ 480
Weighted average shares outstanding, basic (in shares) 59,061,000 38,617,000 58,588,000 38,224,000
Effect of dilution (in shares) 1,162,000 2,399,000 1,206,000 2,017,000
Adjusted weighted average shares outstanding, dilutive (in shares) 60,223,000 41,016,000 59,794,000 40,241,000
Basic earnings per shares (in dollars per share) $ 0.11 $ 0.07 $ 0.22 $ 0.01
Dilutive earnings per share (in dollars per share) $ 0.11 $ 0.06 $ 0.22 $ 0.01
XML 80 R62.htm IDEA: XBRL DOCUMENT v3.21.2
ACQUISITIONS - Narrative (Details) - USD ($)
$ in Thousands
6 Months Ended
May 24, 2021
Apr. 19, 2021
Mar. 19, 2021
Mar. 15, 2021
Mar. 12, 2021
Feb. 22, 2021
Feb. 15, 2021
Feb. 01, 2021
Jan. 25, 2021
Jun. 30, 2021
Jun. 30, 2020
Jun. 16, 2020
Feb. 26, 2020
Acquisitions (Details) [Line Items]                          
Amortization expense                   $ 2,135 $ 3,530    
Indoor Garden & Lighting, Inc                          
Acquisitions (Details) [Line Items]                          
Consideration for purchase                 $ 1,700        
Cash consideration for purchase                 1,200        
Equity consideration for purchase                 500        
Acquired goodwill                 $ 800        
Grow Depot Maine                          
Acquisitions (Details) [Line Items]                          
Consideration for purchase               $ 2,100          
Cash consideration for purchase               1,700          
Equity consideration for purchase               400          
Acquired goodwill               $ 1,300          
Grow Warehouse LLC                          
Acquisitions (Details) [Line Items]                          
Consideration for purchase             $ 17,800            
Cash consideration for purchase             8,100            
Equity consideration for purchase             9,700            
Acquired goodwill             $ 11,100            
San Diego Hydroponics & Organics                          
Acquisitions (Details) [Line Items]                          
Consideration for purchase           $ 9,300              
Cash consideration for purchase           4,800              
Equity consideration for purchase           4,500              
Acquired goodwill           $ 5,700              
Charcoir Corporation                          
Acquisitions (Details) [Line Items]                          
Consideration for purchase         $ 16,400                
Cash consideration for purchase         9,900                
Equity consideration for purchase         6,500                
Acquired goodwill         $ 6,100                
55 Hydroponics                          
Acquisitions (Details) [Line Items]                          
Consideration for purchase       $ 6,500                  
Cash consideration for purchase       5,400                  
Equity consideration for purchase       1,100                  
Acquired goodwill       3,900                  
Aquarius                          
Acquisitions (Details) [Line Items]                          
Consideration for purchase       3,600                  
Cash consideration for purchase       2,400                  
Equity consideration for purchase       1,200                  
Acquired goodwill       $ 1,700                  
Agron, LLC                          
Acquisitions (Details) [Line Items]                          
Consideration for purchase     $ 11,300                    
Cash consideration for purchase     6,000                    
Equity consideration for purchase     5,300                    
Acquired goodwill     $ 8,700                    
Health & Harvest LLC                          
Acquisitions (Details) [Line Items]                          
Acquired goodwill                         $ 1,100
Transaction cost                         $ 2,850
Down River Hydro                          
Acquisitions (Details) [Line Items]                          
Consideration for purchase   $ 4,400                      
Cash consideration for purchase   3,200                      
Equity consideration for purchase   1,200                      
Acquired goodwill   $ 2,100                      
Harvest                          
Acquisitions (Details) [Line Items]                          
Consideration for purchase $ 8,300                        
Cash consideration for purchase 5,600                        
Equity consideration for purchase 2,800                        
Acquired goodwill $ 4,600                        
H2O Hydroponics LLC                          
Acquisitions (Details) [Line Items]                          
Acquired goodwill                       $ 1,000  
Transaction cost                       $ 2,000  
XML 81 R63.htm IDEA: XBRL DOCUMENT v3.21.2
ACQUISITIONS - Schedule of purchase price (Details) - USD ($)
$ in Thousands
Jun. 30, 2021
Jun. 30, 2020
Business Acquisition, Contingent Consideration [Line Items]    
Inventory $ 9,150 $ 1,552
Prepaids and other current assets 683 4
Furniture and equipment 993 101
Liabilities (169)  
Operating lease right to use asset 2,224  
Operating lease liability (2,224)  
Customer relationships 11,962 405
Trade name 10,711 591
Non-compete 319 49
Intellectual property 2,065  
Goodwill 45,518 2,138
Total 81,232 $ 4,840
Agron    
Business Acquisition, Contingent Consideration [Line Items]    
Inventory 0  
Prepaids and other current assets 29  
Furniture and equipment 46  
Liabilities 0  
Operating lease right to use asset 87  
Operating lease liability (87)  
Customer relationships 832  
Trade name 1,530  
Non-compete 139  
Intellectual property 0  
Goodwill 8,673  
Total 11,249  
Aquarius    
Business Acquisition, Contingent Consideration [Line Items]    
Inventory 957  
Prepaids and other current assets 12  
Furniture and equipment 63  
Liabilities 0  
Operating lease right to use asset 0  
Operating lease liability 0  
Customer relationships 339  
Trade name 485  
Non-compete 0  
Intellectual property 0  
Goodwill 1,702  
Total 3,558  
55 Hydro    
Business Acquisition, Contingent Consideration [Line Items]    
Inventory 780  
Prepaids and other current assets 29  
Furniture and equipment 50  
Liabilities 0  
Operating lease right to use asset 853  
Operating lease liability (853)  
Customer relationships 809  
Trade name 870  
Non-compete 26  
Intellectual property 0  
Goodwill 3,915  
Total 6,479  
Charcoir    
Business Acquisition, Contingent Consideration [Line Items]    
Inventory 839  
Prepaids and other current assets 534  
Furniture and equipment 0  
Liabilities 0  
Operating lease right to use asset 0  
Operating lease liability 0  
Customer relationships 5,712  
Trade name 1,099  
Non-compete 0  
Intellectual property 2,065  
Goodwill 6,119  
Total 16,368  
San Diego Hydro    
Business Acquisition, Contingent Consideration [Line Items]    
Inventory 1,400  
Prepaids and other current assets 36  
Furniture and equipment 315  
Liabilities 0  
Operating lease right to use asset 970  
Operating lease liability (970)  
Customer relationships 605  
Trade name 1,192  
Non-compete 6  
Intellectual property 0  
Goodwill 5,728  
Total 9,282  
Grow Warehouse    
Business Acquisition, Contingent Consideration [Line Items]    
Inventory 2,448  
Prepaids and other current assets 30  
Furniture and equipment 250  
Liabilities (169)  
Operating lease right to use asset 94  
Operating lease liability (94)  
Customer relationships 1,256  
Trade name 2,748  
Non-compete 94  
Intellectual property 0  
Goodwill 11,122  
Total 17,779  
Grow Depot Maine    
Business Acquisition, Contingent Consideration [Line Items]    
Inventory 326  
Prepaids and other current assets 3  
Furniture and equipment 25  
Liabilities 0  
Operating lease right to use asset 91  
Operating lease liability (91)  
Customer relationships 549  
Trade name 344  
Non-compete 36  
Intellectual property 0  
Goodwill 866  
Total 2,149  
Indoor Garden    
Business Acquisition, Contingent Consideration [Line Items]    
Inventory 372  
Prepaids and other current assets 0  
Furniture and equipment 94  
Liabilities 0  
Operating lease right to use asset 129  
Operating lease liability (129)  
Customer relationships 210  
Trade name 353  
Non-compete 2  
Intellectual property 0  
Goodwill 661  
Total 1,692  
Down River Hydro    
Business Acquisition, Contingent Consideration [Line Items]    
Inventory 824  
Prepaids and other current assets 3  
Furniture and equipment 50  
Liabilities 0  
Operating lease right to use asset 0  
Operating lease liability 0  
Customer relationships 634  
Trade name 698  
Non-compete 16  
Intellectual property 0  
Goodwill 2,126  
Total 4,351  
Harvest    
Business Acquisition, Contingent Consideration [Line Items]    
Inventory 1,204  
Prepaids and other current assets 7  
Furniture and equipment 100  
Liabilities 0  
Operating lease right to use asset 0  
Operating lease liability 0  
Customer relationships 1,016  
Trade name 1,392  
Non-compete 0  
Intellectual property 0  
Goodwill 4,606  
Total $ 8,325  
XML 82 R64.htm IDEA: XBRL DOCUMENT v3.21.2
ACQUISITIONS - Schedule of consideration paid (Details) - USD ($)
$ in Thousands
Jun. 30, 2021
Jun. 30, 2020
Business Acquisition, Contingent Consideration [Line Items]    
Cash $ 48,045 $ 3,032
Common stock 33,187 1,808
Total 81,232 $ 4,840
Agron    
Business Acquisition, Contingent Consideration [Line Items]    
Cash 5,973  
Common stock 5,276  
Total 11,249  
Aquarius    
Business Acquisition, Contingent Consideration [Line Items]    
Cash 2,331  
Common stock 1,227  
Total 3,558  
55 Hydro    
Business Acquisition, Contingent Consideration [Line Items]    
Cash 5,347  
Common stock 1,132  
Total 6,479  
Charcoir    
Business Acquisition, Contingent Consideration [Line Items]    
Cash 9,902  
Common stock 6,466  
Total 16,368  
San Diego Hydro    
Business Acquisition, Contingent Consideration [Line Items]    
Cash 4,751  
Common stock 4,531  
Total 9,282  
Grow Warehouse    
Business Acquisition, Contingent Consideration [Line Items]    
Cash 8,100  
Common stock 9,679  
Total 17,779  
Grow Depot Maine    
Business Acquisition, Contingent Consideration [Line Items]    
Cash 1,738  
Common stock 411  
Total 2,149  
Indoor Garden    
Business Acquisition, Contingent Consideration [Line Items]    
Cash 1,165  
Common stock 527  
Total 1,692  
Down River Hydro    
Business Acquisition, Contingent Consideration [Line Items]    
Cash 3,177  
Common stock 1,174  
Total 4,351  
Harvest    
Business Acquisition, Contingent Consideration [Line Items]    
Cash 5,561  
Common stock 2,764  
Total $ 8,325  
XML 83 R65.htm IDEA: XBRL DOCUMENT v3.21.2
ACQUISITIONS - Schedule of revenue and earnings included in consolidated income statement (Details) - USD ($)
$ in Thousands
4 Months Ended 6 Months Ended
Jun. 30, 2020
Jun. 30, 2021
Acquisitions (Details) - Schedule of revenue and earnings included in consolidated income statement [Line Items]    
Revenue $ 2,527 $ 5,986
Net Income   $ 905
Agron    
Acquisitions (Details) - Schedule of revenue and earnings included in consolidated income statement [Line Items]    
Acquisition date   Mar. 19, 2021
Revenue   $ 6,105
Net Income   $ 324
Aquarius    
Acquisitions (Details) - Schedule of revenue and earnings included in consolidated income statement [Line Items]    
Acquisition date   Mar. 15, 2021
Revenue   $ 2,684
Net Income   $ 365
55 Hydro    
Acquisitions (Details) - Schedule of revenue and earnings included in consolidated income statement [Line Items]    
Acquisition date   Mar. 15, 2021
Revenue   $ 2,222
Net Income   $ 314
Charcoir    
Acquisitions (Details) - Schedule of revenue and earnings included in consolidated income statement [Line Items]    
Acquisition date   Mar. 12, 2021
Revenue   $ 1,880
Net Income   $ 518
San Diego Hydro    
Acquisitions (Details) - Schedule of revenue and earnings included in consolidated income statement [Line Items]    
Acquisition date   Feb. 22, 2021
Revenue   $ 3,446
Net Income   $ 547
Grow Warehouse    
Acquisitions (Details) - Schedule of revenue and earnings included in consolidated income statement [Line Items]    
Acquisition date   Feb. 15, 2021
Revenue   $ 6,753
Net Income   $ 1,297
Grow Depot Maine    
Acquisitions (Details) - Schedule of revenue and earnings included in consolidated income statement [Line Items]    
Acquisition date   Feb. 01, 2021
Revenue   $ 2,779
Net Income   $ 555
Indoor Garden    
Acquisitions (Details) - Schedule of revenue and earnings included in consolidated income statement [Line Items]    
Acquisition date   Jan. 25, 2021
Revenue   $ 2,308
Net Income   $ 433
Down River Hydro    
Acquisitions (Details) - Schedule of revenue and earnings included in consolidated income statement [Line Items]    
Acquisition date   Apr. 19, 2021
Revenue   $ 1,200
Net Income   $ 176
Harvest    
Acquisitions (Details) - Schedule of revenue and earnings included in consolidated income statement [Line Items]    
Acquisition date   May 24, 2021
Revenue   $ 1,489
Net Income   $ 268
XML 84 R66.htm IDEA: XBRL DOCUMENT v3.21.2
ACQUISITIONS - Schedule of pro forma consolidated income statement (Details) - USD ($)
$ / shares in Thousands, $ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2021
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2021
Jun. 30, 2020
Jun. 30, 2019
Business Acquisition, Contingent Consideration [Line Items]            
Revenue $ 130,504 $ 40,501   $ 229,599 $ 90,126 $ 37,122
Net income $ 12,446 $ 1,849   $ 19,849 $ 2,352  
Earnings (in dollars per share)           $ 1,465
Consolidated            
Business Acquisition, Contingent Consideration [Line Items]            
Revenue     $ 21,759      
Earnings (in dollars per share)     $ 1,149      
XML 85 R67.htm IDEA: XBRL DOCUMENT v3.21.2
ACQUISITIONS - H20 Hydroponics LLC and Health & Harvest LLC Acquisitions (Details) - USD ($)
$ in Thousands
4 Months Ended 6 Months Ended
Jun. 30, 2020
Jun. 30, 2020
Jun. 30, 2021
Business Acquisition, Contingent Consideration [Line Items]      
Inventory $ 1,552 $ 1,552 $ 9,150
Prepaids and other current assets 4 4 683
Furniture and equipment 101 101 993
Right to use asset 1,094 1,094  
Lease liability (1,094) (1,094)  
Customer relationships 405 405 11,962
Trade name 591 591 10,711
Non-compete 49 49 319
Goodwill 2,138 2,138 45,518
Total 4,840 4,840  
Cash 3,032 3,032 48,045
Common stock 1,808 1,808 33,187
Total 4,840 4,840 81,232
Revenue   2,527 $ 5,986
Earnings   490  
H2O Hydroponics LLC      
Business Acquisition, Contingent Consideration [Line Items]      
Inventory 498 498  
Prepaids and other current assets 4 4  
Furniture and equipment 50 50  
Right to use asset 902 902  
Lease liability (902) (902)  
Customer relationships 150 150  
Trade name 234 234  
Non-compete 43 43  
Goodwill 1,008 1,008  
Total 1,987 1,987  
Cash 1,282 1,282  
Common stock 705 705  
Total $ 1,987 1,987  
Acquisition date Jun. 26, 2020    
Revenue $ 227    
Earnings 28    
Health & Harvest LLC      
Business Acquisition, Contingent Consideration [Line Items]      
Inventory 1,054 1,054  
Prepaids and other current assets 0 0  
Furniture and equipment 51 51  
Right to use asset 192 192  
Lease liability (192) (192)  
Customer relationships 255 255  
Trade name 357 357  
Non-compete 6 6  
Goodwill 1,130 1,130  
Total 2,853 2,853  
Cash 1,750 1,750  
Common stock 1,103 1,103  
Total $ 2,853 $ 2,853  
Acquisition date   Feb. 26, 2020  
Revenue   $ 2,300  
Earnings   $ 462  
XML 86 R68.htm IDEA: XBRL DOCUMENT v3.21.2
RELATED PARTIES - Narrative (Details) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2021
Jun. 30, 2021
Immediate Family Member of Management or Principal Owner    
Related Party Transaction [Line Items]    
Legal services $ 0.2 $ 0.4
XML 87 R69.htm IDEA: XBRL DOCUMENT v3.21.2
SUBSEQUENT EVENTS (Details)
$ in Millions
Jul. 27, 2021
USD ($)
store
Jul. 03, 2021
USD ($)
Jul. 01, 2021
USD ($)
shares
Jun. 30, 2021
store
Subsequent Event [Line Items]        
Number of stores | store       58
Aqua Serene | Subsequent Event        
Subsequent Event [Line Items]        
Consideration for purchase     $ 10.0  
Cash consideration for purchase     $ 7.7  
Number of shares issued in business acquisition (in shares) | shares     46,554  
Equity consideration for purchase     $ 2.3  
Mendocino Greenhouse & Garden Supply, Inc. | Subsequent Event        
Subsequent Event [Line Items]        
Consideration for purchase   $ 4.0    
HGS Hydro | Subsequent Event        
Subsequent Event [Line Items]        
Consideration for purchase $ 72.2      
Cash consideration for purchase $ 55.2      
Number of stores | store 6      
Equity consideration for purchase $ 17.0      
EXCEL 88 Financial_Report.xlsx IDEA: XBRL DOCUMENT begin 644 Financial_Report.xlsx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end XML 89 Show.js IDEA: XBRL DOCUMENT // Edgar(tm) Renderer was created by staff of the U.S. Securities and Exchange Commission. Data and content created by government employees within the scope of their employment are not subject to domestic copyright protection. 17 U.S.C. 105. var Show={};Show.LastAR=null,Show.showAR=function(a,r,w){if(Show.LastAR)Show.hideAR();var e=a;while(e&&e.nodeName!='TABLE')e=e.nextSibling;if(!e||e.nodeName!='TABLE'){var ref=((window)?w.document:document).getElementById(r);if(ref){e=ref.cloneNode(!0); e.removeAttribute('id');a.parentNode.appendChild(e)}} if(e)e.style.display='block';Show.LastAR=e};Show.hideAR=function(){Show.LastAR.style.display='none'};Show.toggleNext=function(a){var e=a;while(e.nodeName!='DIV')e=e.nextSibling;if(!e.style){}else if(!e.style.display){}else{var d,p_;if(e.style.display=='none'){d='block';p='-'}else{d='none';p='+'} e.style.display=d;if(a.textContent){a.textContent=p+a.textContent.substring(1)}else{a.innerText=p+a.innerText.substring(1)}}} XML 90 report.css IDEA: XBRL DOCUMENT /* Updated 2009-11-04 */ /* v2.2.0.24 */ /* DefRef Styles */ ..report table.authRefData{ background-color: #def; border: 2px solid #2F4497; font-size: 1em; position: absolute; } ..report table.authRefData a { display: block; font-weight: bold; } ..report table.authRefData p { margin-top: 0px; } ..report table.authRefData .hide { background-color: #2F4497; padding: 1px 3px 0px 0px; text-align: right; } ..report table.authRefData .hide a:hover { background-color: #2F4497; } ..report table.authRefData .body { height: 150px; overflow: auto; width: 400px; } ..report table.authRefData table{ font-size: 1em; } /* Report Styles */ ..pl a, .pl a:visited { color: black; text-decoration: none; } /* table */ ..report { background-color: white; border: 2px solid #acf; clear: both; color: black; font: normal 8pt Helvetica, Arial, san-serif; margin-bottom: 2em; } ..report hr { border: 1px solid #acf; } /* Top labels */ ..report th { background-color: #acf; color: black; font-weight: bold; text-align: center; } ..report th.void { background-color: transparent; color: #000000; font: bold 10pt Helvetica, Arial, san-serif; text-align: left; } ..report .pl { text-align: left; vertical-align: top; white-space: normal; width: 200px; white-space: normal; /* word-wrap: break-word; */ } ..report td.pl a.a { cursor: pointer; display: block; width: 200px; overflow: hidden; } ..report td.pl div.a { width: 200px; } ..report td.pl a:hover { background-color: #ffc; } /* Header rows... */ ..report tr.rh { background-color: #acf; color: black; font-weight: bold; } /* Calendars... */ ..report .rc { background-color: #f0f0f0; } /* Even rows... */ ..report .re, .report .reu { background-color: #def; } ..report .reu td { border-bottom: 1px solid black; } /* Odd rows... */ ..report .ro, .report .rou { background-color: white; } ..report .rou td { border-bottom: 1px solid black; } ..report .rou table td, .report .reu table td { border-bottom: 0px solid black; } /* styles for footnote marker */ ..report .fn { white-space: nowrap; } /* styles for numeric types */ ..report .num, .report .nump { text-align: right; white-space: nowrap; } ..report .nump { padding-left: 2em; } ..report .nump { padding: 0px 0.4em 0px 2em; } /* styles for text types */ ..report .text { text-align: left; white-space: normal; } ..report .text .big { margin-bottom: 1em; width: 17em; } ..report .text .more { display: none; } ..report .text .note { font-style: italic; font-weight: bold; } ..report .text .small { width: 10em; } ..report sup { font-style: italic; } ..report .outerFootnotes { font-size: 1em; } XML 91 FilingSummary.xml IDEA: XBRL DOCUMENT 3.21.2 html 176 363 1 false 57 0 false 7 false false R1.htm 0001001 - Document - Cover Sheet http://www.growgeneration.com/role/Cover Cover Cover 1 false false R2.htm 1001002 - Statement - CONDENSED CONSOLIDATED BALANCE SHEETS Sheet http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS CONDENSED CONSOLIDATED BALANCE SHEETS Statements 2 false false R3.htm 1002003 - Statement - CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS Sheet http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDSTATEMENTSOFOPERATIONS CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS Statements 3 false false R4.htm 1003004 - Statement - CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited) Sheet http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDSTATEMENTSOFSTOCKHOLDERSEQUITYUnaudited CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited) Statements 4 false false R5.htm 1004005 - Statement - CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited) Sheet http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDSTATEMENTOFCASHFLOWSUnaudited CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited) Statements 5 false false R6.htm 2101101 - Disclosure - GENERAL Sheet http://www.growgeneration.com/role/GENERAL GENERAL Notes 6 false false R7.htm 2104102 - Disclosure - FAIR VALUE MEASUREMENTS Sheet http://www.growgeneration.com/role/FAIRVALUEMEASUREMENTS FAIR VALUE MEASUREMENTS Notes 7 false false R8.htm 2107103 - Disclosure - RECENT ACCOUNTING PRONOUNCEMENTS Sheet http://www.growgeneration.com/role/RECENTACCOUNTINGPRONOUNCEMENTS RECENT ACCOUNTING PRONOUNCEMENTS Notes 8 false false R9.htm 2108104 - Disclosure - REVENUE RECOGNITION Sheet http://www.growgeneration.com/role/REVENUERECOGNITION REVENUE RECOGNITION Notes 9 false false R10.htm 2115105 - Disclosure - INVESTMENTS Sheet http://www.growgeneration.com/role/INVESTMENTS INVESTMENTS Notes 10 false false R11.htm 2118106 - Disclosure - NOTES RECEIVABLE Notes http://www.growgeneration.com/role/NOTESRECEIVABLE NOTES RECEIVABLE Notes 11 false false R12.htm 2121107 - Disclosure - PROPERTY AND EQUIPMENT Sheet http://www.growgeneration.com/role/PROPERTYANDEQUIPMENT PROPERTY AND EQUIPMENT Notes 12 false false R13.htm 2125108 - Disclosure - GOODWILL AND INTANGIBLE ASSETS Sheet http://www.growgeneration.com/role/GOODWILLANDINTANGIBLEASSETS GOODWILL AND INTANGIBLE ASSETS Notes 13 false false R14.htm 2131109 - Disclosure - LONG-TERM DEBT Sheet http://www.growgeneration.com/role/LONGTERMDEBT LONG-TERM DEBT Notes 14 false false R15.htm 2136110 - Disclosure - LEASES Sheet http://www.growgeneration.com/role/LEASES LEASES Notes 15 false false R16.htm 2143111 - Disclosure - SHARE BASED PAYMENTS Sheet http://www.growgeneration.com/role/SHAREBASEDPAYMENTS SHARE BASED PAYMENTS Notes 16 false false R17.htm 2150112 - Disclosure - EARNINGS PER SHARE Sheet http://www.growgeneration.com/role/EARNINGSPERSHARE EARNINGS PER SHARE Notes 17 false false R18.htm 2153113 - Disclosure - ACQUISITIONS Sheet http://www.growgeneration.com/role/ACQUISITIONS ACQUISITIONS Notes 18 false false R19.htm 2161114 - Disclosure - RELATED PARTIES Sheet http://www.growgeneration.com/role/RELATEDPARTIES RELATED PARTIES Notes 19 false false R20.htm 2163115 - Disclosure - SUBSEQUENT EVENTS Sheet http://www.growgeneration.com/role/SUBSEQUENTEVENTS SUBSEQUENT EVENTS Notes 20 false false R21.htm 2202201 - Disclosure - GENERAL (Policies) Sheet http://www.growgeneration.com/role/GENERALPolicies GENERAL (Policies) Policies 21 false false R22.htm 2305301 - Disclosure - FAIR VALUE MEASUREMENTS (Tables) Sheet http://www.growgeneration.com/role/FAIRVALUEMEASUREMENTSTables FAIR VALUE MEASUREMENTS (Tables) Tables http://www.growgeneration.com/role/FAIRVALUEMEASUREMENTS 22 false false R23.htm 2309302 - Disclosure - REVENUE RECOGNITION (Tables) Sheet http://www.growgeneration.com/role/REVENUERECOGNITIONTables REVENUE RECOGNITION (Tables) Tables http://www.growgeneration.com/role/REVENUERECOGNITION 23 false false R24.htm 2316303 - Disclosure - INVESTMENTS (Tables) Sheet http://www.growgeneration.com/role/INVESTMENTSTables INVESTMENTS (Tables) Tables http://www.growgeneration.com/role/INVESTMENTS 24 false false R25.htm 2319304 - Disclosure - NOTES RECEIVABLE (Tables) Notes http://www.growgeneration.com/role/NOTESRECEIVABLETables NOTES RECEIVABLE (Tables) Tables http://www.growgeneration.com/role/NOTESRECEIVABLE 25 false false R26.htm 2322305 - Disclosure - PROPERTY AND EQUIPMENT (Tables) Sheet http://www.growgeneration.com/role/PROPERTYANDEQUIPMENTTables PROPERTY AND EQUIPMENT (Tables) Tables http://www.growgeneration.com/role/PROPERTYANDEQUIPMENT 26 false false R27.htm 2326306 - Disclosure - GOODWILL AND INTANGIBLE ASSETS (Tables) Sheet http://www.growgeneration.com/role/GOODWILLANDINTANGIBLEASSETSTables GOODWILL AND INTANGIBLE ASSETS (Tables) Tables http://www.growgeneration.com/role/GOODWILLANDINTANGIBLEASSETS 27 false false R28.htm 2332307 - Disclosure - LONG-TERM DEBT (Tables) Sheet http://www.growgeneration.com/role/LONGTERMDEBTTables LONG-TERM DEBT (Tables) Tables http://www.growgeneration.com/role/LONGTERMDEBT 28 false false R29.htm 2337308 - Disclosure - LEASES (Tables) Sheet http://www.growgeneration.com/role/LEASESTables LEASES (Tables) Tables http://www.growgeneration.com/role/LEASES 29 false false R30.htm 2344309 - Disclosure - SHARE BASED PAYMENTS (Tables) Sheet http://www.growgeneration.com/role/SHAREBASEDPAYMENTSTables SHARE BASED PAYMENTS (Tables) Tables http://www.growgeneration.com/role/SHAREBASEDPAYMENTS 30 false false R31.htm 2351310 - Disclosure - EARNINGS PER SHARE (Tables) Sheet http://www.growgeneration.com/role/EARNINGSPERSHARETables EARNINGS PER SHARE (Tables) Tables http://www.growgeneration.com/role/EARNINGSPERSHARE 31 false false R32.htm 2354311 - Disclosure - ACQUISITIONS (Tables) Sheet http://www.growgeneration.com/role/ACQUISITIONSTables ACQUISITIONS (Tables) Tables http://www.growgeneration.com/role/ACQUISITIONS 32 false false R33.htm 2403401 - Disclosure - GENERAL - Narrative (Details) Sheet http://www.growgeneration.com/role/GENERALNarrativeDetails GENERAL - Narrative (Details) Details 33 false false R34.htm 2406402 - Disclosure - FAIR VALUE MEASUREMENTS - Schedule of fair value of impaired notes receivable (Details) Notes http://www.growgeneration.com/role/FAIRVALUEMEASUREMENTSScheduleoffairvalueofimpairednotesreceivableDetails FAIR VALUE MEASUREMENTS - Schedule of fair value of impaired notes receivable (Details) Details 34 false false R35.htm 2410403 - Disclosure - REVENUE RECOGNITION - Narrative (Details) Sheet http://www.growgeneration.com/role/REVENUERECOGNITIONNarrativeDetails REVENUE RECOGNITION - Narrative (Details) Details 35 false false R36.htm 2411404 - Disclosure - REVENUE RECOGNITION - Schedule of disaggregation of revenues (Details) Sheet http://www.growgeneration.com/role/REVENUERECOGNITIONScheduleofdisaggregationofrevenuesDetails REVENUE RECOGNITION - Schedule of disaggregation of revenues (Details) Details 36 false false R37.htm 2412405 - Disclosure - REVENUE RECOGNITION - Schedule of customer trade receivables and customer deposit liability (Details) Sheet http://www.growgeneration.com/role/REVENUERECOGNITIONScheduleofcustomertradereceivablesandcustomerdepositliabilityDetails REVENUE RECOGNITION - Schedule of customer trade receivables and customer deposit liability (Details) Details 37 false false R38.htm 2413406 - Disclosure - REVENUE RECOGNITION - Schedule of long term trade receivables (Details) Sheet http://www.growgeneration.com/role/REVENUERECOGNITIONScheduleoflongtermtradereceivablesDetails REVENUE RECOGNITION - Schedule of long term trade receivables (Details) Details 38 false false R39.htm 2414407 - Disclosure - REVENUE RECOGNITION - Schedule of notes receivable balances (Details) Notes http://www.growgeneration.com/role/REVENUERECOGNITIONScheduleofnotesreceivablebalancesDetails REVENUE RECOGNITION - Schedule of notes receivable balances (Details) Details 39 false false R40.htm 2417408 - Disclosure - INVESTMENTS - Schedule of investments, available for sales securities (Details) Sheet http://www.growgeneration.com/role/INVESTMENTSScheduleofinvestmentsavailableforsalessecuritiesDetails INVESTMENTS - Schedule of investments, available for sales securities (Details) Details 40 false false R41.htm 2420409 - Disclosure - NOTES RECEIVABLE - Schedule of receivable include customer trade receivables under long terms financing arrangements (Details) Notes http://www.growgeneration.com/role/NOTESRECEIVABLEScheduleofreceivableincludecustomertradereceivablesunderlongtermsfinancingarrangementsDetails NOTES RECEIVABLE - Schedule of receivable include customer trade receivables under long terms financing arrangements (Details) Details 41 false false R42.htm 2423410 - Disclosure - PROPERTY AND EQUIPMENT - Schedule of property and equipment (Details) Sheet http://www.growgeneration.com/role/PROPERTYANDEQUIPMENTScheduleofpropertyandequipmentDetails PROPERTY AND EQUIPMENT - Schedule of property and equipment (Details) Details 42 false false R43.htm 2424411 - Disclosure - PROPERTY AND EQUIPMENT - Narrative (Details) Sheet http://www.growgeneration.com/role/PROPERTYANDEQUIPMENTNarrativeDetails PROPERTY AND EQUIPMENT - Narrative (Details) Details 43 false false R44.htm 2427412 - Disclosure - GOODWILL AND INTANGIBLE ASSETS - Schedule of goodwill (Details) Sheet http://www.growgeneration.com/role/GOODWILLANDINTANGIBLEASSETSScheduleofgoodwillDetails GOODWILL AND INTANGIBLE ASSETS - Schedule of goodwill (Details) Details 44 false false R45.htm 2428413 - Disclosure - GOODWILL AND INTANGIBLE ASSETS (Details) Sheet http://www.growgeneration.com/role/GOODWILLANDINTANGIBLEASSETSDetails GOODWILL AND INTANGIBLE ASSETS (Details) Details http://www.growgeneration.com/role/GOODWILLANDINTANGIBLEASSETSTables 45 false false R46.htm 2429414 - Disclosure - GOODWILL AND INTANGIBLE ASSETS - Schedule of intangible assets (Details) Sheet http://www.growgeneration.com/role/GOODWILLANDINTANGIBLEASSETSScheduleofintangibleassetsDetails GOODWILL AND INTANGIBLE ASSETS - Schedule of intangible assets (Details) Details 46 false false R47.htm 2430415 - Disclosure - GOODWILL AND INTANGIBLE ASSETS - Schedule of future amortization expense (Details) Sheet http://www.growgeneration.com/role/GOODWILLANDINTANGIBLEASSETSScheduleoffutureamortizationexpenseDetails GOODWILL AND INTANGIBLE ASSETS - Schedule of future amortization expense (Details) Details 47 false false R48.htm 2433416 - Disclosure - LONG-TERM DEBT - Schedule of long-term debt (Details) Sheet http://www.growgeneration.com/role/LONGTERMDEBTScheduleoflongtermdebtDetails LONG-TERM DEBT - Schedule of long-term debt (Details) Details 48 false false R49.htm 2434417 - Disclosure - LONG-TERM DEBT - Schedule of long-term debt additional details (Details) Sheet http://www.growgeneration.com/role/LONGTERMDEBTScheduleoflongtermdebtadditionaldetailsDetails LONG-TERM DEBT - Schedule of long-term debt additional details (Details) Details 49 false false R50.htm 2435418 - Disclosure - LONG-TERM DEBT - Narrative (Details) Sheet http://www.growgeneration.com/role/LONGTERMDEBTNarrativeDetails LONG-TERM DEBT - Narrative (Details) Details 50 false false R51.htm 2438419 - Disclosure - LEASES - Narrative (Details) Sheet http://www.growgeneration.com/role/LEASESNarrativeDetails LEASES - Narrative (Details) Details 51 false false R52.htm 2439420 - Disclosure - LEASES - Schedule of lease balances within our condensed consolidated balance sheet (Details) Sheet http://www.growgeneration.com/role/LEASESScheduleofleasebalanceswithinourcondensedconsolidatedbalancesheetDetails LEASES - Schedule of lease balances within our condensed consolidated balance sheet (Details) Details 52 false false R53.htm 2440421 - Disclosure - LEASES - Schedule of other information related to leases (Details) Sheet http://www.growgeneration.com/role/LEASESScheduleofotherinformationrelatedtoleasesDetails LEASES - Schedule of other information related to leases (Details) Details 53 false false R54.htm 2441422 - Disclosure - LEASES - Schedule of operating lease assets (Details) Sheet http://www.growgeneration.com/role/LEASESScheduleofoperatingleaseassetsDetails LEASES - Schedule of operating lease assets (Details) Details 54 false false R55.htm 2442423 - Disclosure - LEASES - Schedule of future minimum rental payments (Details) Sheet http://www.growgeneration.com/role/LEASESScheduleoffutureminimumrentalpaymentsDetails LEASES - Schedule of future minimum rental payments (Details) Details 55 false false R56.htm 2445424 - Disclosure - SHARE BASED PAYMENTS (Details) Sheet http://www.growgeneration.com/role/SHAREBASEDPAYMENTSDetails SHARE BASED PAYMENTS (Details) Details http://www.growgeneration.com/role/SHAREBASEDPAYMENTSTables 56 false false R57.htm 2446425 - Disclosure - SHARE BASED PAYMENTS - Schedule of share-based payment expense (Details) Sheet http://www.growgeneration.com/role/SHAREBASEDPAYMENTSScheduleofsharebasedpaymentexpenseDetails SHARE BASED PAYMENTS - Schedule of share-based payment expense (Details) Details 57 false false R58.htm 2447426 - Disclosure - SHARE BASED PAYMENTS - Schedule of restricted stock activity (Details) Sheet http://www.growgeneration.com/role/SHAREBASEDPAYMENTSScheduleofrestrictedstockactivityDetails SHARE BASED PAYMENTS - Schedule of restricted stock activity (Details) Details 58 false false R59.htm 2448427 - Disclosure - SHARE BASED PAYMENTS - Schedule of stock options (Details) Sheet http://www.growgeneration.com/role/SHAREBASEDPAYMENTSScheduleofstockoptionsDetails SHARE BASED PAYMENTS - Schedule of stock options (Details) Details 59 false false R60.htm 2449428 - Disclosure - SHARE BASED PAYMENTS - Schedule of company???s outstanding stock purchase warrants (Details) Sheet http://www.growgeneration.com/role/SHAREBASEDPAYMENTSScheduleofcompanysoutstandingstockpurchasewarrantsDetails SHARE BASED PAYMENTS - Schedule of company???s outstanding stock purchase warrants (Details) Details 60 false false R61.htm 2452429 - Disclosure - EARNINGS PER SHARE - Schedule of weighted average shares (denominator) used in the basic and dilutive earnings per share (Details) Sheet http://www.growgeneration.com/role/EARNINGSPERSHAREScheduleofweightedaveragesharesdenominatorusedinthebasicanddilutiveearningspershareDetails EARNINGS PER SHARE - Schedule of weighted average shares (denominator) used in the basic and dilutive earnings per share (Details) Details 61 false false R62.htm 2455430 - Disclosure - ACQUISITIONS - Narrative (Details) Sheet http://www.growgeneration.com/role/ACQUISITIONSNarrativeDetails ACQUISITIONS - Narrative (Details) Details 62 false false R63.htm 2456431 - Disclosure - ACQUISITIONS - Schedule of purchase price (Details) Sheet http://www.growgeneration.com/role/ACQUISITIONSScheduleofpurchasepriceDetails ACQUISITIONS - Schedule of purchase price (Details) Details 63 false false R64.htm 2457432 - Disclosure - ACQUISITIONS - Schedule of consideration paid (Details) Sheet http://www.growgeneration.com/role/ACQUISITIONSScheduleofconsiderationpaidDetails ACQUISITIONS - Schedule of consideration paid (Details) Details 64 false false R65.htm 2458433 - Disclosure - ACQUISITIONS - Schedule of revenue and earnings included in consolidated income statement (Details) Sheet http://www.growgeneration.com/role/ACQUISITIONSScheduleofrevenueandearningsincludedinconsolidatedincomestatementDetails ACQUISITIONS - Schedule of revenue and earnings included in consolidated income statement (Details) Details 65 false false R66.htm 2459434 - Disclosure - ACQUISITIONS - Schedule of pro forma consolidated income statement (Details) Sheet http://www.growgeneration.com/role/ACQUISITIONSScheduleofproformaconsolidatedincomestatementDetails ACQUISITIONS - Schedule of pro forma consolidated income statement (Details) Details 66 false false R67.htm 2460435 - Disclosure - ACQUISITIONS - H20 Hydroponics LLC and Health & Harvest LLC Acquisitions (Details) Sheet http://www.growgeneration.com/role/ACQUISITIONSH20HydroponicsLLCandHealthHarvestLLCAcquisitionsDetails ACQUISITIONS - H20 Hydroponics LLC and Health & Harvest LLC Acquisitions (Details) Details 67 false false R68.htm 2462436 - Disclosure - RELATED PARTIES - Narrative (Details) Sheet http://www.growgeneration.com/role/RELATEDPARTIESNarrativeDetails RELATED PARTIES - Narrative (Details) Details 68 false false R69.htm 2464437 - Disclosure - SUBSEQUENT EVENTS (Details) Sheet http://www.growgeneration.com/role/SUBSEQUENTEVENTSDetails SUBSEQUENT EVENTS (Details) Details http://www.growgeneration.com/role/SUBSEQUENTEVENTS 69 false false All Reports Book All Reports grwg-20210630.htm exhbit104_hgsshelbyllcapa.htm exhibit101_hgswalledlakell.htm exhibit102_hgssterlingheig.htm exhibit103_hgsalbionllcapa.htm exhibit105_hgssouthfieldll.htm exhibit106_hgshazelparkllc.htm exhibit107_hgsimlaycityllc.htm exhibit31110q1.htm exhibit31210q1.htm exhibit32110q1.htm exhibit32210q1.htm grwg-20210630.xsd grwg-20210630_cal.xml grwg-20210630_def.xml grwg-20210630_lab.xml grwg-20210630_pre.xml http://fasb.org/us-gaap/2021-01-31 http://fasb.org/srt/2021-01-31 http://xbrl.sec.gov/dei/2021 true true JSON 93 MetaLinks.json IDEA: XBRL DOCUMENT { "instance": { "grwg-20210630.htm": { "axisCustom": 0, "axisStandard": 15, "contextCount": 176, "dts": { "calculationLink": { "local": [ "grwg-20210630_cal.xml" ] }, "definitionLink": { "local": [ "grwg-20210630_def.xml" ] }, "inline": { "local": [ "grwg-20210630.htm" ] }, "labelLink": { "local": [ "grwg-20210630_lab.xml" ], "remote": [ "https://xbrl.fasb.org/us-gaap/2021/elts/us-gaap-doc-2021-01-31.xml" ] }, "presentationLink": { "local": [ "grwg-20210630_pre.xml" ] }, "referenceLink": { "remote": [ "https://xbrl.fasb.org/us-gaap/2021/elts/us-gaap-ref-2021-01-31.xml" ] }, "schema": { "local": [ "grwg-20210630.xsd" ], "remote": [ "https://xbrl.fasb.org/srt/2021/elts/srt-2021-01-31.xsd", "http://www.xbrl.org/2003/xbrl-instance-2003-12-31.xsd", "http://www.xbrl.org/2003/xbrl-linkbase-2003-12-31.xsd", "http://www.xbrl.org/2003/xl-2003-12-31.xsd", "http://www.xbrl.org/2003/xlink-2003-12-31.xsd", "https://www.xbrl.org/dtr/type/2020-01-21/types.xsd", "https://www.xbrl.org/2020/extensible-enumerations-2.0.xsd", "http://www.xbrl.org/2005/xbrldt-2005.xsd", "http://www.xbrl.org/2006/ref-2006-02-27.xsd", "https://xbrl.fasb.org/srt/2021/elts/srt-types-2021-01-31.xsd", "https://xbrl.sec.gov/country/2021/country-2021.xsd", "https://xbrl.fasb.org/srt/2021/elts/srt-roles-2021-01-31.xsd", "https://xbrl.fasb.org/us-gaap/2021/elts/us-gaap-2021-01-31.xsd", "https://xbrl.fasb.org/us-gaap/2021/elts/us-types-2021-01-31.xsd", "https://xbrl.fasb.org/us-gaap/2021/elts/us-roles-2021-01-31.xsd", "https://xbrl.sec.gov/dei/2021/dei-2021.xsd", "http://www.xbrl.org/lrr/role/negated-2009-12-16.xsd", "http://www.xbrl.org/lrr/role/net-2009-12-16.xsd", "https://xbrl.sec.gov/dei/2021/dei-2021_ref.xsd", "https://xbrl.sec.gov/dei/2021/dei-2021_doc.xsd", "http://www.xbrl.org/lrr/role/reference-2009-12-16.xsd", "https://xbrl.fasb.org/us-gaap/2021/elts/us-parts-codification-2021-01-31.xsd" ] } }, "elementCount": 469, "entityCount": 1, "hidden": { "http://xbrl.sec.gov/dei/2021": 5, "total": 5 }, "keyCustom": 55, "keyStandard": 308, "memberCustom": 35, "memberStandard": 22, "nsprefix": "grwg", "nsuri": "http://www.growgeneration.com/20210630", "report": { "R1": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "grwg-20210630.htm", "contextRef": "i8741d4457d8c4aa7a779560b1234bb07_D20210101-20210630", "decimals": null, "first": true, "lang": "en-US", "name": "dei:DocumentType", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "document", "isDefault": "true", "longName": "0001001 - Document - Cover", "role": "http://www.growgeneration.com/role/Cover", "shortName": "Cover", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "grwg-20210630.htm", "contextRef": "i8741d4457d8c4aa7a779560b1234bb07_D20210101-20210630", "decimals": null, "first": true, "lang": "en-US", "name": "dei:DocumentType", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R10": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "grwg-20210630.htm", "contextRef": "i8741d4457d8c4aa7a779560b1234bb07_D20210101-20210630", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:InvestmentTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2115105 - Disclosure - INVESTMENTS", "role": "http://www.growgeneration.com/role/INVESTMENTS", "shortName": "INVESTMENTS", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "grwg-20210630.htm", "contextRef": "i8741d4457d8c4aa7a779560b1234bb07_D20210101-20210630", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:InvestmentTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R11": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "grwg-20210630.htm", "contextRef": "i8741d4457d8c4aa7a779560b1234bb07_D20210101-20210630", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:LoansNotesTradeAndOtherReceivablesDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2118106 - Disclosure - NOTES RECEIVABLE", "role": "http://www.growgeneration.com/role/NOTESRECEIVABLE", "shortName": "NOTES RECEIVABLE", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "grwg-20210630.htm", "contextRef": "i8741d4457d8c4aa7a779560b1234bb07_D20210101-20210630", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:LoansNotesTradeAndOtherReceivablesDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R12": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "grwg-20210630.htm", "contextRef": "i8741d4457d8c4aa7a779560b1234bb07_D20210101-20210630", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:PropertyPlantAndEquipmentDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2121107 - Disclosure - PROPERTY AND EQUIPMENT", "role": "http://www.growgeneration.com/role/PROPERTYANDEQUIPMENT", "shortName": "PROPERTY AND EQUIPMENT", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "grwg-20210630.htm", "contextRef": "i8741d4457d8c4aa7a779560b1234bb07_D20210101-20210630", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:PropertyPlantAndEquipmentDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R13": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "grwg-20210630.htm", "contextRef": "i8741d4457d8c4aa7a779560b1234bb07_D20210101-20210630", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:GoodwillAndIntangibleAssetsDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2125108 - Disclosure - GOODWILL AND INTANGIBLE ASSETS", "role": "http://www.growgeneration.com/role/GOODWILLANDINTANGIBLEASSETS", "shortName": "GOODWILL AND INTANGIBLE ASSETS", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "grwg-20210630.htm", "contextRef": "i8741d4457d8c4aa7a779560b1234bb07_D20210101-20210630", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:GoodwillAndIntangibleAssetsDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R14": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "grwg-20210630.htm", "contextRef": "i8741d4457d8c4aa7a779560b1234bb07_D20210101-20210630", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:LongTermDebtTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2131109 - Disclosure - LONG-TERM DEBT", "role": "http://www.growgeneration.com/role/LONGTERMDEBT", "shortName": "LONG-TERM DEBT", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "grwg-20210630.htm", "contextRef": "i8741d4457d8c4aa7a779560b1234bb07_D20210101-20210630", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:LongTermDebtTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R15": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "grwg-20210630.htm", "contextRef": "i8741d4457d8c4aa7a779560b1234bb07_D20210101-20210630", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:LesseeOperatingLeasesTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2136110 - Disclosure - LEASES", "role": "http://www.growgeneration.com/role/LEASES", "shortName": "LEASES", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "grwg-20210630.htm", "contextRef": "i8741d4457d8c4aa7a779560b1234bb07_D20210101-20210630", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:LesseeOperatingLeasesTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R16": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "grwg-20210630.htm", "contextRef": "i8741d4457d8c4aa7a779560b1234bb07_D20210101-20210630", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2143111 - Disclosure - SHARE BASED PAYMENTS", "role": "http://www.growgeneration.com/role/SHAREBASEDPAYMENTS", "shortName": "SHARE BASED PAYMENTS", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "grwg-20210630.htm", "contextRef": "i8741d4457d8c4aa7a779560b1234bb07_D20210101-20210630", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R17": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "grwg-20210630.htm", "contextRef": "i8741d4457d8c4aa7a779560b1234bb07_D20210101-20210630", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:EarningsPerShareTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2150112 - Disclosure - EARNINGS PER SHARE", "role": "http://www.growgeneration.com/role/EARNINGSPERSHARE", "shortName": "EARNINGS PER SHARE", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "grwg-20210630.htm", "contextRef": "i8741d4457d8c4aa7a779560b1234bb07_D20210101-20210630", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:EarningsPerShareTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R18": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "grwg-20210630.htm", "contextRef": "i8741d4457d8c4aa7a779560b1234bb07_D20210101-20210630", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:BusinessCombinationDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2153113 - Disclosure - ACQUISITIONS", "role": "http://www.growgeneration.com/role/ACQUISITIONS", "shortName": "ACQUISITIONS", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "grwg-20210630.htm", "contextRef": "i8741d4457d8c4aa7a779560b1234bb07_D20210101-20210630", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:BusinessCombinationDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R19": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "grwg-20210630.htm", "contextRef": "i8741d4457d8c4aa7a779560b1234bb07_D20210101-20210630", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:RelatedPartyTransactionsDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2161114 - Disclosure - RELATED PARTIES", "role": "http://www.growgeneration.com/role/RELATEDPARTIES", "shortName": "RELATED PARTIES", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "grwg-20210630.htm", "contextRef": "i8741d4457d8c4aa7a779560b1234bb07_D20210101-20210630", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:RelatedPartyTransactionsDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R2": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "grwg-20210630.htm", "contextRef": "i9dadd1ea6a854cd1b5112425243c791c_I20210630", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:CashAndCashEquivalentsAtCarryingValue", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "1001002 - Statement - CONDENSED CONSOLIDATED BALANCE SHEETS", "role": "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS", "shortName": "CONDENSED CONSOLIDATED BALANCE SHEETS", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "grwg-20210630.htm", "contextRef": "i9dadd1ea6a854cd1b5112425243c791c_I20210630", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:CashAndCashEquivalentsAtCarryingValue", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R20": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "grwg-20210630.htm", "contextRef": "i8741d4457d8c4aa7a779560b1234bb07_D20210101-20210630", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:SubsequentEventsTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2163115 - Disclosure - SUBSEQUENT EVENTS", "role": "http://www.growgeneration.com/role/SUBSEQUENTEVENTS", "shortName": "SUBSEQUENT EVENTS", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "grwg-20210630.htm", "contextRef": "i8741d4457d8c4aa7a779560b1234bb07_D20210101-20210630", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:SubsequentEventsTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R21": { "firstAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "grwg-20210630.htm", "contextRef": "i8741d4457d8c4aa7a779560b1234bb07_D20210101-20210630", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:BasisOfAccountingPolicyPolicyTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2202201 - Disclosure - GENERAL (Policies)", "role": "http://www.growgeneration.com/role/GENERALPolicies", "shortName": "GENERAL (Policies)", "subGroupType": "policies", "uniqueAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "grwg-20210630.htm", "contextRef": "i8741d4457d8c4aa7a779560b1234bb07_D20210101-20210630", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:BasisOfAccountingPolicyPolicyTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R22": { "firstAnchor": { "ancestors": [ "div", "ix:continuation", "body", "html" ], "baseRef": "grwg-20210630.htm", "contextRef": "i8741d4457d8c4aa7a779560b1234bb07_D20210101-20210630", "decimals": null, "first": true, "lang": "en-US", "name": "grwg:ScheduleOfFairValueOfImpairedNotesReceivableTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2305301 - Disclosure - FAIR VALUE MEASUREMENTS (Tables)", "role": "http://www.growgeneration.com/role/FAIRVALUEMEASUREMENTSTables", "shortName": "FAIR VALUE MEASUREMENTS (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "div", "ix:continuation", "body", "html" ], "baseRef": "grwg-20210630.htm", "contextRef": "i8741d4457d8c4aa7a779560b1234bb07_D20210101-20210630", "decimals": null, "first": true, "lang": "en-US", "name": "grwg:ScheduleOfFairValueOfImpairedNotesReceivableTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R23": { "firstAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "grwg-20210630.htm", "contextRef": "i8741d4457d8c4aa7a779560b1234bb07_D20210101-20210630", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:DisaggregationOfRevenueTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2309302 - Disclosure - REVENUE RECOGNITION (Tables)", "role": "http://www.growgeneration.com/role/REVENUERECOGNITIONTables", "shortName": "REVENUE RECOGNITION (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "grwg-20210630.htm", "contextRef": "i8741d4457d8c4aa7a779560b1234bb07_D20210101-20210630", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:DisaggregationOfRevenueTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R24": { "firstAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "grwg-20210630.htm", "contextRef": "i8741d4457d8c4aa7a779560b1234bb07_D20210101-20210630", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:MarketableSecuritiesTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2316303 - Disclosure - INVESTMENTS (Tables)", "role": "http://www.growgeneration.com/role/INVESTMENTSTables", "shortName": "INVESTMENTS (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "grwg-20210630.htm", "contextRef": "i8741d4457d8c4aa7a779560b1234bb07_D20210101-20210630", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:MarketableSecuritiesTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R25": { "firstAnchor": { "ancestors": [ "div", "ix:continuation", "body", "html" ], "baseRef": "grwg-20210630.htm", "contextRef": "i8741d4457d8c4aa7a779560b1234bb07_D20210101-20210630", "decimals": null, "first": true, "lang": "en-US", "name": "grwg:ScheduleOfReceivableIncludeCustomerTradeReceivablesUnderLongTermsFinancingArrangementsTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2319304 - Disclosure - NOTES RECEIVABLE (Tables)", "role": "http://www.growgeneration.com/role/NOTESRECEIVABLETables", "shortName": "NOTES RECEIVABLE (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "div", "ix:continuation", "body", "html" ], "baseRef": "grwg-20210630.htm", "contextRef": "i8741d4457d8c4aa7a779560b1234bb07_D20210101-20210630", "decimals": null, "first": true, "lang": "en-US", "name": "grwg:ScheduleOfReceivableIncludeCustomerTradeReceivablesUnderLongTermsFinancingArrangementsTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R26": { "firstAnchor": { "ancestors": [ "div", "ix:continuation", "body", "html" ], "baseRef": "grwg-20210630.htm", "contextRef": "i8741d4457d8c4aa7a779560b1234bb07_D20210101-20210630", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:PropertyPlantAndEquipmentTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2322305 - Disclosure - PROPERTY AND EQUIPMENT (Tables)", "role": "http://www.growgeneration.com/role/PROPERTYANDEQUIPMENTTables", "shortName": "PROPERTY AND EQUIPMENT (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "div", "ix:continuation", "body", "html" ], "baseRef": "grwg-20210630.htm", "contextRef": "i8741d4457d8c4aa7a779560b1234bb07_D20210101-20210630", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:PropertyPlantAndEquipmentTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R27": { "firstAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "grwg-20210630.htm", "contextRef": "i8741d4457d8c4aa7a779560b1234bb07_D20210101-20210630", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfGoodwillTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2326306 - Disclosure - GOODWILL AND INTANGIBLE ASSETS (Tables)", "role": "http://www.growgeneration.com/role/GOODWILLANDINTANGIBLEASSETSTables", "shortName": "GOODWILL AND INTANGIBLE ASSETS (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "grwg-20210630.htm", "contextRef": "i8741d4457d8c4aa7a779560b1234bb07_D20210101-20210630", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfGoodwillTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R28": { "firstAnchor": { "ancestors": [ "div", "ix:continuation", "body", "html" ], "baseRef": "grwg-20210630.htm", "contextRef": "i8741d4457d8c4aa7a779560b1234bb07_D20210101-20210630", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfDebtTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2332307 - Disclosure - LONG-TERM DEBT (Tables)", "role": "http://www.growgeneration.com/role/LONGTERMDEBTTables", "shortName": "LONG-TERM DEBT (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "div", "ix:continuation", "body", "html" ], "baseRef": "grwg-20210630.htm", "contextRef": "i8741d4457d8c4aa7a779560b1234bb07_D20210101-20210630", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfDebtTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R29": { "firstAnchor": { "ancestors": [ "div", "ix:continuation", "body", "html" ], "baseRef": "grwg-20210630.htm", "contextRef": "i8741d4457d8c4aa7a779560b1234bb07_D20210101-20210630", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:OperatingLeaseLeaseIncomeTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2337308 - Disclosure - LEASES (Tables)", "role": "http://www.growgeneration.com/role/LEASESTables", "shortName": "LEASES (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "div", "ix:continuation", "body", "html" ], "baseRef": "grwg-20210630.htm", "contextRef": "i8741d4457d8c4aa7a779560b1234bb07_D20210101-20210630", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:OperatingLeaseLeaseIncomeTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R3": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:DisaggregationOfRevenueTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "grwg-20210630.htm", "contextRef": "i9118b57b72b243efa01cd30d88bc49a8_D20210401-20210630", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "1002003 - Statement - CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS", "role": "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDSTATEMENTSOFOPERATIONS", "shortName": "CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "grwg-20210630.htm", "contextRef": "i9118b57b72b243efa01cd30d88bc49a8_D20210401-20210630", "decimals": "-3", "lang": "en-US", "name": "us-gaap:CostOfGoodsAndServicesSold", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R30": { "firstAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "grwg-20210630.htm", "contextRef": "i8741d4457d8c4aa7a779560b1234bb07_D20210101-20210630", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfShareBasedPaymentAwardStockOptionsValuationAssumptionsTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2344309 - Disclosure - SHARE BASED PAYMENTS (Tables)", "role": "http://www.growgeneration.com/role/SHAREBASEDPAYMENTSTables", "shortName": "SHARE BASED PAYMENTS (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "grwg-20210630.htm", "contextRef": "i8741d4457d8c4aa7a779560b1234bb07_D20210101-20210630", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfShareBasedPaymentAwardStockOptionsValuationAssumptionsTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R31": { "firstAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "grwg-20210630.htm", "contextRef": "i8741d4457d8c4aa7a779560b1234bb07_D20210101-20210630", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfWeightedAverageNumberOfSharesTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2351310 - Disclosure - EARNINGS PER SHARE (Tables)", "role": "http://www.growgeneration.com/role/EARNINGSPERSHARETables", "shortName": "EARNINGS PER SHARE (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "grwg-20210630.htm", "contextRef": "i8741d4457d8c4aa7a779560b1234bb07_D20210101-20210630", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfWeightedAverageNumberOfSharesTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R32": { "firstAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "grwg-20210630.htm", "contextRef": "i8741d4457d8c4aa7a779560b1234bb07_D20210101-20210630", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfBusinessAcquisitionsByAcquisitionContingentConsiderationTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2354311 - Disclosure - ACQUISITIONS (Tables)", "role": "http://www.growgeneration.com/role/ACQUISITIONSTables", "shortName": "ACQUISITIONS (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "grwg-20210630.htm", "contextRef": "i8741d4457d8c4aa7a779560b1234bb07_D20210101-20210630", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfBusinessAcquisitionsByAcquisitionContingentConsiderationTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R33": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "grwg-20210630.htm", "contextRef": "i9dadd1ea6a854cd1b5112425243c791c_I20210630", "decimals": "0", "first": true, "lang": "en-US", "name": "us-gaap:NumberOfStores", "reportCount": 1, "unitRef": "store", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2403401 - Disclosure - GENERAL - Narrative (Details)", "role": "http://www.growgeneration.com/role/GENERALNarrativeDetails", "shortName": "GENERAL - Narrative (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "grwg-20210630.htm", "contextRef": "i9dadd1ea6a854cd1b5112425243c791c_I20210630", "decimals": "0", "lang": "en-US", "name": "us-gaap:NumberOfStatesInWhichEntityOperates", "reportCount": 1, "unique": true, "unitRef": "state", "xsiNil": "false" } }, "R34": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "grwg-20210630.htm", "contextRef": "i9dadd1ea6a854cd1b5112425243c791c_I20210630", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:MarketableSecurities", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2406402 - Disclosure - FAIR VALUE MEASUREMENTS - Schedule of fair value of impaired notes receivable (Details)", "role": "http://www.growgeneration.com/role/FAIRVALUEMEASUREMENTSScheduleoffairvalueofimpairednotesreceivableDetails", "shortName": "FAIR VALUE MEASUREMENTS - Schedule of fair value of impaired notes receivable (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "grwg:ScheduleOfFairValueOfImpairedNotesReceivableTableTextBlock", "div", "ix:continuation", "body", "html" ], "baseRef": "grwg-20210630.htm", "contextRef": "i5eb9d1fc394a4a24a88f8d5ffc604026_I20210630", "decimals": "-3", "lang": "en-US", "name": "us-gaap:CashEquivalentsAtCarryingValue", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R35": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "grwg-20210630.htm", "contextRef": "i8741d4457d8c4aa7a779560b1234bb07_D20210101-20210630", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:ContractWithCustomerLiabilityRevenueRecognized", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2410403 - Disclosure - REVENUE RECOGNITION - Narrative (Details)", "role": "http://www.growgeneration.com/role/REVENUERECOGNITIONNarrativeDetails", "shortName": "REVENUE RECOGNITION - Narrative (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "grwg-20210630.htm", "contextRef": "i8741d4457d8c4aa7a779560b1234bb07_D20210101-20210630", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:ContractWithCustomerLiabilityRevenueRecognized", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R36": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:DisaggregationOfRevenueTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "grwg-20210630.htm", "contextRef": "i9118b57b72b243efa01cd30d88bc49a8_D20210401-20210630", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2411404 - Disclosure - REVENUE RECOGNITION - Schedule of disaggregation of revenues (Details)", "role": "http://www.growgeneration.com/role/REVENUERECOGNITIONScheduleofdisaggregationofrevenuesDetails", "shortName": "REVENUE RECOGNITION - Schedule of disaggregation of revenues (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:DisaggregationOfRevenueTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "grwg-20210630.htm", "contextRef": "ia7b5535086894d93975aa1768ea6a614_D20210401-20210630", "decimals": "-3", "lang": "en-US", "name": "us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R37": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ContractWithCustomerAssetAndLiabilityTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "grwg-20210630.htm", "contextRef": "i9169d5883e014f02826a56753d802bfb_I20201231", "decimals": "-3", "first": true, "lang": "en-US", "name": "grwg:ContractWithCustomerDepositLiability", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2412405 - Disclosure - REVENUE RECOGNITION - Schedule of customer trade receivables and customer deposit liability (Details)", "role": "http://www.growgeneration.com/role/REVENUERECOGNITIONScheduleofcustomertradereceivablesandcustomerdepositliabilityDetails", "shortName": "REVENUE RECOGNITION - Schedule of customer trade receivables and customer deposit liability (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ContractWithCustomerAssetAndLiabilityTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "grwg-20210630.htm", "contextRef": "i9169d5883e014f02826a56753d802bfb_I20201231", "decimals": "-3", "first": true, "lang": "en-US", "name": "grwg:ContractWithCustomerDepositLiability", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R38": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "grwg-20210630.htm", "contextRef": "i9fc75c0a94e74713b1b981f90ac4a698_I20210630", "decimals": "-3", "first": true, "lang": "en-US", "name": "grwg:NoteReceivable", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2413406 - Disclosure - REVENUE RECOGNITION - Schedule of long term trade receivables (Details)", "role": "http://www.growgeneration.com/role/REVENUERECOGNITIONScheduleoflongtermtradereceivablesDetails", "shortName": "REVENUE RECOGNITION - Schedule of long term trade receivables (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "grwg-20210630.htm", "contextRef": "i9fc75c0a94e74713b1b981f90ac4a698_I20210630", "decimals": "-3", "first": true, "lang": "en-US", "name": "grwg:NoteReceivable", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R39": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "grwg:ScheduleOfNotesReceivableBalancesTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "grwg-20210630.htm", "contextRef": "i0276604626a7491eadd6b695dbab9154_I20210630", "decimals": "-3", "first": true, "lang": "en-US", "name": "grwg:NoteReceivable", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2414407 - Disclosure - REVENUE RECOGNITION - Schedule of notes receivable balances (Details)", "role": "http://www.growgeneration.com/role/REVENUERECOGNITIONScheduleofnotesreceivablebalancesDetails", "shortName": "REVENUE RECOGNITION - Schedule of notes receivable balances (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "grwg:ScheduleOfNotesReceivableBalancesTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "grwg-20210630.htm", "contextRef": "i0276604626a7491eadd6b695dbab9154_I20210630", "decimals": "-3", "first": true, "lang": "en-US", "name": "grwg:NoteReceivable", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R4": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "grwg-20210630.htm", "contextRef": "id1ce23a40d414ee481c86ae6e84b0afb_I20191231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:SharesOutstanding", "reportCount": 1, "unitRef": "shares", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "1003004 - Statement - CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited)", "role": "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDSTATEMENTSOFSTOCKHOLDERSEQUITYUnaudited", "shortName": "CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited)", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "grwg-20210630.htm", "contextRef": "i40cf33debbb24b7788f526b8c8b48a36_D20200101-20200331", "decimals": "-3", "lang": "en-US", "name": "us-gaap:StockIssuedDuringPeriodSharesOther", "reportCount": 1, "unique": true, "unitRef": "shares", "xsiNil": "false" } }, "R40": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "grwg-20210630.htm", "contextRef": "i9dadd1ea6a854cd1b5112425243c791c_I20210630", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:MarketableSecurities", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2417408 - Disclosure - INVESTMENTS - Schedule of investments, available for sales securities (Details)", "role": "http://www.growgeneration.com/role/INVESTMENTSScheduleofinvestmentsavailableforsalessecuritiesDetails", "shortName": "INVESTMENTS - Schedule of investments, available for sales securities (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:MarketableSecuritiesTextBlock", "ix:continuation", "body", "html" ], "baseRef": "grwg-20210630.htm", "contextRef": "i11c3931f5d714afda19d768987064fcd_I20210630", "decimals": "-3", "lang": "en-US", "name": "us-gaap:MarketableSecurities", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R41": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "grwg:ScheduleOfReceivableIncludeCustomerTradeReceivablesUnderLongTermsFinancingArrangementsTableTextBlock", "div", "ix:continuation", "body", "html" ], "baseRef": "grwg-20210630.htm", "contextRef": "i9dadd1ea6a854cd1b5112425243c791c_I20210630", "decimals": "-3", "first": true, "lang": "en-US", "name": "grwg:TradeReceivablesUnderLongerTermFinancingArrangements", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2420409 - Disclosure - NOTES RECEIVABLE - Schedule of receivable include customer trade receivables under long terms financing arrangements (Details)", "role": "http://www.growgeneration.com/role/NOTESRECEIVABLEScheduleofreceivableincludecustomertradereceivablesunderlongtermsfinancingarrangementsDetails", "shortName": "NOTES RECEIVABLE - Schedule of receivable include customer trade receivables under long terms financing arrangements (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "grwg:ScheduleOfReceivableIncludeCustomerTradeReceivablesUnderLongTermsFinancingArrangementsTableTextBlock", "div", "ix:continuation", "body", "html" ], "baseRef": "grwg-20210630.htm", "contextRef": "i9dadd1ea6a854cd1b5112425243c791c_I20210630", "decimals": "-3", "first": true, "lang": "en-US", "name": "grwg:TradeReceivablesUnderLongerTermFinancingArrangements", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R42": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "us-gaap:PropertyPlantAndEquipmentTextBlock", "div", "ix:continuation", "body", "html" ], "baseRef": "grwg-20210630.htm", "contextRef": "i9dadd1ea6a854cd1b5112425243c791c_I20210630", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:PropertyPlantAndEquipmentGross", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2423410 - Disclosure - PROPERTY AND EQUIPMENT - Schedule of property and equipment (Details)", "role": "http://www.growgeneration.com/role/PROPERTYANDEQUIPMENTScheduleofpropertyandequipmentDetails", "shortName": "PROPERTY AND EQUIPMENT - Schedule of property and equipment (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "us-gaap:PropertyPlantAndEquipmentTextBlock", "div", "ix:continuation", "body", "html" ], "baseRef": "grwg-20210630.htm", "contextRef": "i9dadd1ea6a854cd1b5112425243c791c_I20210630", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:PropertyPlantAndEquipmentGross", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R43": { "firstAnchor": { "ancestors": [ "ix:continuation", "span", "div", "body", "html" ], "baseRef": "grwg-20210630.htm", "contextRef": "i9118b57b72b243efa01cd30d88bc49a8_D20210401-20210630", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:Depreciation", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2424411 - Disclosure - PROPERTY AND EQUIPMENT - Narrative (Details)", "role": "http://www.growgeneration.com/role/PROPERTYANDEQUIPMENTNarrativeDetails", "shortName": "PROPERTY AND EQUIPMENT - Narrative (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "ix:continuation", "span", "div", "body", "html" ], "baseRef": "grwg-20210630.htm", "contextRef": "i9118b57b72b243efa01cd30d88bc49a8_D20210401-20210630", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:Depreciation", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R44": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfGoodwillTextBlock", "ix:continuation", "body", "html" ], "baseRef": "grwg-20210630.htm", "contextRef": "i024a43dc54294838a802c23c2d27c194_I20201231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:Goodwill", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2427412 - Disclosure - GOODWILL AND INTANGIBLE ASSETS - Schedule of goodwill (Details)", "role": "http://www.growgeneration.com/role/GOODWILLANDINTANGIBLEASSETSScheduleofgoodwillDetails", "shortName": "GOODWILL AND INTANGIBLE ASSETS - Schedule of goodwill (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfGoodwillTextBlock", "ix:continuation", "body", "html" ], "baseRef": "grwg-20210630.htm", "contextRef": "if6e9231443a04095a34738e3f314938e_I20191231", "decimals": "-3", "lang": "en-US", "name": "us-gaap:Goodwill", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R45": { "firstAnchor": { "ancestors": [ "span", "div", "us-gaap:ScheduleofFiniteLivedIntangibleAssetsFutureAmortizationExpenseTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "grwg-20210630.htm", "contextRef": "i8741d4457d8c4aa7a779560b1234bb07_D20210101-20210630", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:AmortizationOfIntangibleAssets", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2428413 - Disclosure - GOODWILL AND INTANGIBLE ASSETS (Details)", "role": "http://www.growgeneration.com/role/GOODWILLANDINTANGIBLEASSETSDetails", "shortName": "GOODWILL AND INTANGIBLE ASSETS (Details)", "subGroupType": "details", "uniqueAnchor": null }, "R46": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfFiniteLivedIntangibleAssetsTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "grwg-20210630.htm", "contextRef": "i9dadd1ea6a854cd1b5112425243c791c_I20210630", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:IntangibleAssetsGrossExcludingGoodwill", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2429414 - Disclosure - GOODWILL AND INTANGIBLE ASSETS - Schedule of intangible assets (Details)", "role": "http://www.growgeneration.com/role/GOODWILLANDINTANGIBLEASSETSScheduleofintangibleassetsDetails", "shortName": "GOODWILL AND INTANGIBLE ASSETS - Schedule of intangible assets (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfFiniteLivedIntangibleAssetsTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "grwg-20210630.htm", "contextRef": "i9dadd1ea6a854cd1b5112425243c791c_I20210630", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:IntangibleAssetsGrossExcludingGoodwill", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R47": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleofFiniteLivedIntangibleAssetsFutureAmortizationExpenseTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "grwg-20210630.htm", "contextRef": "i9dadd1ea6a854cd1b5112425243c791c_I20210630", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:FiniteLivedIntangibleAssetsAmortizationExpenseRemainderOfFiscalYear", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2430415 - Disclosure - GOODWILL AND INTANGIBLE ASSETS - Schedule of future amortization expense (Details)", "role": "http://www.growgeneration.com/role/GOODWILLANDINTANGIBLEASSETSScheduleoffutureamortizationexpenseDetails", "shortName": "GOODWILL AND INTANGIBLE ASSETS - Schedule of future amortization expense (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleofFiniteLivedIntangibleAssetsFutureAmortizationExpenseTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "grwg-20210630.htm", "contextRef": "i9dadd1ea6a854cd1b5112425243c791c_I20210630", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:FiniteLivedIntangibleAssetsAmortizationExpenseRemainderOfFiscalYear", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R48": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "us-gaap:ScheduleOfDebtTableTextBlock", "div", "ix:continuation", "body", "html" ], "baseRef": "grwg-20210630.htm", "contextRef": "i9dadd1ea6a854cd1b5112425243c791c_I20210630", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:LongTermDebt", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2433416 - Disclosure - LONG-TERM DEBT - Schedule of long-term debt (Details)", "role": "http://www.growgeneration.com/role/LONGTERMDEBTScheduleoflongtermdebtDetails", "shortName": "LONG-TERM DEBT - Schedule of long-term debt (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "us-gaap:ScheduleOfDebtTableTextBlock", "div", "ix:continuation", "body", "html" ], "baseRef": "grwg-20210630.htm", "contextRef": "i9dadd1ea6a854cd1b5112425243c791c_I20210630", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:LongTermDebt", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R49": { "firstAnchor": { "ancestors": [ "span", "div", "td", "tr", "table", "us-gaap:ScheduleOfDebtTableTextBlock", "div", "ix:continuation", "body", "html" ], "baseRef": "grwg-20210630.htm", "contextRef": "i9dadd1ea6a854cd1b5112425243c791c_I20210630", "decimals": "-3", "first": true, "lang": "en-US", "name": "grwg:BookValue", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2434417 - Disclosure - LONG-TERM DEBT - Schedule of long-term debt additional details (Details)", "role": "http://www.growgeneration.com/role/LONGTERMDEBTScheduleoflongtermdebtadditionaldetailsDetails", "shortName": "LONG-TERM DEBT - Schedule of long-term debt additional details (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "td", "tr", "table", "us-gaap:ScheduleOfDebtTableTextBlock", "div", "ix:continuation", "body", "html" ], "baseRef": "grwg-20210630.htm", "contextRef": "i9dadd1ea6a854cd1b5112425243c791c_I20210630", "decimals": "-3", "first": true, "lang": "en-US", "name": "grwg:BookValue", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R5": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "grwg-20210630.htm", "contextRef": "i8741d4457d8c4aa7a779560b1234bb07_D20210101-20210630", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:NetIncomeLoss", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "1004005 - Statement - CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)", "role": "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDSTATEMENTOFCASHFLOWSUnaudited", "shortName": "CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "grwg-20210630.htm", "contextRef": "i8741d4457d8c4aa7a779560b1234bb07_D20210101-20210630", "decimals": "-3", "lang": "en-US", "name": "us-gaap:DepreciationAmortizationAndAccretionNet", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R50": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "grwg-20210630.htm", "contextRef": "i9118b57b72b243efa01cd30d88bc49a8_D20210401-20210630", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:InterestIncomeExpenseNonoperatingNet", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2435418 - Disclosure - LONG-TERM DEBT - Narrative (Details)", "role": "http://www.growgeneration.com/role/LONGTERMDEBTNarrativeDetails", "shortName": "LONG-TERM DEBT - Narrative (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "grwg-20210630.htm", "contextRef": "i9118b57b72b243efa01cd30d88bc49a8_D20210401-20210630", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:InterestIncomeExpenseNonoperatingNet", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R51": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "grwg-20210630.htm", "contextRef": "i87e6a757f4304a0f94b6284861f64538_I20210630", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:LesseeOperatingLeaseRemainingLeaseTerm", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2438419 - Disclosure - LEASES - Narrative (Details)", "role": "http://www.growgeneration.com/role/LEASESNarrativeDetails", "shortName": "LEASES - Narrative (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "grwg-20210630.htm", "contextRef": "i87e6a757f4304a0f94b6284861f64538_I20210630", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:LesseeOperatingLeaseRemainingLeaseTerm", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R52": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "grwg-20210630.htm", "contextRef": "i9dadd1ea6a854cd1b5112425243c791c_I20210630", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:OperatingLeaseRightOfUseAsset", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2439420 - Disclosure - LEASES - Schedule of lease balances within our condensed consolidated balance sheet (Details)", "role": "http://www.growgeneration.com/role/LEASESScheduleofleasebalanceswithinourcondensedconsolidatedbalancesheetDetails", "shortName": "LEASES - Schedule of lease balances within our condensed consolidated balance sheet (Details)", "subGroupType": "details", "uniqueAnchor": null }, "R53": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "us-gaap:LeaseCostTableTextBlock", "div", "ix:continuation", "body", "html" ], "baseRef": "grwg-20210630.htm", "contextRef": "i9dadd1ea6a854cd1b5112425243c791c_I20210630", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:OperatingLeaseWeightedAverageRemainingLeaseTerm1", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2440421 - Disclosure - LEASES - Schedule of other information related to leases (Details)", "role": "http://www.growgeneration.com/role/LEASESScheduleofotherinformationrelatedtoleasesDetails", "shortName": "LEASES - Schedule of other information related to leases (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "us-gaap:LeaseCostTableTextBlock", "div", "ix:continuation", "body", "html" ], "baseRef": "grwg-20210630.htm", "contextRef": "i9dadd1ea6a854cd1b5112425243c791c_I20210630", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:OperatingLeaseWeightedAverageRemainingLeaseTerm1", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R54": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "us-gaap:ScheduleOfPropertySubjectToOrAvailableForOperatingLeaseTextBlock", "div", "ix:continuation", "body", "html" ], "baseRef": "grwg-20210630.htm", "contextRef": "i8741d4457d8c4aa7a779560b1234bb07_D20210101-20210630", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:OperatingLeaseCost", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2441422 - Disclosure - LEASES - Schedule of operating lease assets (Details)", "role": "http://www.growgeneration.com/role/LEASESScheduleofoperatingleaseassetsDetails", "shortName": "LEASES - Schedule of operating lease assets (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "us-gaap:ScheduleOfPropertySubjectToOrAvailableForOperatingLeaseTextBlock", "div", "ix:continuation", "body", "html" ], "baseRef": "grwg-20210630.htm", "contextRef": "i8741d4457d8c4aa7a779560b1234bb07_D20210101-20210630", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:OperatingLeaseCost", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R55": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:LesseeOperatingLeaseLiabilityMaturityTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "grwg-20210630.htm", "contextRef": "i9dadd1ea6a854cd1b5112425243c791c_I20210630", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:LesseeOperatingLeaseLiabilityPaymentsRemainderOfFiscalYear", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2442423 - Disclosure - LEASES - Schedule of future minimum rental payments (Details)", "role": "http://www.growgeneration.com/role/LEASESScheduleoffutureminimumrentalpaymentsDetails", "shortName": "LEASES - Schedule of future minimum rental payments (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:LesseeOperatingLeaseLiabilityMaturityTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "grwg-20210630.htm", "contextRef": "i9dadd1ea6a854cd1b5112425243c791c_I20210630", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:LesseeOperatingLeaseLiabilityPaymentsRemainderOfFiscalYear", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R56": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "grwg-20210630.htm", "contextRef": "i40de8b1b4002401ebb636a880a741e20_D20210101-20210630", "decimals": "-5", "first": true, "lang": "en-US", "name": "us-gaap:EmployeeBenefitsAndShareBasedCompensation", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2445424 - Disclosure - SHARE BASED PAYMENTS (Details)", "role": "http://www.growgeneration.com/role/SHAREBASEDPAYMENTSDetails", "shortName": "SHARE BASED PAYMENTS (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "grwg-20210630.htm", "contextRef": "i40de8b1b4002401ebb636a880a741e20_D20210101-20210630", "decimals": "-5", "first": true, "lang": "en-US", "name": "us-gaap:EmployeeBenefitsAndShareBasedCompensation", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R57": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "grwg-20210630.htm", "contextRef": "i8741d4457d8c4aa7a779560b1234bb07_D20210101-20210630", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:ShareBasedCompensation", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2446425 - Disclosure - SHARE BASED PAYMENTS - Schedule of share-based payment expense (Details)", "role": "http://www.growgeneration.com/role/SHAREBASEDPAYMENTSScheduleofsharebasedpaymentexpenseDetails", "shortName": "SHARE BASED PAYMENTS - Schedule of share-based payment expense (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfShareBasedPaymentAwardStockOptionsValuationAssumptionsTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "grwg-20210630.htm", "contextRef": "i31e1183e6a374940a290160e1681cc5a_D20210101-20210630", "decimals": "-3", "lang": "en-US", "name": "us-gaap:ShareBasedCompensation", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R58": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "div", "us-gaap:ScheduleOfShareBasedCompensationStockOptionsActivityTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "grwg-20210630.htm", "contextRef": "i8741d4457d8c4aa7a779560b1234bb07_D20210101-20210630", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodGross", "reportCount": 1, "unitRef": "shares", "xsiNil": "true" }, "groupType": "disclosure", "isDefault": "false", "longName": "2447426 - Disclosure - SHARE BASED PAYMENTS - Schedule of restricted stock activity (Details)", "role": "http://www.growgeneration.com/role/SHAREBASEDPAYMENTSScheduleofrestrictedstockactivityDetails", "shortName": "SHARE BASED PAYMENTS - Schedule of restricted stock activity (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "grwg:ScheduleOfRestrictedStockActivityTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "grwg-20210630.htm", "contextRef": "i1e688105b84f4aeb9ff4cf4c5408b5fd_I20201231", "decimals": "-3", "lang": "en-US", "name": "us-gaap:SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsNonvestedNumberOfShares", "reportCount": 1, "unique": true, "unitRef": "shares", "xsiNil": "false" } }, "R59": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfShareBasedCompensationStockOptionsActivityTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "grwg-20210630.htm", "contextRef": "i024a43dc54294838a802c23c2d27c194_I20201231", "decimals": "0", "first": true, "lang": "en-US", "name": "us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingNumber", "reportCount": 1, "unique": true, "unitRef": "shares", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2448427 - Disclosure - SHARE BASED PAYMENTS - Schedule of stock options (Details)", "role": "http://www.growgeneration.com/role/SHAREBASEDPAYMENTSScheduleofstockoptionsDetails", "shortName": "SHARE BASED PAYMENTS - Schedule of stock options (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfShareBasedCompensationStockOptionsActivityTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "grwg-20210630.htm", "contextRef": "i024a43dc54294838a802c23c2d27c194_I20201231", "decimals": "0", "first": true, "lang": "en-US", "name": "us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingNumber", "reportCount": 1, "unique": true, "unitRef": "shares", "xsiNil": "false" } }, "R6": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "grwg-20210630.htm", "contextRef": "i8741d4457d8c4aa7a779560b1234bb07_D20210101-20210630", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:OrganizationConsolidationAndPresentationOfFinancialStatementsDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2101101 - Disclosure - GENERAL", "role": "http://www.growgeneration.com/role/GENERAL", "shortName": "GENERAL", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "grwg-20210630.htm", "contextRef": "i8741d4457d8c4aa7a779560b1234bb07_D20210101-20210630", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:OrganizationConsolidationAndPresentationOfFinancialStatementsDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R60": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfNonvestedRestrictedStockUnitsActivityTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "grwg-20210630.htm", "contextRef": "i024a43dc54294838a802c23c2d27c194_I20201231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:ClassOfWarrantOrRightOutstanding", "reportCount": 1, "unique": true, "unitRef": "shares", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2449428 - Disclosure - SHARE BASED PAYMENTS - Schedule of company\u2019s outstanding stock purchase warrants (Details)", "role": "http://www.growgeneration.com/role/SHAREBASEDPAYMENTSScheduleofcompanysoutstandingstockpurchasewarrantsDetails", "shortName": "SHARE BASED PAYMENTS - Schedule of company\u2019s outstanding stock purchase warrants (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfNonvestedRestrictedStockUnitsActivityTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "grwg-20210630.htm", "contextRef": "i024a43dc54294838a802c23c2d27c194_I20201231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:ClassOfWarrantOrRightOutstanding", "reportCount": 1, "unique": true, "unitRef": "shares", "xsiNil": "false" } }, "R61": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfWeightedAverageNumberOfSharesTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "grwg-20210630.htm", "contextRef": "i9118b57b72b243efa01cd30d88bc49a8_D20210401-20210630", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:NetIncomeLossAvailableToCommonStockholdersBasic", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2452429 - Disclosure - EARNINGS PER SHARE - Schedule of weighted average shares (denominator) used in the basic and dilutive earnings per share (Details)", "role": "http://www.growgeneration.com/role/EARNINGSPERSHAREScheduleofweightedaveragesharesdenominatorusedinthebasicanddilutiveearningspershareDetails", "shortName": "EARNINGS PER SHARE - Schedule of weighted average shares (denominator) used in the basic and dilutive earnings per share (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfWeightedAverageNumberOfSharesTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "grwg-20210630.htm", "contextRef": "i9118b57b72b243efa01cd30d88bc49a8_D20210401-20210630", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:NetIncomeLossAvailableToCommonStockholdersBasic", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R62": { "firstAnchor": { "ancestors": [ "span", "div", "us-gaap:ScheduleofFiniteLivedIntangibleAssetsFutureAmortizationExpenseTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "grwg-20210630.htm", "contextRef": "i8741d4457d8c4aa7a779560b1234bb07_D20210101-20210630", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:AmortizationOfIntangibleAssets", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2455430 - Disclosure - ACQUISITIONS - Narrative (Details)", "role": "http://www.growgeneration.com/role/ACQUISITIONSNarrativeDetails", "shortName": "ACQUISITIONS - Narrative (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "grwg-20210630.htm", "contextRef": "i5d0790a6c8054777a0be3822ad73065d_D20210125-20210125", "decimals": "-5", "lang": "en-US", "name": "us-gaap:BusinessCombinationConsiderationTransferred1", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R63": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfBusinessAcquisitionsByAcquisitionContingentConsiderationTextBlock", "ix:continuation", "body", "html" ], "baseRef": "grwg-20210630.htm", "contextRef": "i9dadd1ea6a854cd1b5112425243c791c_I20210630", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedInventory", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2456431 - Disclosure - ACQUISITIONS - Schedule of purchase price (Details)", "role": "http://www.growgeneration.com/role/ACQUISITIONSScheduleofpurchasepriceDetails", "shortName": "ACQUISITIONS - Schedule of purchase price (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfBusinessAcquisitionsByAcquisitionContingentConsiderationTextBlock", "ix:continuation", "body", "html" ], "baseRef": "grwg-20210630.htm", "contextRef": "i9dadd1ea6a854cd1b5112425243c791c_I20210630", "decimals": "-3", "lang": "en-US", "name": "us-gaap:BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedLiabilities", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R64": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "grwg-20210630.htm", "contextRef": "i9dadd1ea6a854cd1b5112425243c791c_I20210630", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedCashAndEquivalents", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2457432 - Disclosure - ACQUISITIONS - Schedule of consideration paid (Details)", "role": "http://www.growgeneration.com/role/ACQUISITIONSScheduleofconsiderationpaidDetails", "shortName": "ACQUISITIONS - Schedule of consideration paid (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "grwg-20210630.htm", "contextRef": "i38a83a1dc3c64296bf22b0402022167a_I20210630", "decimals": "-3", "lang": "en-US", "name": "us-gaap:BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedCashAndEquivalents", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R65": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "grwg-20210630.htm", "contextRef": "i27fec9ce9a5d4b14891f8145a342e1a5_D20200226-20200630", "decimals": "-3", "first": true, "lang": "en-US", "name": "grwg:BusinessAcquisitionsRevenue", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2458433 - Disclosure - ACQUISITIONS - Schedule of revenue and earnings included in consolidated income statement (Details)", "role": "http://www.growgeneration.com/role/ACQUISITIONSScheduleofrevenueandearningsincludedinconsolidatedincomestatementDetails", "shortName": "ACQUISITIONS - Schedule of revenue and earnings included in consolidated income statement (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "grwg:ScheduleOfRevenueAndEarningsIncludedInConsolidatedIncomeStatementTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "grwg-20210630.htm", "contextRef": "i8741d4457d8c4aa7a779560b1234bb07_D20210101-20210630", "decimals": "-3", "lang": "en-US", "name": "grwg:BusinessAcquisitionsNetIncome", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R66": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:BusinessAcquisitionProFormaInformationTextBlock", "ix:continuation", "body", "html" ], "baseRef": "grwg-20210630.htm", "contextRef": "i9118b57b72b243efa01cd30d88bc49a8_D20210401-20210630", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:BusinessAcquisitionsProFormaRevenue", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2459434 - Disclosure - ACQUISITIONS - Schedule of pro forma consolidated income statement (Details)", "role": "http://www.growgeneration.com/role/ACQUISITIONSScheduleofproformaconsolidatedincomestatementDetails", "shortName": "ACQUISITIONS - Schedule of pro forma consolidated income statement (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:BusinessAcquisitionProFormaInformationTextBlock", "ix:continuation", "body", "html" ], "baseRef": "grwg-20210630.htm", "contextRef": "i9118b57b72b243efa01cd30d88bc49a8_D20210401-20210630", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:BusinessAcquisitionsProFormaRevenue", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R67": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "grwg-20210630.htm", "contextRef": "i435b2ee863734e7993bb7c4ec7845ea9_I20200630", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedInventory", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2460435 - Disclosure - ACQUISITIONS - H20 Hydroponics LLC and Health & Harvest LLC Acquisitions (Details)", "role": "http://www.growgeneration.com/role/ACQUISITIONSH20HydroponicsLLCandHealthHarvestLLCAcquisitionsDetails", "shortName": "ACQUISITIONS - H20 Hydroponics LLC and Health & Harvest LLC Acquisitions (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "grwg-20210630.htm", "contextRef": "i27fec9ce9a5d4b14891f8145a342e1a5_D20200226-20200630", "decimals": "-3", "lang": "en-US", "name": "grwg:EBusinessAcquisitionsEarnings", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R68": { "firstAnchor": { "ancestors": [ "ix:continuation", "span", "div", "body", "html" ], "baseRef": "grwg-20210630.htm", "contextRef": "i43afa6fcbc2d4f909be3522d07da8d8e_D20210401-20210630", "decimals": "-5", "first": true, "lang": "en-US", "name": "us-gaap:LegalFees", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2462436 - Disclosure - RELATED PARTIES - Narrative (Details)", "role": "http://www.growgeneration.com/role/RELATEDPARTIESNarrativeDetails", "shortName": "RELATED PARTIES - Narrative (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "ix:continuation", "span", "div", "body", "html" ], "baseRef": "grwg-20210630.htm", "contextRef": "i43afa6fcbc2d4f909be3522d07da8d8e_D20210401-20210630", "decimals": "-5", "first": true, "lang": "en-US", "name": "us-gaap:LegalFees", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R69": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "grwg-20210630.htm", "contextRef": "i9dadd1ea6a854cd1b5112425243c791c_I20210630", "decimals": "0", "first": true, "lang": "en-US", "name": "us-gaap:NumberOfStores", "reportCount": 1, "unitRef": "store", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2464437 - Disclosure - SUBSEQUENT EVENTS (Details)", "role": "http://www.growgeneration.com/role/SUBSEQUENTEVENTSDetails", "shortName": "SUBSEQUENT EVENTS (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "grwg-20210630.htm", "contextRef": "i27804383b70c45af82cf36fb7c17e5b5_D20210701-20210701", "decimals": "-5", "lang": "en-US", "name": "us-gaap:BusinessCombinationConsiderationTransferred1", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R7": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "grwg-20210630.htm", "contextRef": "i8741d4457d8c4aa7a779560b1234bb07_D20210101-20210630", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:FairValueDisclosuresTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2104102 - Disclosure - FAIR VALUE MEASUREMENTS", "role": "http://www.growgeneration.com/role/FAIRVALUEMEASUREMENTS", "shortName": "FAIR VALUE MEASUREMENTS", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "grwg-20210630.htm", "contextRef": "i8741d4457d8c4aa7a779560b1234bb07_D20210101-20210630", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:FairValueDisclosuresTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R8": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "grwg-20210630.htm", "contextRef": "i8741d4457d8c4aa7a779560b1234bb07_D20210101-20210630", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:NewAccountingPronouncementsAndChangesInAccountingPrinciplesTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2107103 - Disclosure - RECENT ACCOUNTING PRONOUNCEMENTS", "role": "http://www.growgeneration.com/role/RECENTACCOUNTINGPRONOUNCEMENTS", "shortName": "RECENT ACCOUNTING PRONOUNCEMENTS", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "grwg-20210630.htm", "contextRef": "i8741d4457d8c4aa7a779560b1234bb07_D20210101-20210630", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:NewAccountingPronouncementsAndChangesInAccountingPrinciplesTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R9": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "grwg-20210630.htm", "contextRef": "i8741d4457d8c4aa7a779560b1234bb07_D20210101-20210630", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:RevenueFromContractWithCustomerTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2108104 - Disclosure - REVENUE RECOGNITION", "role": "http://www.growgeneration.com/role/REVENUERECOGNITION", "shortName": "REVENUE RECOGNITION", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "grwg-20210630.htm", "contextRef": "i8741d4457d8c4aa7a779560b1234bb07_D20210101-20210630", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:RevenueFromContractWithCustomerTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } } }, "segmentCount": 57, "tag": { "dei_AmendmentFlag": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.", "label": "Amendment Flag", "terseLabel": "Amendment Flag" } } }, "localname": "AmendmentFlag", "nsuri": "http://xbrl.sec.gov/dei/2021", "presentation": [ "http://www.growgeneration.com/role/Cover" ], "xbrltype": "booleanItemType" }, "dei_CityAreaCode": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Area code of city", "label": "City Area Code", "terseLabel": "City Area Code" } } }, "localname": "CityAreaCode", "nsuri": "http://xbrl.sec.gov/dei/2021", "presentation": [ "http://www.growgeneration.com/role/Cover" ], "xbrltype": "normalizedStringItemType" }, "dei_CoverAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Cover page.", "label": "Cover [Abstract]", "terseLabel": "Cover [Abstract]" } } }, "localname": "CoverAbstract", "nsuri": "http://xbrl.sec.gov/dei/2021", "xbrltype": "stringItemType" }, "dei_CurrentFiscalYearEndDate": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "End date of current fiscal year in the format --MM-DD.", "label": "Current Fiscal Year End Date", "terseLabel": "Current Fiscal Year End Date" } } }, "localname": "CurrentFiscalYearEndDate", "nsuri": "http://xbrl.sec.gov/dei/2021", "presentation": [ "http://www.growgeneration.com/role/Cover" ], "xbrltype": "gMonthDayItemType" }, "dei_DocumentFiscalPeriodFocus": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Fiscal period values are FY, Q1, Q2, and Q3. 1st, 2nd and 3rd quarter 10-Q or 10-QT statements have value Q1, Q2, and Q3 respectively, with 10-K, 10-KT or other fiscal year statements having FY.", "label": "Document Fiscal Period Focus", "terseLabel": "Document Fiscal Period Focus" } } }, "localname": "DocumentFiscalPeriodFocus", "nsuri": "http://xbrl.sec.gov/dei/2021", "presentation": [ "http://www.growgeneration.com/role/Cover" ], "xbrltype": "fiscalPeriodItemType" }, "dei_DocumentFiscalYearFocus": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "This is focus fiscal year of the document report in YYYY format. For a 2006 annual report, which may also provide financial information from prior periods, fiscal 2006 should be given as the fiscal year focus. Example: 2006.", "label": "Document Fiscal Year Focus", "terseLabel": "Document Fiscal Year Focus" } } }, "localname": "DocumentFiscalYearFocus", "nsuri": "http://xbrl.sec.gov/dei/2021", "presentation": [ "http://www.growgeneration.com/role/Cover" ], "xbrltype": "gYearItemType" }, "dei_DocumentPeriodEndDate": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.", "label": "Document Period End Date", "terseLabel": "Document Period End Date" } } }, "localname": "DocumentPeriodEndDate", "nsuri": "http://xbrl.sec.gov/dei/2021", "presentation": [ "http://www.growgeneration.com/role/Cover" ], "xbrltype": "dateItemType" }, "dei_DocumentQuarterlyReport": { "auth_ref": [ "r459" ], "lang": { "en-us": { "role": { "documentation": "Boolean flag that is true only for a form used as an quarterly report.", "label": "Document Quarterly Report", "terseLabel": "Document Quarterly Report" } } }, "localname": "DocumentQuarterlyReport", "nsuri": "http://xbrl.sec.gov/dei/2021", "presentation": [ "http://www.growgeneration.com/role/Cover" ], "xbrltype": "booleanItemType" }, "dei_DocumentTransitionReport": { "auth_ref": [ "r460" ], "lang": { "en-us": { "role": { "documentation": "Boolean flag that is true only for a form used as a transition report.", "label": "Document Transition Report", "terseLabel": "Document Transition Report" } } }, "localname": "DocumentTransitionReport", "nsuri": "http://xbrl.sec.gov/dei/2021", "presentation": [ "http://www.growgeneration.com/role/Cover" ], "xbrltype": "booleanItemType" }, "dei_DocumentType": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.", "label": "Document Type", "terseLabel": "Document Type" } } }, "localname": "DocumentType", "nsuri": "http://xbrl.sec.gov/dei/2021", "presentation": [ "http://www.growgeneration.com/role/Cover" ], "xbrltype": "submissionTypeItemType" }, "dei_EntityAddressAddressLine1": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Address Line 1 such as Attn, Building Name, Street Name", "label": "Entity Address, Address Line One", "terseLabel": "Entity Address, Address Line One" } } }, "localname": "EntityAddressAddressLine1", "nsuri": "http://xbrl.sec.gov/dei/2021", "presentation": [ "http://www.growgeneration.com/role/Cover" ], "xbrltype": "normalizedStringItemType" }, "dei_EntityAddressAddressLine2": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Address Line 2 such as Street or Suite number", "label": "Entity Address, Address Line Two", "terseLabel": "Entity Address, Address Line Two" } } }, "localname": "EntityAddressAddressLine2", "nsuri": "http://xbrl.sec.gov/dei/2021", "presentation": [ "http://www.growgeneration.com/role/Cover" ], "xbrltype": "normalizedStringItemType" }, "dei_EntityAddressCityOrTown": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Name of the City or Town", "label": "Entity Address, City or Town", "terseLabel": "Entity Address, City or Town" } } }, "localname": "EntityAddressCityOrTown", "nsuri": "http://xbrl.sec.gov/dei/2021", "presentation": [ "http://www.growgeneration.com/role/Cover" ], "xbrltype": "normalizedStringItemType" }, "dei_EntityAddressPostalZipCode": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Code for the postal or zip code", "label": "Entity Address, Postal Zip Code", "terseLabel": "Entity Address, Postal Zip Code" } } }, "localname": "EntityAddressPostalZipCode", "nsuri": "http://xbrl.sec.gov/dei/2021", "presentation": [ "http://www.growgeneration.com/role/Cover" ], "xbrltype": "normalizedStringItemType" }, "dei_EntityAddressStateOrProvince": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Name of the state or province.", "label": "Entity Address, State or Province", "terseLabel": "Entity Address, State or Province" } } }, "localname": "EntityAddressStateOrProvince", "nsuri": "http://xbrl.sec.gov/dei/2021", "presentation": [ "http://www.growgeneration.com/role/Cover" ], "xbrltype": "stateOrProvinceItemType" }, "dei_EntityCentralIndexKey": { "auth_ref": [ "r461" ], "lang": { "en-us": { "role": { "documentation": "A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.", "label": "Entity Central Index Key", "terseLabel": "Entity Central Index Key" } } }, "localname": "EntityCentralIndexKey", "nsuri": "http://xbrl.sec.gov/dei/2021", "presentation": [ "http://www.growgeneration.com/role/Cover" ], "xbrltype": "centralIndexKeyItemType" }, "dei_EntityCommonStockSharesOutstanding": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Indicate number of shares or other units outstanding of each of registrant's classes of capital or common stock or other ownership interests, if and as stated on cover of related periodic report. Where multiple classes or units exist define each class/interest by adding class of stock items such as Common Class A [Member], Common Class B [Member] or Partnership Interest [Member] onto the Instrument [Domain] of the Entity Listings, Instrument.", "label": "Entity Common Stock, Shares Outstanding", "terseLabel": "Entity Common Stock, Shares Outstanding" } } }, "localname": "EntityCommonStockSharesOutstanding", "nsuri": "http://xbrl.sec.gov/dei/2021", "presentation": [ "http://www.growgeneration.com/role/Cover" ], "xbrltype": "sharesItemType" }, "dei_EntityCurrentReportingStatus": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Indicate 'Yes' or 'No' whether registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days. This information should be based on the registrant's current or most recent filing containing the related disclosure.", "label": "Entity Current Reporting Status", "terseLabel": "Entity Current Reporting Status" } } }, "localname": "EntityCurrentReportingStatus", "nsuri": "http://xbrl.sec.gov/dei/2021", "presentation": [ "http://www.growgeneration.com/role/Cover" ], "xbrltype": "yesNoItemType" }, "dei_EntityEmergingGrowthCompany": { "auth_ref": [ "r461" ], "lang": { "en-us": { "role": { "documentation": "Indicate if registrant meets the emerging growth company criteria.", "label": "Entity Emerging Growth Company", "terseLabel": "Entity Emerging Growth Company" } } }, "localname": "EntityEmergingGrowthCompany", "nsuri": "http://xbrl.sec.gov/dei/2021", "presentation": [ "http://www.growgeneration.com/role/Cover" ], "xbrltype": "booleanItemType" }, "dei_EntityExTransitionPeriod": { "auth_ref": [ "r463" ], "lang": { "en-us": { "role": { "documentation": "Indicate if an emerging growth company has elected not to use the extended transition period for complying with any new or revised financial accounting standards.", "label": "Entity Ex Transition Period", "terseLabel": "Entity Ex Transition Period" } } }, "localname": "EntityExTransitionPeriod", "nsuri": "http://xbrl.sec.gov/dei/2021", "presentation": [ "http://www.growgeneration.com/role/Cover" ], "xbrltype": "booleanItemType" }, "dei_EntityFileNumber": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.", "label": "Entity File Number", "terseLabel": "Entity File Number" } } }, "localname": "EntityFileNumber", "nsuri": "http://xbrl.sec.gov/dei/2021", "presentation": [ "http://www.growgeneration.com/role/Cover" ], "xbrltype": "fileNumberItemType" }, "dei_EntityFilerCategory": { "auth_ref": [ "r461" ], "lang": { "en-us": { "role": { "documentation": "Indicate whether the registrant is one of the following: Large Accelerated Filer, Accelerated Filer, Non-accelerated Filer. Definitions of these categories are stated in Rule 12b-2 of the Exchange Act. This information should be based on the registrant's current or most recent filing containing the related disclosure.", "label": "Entity Filer Category", "terseLabel": "Entity Filer Category" } } }, "localname": "EntityFilerCategory", "nsuri": "http://xbrl.sec.gov/dei/2021", "presentation": [ "http://www.growgeneration.com/role/Cover" ], "xbrltype": "filerCategoryItemType" }, "dei_EntityIncorporationStateCountryCode": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Two-character EDGAR code representing the state or country of incorporation.", "label": "Entity Incorporation, State or Country Code", "terseLabel": "Entity Incorporation, State or Country Code" } } }, "localname": "EntityIncorporationStateCountryCode", "nsuri": "http://xbrl.sec.gov/dei/2021", "presentation": [ "http://www.growgeneration.com/role/Cover" ], "xbrltype": "edgarStateCountryItemType" }, "dei_EntityInteractiveDataCurrent": { "auth_ref": [ "r462" ], "lang": { "en-us": { "role": { "documentation": "Boolean flag that is true when the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).", "label": "Entity Interactive Data Current", "terseLabel": "Entity Interactive Data Current" } } }, "localname": "EntityInteractiveDataCurrent", "nsuri": "http://xbrl.sec.gov/dei/2021", "presentation": [ "http://www.growgeneration.com/role/Cover" ], "xbrltype": "yesNoItemType" }, "dei_EntityRegistrantName": { "auth_ref": [ "r461" ], "lang": { "en-us": { "role": { "documentation": "The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.", "label": "Entity Registrant Name", "terseLabel": "Entity Registrant Name" } } }, "localname": "EntityRegistrantName", "nsuri": "http://xbrl.sec.gov/dei/2021", "presentation": [ "http://www.growgeneration.com/role/Cover" ], "xbrltype": "normalizedStringItemType" }, "dei_EntityShellCompany": { "auth_ref": [ "r461" ], "lang": { "en-us": { "role": { "documentation": "Boolean flag that is true when the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act.", "label": "Entity Shell Company", "terseLabel": "Entity Shell Company" } } }, "localname": "EntityShellCompany", "nsuri": "http://xbrl.sec.gov/dei/2021", "presentation": [ "http://www.growgeneration.com/role/Cover" ], "xbrltype": "booleanItemType" }, "dei_EntitySmallBusiness": { "auth_ref": [ "r461" ], "lang": { "en-us": { "role": { "documentation": "Indicates that the company is a Smaller Reporting Company (SRC).", "label": "Entity Small Business", "terseLabel": "Entity Small Business" } } }, "localname": "EntitySmallBusiness", "nsuri": "http://xbrl.sec.gov/dei/2021", "presentation": [ "http://www.growgeneration.com/role/Cover" ], "xbrltype": "booleanItemType" }, "dei_EntityTaxIdentificationNumber": { "auth_ref": [ "r461" ], "lang": { "en-us": { "role": { "documentation": "The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.", "label": "Entity Tax Identification Number", "terseLabel": "Entity Tax Identification Number" } } }, "localname": "EntityTaxIdentificationNumber", "nsuri": "http://xbrl.sec.gov/dei/2021", "presentation": [ "http://www.growgeneration.com/role/Cover" ], "xbrltype": "employerIdItemType" }, "dei_LocalPhoneNumber": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Local phone number for entity.", "label": "Local Phone Number", "terseLabel": "Local Phone Number" } } }, "localname": "LocalPhoneNumber", "nsuri": "http://xbrl.sec.gov/dei/2021", "presentation": [ "http://www.growgeneration.com/role/Cover" ], "xbrltype": "normalizedStringItemType" }, "dei_Security12bTitle": { "auth_ref": [ "r457" ], "lang": { "en-us": { "role": { "documentation": "Title of a 12(b) registered security.", "label": "Title of 12(b) Security", "terseLabel": "Title of 12(b) Security" } } }, "localname": "Security12bTitle", "nsuri": "http://xbrl.sec.gov/dei/2021", "presentation": [ "http://www.growgeneration.com/role/Cover" ], "xbrltype": "securityTitleItemType" }, "dei_SecurityExchangeName": { "auth_ref": [ "r458" ], "lang": { "en-us": { "role": { "documentation": "Name of the Exchange on which a security is registered.", "label": "Security Exchange Name", "terseLabel": "Security Exchange Name" } } }, "localname": "SecurityExchangeName", "nsuri": "http://xbrl.sec.gov/dei/2021", "presentation": [ "http://www.growgeneration.com/role/Cover" ], "xbrltype": "edgarExchangeCodeItemType" }, "dei_TradingSymbol": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Trading symbol of an instrument as listed on an exchange.", "label": "Trading Symbol", "terseLabel": "Trading Symbol" } } }, "localname": "TradingSymbol", "nsuri": "http://xbrl.sec.gov/dei/2021", "presentation": [ "http://www.growgeneration.com/role/Cover" ], "xbrltype": "tradingSymbolItemType" }, "grwg_AcquiredGoodwill": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Acquired goodwill.", "label": "Acquired Goodwill", "terseLabel": "Acquired goodwill" } } }, "localname": "AcquiredGoodwill", "nsuri": "http://www.growgeneration.com/20210630", "presentation": [ "http://www.growgeneration.com/role/ACQUISITIONSNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "grwg_AcquisitionsDetailsLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Acquisitions (Details) [Line Items]", "terseLabel": "Acquisitions (Details) [Line Items]" } } }, "localname": "AcquisitionsDetailsLineItems", "nsuri": "http://www.growgeneration.com/20210630", "presentation": [ "http://www.growgeneration.com/role/ACQUISITIONSNarrativeDetails" ], "xbrltype": "stringItemType" }, "grwg_AcquisitionsDetailsScheduleofrevenueandearningsincludedinconsolidatedincomestatementLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Acquisitions (Details) - Schedule of revenue and earnings included in consolidated income statement [Line Items]", "terseLabel": "Acquisitions (Details) - Schedule of revenue and earnings included in consolidated income statement [Line Items]" } } }, "localname": "AcquisitionsDetailsScheduleofrevenueandearningsincludedinconsolidatedincomestatementLineItems", "nsuri": "http://www.growgeneration.com/20210630", "presentation": [ "http://www.growgeneration.com/role/ACQUISITIONSScheduleofrevenueandearningsincludedinconsolidatedincomestatementDetails" ], "xbrltype": "stringItemType" }, "grwg_AcquisitionsDetailsScheduleofrevenueandearningsincludedinconsolidatedincomestatementTable": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Acquisitions (Details) - Schedule of revenue and earnings included in consolidated income statement [Table]", "terseLabel": "Acquisitions (Details) - Schedule of revenue and earnings included in consolidated income statement [Table]" } } }, "localname": "AcquisitionsDetailsScheduleofrevenueandearningsincludedinconsolidatedincomestatementTable", "nsuri": "http://www.growgeneration.com/20210630", "presentation": [ "http://www.growgeneration.com/role/ACQUISITIONSScheduleofrevenueandearningsincludedinconsolidatedincomestatementDetails" ], "xbrltype": "stringItemType" }, "grwg_AcquisitionsDetailsTable": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Acquisitions (Details) [Table]", "terseLabel": "Acquisitions (Details) [Table]" } } }, "localname": "AcquisitionsDetailsTable", "nsuri": "http://www.growgeneration.com/20210630", "presentation": [ "http://www.growgeneration.com/role/ACQUISITIONSNarrativeDetails" ], "xbrltype": "stringItemType" }, "grwg_AdjustedCostBasisMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "AdjustedCostBasisMember", "terseLabel": "Adjusted Cost Basis" } } }, "localname": "AdjustedCostBasisMember", "nsuri": "http://www.growgeneration.com/20210630", "presentation": [ "http://www.growgeneration.com/role/INVESTMENTSScheduleofinvestmentsavailableforsalessecuritiesDetails" ], "xbrltype": "domainItemType" }, "grwg_AgronLLCMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "AgronLLC [Member]", "terseLabel": "Agron, LLC" } } }, "localname": "AgronLLCMember", "nsuri": "http://www.growgeneration.com/20210630", "presentation": [ "http://www.growgeneration.com/role/ACQUISITIONSNarrativeDetails" ], "xbrltype": "domainItemType" }, "grwg_AgronMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Agron [Member]", "terseLabel": "Agron" } } }, "localname": "AgronMember", "nsuri": "http://www.growgeneration.com/20210630", "presentation": [ "http://www.growgeneration.com/role/ACQUISITIONSScheduleofconsiderationpaidDetails", "http://www.growgeneration.com/role/ACQUISITIONSScheduleofpurchasepriceDetails", "http://www.growgeneration.com/role/ACQUISITIONSScheduleofrevenueandearningsincludedinconsolidatedincomestatementDetails" ], "xbrltype": "domainItemType" }, "grwg_AquaSereneMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Aqua Serene", "label": "Aqua Serene [Member]", "terseLabel": "Aqua Serene" } } }, "localname": "AquaSereneMember", "nsuri": "http://www.growgeneration.com/20210630", "presentation": [ "http://www.growgeneration.com/role/SUBSEQUENTEVENTSDetails" ], "xbrltype": "domainItemType" }, "grwg_AquariusMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Aquarius [Member]", "terseLabel": "Aquarius" } } }, "localname": "AquariusMember", "nsuri": "http://www.growgeneration.com/20210630", "presentation": [ "http://www.growgeneration.com/role/ACQUISITIONSNarrativeDetails", "http://www.growgeneration.com/role/ACQUISITIONSScheduleofconsiderationpaidDetails", "http://www.growgeneration.com/role/ACQUISITIONSScheduleofpurchasepriceDetails", "http://www.growgeneration.com/role/ACQUISITIONSScheduleofrevenueandearningsincludedinconsolidatedincomestatementDetails" ], "xbrltype": "domainItemType" }, "grwg_AssetsAcquiredByIssuanceOfCommonStock": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Assets Acquired By Issuance Of Common Stock", "label": "Assets Acquired By Issuance Of Common Stock", "terseLabel": "Assets acquired by issuance of common stock" } } }, "localname": "AssetsAcquiredByIssuanceOfCommonStock", "nsuri": "http://www.growgeneration.com/20210630", "presentation": [ "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDSTATEMENTOFCASHFLOWSUnaudited" ], "xbrltype": "monetaryItemType" }, "grwg_BookValue": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Book value of equipment.", "label": "Book Value", "terseLabel": "Book value" } } }, "localname": "BookValue", "nsuri": "http://www.growgeneration.com/20210630", "presentation": [ "http://www.growgeneration.com/role/LONGTERMDEBTScheduleoflongtermdebtadditionaldetailsDetails" ], "xbrltype": "monetaryItemType" }, "grwg_BusinessAcquisitionsNetIncome": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "label": "Business Acquisitions Net Income", "terseLabel": "Net Income" } } }, "localname": "BusinessAcquisitionsNetIncome", "nsuri": "http://www.growgeneration.com/20210630", "presentation": [ "http://www.growgeneration.com/role/ACQUISITIONSScheduleofrevenueandearningsincludedinconsolidatedincomestatementDetails" ], "xbrltype": "monetaryItemType" }, "grwg_BusinessAcquisitionsRevenue": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "label": "Business Acquisitions Revenue", "terseLabel": "Revenue" } } }, "localname": "BusinessAcquisitionsRevenue", "nsuri": "http://www.growgeneration.com/20210630", "presentation": [ "http://www.growgeneration.com/role/ACQUISITIONSH20HydroponicsLLCandHealthHarvestLLCAcquisitionsDetails", "http://www.growgeneration.com/role/ACQUISITIONSScheduleofrevenueandearningsincludedinconsolidatedincomestatementDetails" ], "xbrltype": "monetaryItemType" }, "grwg_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedCurrentAssetsStock": { "auth_ref": [], "calculation": { "http://www.growgeneration.com/role/ACQUISITIONSScheduleofconsiderationpaidDetails": { "order": 1.0, "parentTag": "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredGoodwillAndLiabilitiesAssumedNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "label": "Business Combination Recognized Identifiable Assets Acquired And Liabilities Assumed Current Assets Stock", "terseLabel": "Common stock" } } }, "localname": "BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedCurrentAssetsStock", "nsuri": "http://www.growgeneration.com/20210630", "presentation": [ "http://www.growgeneration.com/role/ACQUISITIONSH20HydroponicsLLCandHealthHarvestLLCAcquisitionsDetails", "http://www.growgeneration.com/role/ACQUISITIONSScheduleofconsiderationpaidDetails" ], "xbrltype": "monetaryItemType" }, "grwg_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedCustomerRelationships": { "auth_ref": [], "calculation": { "http://www.growgeneration.com/role/ACQUISITIONSH20HydroponicsLLCandHealthHarvestLLCAcquisitionsDetails": { "order": 9.0, "parentTag": "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedNet", "weight": 1.0 }, "http://www.growgeneration.com/role/ACQUISITIONSScheduleofpurchasepriceDetails": { "order": 9.0, "parentTag": "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredGoodwillAndLiabilitiesAssumedNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "label": "Business Combination Recognized Identifiable Assets Acquired And Liabilities Assumed Customer Relationships", "terseLabel": "Customer relationships" } } }, "localname": "BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedCustomerRelationships", "nsuri": "http://www.growgeneration.com/20210630", "presentation": [ "http://www.growgeneration.com/role/ACQUISITIONSH20HydroponicsLLCandHealthHarvestLLCAcquisitionsDetails", "http://www.growgeneration.com/role/ACQUISITIONSScheduleofpurchasepriceDetails" ], "xbrltype": "monetaryItemType" }, "grwg_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedGoodwill": { "auth_ref": [], "calculation": { "http://www.growgeneration.com/role/ACQUISITIONSH20HydroponicsLLCandHealthHarvestLLCAcquisitionsDetails": { "order": 2.0, "parentTag": "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedNet", "weight": 1.0 }, "http://www.growgeneration.com/role/ACQUISITIONSScheduleofpurchasepriceDetails": { "order": 3.0, "parentTag": "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredGoodwillAndLiabilitiesAssumedNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "label": "Business Combination Recognized Identifiable Assets Acquired And Liabilities Assumed Goodwill", "terseLabel": "Goodwill" } } }, "localname": "BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedGoodwill", "nsuri": "http://www.growgeneration.com/20210630", "presentation": [ "http://www.growgeneration.com/role/ACQUISITIONSH20HydroponicsLLCandHealthHarvestLLCAcquisitionsDetails", "http://www.growgeneration.com/role/ACQUISITIONSScheduleofpurchasepriceDetails" ], "xbrltype": "monetaryItemType" }, "grwg_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedIntellectualProperty": { "auth_ref": [], "calculation": { "http://www.growgeneration.com/role/ACQUISITIONSScheduleofpurchasepriceDetails": { "order": 2.0, "parentTag": "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredGoodwillAndLiabilitiesAssumedNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Business Combination, Recognized Identifiable Assets Acquired And Liabilities Assumed, Intellectual Property", "label": "Business Combination, Recognized Identifiable Assets Acquired And Liabilities Assumed, Intellectual Property", "terseLabel": "Intellectual property" } } }, "localname": "BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedIntellectualProperty", "nsuri": "http://www.growgeneration.com/20210630", "presentation": [ "http://www.growgeneration.com/role/ACQUISITIONSScheduleofpurchasepriceDetails" ], "xbrltype": "monetaryItemType" }, "grwg_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedNoncompete": { "auth_ref": [], "calculation": { "http://www.growgeneration.com/role/ACQUISITIONSH20HydroponicsLLCandHealthHarvestLLCAcquisitionsDetails": { "order": 1.0, "parentTag": "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedNet", "weight": 1.0 }, "http://www.growgeneration.com/role/ACQUISITIONSScheduleofpurchasepriceDetails": { "order": 8.0, "parentTag": "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredGoodwillAndLiabilitiesAssumedNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "label": "Business Combination Recognized Identifiable Assets Acquired And Liabilities Assumed Noncompete", "terseLabel": "Non-compete" } } }, "localname": "BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedNoncompete", "nsuri": "http://www.growgeneration.com/20210630", "presentation": [ "http://www.growgeneration.com/role/ACQUISITIONSH20HydroponicsLLCandHealthHarvestLLCAcquisitionsDetails", "http://www.growgeneration.com/role/ACQUISITIONSScheduleofpurchasepriceDetails" ], "xbrltype": "monetaryItemType" }, "grwg_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedOperatingLeaseLiability": { "auth_ref": [], "calculation": { "http://www.growgeneration.com/role/ACQUISITIONSScheduleofpurchasepriceDetails": { "order": 11.0, "parentTag": "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredGoodwillAndLiabilitiesAssumedNet", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Operating lease liability.", "label": "Business Combination Recognized Identifiable Assets Acquired And Liabilities Assumed Operating Lease Liability", "negatedTerseLabel": "Operating lease liability" } } }, "localname": "BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedOperatingLeaseLiability", "nsuri": "http://www.growgeneration.com/20210630", "presentation": [ "http://www.growgeneration.com/role/ACQUISITIONSScheduleofpurchasepriceDetails" ], "xbrltype": "monetaryItemType" }, "grwg_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedOperatingLeaseRightToUseAsset": { "auth_ref": [], "calculation": { "http://www.growgeneration.com/role/ACQUISITIONSScheduleofpurchasepriceDetails": { "order": 1.0, "parentTag": "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredGoodwillAndLiabilitiesAssumedNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Operating lease right to use asset", "label": "Business Combination Recognized Identifiable Assets Acquired And Liabilities Assumed Operating Lease Right To Use Asset", "terseLabel": "Operating lease right to use asset" } } }, "localname": "BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedOperatingLeaseRightToUseAsset", "nsuri": "http://www.growgeneration.com/20210630", "presentation": [ "http://www.growgeneration.com/role/ACQUISITIONSScheduleofpurchasepriceDetails" ], "xbrltype": "monetaryItemType" }, "grwg_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedTradeName": { "auth_ref": [], "calculation": { "http://www.growgeneration.com/role/ACQUISITIONSH20HydroponicsLLCandHealthHarvestLLCAcquisitionsDetails": { "order": 3.0, "parentTag": "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedNet", "weight": 1.0 }, "http://www.growgeneration.com/role/ACQUISITIONSScheduleofpurchasepriceDetails": { "order": 7.0, "parentTag": "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredGoodwillAndLiabilitiesAssumedNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "label": "Business Combination Recognized Identifiable Assets Acquired And Liabilities Assumed Trade Name", "terseLabel": "Trade name" } } }, "localname": "BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedTradeName", "nsuri": "http://www.growgeneration.com/20210630", "presentation": [ "http://www.growgeneration.com/role/ACQUISITIONSH20HydroponicsLLCandHealthHarvestLLCAcquisitionsDetails", "http://www.growgeneration.com/role/ACQUISITIONSScheduleofpurchasepriceDetails" ], "xbrltype": "monetaryItemType" }, "grwg_BusinessCombinationRecognizedIdentifiableAssetsAcquiredGoodwillAndLiabilitiesAssumedNetLeaseLiability": { "auth_ref": [], "calculation": { "http://www.growgeneration.com/role/ACQUISITIONSH20HydroponicsLLCandHealthHarvestLLCAcquisitionsDetails": { "order": 6.0, "parentTag": "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedNet", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "label": "Business Combination Recognized Identifiable Assets Acquired Goodwill And Liabilities Assumed Net Lease Liability", "negatedTerseLabel": "Lease liability" } } }, "localname": "BusinessCombinationRecognizedIdentifiableAssetsAcquiredGoodwillAndLiabilitiesAssumedNetLeaseLiability", "nsuri": "http://www.growgeneration.com/20210630", "presentation": [ "http://www.growgeneration.com/role/ACQUISITIONSH20HydroponicsLLCandHealthHarvestLLCAcquisitionsDetails" ], "xbrltype": "monetaryItemType" }, "grwg_BusinessCombinationRecognizedIdentifiableAssetsAcquiredGoodwillAndLiabilitiesAssumedNetRightToUseAsset": { "auth_ref": [], "calculation": { "http://www.growgeneration.com/role/ACQUISITIONSH20HydroponicsLLCandHealthHarvestLLCAcquisitionsDetails": { "order": 5.0, "parentTag": "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "label": "Business Combination Recognized Identifiable Assets Acquired Goodwill And Liabilities Assumed Net Right To Use Asset", "terseLabel": "Right to use asset" } } }, "localname": "BusinessCombinationRecognizedIdentifiableAssetsAcquiredGoodwillAndLiabilitiesAssumedNetRightToUseAsset", "nsuri": "http://www.growgeneration.com/20210630", "presentation": [ "http://www.growgeneration.com/role/ACQUISITIONSH20HydroponicsLLCandHealthHarvestLLCAcquisitionsDetails" ], "xbrltype": "monetaryItemType" }, "grwg_CapitalizedsoftwareMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Capitalizedsoftware [Member]", "terseLabel": "Capitalized software" } } }, "localname": "CapitalizedsoftwareMember", "nsuri": "http://www.growgeneration.com/20210630", "presentation": [ "http://www.growgeneration.com/role/GOODWILLANDINTANGIBLEASSETSScheduleofintangibleassetsDetails" ], "xbrltype": "domainItemType" }, "grwg_ChangesInOperatingAssetsAndLiabilitiesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "ChangesInOperatingAssetsAndLiabilitiesAbstract", "terseLabel": "Changes in operating assets and liabilities:" } } }, "localname": "ChangesInOperatingAssetsAndLiabilitiesAbstract", "nsuri": "http://www.growgeneration.com/20210630", "presentation": [ "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDSTATEMENTOFCASHFLOWSUnaudited" ], "xbrltype": "stringItemType" }, "grwg_CharcoirCorporationMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "CharcoirCorporation [Member]", "terseLabel": "Charcoir Corporation" } } }, "localname": "CharcoirCorporationMember", "nsuri": "http://www.growgeneration.com/20210630", "presentation": [ "http://www.growgeneration.com/role/ACQUISITIONSNarrativeDetails" ], "xbrltype": "domainItemType" }, "grwg_CharcoirMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Charcoir [Member]", "terseLabel": "Charcoir" } } }, "localname": "CharcoirMember", "nsuri": "http://www.growgeneration.com/20210630", "presentation": [ "http://www.growgeneration.com/role/ACQUISITIONSScheduleofconsiderationpaidDetails", "http://www.growgeneration.com/role/ACQUISITIONSScheduleofpurchasepriceDetails", "http://www.growgeneration.com/role/ACQUISITIONSScheduleofrevenueandearningsincludedinconsolidatedincomestatementDetails" ], "xbrltype": "domainItemType" }, "grwg_CommonStockIssuedForAccruedPayroll": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Common Stock Issued For Accrued Payroll", "label": "Common Stock Issued For Accrued Payroll", "terseLabel": "Common stock issued for accrued payroll" } } }, "localname": "CommonStockIssuedForAccruedPayroll", "nsuri": "http://www.growgeneration.com/20210630", "presentation": [ "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDSTATEMENTOFCASHFLOWSUnaudited" ], "xbrltype": "monetaryItemType" }, "grwg_CommonStockIssuedForShareBasedCompensation": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "label": "Common Stock Issued For Share Based Compensation", "terseLabel": "Common stock issued for share based compensation" } } }, "localname": "CommonStockIssuedForShareBasedCompensation", "nsuri": "http://www.growgeneration.com/20210630", "presentation": [ "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDSTATEMENTSOFSTOCKHOLDERSEQUITYUnaudited" ], "xbrltype": "monetaryItemType" }, "grwg_CommonStockIssuedForShareBasedCompensationInShares": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Common Stock Issued For Share Based Compensation In Shares", "terseLabel": "Common stock issued for share based compensation (in shares)" } } }, "localname": "CommonStockIssuedForShareBasedCompensationInShares", "nsuri": "http://www.growgeneration.com/20210630", "presentation": [ "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDSTATEMENTSOFSTOCKHOLDERSEQUITYUnaudited" ], "xbrltype": "sharesItemType" }, "grwg_CommonStockIssuedInConnectionWithBusinessCombinations": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "label": "Common Stock Issued In Connection With Business Combinations", "terseLabel": "Common stock issued in connection with business combinations" } } }, "localname": "CommonStockIssuedInConnectionWithBusinessCombinations", "nsuri": "http://www.growgeneration.com/20210630", "presentation": [ "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDSTATEMENTSOFSTOCKHOLDERSEQUITYUnaudited" ], "xbrltype": "monetaryItemType" }, "grwg_CommonStockIssuedInSharesConnectionWithBusinessCombinationsInShares": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Common Stock Issued In Shares Connection With Business Combinations In Shares", "terseLabel": "Common stock issued in connection with business combinations (in shares)" } } }, "localname": "CommonStockIssuedInSharesConnectionWithBusinessCombinationsInShares", "nsuri": "http://www.growgeneration.com/20210630", "presentation": [ "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDSTATEMENTSOFSTOCKHOLDERSEQUITYUnaudited" ], "xbrltype": "sharesItemType" }, "grwg_CommonStockIssuedUponCashlessExerciseOfOptions": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "label": "Common Stock Issued Upon Cashless Exercise Of Options", "terseLabel": "Common stock issued upon cashless exercise of options" } } }, "localname": "CommonStockIssuedUponCashlessExerciseOfOptions", "nsuri": "http://www.growgeneration.com/20210630", "presentation": [ "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDSTATEMENTSOFSTOCKHOLDERSEQUITYUnaudited" ], "xbrltype": "monetaryItemType" }, "grwg_CommonStockIssuedUponCashlessWarrantExercise": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "label": "Common Stock Issued Upon Cashless Warrant Exercise", "terseLabel": "Common stock issued upon cashless warrant exercise" } } }, "localname": "CommonStockIssuedUponCashlessWarrantExercise", "nsuri": "http://www.growgeneration.com/20210630", "presentation": [ "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDSTATEMENTSOFSTOCKHOLDERSEQUITYUnaudited" ], "xbrltype": "monetaryItemType" }, "grwg_CommonStockIssuedUponSharesCashlessExerciseOfOptions": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Common Stock Issued Upon Shares Cashless Exercise Of Options", "terseLabel": "Common stock issued upon cashless exercise of options (in shares)" } } }, "localname": "CommonStockIssuedUponSharesCashlessExerciseOfOptions", "nsuri": "http://www.growgeneration.com/20210630", "presentation": [ "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDSTATEMENTSOFSTOCKHOLDERSEQUITYUnaudited" ], "xbrltype": "sharesItemType" }, "grwg_CommonStockIssuedUponSharesCashlessWarrantExercise": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Common Stock Issued Upon Shares Cashless Warrant Exercise", "terseLabel": "Common stock issued upon cashless warrant exercise (in shares)" } } }, "localname": "CommonStockIssuedUponSharesCashlessWarrantExercise", "nsuri": "http://www.growgeneration.com/20210630", "presentation": [ "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDSTATEMENTSOFSTOCKHOLDERSEQUITYUnaudited" ], "xbrltype": "sharesItemType" }, "grwg_CommonStockRedeemedInLitigationSettlement": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "label": "Common Stock Redeemed In Litigation Settlement", "terseLabel": "Common stock redeemed in litigation settlement" } } }, "localname": "CommonStockRedeemedInLitigationSettlement", "nsuri": "http://www.growgeneration.com/20210630", "presentation": [ "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDSTATEMENTSOFSTOCKHOLDERSEQUITYUnaudited" ], "xbrltype": "monetaryItemType" }, "grwg_CommonStockRedeemedInLitigationSettlementInShares": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Common Stock Redeemed In Litigation Settlement In Shares", "negatedTerseLabel": "Common stock redeemed in litigation settlement (in shares)" } } }, "localname": "CommonStockRedeemedInLitigationSettlementInShares", "nsuri": "http://www.growgeneration.com/20210630", "presentation": [ "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDSTATEMENTSOFSTOCKHOLDERSEQUITYUnaudited" ], "xbrltype": "sharesItemType" }, "grwg_ConsolidatedMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Consolidated [Member]", "terseLabel": "Consolidated" } } }, "localname": "ConsolidatedMember", "nsuri": "http://www.growgeneration.com/20210630", "presentation": [ "http://www.growgeneration.com/role/ACQUISITIONSScheduleofproformaconsolidatedincomestatementDetails" ], "xbrltype": "domainItemType" }, "grwg_ContractWithCustomerDepositLiability": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "label": "Contract With Customer Deposit Liability", "periodEndLabel": "Closing balance", "periodStartLabel": "Opening balance" } } }, "localname": "ContractWithCustomerDepositLiability", "nsuri": "http://www.growgeneration.com/20210630", "presentation": [ "http://www.growgeneration.com/role/REVENUERECOGNITIONScheduleofcustomertradereceivablesandcustomerdepositliabilityDetails" ], "xbrltype": "monetaryItemType" }, "grwg_CustomerDepositLiabilityMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Customer Deposit Liability [Member]", "terseLabel": "Customer Deposit Liability" } } }, "localname": "CustomerDepositLiabilityMember", "nsuri": "http://www.growgeneration.com/20210630", "presentation": [ "http://www.growgeneration.com/role/REVENUERECOGNITIONScheduleofcustomertradereceivablesandcustomerdepositliabilityDetails" ], "xbrltype": "domainItemType" }, "grwg_DistributionMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Distribution [Member]", "terseLabel": "Distribution" } } }, "localname": "DistributionMember", "nsuri": "http://www.growgeneration.com/20210630", "presentation": [ "http://www.growgeneration.com/role/REVENUERECOGNITIONScheduleofdisaggregationofrevenuesDetails" ], "xbrltype": "domainItemType" }, "grwg_DownRiverHydroMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Down River Hydro", "label": "Down River Hydro [Member]", "terseLabel": "Down River Hydro" } } }, "localname": "DownRiverHydroMember", "nsuri": "http://www.growgeneration.com/20210630", "presentation": [ "http://www.growgeneration.com/role/ACQUISITIONSNarrativeDetails", "http://www.growgeneration.com/role/ACQUISITIONSScheduleofconsiderationpaidDetails", "http://www.growgeneration.com/role/ACQUISITIONSScheduleofpurchasepriceDetails", "http://www.growgeneration.com/role/ACQUISITIONSScheduleofrevenueandearningsincludedinconsolidatedincomestatementDetails" ], "xbrltype": "domainItemType" }, "grwg_EBusinessAcquisitionsEarnings": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "label": "E Business Acquisitions Earnings", "terseLabel": "Earnings" } } }, "localname": "EBusinessAcquisitionsEarnings", "nsuri": "http://www.growgeneration.com/20210630", "presentation": [ "http://www.growgeneration.com/role/ACQUISITIONSH20HydroponicsLLCandHealthHarvestLLCAcquisitionsDetails" ], "xbrltype": "monetaryItemType" }, "grwg_EcommerceSalesMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Ecommerce Sales [Member]", "terseLabel": "E-commerce sales" } } }, "localname": "EcommerceSalesMember", "nsuri": "http://www.growgeneration.com/20210630", "presentation": [ "http://www.growgeneration.com/role/REVENUERECOGNITIONScheduleofdisaggregationofrevenuesDetails" ], "xbrltype": "domainItemType" }, "grwg_EffectOfDilutiveOutstandingWarrantsAndStockOptions": { "auth_ref": [], "calculation": { "http://www.growgeneration.com/role/EARNINGSPERSHAREScheduleofweightedaveragesharesdenominatorusedinthebasicanddilutiveearningspershareDetails": { "order": 1.0, "parentTag": "us-gaap_WeightedAverageNumberDilutedSharesOutstandingAdjustment", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "Effect of dilutive common stock equivalents.", "label": "Effect Of Dilutive Outstanding Warrants And Stock Options", "terseLabel": "Effect of dilution (in shares)" } } }, "localname": "EffectOfDilutiveOutstandingWarrantsAndStockOptions", "nsuri": "http://www.growgeneration.com/20210630", "presentation": [ "http://www.growgeneration.com/role/EARNINGSPERSHAREScheduleofweightedaveragesharesdenominatorusedinthebasicanddilutiveearningspershareDetails" ], "xbrltype": "sharesItemType" }, "grwg_FairValueDisclosureNotesReceivableImpaired": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "It represents of fair value disclosure notes receivable impaired.", "label": "Fair Value Disclosure Notes Receivable Impaired", "terseLabel": "Notes receivable impaired" } } }, "localname": "FairValueDisclosureNotesReceivableImpaired", "nsuri": "http://www.growgeneration.com/20210630", "presentation": [ "http://www.growgeneration.com/role/FAIRVALUEMEASUREMENTSScheduleoffairvalueofimpairednotesreceivableDetails" ], "xbrltype": "monetaryItemType" }, "grwg_FiniteLivedIntangibleAssetExpectedAmortizationAfterYearFour": { "auth_ref": [], "calculation": { "http://www.growgeneration.com/role/GOODWILLANDINTANGIBLEASSETSScheduleoffutureamortizationexpenseDetails": { "order": 2.0, "parentTag": "us-gaap_FiniteLivedIntangibleAssetsNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Finite-Lived Intangible Asset, Expected Amortization, after Year Four", "label": "Finite-Lived Intangible Asset, Expected Amortization, after Year Four", "terseLabel": "Thereafter" } } }, "localname": "FiniteLivedIntangibleAssetExpectedAmortizationAfterYearFour", "nsuri": "http://www.growgeneration.com/20210630", "presentation": [ "http://www.growgeneration.com/role/GOODWILLANDINTANGIBLEASSETSScheduleoffutureamortizationexpenseDetails" ], "xbrltype": "monetaryItemType" }, "grwg_GoodwillAdditions": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "It represents of goodwill additions.", "label": "Goodwill Additions", "terseLabel": "Goodwill additions and measurement period adjustments" } } }, "localname": "GoodwillAdditions", "nsuri": "http://www.growgeneration.com/20210630", "presentation": [ "http://www.growgeneration.com/role/GOODWILLANDINTANGIBLEASSETSScheduleofgoodwillDetails" ], "xbrltype": "monetaryItemType" }, "grwg_GrowDepotMaineMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "GrowDepotMaine [Member]", "terseLabel": "Grow Depot Maine" } } }, "localname": "GrowDepotMaineMember", "nsuri": "http://www.growgeneration.com/20210630", "presentation": [ "http://www.growgeneration.com/role/ACQUISITIONSNarrativeDetails", "http://www.growgeneration.com/role/ACQUISITIONSScheduleofconsiderationpaidDetails", "http://www.growgeneration.com/role/ACQUISITIONSScheduleofpurchasepriceDetails", "http://www.growgeneration.com/role/ACQUISITIONSScheduleofrevenueandearningsincludedinconsolidatedincomestatementDetails" ], "xbrltype": "domainItemType" }, "grwg_GrowWarehouseLLCMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "GrowWarehouseLLC [Member]", "terseLabel": "Grow Warehouse LLC" } } }, "localname": "GrowWarehouseLLCMember", "nsuri": "http://www.growgeneration.com/20210630", "presentation": [ "http://www.growgeneration.com/role/ACQUISITIONSNarrativeDetails" ], "xbrltype": "domainItemType" }, "grwg_GrowWarehouseMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "GrowWarehouse [Member]", "terseLabel": "Grow Warehouse" } } }, "localname": "GrowWarehouseMember", "nsuri": "http://www.growgeneration.com/20210630", "presentation": [ "http://www.growgeneration.com/role/ACQUISITIONSScheduleofconsiderationpaidDetails", "http://www.growgeneration.com/role/ACQUISITIONSScheduleofpurchasepriceDetails", "http://www.growgeneration.com/role/ACQUISITIONSScheduleofrevenueandearningsincludedinconsolidatedincomestatementDetails" ], "xbrltype": "domainItemType" }, "grwg_H2OHydroponicsLLCMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "H2O Hydroponics LLC", "label": "H2O Hydroponics LLC [Member]", "terseLabel": "H2O Hydroponics LLC" } } }, "localname": "H2OHydroponicsLLCMember", "nsuri": "http://www.growgeneration.com/20210630", "presentation": [ "http://www.growgeneration.com/role/ACQUISITIONSH20HydroponicsLLCandHealthHarvestLLCAcquisitionsDetails", "http://www.growgeneration.com/role/ACQUISITIONSNarrativeDetails" ], "xbrltype": "domainItemType" }, "grwg_HGSHydroMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "HGS Hydro", "label": "HGS Hydro [Member]", "terseLabel": "HGS Hydro" } } }, "localname": "HGSHydroMember", "nsuri": "http://www.growgeneration.com/20210630", "presentation": [ "http://www.growgeneration.com/role/SUBSEQUENTEVENTSDetails" ], "xbrltype": "domainItemType" }, "grwg_HarvestMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Harvest", "label": "Harvest [Member]", "terseLabel": "Harvest" } } }, "localname": "HarvestMember", "nsuri": "http://www.growgeneration.com/20210630", "presentation": [ "http://www.growgeneration.com/role/ACQUISITIONSNarrativeDetails", "http://www.growgeneration.com/role/ACQUISITIONSScheduleofconsiderationpaidDetails", "http://www.growgeneration.com/role/ACQUISITIONSScheduleofpurchasepriceDetails", "http://www.growgeneration.com/role/ACQUISITIONSScheduleofrevenueandearningsincludedinconsolidatedincomestatementDetails" ], "xbrltype": "domainItemType" }, "grwg_HealthHarvestLLCMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "HealthHarvestLLC [Member]", "terseLabel": "Health & Harvest LLC" } } }, "localname": "HealthHarvestLLCMember", "nsuri": "http://www.growgeneration.com/20210630", "presentation": [ "http://www.growgeneration.com/role/ACQUISITIONSH20HydroponicsLLCandHealthHarvestLLCAcquisitionsDetails", "http://www.growgeneration.com/role/ACQUISITIONSNarrativeDetails" ], "xbrltype": "domainItemType" }, "grwg_HydroMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Hydro [Member]", "terseLabel": "55 Hydro" } } }, "localname": "HydroMember", "nsuri": "http://www.growgeneration.com/20210630", "presentation": [ "http://www.growgeneration.com/role/ACQUISITIONSScheduleofconsiderationpaidDetails", "http://www.growgeneration.com/role/ACQUISITIONSScheduleofpurchasepriceDetails", "http://www.growgeneration.com/role/ACQUISITIONSScheduleofrevenueandearningsincludedinconsolidatedincomestatementDetails" ], "xbrltype": "domainItemType" }, "grwg_HydroponicsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Hydroponics [Member]", "terseLabel": "55 Hydroponics" } } }, "localname": "HydroponicsMember", "nsuri": "http://www.growgeneration.com/20210630", "presentation": [ "http://www.growgeneration.com/role/ACQUISITIONSNarrativeDetails" ], "xbrltype": "domainItemType" }, "grwg_IncreaseDecreaseInOperatingLeases": { "auth_ref": [], "calculation": { "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDSTATEMENTOFCASHFLOWSUnaudited": { "order": 14.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "label": "Increase Decrease In Operating Leases", "negatedTerseLabel": "Operating leases" } } }, "localname": "IncreaseDecreaseInOperatingLeases", "nsuri": "http://www.growgeneration.com/20210630", "presentation": [ "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDSTATEMENTOFCASHFLOWSUnaudited" ], "xbrltype": "monetaryItemType" }, "grwg_IncreaseDecreaseInSalesTaxPayable": { "auth_ref": [], "calculation": { "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDSTATEMENTOFCASHFLOWSUnaudited": { "order": 10.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "label": "Increase Decrease In Sales Tax Payable", "terseLabel": "Sales tax payable" } } }, "localname": "IncreaseDecreaseInSalesTaxPayable", "nsuri": "http://www.growgeneration.com/20210630", "presentation": [ "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDSTATEMENTOFCASHFLOWSUnaudited" ], "xbrltype": "monetaryItemType" }, "grwg_IndoorGardenLightingIncMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "IndoorGardenLightingInc [Member]", "terseLabel": "Indoor Garden & Lighting, Inc" } } }, "localname": "IndoorGardenLightingIncMember", "nsuri": "http://www.growgeneration.com/20210630", "presentation": [ "http://www.growgeneration.com/role/ACQUISITIONSNarrativeDetails" ], "xbrltype": "domainItemType" }, "grwg_IndoorGardenMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "IndoorGarden [Member]", "terseLabel": "Indoor Garden" } } }, "localname": "IndoorGardenMember", "nsuri": "http://www.growgeneration.com/20210630", "presentation": [ "http://www.growgeneration.com/role/ACQUISITIONSScheduleofconsiderationpaidDetails", "http://www.growgeneration.com/role/ACQUISITIONSScheduleofpurchasepriceDetails", "http://www.growgeneration.com/role/ACQUISITIONSScheduleofrevenueandearningsincludedinconsolidatedincomestatementDetails" ], "xbrltype": "domainItemType" }, "grwg_LeasesDetailsLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Leases (Details) [Line Items]", "terseLabel": "Leases (Details) [Line Items]" } } }, "localname": "LeasesDetailsLineItems", "nsuri": "http://www.growgeneration.com/20210630", "presentation": [ "http://www.growgeneration.com/role/LEASESNarrativeDetails" ], "xbrltype": "stringItemType" }, "grwg_LeasesDetailsTable": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Leases (Details) [Table]", "terseLabel": "Leases (Details) [Table]" } } }, "localname": "LeasesDetailsTable", "nsuri": "http://www.growgeneration.com/20210630", "presentation": [ "http://www.growgeneration.com/role/LEASESNarrativeDetails" ], "xbrltype": "stringItemType" }, "grwg_LesseeOperatingLeaseLiabilityToBePaidAfterYearFour": { "auth_ref": [], "calculation": { "http://www.growgeneration.com/role/LEASESScheduleoffutureminimumrentalpaymentsDetails_1": { "order": 6.0, "parentTag": "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Lessee, Operating Lease, Liability, To Be Paid, After Year Four", "label": "Lessee, Operating Lease, Liability, To Be Paid, After Year Four", "terseLabel": "Thereafter" } } }, "localname": "LesseeOperatingLeaseLiabilityToBePaidAfterYearFour", "nsuri": "http://www.growgeneration.com/20210630", "presentation": [ "http://www.growgeneration.com/role/LEASESScheduleoffutureminimumrentalpaymentsDetails" ], "xbrltype": "monetaryItemType" }, "grwg_LongTermDebtDetailsScheduleoflongtermdebtLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Long-Term Debt (Details) - Schedule of long-term debt [Line Items]", "terseLabel": "Long-Term Debt (Details) - Schedule of long-term debt [Line Items]" } } }, "localname": "LongTermDebtDetailsScheduleoflongtermdebtLineItems", "nsuri": "http://www.growgeneration.com/20210630", "presentation": [ "http://www.growgeneration.com/role/LONGTERMDEBTScheduleoflongtermdebtDetails" ], "xbrltype": "stringItemType" }, "grwg_LongTermDebtDetailsScheduleoflongtermdebtParentheticalsLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Long-Term Debt (Details) - Schedule of long-term debt (Parentheticals) [Line Items]", "terseLabel": "Long-Term Debt (Details) - Schedule of long-term debt (Parentheticals) [Line Items]" } } }, "localname": "LongTermDebtDetailsScheduleoflongtermdebtParentheticalsLineItems", "nsuri": "http://www.growgeneration.com/20210630", "presentation": [ "http://www.growgeneration.com/role/LONGTERMDEBTScheduleoflongtermdebtadditionaldetailsDetails" ], "xbrltype": "stringItemType" }, "grwg_LongTermDebtDetailsScheduleoflongtermdebtParentheticalsTable": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Long-Term Debt (Details) - Schedule of long-term debt (Parentheticals) [Table]", "terseLabel": "Long-Term Debt (Details) - Schedule of long-term debt (Parentheticals) [Table]" } } }, "localname": "LongTermDebtDetailsScheduleoflongtermdebtParentheticalsTable", "nsuri": "http://www.growgeneration.com/20210630", "presentation": [ "http://www.growgeneration.com/role/LONGTERMDEBTScheduleoflongtermdebtadditionaldetailsDetails" ], "xbrltype": "stringItemType" }, "grwg_LongTermDebtDetailsScheduleoflongtermdebtTable": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Long-Term Debt (Details) - Schedule of long-term debt [Table]", "terseLabel": "Long-Term Debt (Details) - Schedule of long-term debt [Table]" } } }, "localname": "LongTermDebtDetailsScheduleoflongtermdebtTable", "nsuri": "http://www.growgeneration.com/20210630", "presentation": [ "http://www.growgeneration.com/role/LONGTERMDEBTScheduleoflongtermdebtDetails" ], "xbrltype": "stringItemType" }, "grwg_MendocinoGreenhouseGardenSupplyIncMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Mendocino Greenhouse & Garden Supply, Inc.", "label": "Mendocino Greenhouse & Garden Supply, Inc. [Member]", "terseLabel": "Mendocino Greenhouse & Garden Supply, Inc." } } }, "localname": "MendocinoGreenhouseGardenSupplyIncMember", "nsuri": "http://www.growgeneration.com/20210630", "presentation": [ "http://www.growgeneration.com/role/SUBSEQUENTEVENTSDetails" ], "xbrltype": "domainItemType" }, "grwg_NonCompetesMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "NonCompetes [Member]", "terseLabel": "Non-competes" } } }, "localname": "NonCompetesMember", "nsuri": "http://www.growgeneration.com/20210630", "presentation": [ "http://www.growgeneration.com/role/GOODWILLANDINTANGIBLEASSETSScheduleofintangibleassetsDetails" ], "xbrltype": "domainItemType" }, "grwg_NoteReceivable": { "auth_ref": [], "calculation": { "http://www.growgeneration.com/role/REVENUERECOGNITIONScheduleoflongtermtradereceivablesDetails": { "order": 2.0, "parentTag": "us-gaap_ReceivablesNetCurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Note receivable.", "label": "Note Receivable", "terseLabel": "Note receivable" } } }, "localname": "NoteReceivable", "nsuri": "http://www.growgeneration.com/20210630", "presentation": [ "http://www.growgeneration.com/role/REVENUERECOGNITIONScheduleoflongtermtradereceivablesDetails", "http://www.growgeneration.com/role/REVENUERECOGNITIONScheduleofnotesreceivablebalancesDetails" ], "xbrltype": "monetaryItemType" }, "grwg_NotesPayableIssuedInConnectionWithSellerFinancingMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "NotesPayableIssuedInConnectionWithSellerFinancing [Member]", "terseLabel": "Notes payable issued in connection with seller financing" } } }, "localname": "NotesPayableIssuedInConnectionWithSellerFinancingMember", "nsuri": "http://www.growgeneration.com/20210630", "presentation": [ "http://www.growgeneration.com/role/LONGTERMDEBTScheduleoflongtermdebtDetails", "http://www.growgeneration.com/role/LONGTERMDEBTScheduleoflongtermdebtadditionaldetailsDetails" ], "xbrltype": "domainItemType" }, "grwg_NumberOfInstallments": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Number of installments.", "label": "Number Of Installments", "terseLabel": "Number of installments" } } }, "localname": "NumberOfInstallments", "nsuri": "http://www.growgeneration.com/20210630", "presentation": [ "http://www.growgeneration.com/role/LONGTERMDEBTScheduleoflongtermdebtadditionaldetailsDetails" ], "xbrltype": "integerItemType" }, "grwg_ReceivablesMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Receivables [Member]", "terseLabel": "Receivables" } } }, "localname": "ReceivablesMember", "nsuri": "http://www.growgeneration.com/20210630", "presentation": [ "http://www.growgeneration.com/role/REVENUERECOGNITIONScheduleofcustomertradereceivablesandcustomerdepositliabilityDetails" ], "xbrltype": "domainItemType" }, "grwg_RecordedBasisMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "RecordedBasisMember", "terseLabel": "Recorded Basis" } } }, "localname": "RecordedBasisMember", "nsuri": "http://www.growgeneration.com/20210630", "presentation": [ "http://www.growgeneration.com/role/INVESTMENTSScheduleofinvestmentsavailableforsalessecuritiesDetails" ], "xbrltype": "domainItemType" }, "grwg_RevenueRecognitionCustomerDepositsRollForward": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Revenue Recognition, Customer Deposits", "label": "Revenue Recognition, Customer Deposits [Roll Forward]", "terseLabel": "Revenue Recognition, Customer Deposits [Roll Forward]" } } }, "localname": "RevenueRecognitionCustomerDepositsRollForward", "nsuri": "http://www.growgeneration.com/20210630", "presentation": [ "http://www.growgeneration.com/role/REVENUERECOGNITIONScheduleofcustomertradereceivablesandcustomerdepositliabilityDetails" ], "xbrltype": "stringItemType" }, "grwg_RevenueRecognitionDetailsScheduleofcustomertradereceivablesandcustomerdepositliabilityLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Revenue Recognition (Details) - Schedule of customer trade receivables and customer deposit liability [Line Items]", "terseLabel": "Revenue Recognition (Details) - Schedule of customer trade receivables and customer deposit liability [Line Items]" } } }, "localname": "RevenueRecognitionDetailsScheduleofcustomertradereceivablesandcustomerdepositliabilityLineItems", "nsuri": "http://www.growgeneration.com/20210630", "presentation": [ "http://www.growgeneration.com/role/REVENUERECOGNITIONScheduleofcustomertradereceivablesandcustomerdepositliabilityDetails" ], "xbrltype": "stringItemType" }, "grwg_RevenueRecognitionDetailsScheduleofcustomertradereceivablesandcustomerdepositliabilityTable": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Revenue Recognition (Details) - Schedule of customer trade receivables and customer deposit liability [Table]", "terseLabel": "Revenue Recognition (Details) - Schedule of customer trade receivables and customer deposit liability [Table]" } } }, "localname": "RevenueRecognitionDetailsScheduleofcustomertradereceivablesandcustomerdepositliabilityTable", "nsuri": "http://www.growgeneration.com/20210630", "presentation": [ "http://www.growgeneration.com/role/REVENUERECOGNITIONScheduleofcustomertradereceivablesandcustomerdepositliabilityDetails" ], "xbrltype": "stringItemType" }, "grwg_RevenueRecognitionDetailsScheduleoflongtermtradereceivablesLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Revenue Recognition (Details) - Schedule of long term trade receivables [Line Items]", "terseLabel": "Revenue Recognition (Details) - Schedule of long term trade receivables [Line Items]" } } }, "localname": "RevenueRecognitionDetailsScheduleoflongtermtradereceivablesLineItems", "nsuri": "http://www.growgeneration.com/20210630", "presentation": [ "http://www.growgeneration.com/role/REVENUERECOGNITIONScheduleoflongtermtradereceivablesDetails" ], "xbrltype": "stringItemType" }, "grwg_RevenueRecognitionDetailsScheduleoflongtermtradereceivablesTable": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Revenue Recognition (Details) - Schedule of long term trade receivables [Table]", "terseLabel": "Revenue Recognition (Details) - Schedule of long term trade receivables [Table]" } } }, "localname": "RevenueRecognitionDetailsScheduleoflongtermtradereceivablesTable", "nsuri": "http://www.growgeneration.com/20210630", "presentation": [ "http://www.growgeneration.com/role/REVENUERECOGNITIONScheduleoflongtermtradereceivablesDetails" ], "xbrltype": "stringItemType" }, "grwg_RevenueRecognitionDetailsScheduleofnotesreceivablebalancesLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Revenue Recognition (Details) - Schedule of notes receivable balances [Line Items]", "terseLabel": "Revenue Recognition (Details) - Schedule of notes receivable balances [Line Items]" } } }, "localname": "RevenueRecognitionDetailsScheduleofnotesreceivablebalancesLineItems", "nsuri": "http://www.growgeneration.com/20210630", "presentation": [ "http://www.growgeneration.com/role/REVENUERECOGNITIONScheduleofnotesreceivablebalancesDetails" ], "xbrltype": "stringItemType" }, "grwg_RevenueRecognitionDetailsScheduleofnotesreceivablebalancesTable": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Revenue Recognition (Details) - Schedule of notes receivable balances [Table]", "terseLabel": "Revenue Recognition (Details) - Schedule of notes receivable balances [Table]" } } }, "localname": "RevenueRecognitionDetailsScheduleofnotesreceivablebalancesTable", "nsuri": "http://www.growgeneration.com/20210630", "presentation": [ "http://www.growgeneration.com/role/REVENUERECOGNITIONScheduleofnotesreceivablebalancesDetails" ], "xbrltype": "stringItemType" }, "grwg_RiskAndUncertaintiesPolicyPolicyTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Risk and Uncertainties.", "label": "Risk And Uncertainties, Policy [Policy Text Block]", "terseLabel": "Risk and Uncertainties" } } }, "localname": "RiskAndUncertaintiesPolicyPolicyTextBlock", "nsuri": "http://www.growgeneration.com/20210630", "presentation": [ "http://www.growgeneration.com/role/GENERALPolicies" ], "xbrltype": "textBlockItemType" }, "grwg_SalesAtCompanyOwnedStoresMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Sales At Company Owned Stores [Member]", "terseLabel": "Sales at company owned stores" } } }, "localname": "SalesAtCompanyOwnedStoresMember", "nsuri": "http://www.growgeneration.com/20210630", "presentation": [ "http://www.growgeneration.com/role/REVENUERECOGNITIONScheduleofdisaggregationofrevenuesDetails" ], "xbrltype": "domainItemType" }, "grwg_SanDiegoHydroMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "SanDiegoHydro [Member]", "terseLabel": "San Diego Hydro" } } }, "localname": "SanDiegoHydroMember", "nsuri": "http://www.growgeneration.com/20210630", "presentation": [ "http://www.growgeneration.com/role/ACQUISITIONSScheduleofconsiderationpaidDetails", "http://www.growgeneration.com/role/ACQUISITIONSScheduleofpurchasepriceDetails", "http://www.growgeneration.com/role/ACQUISITIONSScheduleofrevenueandearningsincludedinconsolidatedincomestatementDetails" ], "xbrltype": "domainItemType" }, "grwg_SanDiegoHydroponicsOrganicsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "San Diego Hydroponics Organics [Member]", "terseLabel": "San Diego Hydroponics & Organics" } } }, "localname": "SanDiegoHydroponicsOrganicsMember", "nsuri": "http://www.growgeneration.com/20210630", "presentation": [ "http://www.growgeneration.com/role/ACQUISITIONSNarrativeDetails" ], "xbrltype": "domainItemType" }, "grwg_ScheduleOfFairValueOfImpairedNotesReceivableTableTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Schedule Of Fair Value Of Impaired Notes Receivable [Table Text Block]", "terseLabel": "Schedule of fair value of impaired notes receivable" } } }, "localname": "ScheduleOfFairValueOfImpairedNotesReceivableTableTextBlock", "nsuri": "http://www.growgeneration.com/20210630", "presentation": [ "http://www.growgeneration.com/role/FAIRVALUEMEASUREMENTSTables" ], "xbrltype": "textBlockItemType" }, "grwg_ScheduleOfLongTermTradeReceivablesTableTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Schedule Of Long Term Trade Receivables [Table Text Block]", "terseLabel": "Schedule of long term trade receivables" } } }, "localname": "ScheduleOfLongTermTradeReceivablesTableTextBlock", "nsuri": "http://www.growgeneration.com/20210630", "presentation": [ "http://www.growgeneration.com/role/REVENUERECOGNITIONTables" ], "xbrltype": "textBlockItemType" }, "grwg_ScheduleOfNotesReceivableBalancesTableTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Schedule Of Notes Receivable Balances [Table Text Block]", "terseLabel": "Schedule of notes receivable balances" } } }, "localname": "ScheduleOfNotesReceivableBalancesTableTextBlock", "nsuri": "http://www.growgeneration.com/20210630", "presentation": [ "http://www.growgeneration.com/role/REVENUERECOGNITIONTables" ], "xbrltype": "textBlockItemType" }, "grwg_ScheduleOfReceivableIncludeCustomerTradeReceivablesUnderLongTermsFinancingArrangementsTableTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Schedule Of Receivable Include Customer Trade Receivables Under Long Terms Financing Arrangements [Table Text Block]", "terseLabel": "Schedule of receivable include customer trade receivables under long terms financing arrangements" } } }, "localname": "ScheduleOfReceivableIncludeCustomerTradeReceivablesUnderLongTermsFinancingArrangementsTableTextBlock", "nsuri": "http://www.growgeneration.com/20210630", "presentation": [ "http://www.growgeneration.com/role/NOTESRECEIVABLETables" ], "xbrltype": "textBlockItemType" }, "grwg_ScheduleOfRestrictedStockActivityTableTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Schedule Of Restricted Stock Activity [Table Text Block]", "terseLabel": "Schedule of company\u2019s outstanding stock purchase warrants" } } }, "localname": "ScheduleOfRestrictedStockActivityTableTextBlock", "nsuri": "http://www.growgeneration.com/20210630", "presentation": [ "http://www.growgeneration.com/role/SHAREBASEDPAYMENTSTables" ], "xbrltype": "textBlockItemType" }, "grwg_ScheduleOfRevenueAndEarningsIncludedInConsolidatedIncomeStatementTableTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Schedule Of Revenue And Earnings Included In Consolidated Income Statement [Table Text Block]", "terseLabel": "Schedule of revenue and earnings included in consolidated income statement" } } }, "localname": "ScheduleOfRevenueAndEarningsIncludedInConsolidatedIncomeStatementTableTextBlock", "nsuri": "http://www.growgeneration.com/20210630", "presentation": [ "http://www.growgeneration.com/role/ACQUISITIONSTables" ], "xbrltype": "textBlockItemType" }, "grwg_ScheduleOfWeightedAverageSharesDenominatorUsedInTheBasicAndDilutiveEarningsPerShareAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Schedule of weighted average shares (denominator) used in the basic and dilutive earnings per share [Abstract]", "terseLabel": "Schedule of weighted average shares (denominator) used in the basic and dilutive earnings per share [Abstract]" } } }, "localname": "ScheduleOfWeightedAverageSharesDenominatorUsedInTheBasicAndDilutiveEarningsPerShareAbstract", "nsuri": "http://www.growgeneration.com/20210630", "xbrltype": "stringItemType" }, "grwg_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExercisedWeightedAverageGrantDateFairValue": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Weighted average grant-date fair value of options execised.", "label": "Share Based Compensation Arrangement By Share Based Payment Award Options Exercised Weighted Average Grant Date Fair Value", "terseLabel": "Weighted - Average Grant Date Fair Value, Exercised (in dollars per share)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExercisedWeightedAverageGrantDateFairValue", "nsuri": "http://www.growgeneration.com/20210630", "presentation": [ "http://www.growgeneration.com/role/SHAREBASEDPAYMENTSScheduleofstockoptionsDetails" ], "xbrltype": "perShareItemType" }, "grwg_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsForfeitedWeightedAverageGrantDateFairValue": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Weighted average grant-date fair value of options forfeited.", "label": "Share Based Compensation Arrangement By Share Based Payment Award Options Forfeited Weighted Average Grant Date Fair Value", "terseLabel": "Weighted - Average Grant Date Fair Value, Forfeited or expired (in dollars per share)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsForfeitedWeightedAverageGrantDateFairValue", "nsuri": "http://www.growgeneration.com/20210630", "presentation": [ "http://www.growgeneration.com/role/SHAREBASEDPAYMENTSScheduleofstockoptionsDetails" ], "xbrltype": "perShareItemType" }, "grwg_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsNonvestedOptionForfeitedNumberOfShares": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Number of non-vested options forfeited.", "label": "Share Based Compensation Arrangement By Share Based Payment Award Options Nonvested Option Forfeited Number Of Shares", "negatedTerseLabel": "Warrants, Forfeited (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsNonvestedOptionForfeitedNumberOfShares", "nsuri": "http://www.growgeneration.com/20210630", "presentation": [ "http://www.growgeneration.com/role/SHAREBASEDPAYMENTSScheduleofcompanysoutstandingstockpurchasewarrantsDetails" ], "xbrltype": "sharesItemType" }, "grwg_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageRemainingContractualTerm": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Weighted average remaining contractual term for option awards outstanding, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.", "label": "Share Based Compensation Arrangement By Share Based Payment Award Options Outstanding Weighted Average Remaining Contractual Term", "terseLabel": "Weighted - Average Remaining Contractual Term, Outstanding ending" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageRemainingContractualTerm", "nsuri": "http://www.growgeneration.com/20210630", "presentation": [ "http://www.growgeneration.com/role/SHAREBASEDPAYMENTSScheduleofstockoptionsDetails" ], "xbrltype": "durationItemType" }, "grwg_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsWeightedAverageGrantDateFairValue": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Weighted average grant-date fair value of options outstanding.", "label": "Share Based Compensation Arrangement By Share Based Payment Award Options Weighted Average Grant Date Fair Value", "periodEndLabel": "Weighted - Average Grant Date Fair Value Outstanding ending balance (in dollars per share)", "periodStartLabel": "Weighted - Average Grant Date Fair Value, Outstanding beginning balance (in dollars per share)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsWeightedAverageGrantDateFairValue", "nsuri": "http://www.growgeneration.com/20210630", "presentation": [ "http://www.growgeneration.com/role/SHAREBASEDPAYMENTSScheduleofstockoptionsDetails" ], "xbrltype": "perShareItemType" }, "grwg_ShareBasedCompensationArrangementByShareBasedPaymentAwardWarrantOutstandingWeightedAverageExercisePrice": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Share based compensation arrangement by share based payment award warrants outstanding weighted average exercise price.", "label": "Share Based Compensation Arrangement By Share Based Payment Award Warrant Outstanding Weighted Average Exercise Price", "periodEndLabel": "Weighted Average Exercise Price Outstanding, ending (in dollars per share)", "periodStartLabel": "Weighted Average Exercise Price Outstanding, beginning (in dollars per share)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardWarrantOutstandingWeightedAverageExercisePrice", "nsuri": "http://www.growgeneration.com/20210630", "presentation": [ "http://www.growgeneration.com/role/SHAREBASEDPAYMENTSScheduleofcompanysoutstandingstockpurchasewarrantsDetails" ], "xbrltype": "perShareItemType" }, "grwg_ShareBasedCompensationArrangementByShareBasedPaymentAwardWarrantsIssuedInPeriodGross": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Share based compensation arrangement by share based payment award warrants issued in period gross.", "label": "Share Based Compensation Arrangement By Share Based Payment Award Warrants Issued In Period Gross", "terseLabel": "Warrants, Issued (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardWarrantsIssuedInPeriodGross", "nsuri": "http://www.growgeneration.com/20210630", "presentation": [ "http://www.growgeneration.com/role/SHAREBASEDPAYMENTSScheduleofcompanysoutstandingstockpurchasewarrantsDetails" ], "xbrltype": "sharesItemType" }, "grwg_ShareBasedCompensationArrangementByShareBasedPaymentAwardWarrantsOutstandingWeightedAverageExercisePriceRollForward": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Share-based Compensation Arrangement by Share-based Payment Award, Warrants, Outstanding, Weighted Average Exercise Price", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Warrants, Outstanding, Weighted Average Exercise Price [Roll Forward]", "terseLabel": "Weighted Average Exercise Price" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardWarrantsOutstandingWeightedAverageExercisePriceRollForward", "nsuri": "http://www.growgeneration.com/20210630", "presentation": [ "http://www.growgeneration.com/role/SHAREBASEDPAYMENTSScheduleofcompanysoutstandingstockpurchasewarrantsDetails" ], "xbrltype": "stringItemType" }, "grwg_ShareBasedCompensationArrangementsByShareBasedPaymentAwardWarrantsExercisedInPeriodWeightedAverageExercisePrice": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Weighted Average Exercise Price, Exercised.", "label": "Share Based Compensation Arrangements By Share Based Payment Award Warrants Exercised In Period Weighted Average Exercise Price", "terseLabel": "Weighted Average Exercise Price, Exercised (in dollars per share)" } } }, "localname": "ShareBasedCompensationArrangementsByShareBasedPaymentAwardWarrantsExercisedInPeriodWeightedAverageExercisePrice", "nsuri": "http://www.growgeneration.com/20210630", "presentation": [ "http://www.growgeneration.com/role/SHAREBASEDPAYMENTSScheduleofcompanysoutstandingstockpurchasewarrantsDetails" ], "xbrltype": "perShareItemType" }, "grwg_ShareBasedCompensationByShareBasedPaymentAwardWarrantsOutstandingRollForward": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Share-based Compensation by Share-based Payment Award, Warrants, Outstanding", "label": "Share-based Compensation by Share-based Payment Award, Warrants, Outstanding [Roll Forward]", "terseLabel": "Warrants" } } }, "localname": "ShareBasedCompensationByShareBasedPaymentAwardWarrantsOutstandingRollForward", "nsuri": "http://www.growgeneration.com/20210630", "presentation": [ "http://www.growgeneration.com/role/SHAREBASEDPAYMENTSScheduleofcompanysoutstandingstockpurchasewarrantsDetails" ], "xbrltype": "stringItemType" }, "grwg_ShareBasedPaymentsandStockOptionsDetailsLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Share Based Payments and Stock Options (Details) [Line Items]", "terseLabel": "Share Based Payments and Stock Options (Details) [Line Items]" } } }, "localname": "ShareBasedPaymentsandStockOptionsDetailsLineItems", "nsuri": "http://www.growgeneration.com/20210630", "presentation": [ "http://www.growgeneration.com/role/SHAREBASEDPAYMENTSDetails" ], "xbrltype": "stringItemType" }, "grwg_ShareBasedPaymentsandStockOptionsDetailsScheduleofrestrictedstockactivityLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Share Based Payments and Stock Options (Details) - Schedule of restricted stock activity [Line Items]", "terseLabel": "Share Based Payments and Stock Options (Details) - Schedule of restricted stock activity [Line Items]" } } }, "localname": "ShareBasedPaymentsandStockOptionsDetailsScheduleofrestrictedstockactivityLineItems", "nsuri": "http://www.growgeneration.com/20210630", "presentation": [ "http://www.growgeneration.com/role/SHAREBASEDPAYMENTSScheduleofrestrictedstockactivityDetails" ], "xbrltype": "stringItemType" }, "grwg_ShareBasedPaymentsandStockOptionsDetailsScheduleofrestrictedstockactivityTable": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Share Based Payments and Stock Options (Details) - Schedule of restricted stock activity [Table]", "terseLabel": "Share Based Payments and Stock Options (Details) - Schedule of restricted stock activity [Table]" } } }, "localname": "ShareBasedPaymentsandStockOptionsDetailsScheduleofrestrictedstockactivityTable", "nsuri": "http://www.growgeneration.com/20210630", "presentation": [ "http://www.growgeneration.com/role/SHAREBASEDPAYMENTSScheduleofrestrictedstockactivityDetails" ], "xbrltype": "stringItemType" }, "grwg_ShareBasedPaymentsandStockOptionsDetailsScheduleofsharebasedpaymentexpenseLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Share Based Payments and Stock Options (Details) - Schedule of share-based payment expense [Line Items]", "terseLabel": "Share Based Payments and Stock Options (Details) - Schedule of share-based payment expense [Line Items]" } } }, "localname": "ShareBasedPaymentsandStockOptionsDetailsScheduleofsharebasedpaymentexpenseLineItems", "nsuri": "http://www.growgeneration.com/20210630", "presentation": [ "http://www.growgeneration.com/role/SHAREBASEDPAYMENTSScheduleofsharebasedpaymentexpenseDetails" ], "xbrltype": "stringItemType" }, "grwg_ShareBasedPaymentsandStockOptionsDetailsScheduleofsharebasedpaymentexpenseTable": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Share Based Payments and Stock Options (Details) - Schedule of share-based payment expense [Table]", "terseLabel": "Share Based Payments and Stock Options (Details) - Schedule of share-based payment expense [Table]" } } }, "localname": "ShareBasedPaymentsandStockOptionsDetailsScheduleofsharebasedpaymentexpenseTable", "nsuri": "http://www.growgeneration.com/20210630", "presentation": [ "http://www.growgeneration.com/role/SHAREBASEDPAYMENTSScheduleofsharebasedpaymentexpenseDetails" ], "xbrltype": "stringItemType" }, "grwg_ShareBasedPaymentsandStockOptionsDetailsTable": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Share Based Payments and Stock Options (Details) [Table]", "terseLabel": "Share Based Payments and Stock Options (Details) [Table]" } } }, "localname": "ShareBasedPaymentsandStockOptionsDetailsTable", "nsuri": "http://www.growgeneration.com/20210630", "presentation": [ "http://www.growgeneration.com/role/SHAREBASEDPAYMENTSDetails" ], "xbrltype": "stringItemType" }, "grwg_StockOptionsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "StockOptions [Member]", "terseLabel": "Stock options" } } }, "localname": "StockOptionsMember", "nsuri": "http://www.growgeneration.com/20210630", "presentation": [ "http://www.growgeneration.com/role/SHAREBASEDPAYMENTSScheduleofsharebasedpaymentexpenseDetails" ], "xbrltype": "domainItemType" }, "grwg_TradeReceivablePaymentTerm": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Trade Receivable, Payment Term", "label": "Trade Receivable, Payment Term", "terseLabel": "Repayment term" } } }, "localname": "TradeReceivablePaymentTerm", "nsuri": "http://www.growgeneration.com/20210630", "presentation": [ "http://www.growgeneration.com/role/REVENUERECOGNITIONNarrativeDetails" ], "xbrltype": "durationItemType" }, "grwg_TradeReceivableStatedInterestRate": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Trade Receivable, Stated Interest Rate", "label": "Trade Receivable, Stated Interest Rate", "terseLabel": "Interest rate" } } }, "localname": "TradeReceivableStatedInterestRate", "nsuri": "http://www.growgeneration.com/20210630", "presentation": [ "http://www.growgeneration.com/role/REVENUERECOGNITIONNarrativeDetails" ], "xbrltype": "percentItemType" }, "grwg_TradeReceivablesUnderLongerTermFinancingArrangements": { "auth_ref": [], "calculation": { "http://www.growgeneration.com/role/NOTESRECEIVABLEScheduleofreceivableincludecustomertradereceivablesunderlongtermsfinancingarrangementsDetails_1": { "order": 2.0, "parentTag": "us-gaap_AccountsAndNotesReceivableNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Trade receivables under longer term financing arrangements.", "label": "Trade Receivables Under Longer Term Financing Arrangements", "terseLabel": "Trade receivables under longer term financing arrangements" } } }, "localname": "TradeReceivablesUnderLongerTermFinancingArrangements", "nsuri": "http://www.growgeneration.com/20210630", "presentation": [ "http://www.growgeneration.com/role/NOTESRECEIVABLEScheduleofreceivableincludecustomertradereceivablesunderlongtermsfinancingarrangementsDetails" ], "xbrltype": "monetaryItemType" }, "grwg_UnrealizedGainLossMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "UnrealizedGainLossMember", "terseLabel": "Unrealized Gain (Loss)" } } }, "localname": "UnrealizedGainLossMember", "nsuri": "http://www.growgeneration.com/20210630", "presentation": [ "http://www.growgeneration.com/role/INVESTMENTSScheduleofinvestmentsavailableforsalessecuritiesDetails" ], "xbrltype": "domainItemType" }, "grwg_WellsFargoEquipmentFinanceMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "WellsFargoEquipmentFinance [Member]", "terseLabel": "Wells Fargo Equipment Finance" } } }, "localname": "WellsFargoEquipmentFinanceMember", "nsuri": "http://www.growgeneration.com/20210630", "presentation": [ "http://www.growgeneration.com/role/LONGTERMDEBTScheduleoflongtermdebtDetails", "http://www.growgeneration.com/role/LONGTERMDEBTScheduleoflongtermdebtadditionaldetailsDetails" ], "xbrltype": "domainItemType" }, "srt_MaximumMember": { "auth_ref": [ "r198", "r219", "r257", "r259", "r382", "r383", "r384", "r385", "r386", "r387", "r388", "r438", "r440", "r455", "r456" ], "lang": { "en-us": { "role": { "label": "Maximum [Member]", "terseLabel": "Maximum" } } }, "localname": "MaximumMember", "nsuri": "http://fasb.org/srt/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/LEASESNarrativeDetails", "http://www.growgeneration.com/role/REVENUERECOGNITIONNarrativeDetails" ], "xbrltype": "domainItemType" }, "srt_MinimumMember": { "auth_ref": [ "r198", "r219", "r257", "r259", "r382", "r383", "r384", "r385", "r386", "r387", "r388", "r438", "r440", "r455", "r456" ], "lang": { "en-us": { "role": { "label": "Minimum [Member]", "terseLabel": "Minimum" } } }, "localname": "MinimumMember", "nsuri": "http://fasb.org/srt/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/LEASESNarrativeDetails", "http://www.growgeneration.com/role/REVENUERECOGNITIONNarrativeDetails" ], "xbrltype": "domainItemType" }, "srt_ProductOrServiceAxis": { "auth_ref": [ "r140", "r231", "r234", "r390", "r437", "r439" ], "lang": { "en-us": { "role": { "label": "Product and Service [Axis]", "terseLabel": "Product and Service [Axis]" } } }, "localname": "ProductOrServiceAxis", "nsuri": "http://fasb.org/srt/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/REVENUERECOGNITIONScheduleofcustomertradereceivablesandcustomerdepositliabilityDetails", "http://www.growgeneration.com/role/REVENUERECOGNITIONScheduleofdisaggregationofrevenuesDetails" ], "xbrltype": "stringItemType" }, "srt_ProductsAndServicesDomain": { "auth_ref": [ "r140", "r231", "r234", "r390", "r437", "r439" ], "lang": { "en-us": { "role": { "label": "Product and Service [Domain]", "terseLabel": "Product and Service [Domain]" } } }, "localname": "ProductsAndServicesDomain", "nsuri": "http://fasb.org/srt/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/REVENUERECOGNITIONScheduleofcustomertradereceivablesandcustomerdepositliabilityDetails", "http://www.growgeneration.com/role/REVENUERECOGNITIONScheduleofdisaggregationofrevenuesDetails" ], "xbrltype": "domainItemType" }, "srt_RangeAxis": { "auth_ref": [ "r198", "r219", "r246", "r257", "r259", "r382", "r383", "r384", "r385", "r386", "r387", "r388", "r438", "r440", "r455", "r456" ], "lang": { "en-us": { "role": { "label": "Statistical Measurement [Axis]", "terseLabel": "Statistical Measurement [Axis]" } } }, "localname": "RangeAxis", "nsuri": "http://fasb.org/srt/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/LEASESNarrativeDetails", "http://www.growgeneration.com/role/REVENUERECOGNITIONNarrativeDetails" ], "xbrltype": "stringItemType" }, "srt_RangeMember": { "auth_ref": [ "r198", "r219", "r246", "r257", "r259", "r382", "r383", "r384", "r385", "r386", "r387", "r388", "r438", "r440", "r455", "r456" ], "lang": { "en-us": { "role": { "label": "Statistical Measurement [Domain]", "terseLabel": "Statistical Measurement [Domain]" } } }, "localname": "RangeMember", "nsuri": "http://fasb.org/srt/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/LEASESNarrativeDetails", "http://www.growgeneration.com/role/REVENUERECOGNITIONNarrativeDetails" ], "xbrltype": "domainItemType" }, "srt_RestatementAxis": { "auth_ref": [ "r1", "r85", "r86", "r87", "r90", "r91", "r94", "r95", "r96", "r97", "r99", "r100", "r101", "r102", "r103", "r104", "r120", "r161", "r162", "r282", "r289", "r325", "r327", "r328", "r329", "r441", "r442", "r443", "r444", "r445", "r446", "r447", "r448", "r449", "r450", "r464", "r465" ], "lang": { "en-us": { "role": { "label": "Revision of Prior Period [Axis]", "terseLabel": "Revision of Prior Period [Axis]" } } }, "localname": "RestatementAxis", "nsuri": "http://fasb.org/srt/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/ACQUISITIONSScheduleofproformaconsolidatedincomestatementDetails" ], "xbrltype": "stringItemType" }, "srt_RestatementDomain": { "auth_ref": [ "r1", "r85", "r86", "r87", "r90", "r91", "r94", "r95", "r96", "r97", "r99", "r100", "r101", "r102", "r103", "r104", "r120", "r161", "r162", "r282", "r289", "r325", "r327", "r328", "r329", "r441", "r442", "r443", "r444", "r445", "r446", "r447", "r448", "r449", "r450", "r464", "r465" ], "lang": { "en-us": { "role": { "label": "Revision of Prior Period [Domain]", "terseLabel": "Revision of Prior Period [Domain]" } } }, "localname": "RestatementDomain", "nsuri": "http://fasb.org/srt/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/ACQUISITIONSScheduleofproformaconsolidatedincomestatementDetails" ], "xbrltype": "domainItemType" }, "us-gaap_AccountingPoliciesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Accounting Policies [Abstract]", "terseLabel": "Accounting Policies [Abstract]" } } }, "localname": "AccountingPoliciesAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_AccountsAndNotesReceivableNet": { "auth_ref": [ "r19", "r143", "r425" ], "calculation": { "http://www.growgeneration.com/role/NOTESRECEIVABLEScheduleofreceivableincludecustomertradereceivablesunderlongtermsfinancingarrangementsDetails": { "order": null, "parentTag": null, "root": true, "weight": null }, "http://www.growgeneration.com/role/NOTESRECEIVABLEScheduleofreceivableincludecustomertradereceivablesunderlongtermsfinancingarrangementsDetails_1": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, after allowance for credit loss, of accounts and financing receivable. Includes, but is not limited to, notes and loan receivable.", "label": "Accounts and Financing Receivable, after Allowance for Credit Loss", "totalLabel": "Subtotal" } } }, "localname": "AccountsAndNotesReceivableNet", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/NOTESRECEIVABLEScheduleofreceivableincludecustomertradereceivablesunderlongtermsfinancingarrangementsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccountsNotesLoansAndFinancingReceivableByReceivableTypeAxis": { "auth_ref": [ "r44" ], "lang": { "en-us": { "role": { "documentation": "Information by type of receivable.", "label": "Receivable Type [Axis]", "terseLabel": "Receivable Type [Axis]" } } }, "localname": "AccountsNotesLoansAndFinancingReceivableByReceivableTypeAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/REVENUERECOGNITIONScheduleoflongtermtradereceivablesDetails", "http://www.growgeneration.com/role/REVENUERECOGNITIONScheduleofnotesreceivablebalancesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_AccountsPayableCurrent": { "auth_ref": [ "r33", "r375" ], "calculation": { "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS": { "order": 1.0, "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Carrying value as of the balance sheet date of liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received that are used in an entity's business. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).", "label": "Accounts Payable, Current", "terseLabel": "Accounts payable" } } }, "localname": "AccountsPayableCurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccountsReceivableGrossCurrent": { "auth_ref": [ "r143", "r144" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, before allowance for credit loss, of right to consideration from customer for product sold and service rendered in normal course of business, classified as current.", "label": "Accounts Receivable, before Allowance for Credit Loss, Current", "terseLabel": "Accounts receivable" } } }, "localname": "AccountsReceivableGrossCurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/FAIRVALUEMEASUREMENTSScheduleoffairvalueofimpairednotesreceivableDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccountsReceivableNetCurrent": { "auth_ref": [ "r7", "r19", "r143", "r144" ], "calculation": { "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS": { "order": 3.0, "parentTag": "us-gaap_AssetsCurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, after allowance for credit loss, of right to consideration from customer for product sold and service rendered in normal course of business, classified as current.", "label": "Accounts Receivable, after Allowance for Credit Loss, Current", "terseLabel": "Accounts receivable, net" } } }, "localname": "AccountsReceivableNetCurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccrualForTaxesOtherThanIncomeTaxesCurrent": { "auth_ref": [ "r10", "r36", "r284" ], "calculation": { "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS": { "order": 6.0, "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Carrying value as of the balance sheet date of obligations incurred and payable for real and property taxes. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).", "label": "Accrual for Taxes Other than Income Taxes, Current", "terseLabel": "Income taxes payable" } } }, "localname": "AccrualForTaxesOtherThanIncomeTaxesCurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccruedLiabilitiesCurrent": { "auth_ref": [ "r36" ], "calculation": { "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS": { "order": 2.0, "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Carrying value as of the balance sheet date of obligations incurred and payable, pertaining to costs that are statutory in nature, are incurred on contractual obligations, or accumulate over time and for which invoices have not yet been received or will not be rendered. Examples include taxes, interest, rent and utilities. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).", "label": "Accrued Liabilities, Current", "terseLabel": "Accrued liabilities" } } }, "localname": "AccruedLiabilitiesCurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccruedPayrollTaxesCurrent": { "auth_ref": [ "r10", "r36" ], "calculation": { "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS": { "order": 3.0, "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Carrying value as of the balance sheet date of obligations incurred and payable for statutory payroll taxes incurred through that date and withheld from employees pertaining to services received from them, including entity's matching share of the employees FICA taxes and contributions to the state and federal unemployment insurance programs. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).", "label": "Accrued Payroll Taxes, Current", "terseLabel": "Payroll and payroll tax liabilities" } } }, "localname": "AccruedPayrollTaxesCurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccumulatedDepreciationDepletionAndAmortizationPropertyPlantAndEquipment": { "auth_ref": [ "r31", "r181" ], "calculation": { "http://www.growgeneration.com/role/PROPERTYANDEQUIPMENTScheduleofpropertyandequipmentDetails": { "order": 2.0, "parentTag": "us-gaap_PropertyPlantAndEquipmentNet", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of accumulated depreciation, depletion and amortization for physical assets used in the normal conduct of business to produce goods and services.", "label": "Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment", "negatedLabel": "Accumulated depreciation and amortization" } } }, "localname": "AccumulatedDepreciationDepletionAndAmortizationPropertyPlantAndEquipment", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/PROPERTYANDEQUIPMENTScheduleofpropertyandequipmentDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AdditionalPaidInCapital": { "auth_ref": [ "r20", "r282", "r375" ], "calculation": { "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS": { "order": 2.0, "parentTag": "us-gaap_StockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of excess of issue price over par or stated value of stock and from other transaction involving stock or stockholder. Includes, but is not limited to, additional paid-in capital (APIC) for common and preferred stock.", "label": "Additional Paid in Capital", "terseLabel": "Additional paid-in capital" } } }, "localname": "AdditionalPaidInCapital", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_AdditionalPaidInCapitalMember": { "auth_ref": [ "r85", "r86", "r87", "r278", "r279", "r280", "r327" ], "lang": { "en-us": { "role": { "documentation": "Excess of issue price over par or stated value of the entity's capital stock and amounts received from other transactions involving the entity's stock or stockholders.", "label": "Additional Paid-in Capital [Member]", "terseLabel": "Additional Paid-In Capital" } } }, "localname": "AdditionalPaidInCapitalMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDSTATEMENTSOFSTOCKHOLDERSEQUITYUnaudited" ], "xbrltype": "domainItemType" }, "us-gaap_AdjustmentsToReconcileNetIncomeLossToCashProvidedByUsedInOperatingActivitiesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Adjustments to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities [Abstract]", "terseLabel": "Adjustments to reconcile net income to net cash provided by operating activities:" } } }, "localname": "AdjustmentsToReconcileNetIncomeLossToCashProvidedByUsedInOperatingActivitiesAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDSTATEMENTOFCASHFLOWSUnaudited" ], "xbrltype": "stringItemType" }, "us-gaap_AllowanceForDoubtfulAccountsReceivableCurrent": { "auth_ref": [ "r25", "r145", "r163" ], "calculation": { "http://www.growgeneration.com/role/REVENUERECOGNITIONScheduleoflongtermtradereceivablesDetails": { "order": 1.0, "parentTag": "us-gaap_ReceivablesNetCurrent", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of allowance for credit loss on accounts receivable, classified as current.", "label": "Accounts Receivable, Allowance for Credit Loss, Current", "negatedLabel": "Allowance for losses" } } }, "localname": "AllowanceForDoubtfulAccountsReceivableCurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/REVENUERECOGNITIONScheduleoflongtermtradereceivablesDetails", "http://www.growgeneration.com/role/REVENUERECOGNITIONScheduleofnotesreceivablebalancesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AmortizationOfIntangibleAssets": { "auth_ref": [ "r73", "r170", "r175" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The aggregate expense charged against earnings to allocate the cost of intangible assets (nonphysical assets not used in production) in a systematic and rational manner to the periods expected to benefit from such assets. As a noncash expense, this element is added back to net income when calculating cash provided by or used in operations using the indirect method.", "label": "Amortization of Intangible Assets", "terseLabel": "Amortization expense" } } }, "localname": "AmortizationOfIntangibleAssets", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/ACQUISITIONSNarrativeDetails", "http://www.growgeneration.com/role/GOODWILLANDINTANGIBLEASSETSDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_Assets": { "auth_ref": [ "r82", "r129", "r132", "r138", "r155", "r184", "r185", "r186", "r187", "r188", "r189", "r190", "r191", "r192", "r193", "r194", "r316", "r318", "r335", "r373", "r375", "r410", "r426" ], "calculation": { "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Sum of the carrying amounts as of the balance sheet date of all assets that are recognized. Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.", "label": "Assets", "totalLabel": "TOTAL ASSETS" } } }, "localname": "Assets", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_AssetsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Assets [Abstract]", "terseLabel": "ASSETS" } } }, "localname": "AssetsAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS" ], "xbrltype": "stringItemType" }, "us-gaap_AssetsCurrent": { "auth_ref": [ "r8", "r9", "r46", "r82", "r155", "r184", "r185", "r186", "r187", "r188", "r189", "r190", "r191", "r192", "r193", "r194", "r316", "r318", "r335", "r373", "r375" ], "calculation": { "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS": { "order": 1.0, "parentTag": "us-gaap_Assets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Sum of the carrying amounts as of the balance sheet date of all assets that are expected to be realized in cash, sold, or consumed within one year (or the normal operating cycle, if longer). Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.", "label": "Assets, Current", "totalLabel": "Total current assets" } } }, "localname": "AssetsCurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_AssetsCurrentAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Assets, Current [Abstract]", "terseLabel": "Current assets:" } } }, "localname": "AssetsCurrentAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS" ], "xbrltype": "stringItemType" }, "us-gaap_AwardTypeAxis": { "auth_ref": [ "r262", "r277" ], "lang": { "en-us": { "role": { "documentation": "Information by type of award under share-based payment arrangement.", "label": "Award Type [Axis]", "terseLabel": "Award Type [Axis]" } } }, "localname": "AwardTypeAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/SHAREBASEDPAYMENTSScheduleofrestrictedstockactivityDetails", "http://www.growgeneration.com/role/SHAREBASEDPAYMENTSScheduleofsharebasedpaymentexpenseDetails" ], "xbrltype": "stringItemType" }, "us-gaap_BasisOfAccountingPolicyPolicyTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for basis of accounting, or basis of presentation, used to prepare the financial statements (for example, US Generally Accepted Accounting Principles, Other Comprehensive Basis of Accounting, IFRS).", "label": "Basis of Accounting, Policy [Policy Text Block]", "terseLabel": "Basis of Presentation" } } }, "localname": "BasisOfAccountingPolicyPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/GENERALPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_BuildingMember": { "auth_ref": [ "r180" ], "lang": { "en-us": { "role": { "documentation": "Facility held for productive use including, but not limited to, office, production, storage and distribution facilities.", "label": "Building [Member]", "terseLabel": "Building" } } }, "localname": "BuildingMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/PROPERTYANDEQUIPMENTScheduleofpropertyandequipmentDetails" ], "xbrltype": "domainItemType" }, "us-gaap_BusinessAcquisitionAcquireeDomain": { "auth_ref": [ "r256", "r258" ], "lang": { "en-us": { "role": { "documentation": "Identification of the acquiree in a material business combination (or series of individually immaterial business combinations), which may include the name or other type of identification of the acquiree.", "label": "Business Acquisition, Acquiree [Domain]", "terseLabel": "Business Acquisition, Acquiree [Domain]" } } }, "localname": "BusinessAcquisitionAcquireeDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/ACQUISITIONSH20HydroponicsLLCandHealthHarvestLLCAcquisitionsDetails", "http://www.growgeneration.com/role/ACQUISITIONSNarrativeDetails", "http://www.growgeneration.com/role/ACQUISITIONSScheduleofconsiderationpaidDetails", "http://www.growgeneration.com/role/ACQUISITIONSScheduleofpurchasepriceDetails", "http://www.growgeneration.com/role/ACQUISITIONSScheduleofrevenueandearningsincludedinconsolidatedincomestatementDetails", "http://www.growgeneration.com/role/SUBSEQUENTEVENTSDetails" ], "xbrltype": "domainItemType" }, "us-gaap_BusinessAcquisitionAxis": { "auth_ref": [ "r256", "r258", "r301", "r302" ], "lang": { "en-us": { "role": { "documentation": "Information by business combination or series of individually immaterial business combinations.", "label": "Business Acquisition [Axis]", "terseLabel": "Business Acquisition [Axis]" } } }, "localname": "BusinessAcquisitionAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/ACQUISITIONSH20HydroponicsLLCandHealthHarvestLLCAcquisitionsDetails", "http://www.growgeneration.com/role/ACQUISITIONSNarrativeDetails", "http://www.growgeneration.com/role/ACQUISITIONSScheduleofconsiderationpaidDetails", "http://www.growgeneration.com/role/ACQUISITIONSScheduleofpurchasepriceDetails", "http://www.growgeneration.com/role/ACQUISITIONSScheduleofrevenueandearningsincludedinconsolidatedincomestatementDetails", "http://www.growgeneration.com/role/SUBSEQUENTEVENTSDetails" ], "xbrltype": "stringItemType" }, "us-gaap_BusinessAcquisitionContingentConsiderationLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Business Acquisition, Contingent Consideration [Line Items]", "terseLabel": "Business Acquisition, Contingent Consideration [Line Items]" } } }, "localname": "BusinessAcquisitionContingentConsiderationLineItems", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/ACQUISITIONSH20HydroponicsLLCandHealthHarvestLLCAcquisitionsDetails", "http://www.growgeneration.com/role/ACQUISITIONSScheduleofconsiderationpaidDetails", "http://www.growgeneration.com/role/ACQUISITIONSScheduleofproformaconsolidatedincomestatementDetails", "http://www.growgeneration.com/role/ACQUISITIONSScheduleofpurchasepriceDetails" ], "xbrltype": "stringItemType" }, "us-gaap_BusinessAcquisitionEffectiveDateOfAcquisition1": { "auth_ref": [ "r295", "r296", "r297" ], "lang": { "en-us": { "role": { "documentation": "Date when the acquirer obtains control of the acquiree, in YYYY-MM-DD format.", "label": "Business Acquisition, Effective Date of Acquisition", "terseLabel": "Acquisition date" } } }, "localname": "BusinessAcquisitionEffectiveDateOfAcquisition1", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/ACQUISITIONSH20HydroponicsLLCandHealthHarvestLLCAcquisitionsDetails", "http://www.growgeneration.com/role/ACQUISITIONSScheduleofrevenueandearningsincludedinconsolidatedincomestatementDetails" ], "xbrltype": "dateItemType" }, "us-gaap_BusinessAcquisitionEquityInterestsIssuedOrIssuableNumberOfSharesIssued": { "auth_ref": [ "r313" ], "lang": { "en-us": { "role": { "documentation": "Number of shares of equity interests issued or issuable to acquire entity.", "label": "Business Acquisition, Equity Interest Issued or Issuable, Number of Shares", "terseLabel": "Number of shares issued in business acquisition (in shares)" } } }, "localname": "BusinessAcquisitionEquityInterestsIssuedOrIssuableNumberOfSharesIssued", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/SUBSEQUENTEVENTSDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_BusinessAcquisitionProFormaEarningsPerShareBasic": { "auth_ref": [ "r299", "r300" ], "lang": { "en-us": { "role": { "documentation": "The pro forma basic net income per share for a period as if the business combination or combinations had been completed at the beginning of a period.", "label": "Business Acquisition, Pro Forma Earnings Per Share, Basic", "terseLabel": "Earnings (in dollars per share)" } } }, "localname": "BusinessAcquisitionProFormaEarningsPerShareBasic", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/ACQUISITIONSScheduleofproformaconsolidatedincomestatementDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_BusinessAcquisitionProFormaInformationTextBlock": { "auth_ref": [ "r299", "r300" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of pro forma results of operations for a material business acquisition or series of individually immaterial business acquisitions that are material in the aggregate.", "label": "Business Acquisition, Pro Forma Information [Table Text Block]", "terseLabel": "Schedule of proforma consolidated income statement" } } }, "localname": "BusinessAcquisitionProFormaInformationTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/ACQUISITIONSTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_BusinessAcquisitionsProFormaNetIncomeLoss": { "auth_ref": [ "r299", "r300" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The pro forma net Income or Loss for the period as if the business combination or combinations had been completed at the beginning of a period.", "label": "Business Acquisition, Pro Forma Net Income (Loss)", "terseLabel": "Net income" } } }, "localname": "BusinessAcquisitionsProFormaNetIncomeLoss", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/ACQUISITIONSScheduleofproformaconsolidatedincomestatementDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessAcquisitionsProFormaRevenue": { "auth_ref": [ "r299", "r300" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The pro forma revenue for a period as if the business combination or combinations had been completed at the beginning of the period.", "label": "Business Acquisition, Pro Forma Revenue", "terseLabel": "Revenue" } } }, "localname": "BusinessAcquisitionsProFormaRevenue", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/ACQUISITIONSScheduleofproformaconsolidatedincomestatementDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessCombinationAndAssetAcquisitionAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Business Combination and Asset Acquisition [Abstract]" } } }, "localname": "BusinessCombinationAndAssetAcquisitionAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_BusinessCombinationConsiderationTransferred1": { "auth_ref": [ "r309", "r310", "r311" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of consideration transferred, consisting of acquisition-date fair value of assets transferred by the acquirer, liabilities incurred by the acquirer, and equity interest issued by the acquirer.", "label": "Business Combination, Consideration Transferred", "terseLabel": "Consideration for purchase" } } }, "localname": "BusinessCombinationConsiderationTransferred1", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/ACQUISITIONSNarrativeDetails", "http://www.growgeneration.com/role/SUBSEQUENTEVENTSDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessCombinationConsiderationTransferredEquityInterestsIssuedAndIssuable": { "auth_ref": [ "r309", "r310" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of equity interests of the acquirer, including instruments or interests issued or issuable in consideration for the business combination.", "label": "Business Combination, Consideration Transferred, Equity Interests Issued and Issuable", "terseLabel": "Equity consideration for purchase" } } }, "localname": "BusinessCombinationConsiderationTransferredEquityInterestsIssuedAndIssuable", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/ACQUISITIONSNarrativeDetails", "http://www.growgeneration.com/role/SUBSEQUENTEVENTSDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessCombinationDisclosureTextBlock": { "auth_ref": [ "r315" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable).", "label": "Business Combination Disclosure [Text Block]", "terseLabel": "ACQUISITIONS" } } }, "localname": "BusinessCombinationDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/ACQUISITIONS" ], "xbrltype": "textBlockItemType" }, "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedCashAndEquivalents": { "auth_ref": [ "r304" ], "calculation": { "http://www.growgeneration.com/role/ACQUISITIONSScheduleofconsiderationpaidDetails": { "order": 2.0, "parentTag": "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredGoodwillAndLiabilitiesAssumedNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of currency on hand as well as demand deposits with banks or financial institutions, acquired at the acquisition date. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates.", "label": "Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents", "terseLabel": "Cash" } } }, "localname": "BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedCashAndEquivalents", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/ACQUISITIONSH20HydroponicsLLCandHealthHarvestLLCAcquisitionsDetails", "http://www.growgeneration.com/role/ACQUISITIONSScheduleofconsiderationpaidDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedCurrentAssetsPrepaidExpenseAndOtherAssets": { "auth_ref": [ "r304" ], "calculation": { "http://www.growgeneration.com/role/ACQUISITIONSH20HydroponicsLLCandHealthHarvestLLCAcquisitionsDetails": { "order": 4.0, "parentTag": "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedNet", "weight": 1.0 }, "http://www.growgeneration.com/role/ACQUISITIONSScheduleofpurchasepriceDetails": { "order": 5.0, "parentTag": "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredGoodwillAndLiabilitiesAssumedNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of asset related to consideration paid in advance for costs that provide economic benefits in future periods, and amount of other assets that are expected to be realized or consumed within one year or the normal operating cycle, if longer, acquired at the acquisition date.", "label": "Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Prepaid Expense and Other Assets", "terseLabel": "Prepaids and other current assets" } } }, "localname": "BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedCurrentAssetsPrepaidExpenseAndOtherAssets", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/ACQUISITIONSH20HydroponicsLLCandHealthHarvestLLCAcquisitionsDetails", "http://www.growgeneration.com/role/ACQUISITIONSScheduleofpurchasepriceDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedEquipment": { "auth_ref": [ "r304" ], "calculation": { "http://www.growgeneration.com/role/ACQUISITIONSH20HydroponicsLLCandHealthHarvestLLCAcquisitionsDetails": { "order": 8.0, "parentTag": "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedNet", "weight": 1.0 }, "http://www.growgeneration.com/role/ACQUISITIONSScheduleofpurchasepriceDetails": { "order": 6.0, "parentTag": "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredGoodwillAndLiabilitiesAssumedNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of tangible personal property used to produce goods and services, including, but is not limited to, tools, dies and molds, computer and office equipment, acquired at the acquisition date.", "label": "Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Equipment", "terseLabel": "Furniture and equipment" } } }, "localname": "BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedEquipment", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/ACQUISITIONSH20HydroponicsLLCandHealthHarvestLLCAcquisitionsDetails", "http://www.growgeneration.com/role/ACQUISITIONSScheduleofpurchasepriceDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedInventory": { "auth_ref": [ "r303", "r304" ], "calculation": { "http://www.growgeneration.com/role/ACQUISITIONSH20HydroponicsLLCandHealthHarvestLLCAcquisitionsDetails": { "order": 7.0, "parentTag": "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedNet", "weight": 1.0 }, "http://www.growgeneration.com/role/ACQUISITIONSScheduleofpurchasepriceDetails": { "order": 4.0, "parentTag": "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredGoodwillAndLiabilitiesAssumedNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The amount of inventory recognized as of the acquisition date.", "label": "Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Inventory", "terseLabel": "Inventory" } } }, "localname": "BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedInventory", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/ACQUISITIONSH20HydroponicsLLCandHealthHarvestLLCAcquisitionsDetails", "http://www.growgeneration.com/role/ACQUISITIONSScheduleofpurchasepriceDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedLiabilities": { "auth_ref": [ "r304" ], "calculation": { "http://www.growgeneration.com/role/ACQUISITIONSScheduleofpurchasepriceDetails": { "order": 10.0, "parentTag": "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredGoodwillAndLiabilitiesAssumedNet", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of liabilities assumed at the acquisition date.", "label": "Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities", "negatedLabel": "Liabilities" } } }, "localname": "BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedLiabilities", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/ACQUISITIONSScheduleofpurchasepriceDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedNet": { "auth_ref": [ "r303", "r304" ], "calculation": { "http://www.growgeneration.com/role/ACQUISITIONSH20HydroponicsLLCandHealthHarvestLLCAcquisitionsDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount recognized as of the acquisition date for the identifiable assets acquired in excess of (less than) the aggregate liabilities assumed.", "label": "Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net", "totalLabel": "Total" } } }, "localname": "BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedNet", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/ACQUISITIONSH20HydroponicsLLCandHealthHarvestLLCAcquisitionsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredGoodwillAndLiabilitiesAssumedNet": { "auth_ref": [ "r304" ], "calculation": { "http://www.growgeneration.com/role/ACQUISITIONSScheduleofconsiderationpaidDetails": { "order": null, "parentTag": null, "root": true, "weight": null }, "http://www.growgeneration.com/role/ACQUISITIONSScheduleofpurchasepriceDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount recognized for assets, including goodwill, in excess of (less than) the aggregate liabilities assumed.", "label": "Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net", "totalLabel": "Total" } } }, "localname": "BusinessCombinationRecognizedIdentifiableAssetsAcquiredGoodwillAndLiabilitiesAssumedNet", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/ACQUISITIONSH20HydroponicsLLCandHealthHarvestLLCAcquisitionsDetails", "http://www.growgeneration.com/role/ACQUISITIONSScheduleofconsiderationpaidDetails", "http://www.growgeneration.com/role/ACQUISITIONSScheduleofpurchasepriceDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessCombinationSeparatelyRecognizedTransactionsAssetsRecognized": { "auth_ref": [ "r298" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The assets recognized for each amount of assets recorded in a transaction with the acquiree that is recognized separately from the acquisition of assets and assumptions of liabilities in the business combination.", "label": "Business Combination, Separately Recognized Transactions, Assets Recognized", "terseLabel": "Transaction cost" } } }, "localname": "BusinessCombinationSeparatelyRecognizedTransactionsAssetsRecognized", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/ACQUISITIONSNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CashAndCashEquivalentsAtCarryingValue": { "auth_ref": [ "r5", "r29", "r75" ], "calculation": { "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS": { "order": 1.0, "parentTag": "us-gaap_AssetsCurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Excludes cash and cash equivalents within disposal group and discontinued operation.", "label": "Cash and Cash Equivalents, at Carrying Value", "terseLabel": "Cash and cash equivalents" } } }, "localname": "CashAndCashEquivalentsAtCarryingValue", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents": { "auth_ref": [ "r70", "r75", "r80" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cash and cash equivalents, and cash and cash equivalents restricted to withdrawal or usage. Excludes amount for disposal group and discontinued operations. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits. Cash equivalents include, but are not limited to, short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates.", "label": "Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents", "periodEndLabel": "Cash at the end of period", "periodStartLabel": "Cash at the beginning of period" } } }, "localname": "CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDSTATEMENTOFCASHFLOWSUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseIncludingExchangeRateEffect": { "auth_ref": [ "r70", "r339" ], "calculation": { "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDSTATEMENTOFCASHFLOWSUnaudited": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of increase (decrease) in cash, cash equivalents, and cash and cash equivalents restricted to withdrawal or usage; including effect from exchange rate change. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits. Cash equivalents include, but are not limited to, short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates.", "label": "Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Period Increase (Decrease), Including Exchange Rate Effect", "totalLabel": "Net change" } } }, "localname": "CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseIncludingExchangeRateEffect", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDSTATEMENTOFCASHFLOWSUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_CashEquivalentsAtCarryingValue": { "auth_ref": [ "r29" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Excludes cash and cash equivalents within disposal group and discontinued operation.", "label": "Cash Equivalents, at Carrying Value", "terseLabel": "Cash equivalents" } } }, "localname": "CashEquivalentsAtCarryingValue", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/FAIRVALUEMEASUREMENTSScheduleoffairvalueofimpairednotesreceivableDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ClassOfWarrantOrRightOutstanding": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Number of warrants or rights outstanding.", "label": "Class of Warrant or Right, Outstanding", "periodEndLabel": "Warrants Outstanding, ending balance (in shares)", "periodStartLabel": "Warrants Outstanding, beginning balance (in shares)" } } }, "localname": "ClassOfWarrantOrRightOutstanding", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/SHAREBASEDPAYMENTSScheduleofcompanysoutstandingstockpurchasewarrantsDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_CommercialPaper": { "auth_ref": [ "r13", "r411", "r427" ], "calculation": { "http://www.growgeneration.com/role/INVESTMENTSScheduleofinvestmentsavailableforsalessecuritiesDetails": { "order": 1.0, "parentTag": "us-gaap_MarketableSecurities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Carrying value as of the balance sheet date of short-term borrowings using unsecured obligations issued by banks, corporations and other borrowers to investors. The maturities of these money market securities generally do not exceed 270 days.", "label": "Commercial Paper", "terseLabel": "Commercial paper" } } }, "localname": "CommercialPaper", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/INVESTMENTSScheduleofinvestmentsavailableforsalessecuritiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CommonStockMember": { "auth_ref": [ "r85", "r86", "r327" ], "lang": { "en-us": { "role": { "documentation": "Stock that is subordinate to all other stock of the issuer.", "label": "Common Stock [Member]", "terseLabel": "Common Stock" } } }, "localname": "CommonStockMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDSTATEMENTSOFSTOCKHOLDERSEQUITYUnaudited" ], "xbrltype": "domainItemType" }, "us-gaap_CommonStockValue": { "auth_ref": [ "r18", "r375" ], "calculation": { "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS": { "order": 1.0, "parentTag": "us-gaap_StockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Aggregate par or stated value of issued nonredeemable common stock (or common stock redeemable solely at the option of the issuer). This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable common shares, par value and other disclosure concepts are in another section within stockholders' equity.", "label": "Common Stock, Value, Issued", "terseLabel": "Common stock" } } }, "localname": "CommonStockValue", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_ContractWithCustomerAssetAndLiabilityTableTextBlock": { "auth_ref": [ "r222" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of receivable, contract asset, and contract liability from contract with customer. Includes, but is not limited to, change in contract asset and contract liability.", "label": "Contract with Customer, Contract Asset, Contract Liability, and Receivable [Table Text Block]", "terseLabel": "Schedule of customer trade receivables and customer deposit liability" } } }, "localname": "ContractWithCustomerAssetAndLiabilityTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/REVENUERECOGNITIONTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ContractWithCustomerLiabilityRevenueRecognized": { "auth_ref": [ "r232" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of revenue recognized that was previously included in balance of obligation to transfer good or service to customer for which consideration from customer has been received or is due.", "label": "Contract with Customer, Liability, Revenue Recognized", "terseLabel": "Revenue recognized from contract with customer liability" } } }, "localname": "ContractWithCustomerLiabilityRevenueRecognized", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/REVENUERECOGNITIONNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CostOfGoodsAndServicesSold": { "auth_ref": [ "r58", "r390" ], "calculation": { "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDSTATEMENTSOFOPERATIONS": { "order": 2.0, "parentTag": "us-gaap_GrossProfit", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The aggregate costs related to goods produced and sold and services rendered by an entity during the reporting period. This excludes costs incurred during the reporting period related to financial services rendered and other revenue generating activities.", "label": "Cost of Goods and Services Sold", "terseLabel": "Cost of sales" } } }, "localname": "CostOfGoodsAndServicesSold", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDSTATEMENTSOFOPERATIONS" ], "xbrltype": "monetaryItemType" }, "us-gaap_CustomerRefundLiabilityCurrent": { "auth_ref": [], "calculation": { "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS": { "order": 4.0, "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Current regulatory liabilities generally represent obligations to make refunds to customers for various reasons including overpayment.", "label": "Customer Refund Liability, Current", "terseLabel": "Customer deposits" } } }, "localname": "CustomerRefundLiabilityCurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_CustomerRelationshipsMember": { "auth_ref": [ "r306" ], "lang": { "en-us": { "role": { "documentation": "Customer relationship that exists between an entity and its customer, for example, but not limited to, tenant relationships.", "label": "Customer Relationships [Member]", "terseLabel": "Customer relationships" } } }, "localname": "CustomerRelationshipsMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/GOODWILLANDINTANGIBLEASSETSScheduleofintangibleassetsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_DebtDisclosureAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Debt Disclosure [Abstract]", "terseLabel": "Debt Disclosure [Abstract]" } } }, "localname": "DebtDisclosureAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_DebtInstrumentAxis": { "auth_ref": [ "r14", "r15", "r16", "r81", "r84", "r195", "r196", "r197", "r198", "r199", "r200", "r201", "r202", "r203", "r204", "r205", "r206", "r207", "r208", "r209", "r210", "r211", "r214", "r215", "r216", "r217", "r347", "r412", "r413", "r424" ], "lang": { "en-us": { "role": { "documentation": "Information by type of debt instrument, including, but not limited to, draws against credit facilities.", "label": "Debt Instrument [Axis]", "terseLabel": "Debt Instrument [Axis]" } } }, "localname": "DebtInstrumentAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/LONGTERMDEBTScheduleoflongtermdebtDetails", "http://www.growgeneration.com/role/LONGTERMDEBTScheduleoflongtermdebtadditionaldetailsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DebtInstrumentInterestRateStatedPercentage": { "auth_ref": [ "r38", "r196" ], "lang": { "en-us": { "role": { "documentation": "Contractual interest rate for funds borrowed, under the debt agreement.", "label": "Debt Instrument, Interest Rate, Stated Percentage", "terseLabel": "Interest rate per annum" } } }, "localname": "DebtInstrumentInterestRateStatedPercentage", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/LONGTERMDEBTScheduleoflongtermdebtadditionaldetailsDetails" ], "xbrltype": "percentItemType" }, "us-gaap_DebtInstrumentNameDomain": { "auth_ref": [ "r39", "r81", "r84", "r195", "r196", "r197", "r198", "r199", "r200", "r201", "r202", "r203", "r204", "r205", "r206", "r207", "r208", "r209", "r210", "r211", "r214", "r215", "r216", "r217", "r347" ], "lang": { "en-us": { "role": { "documentation": "The name for the particular debt instrument or borrowing that distinguishes it from other debt instruments or borrowings, including draws against credit facilities.", "label": "Debt Instrument, Name [Domain]", "terseLabel": "Debt Instrument, Name [Domain]" } } }, "localname": "DebtInstrumentNameDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/LONGTERMDEBTScheduleoflongtermdebtDetails", "http://www.growgeneration.com/role/LONGTERMDEBTScheduleoflongtermdebtadditionaldetailsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_DebtInstrumentPeriodicPayment": { "auth_ref": [ "r39", "r423" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of the required periodic payments including both interest and principal payments.", "label": "Debt Instrument, Periodic Payment", "terseLabel": "Long term debt, monthly payment" } } }, "localname": "DebtInstrumentPeriodicPayment", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/LONGTERMDEBTScheduleoflongtermdebtadditionaldetailsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DebtSecuritiesAvailableForSaleUnrealizedLossPositionAccumulatedLoss": { "auth_ref": [ "r151", "r165" ], "calculation": { "http://www.growgeneration.com/role/INVESTMENTSScheduleofinvestmentsavailableforsalessecuritiesDetails": { "order": 2.0, "parentTag": "us-gaap_MarketableSecurities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of accumulated unrealized loss on investment in debt security measured at fair value with change in fair value recognized in other comprehensive income (available-for-sale), in unrealized loss position, without allowance for credit loss. Includes beneficial interest in securitized financial asset.", "label": "Debt Securities, Available-for-sale, Unrealized Loss Position, Accumulated Loss", "terseLabel": "Corporate notes and bonds" } } }, "localname": "DebtSecuritiesAvailableForSaleUnrealizedLossPositionAccumulatedLoss", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/INVESTMENTSScheduleofinvestmentsavailableforsalessecuritiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredIncomeTaxesAndTaxCredits": { "auth_ref": [ "r74" ], "calculation": { "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDSTATEMENTOFCASHFLOWSUnaudited": { "order": 5.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred income tax expense (benefit) and income tax credits.", "label": "Deferred Income Taxes and Tax Credits", "terseLabel": "Deferred taxes" } } }, "localname": "DeferredIncomeTaxesAndTaxCredits", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDSTATEMENTOFCASHFLOWSUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxLiabilitiesOther": { "auth_ref": [ "r286", "r287" ], "calculation": { "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS": { "order": 2.0, "parentTag": "us-gaap_Liabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred tax liability attributable to taxable temporary differences classified as other.", "label": "Deferred Tax Liabilities, Other", "terseLabel": "Deferred tax liability" } } }, "localname": "DeferredTaxLiabilitiesOther", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_Depreciation": { "auth_ref": [ "r73", "r179" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The amount of expense recognized in the current period that reflects the allocation of the cost of tangible assets over the assets' useful lives. Includes production and non-production related depreciation.", "label": "Depreciation", "terseLabel": "Depreciation expense" } } }, "localname": "Depreciation", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/PROPERTYANDEQUIPMENTNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DepreciationAmortizationAndAccretionNet": { "auth_ref": [ "r73" ], "calculation": { "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDSTATEMENTOFCASHFLOWSUnaudited": { "order": 2.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The aggregate net amount of depreciation, amortization, and accretion recognized during an accounting period. As a noncash item, the net amount is added back to net income when calculating cash provided by or used in operations using the indirect method.", "label": "Depreciation, Amortization and Accretion, Net", "terseLabel": "Depreciation and amortization" } } }, "localname": "DepreciationAmortizationAndAccretionNet", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDSTATEMENTOFCASHFLOWSUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_DepreciationAndAmortization": { "auth_ref": [ "r73", "r179" ], "calculation": { "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDSTATEMENTSOFOPERATIONS": { "order": 3.0, "parentTag": "us-gaap_OperatingExpenses", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The current period expense charged against earnings on long-lived, physical assets not used in production, and which are not intended for resale, to allocate or recognize the cost of such assets over their useful lives; or to record the reduction in book value of an intangible asset over the benefit period of such asset; or to reflect consumption during the period of an asset that is not used in production.", "label": "Depreciation, Depletion and Amortization, Nonproduction", "terseLabel": "Depreciation and amortization" } } }, "localname": "DepreciationAndAmortization", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDSTATEMENTSOFOPERATIONS" ], "xbrltype": "monetaryItemType" }, "us-gaap_DerivativeContractTypeDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Financial instrument or contract with one or more underlyings, notional amount or payment provision or both, and the contract can be net settled by means outside the contract or delivery of an asset.", "label": "Derivative Contract [Domain]", "terseLabel": "Derivative Contract [Domain]" } } }, "localname": "DerivativeContractTypeDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/SHAREBASEDPAYMENTSDetails" ], "xbrltype": "domainItemType" }, "us-gaap_DerivativeInstrumentRiskAxis": { "auth_ref": [ "r47", "r321", "r322", "r323", "r324" ], "lang": { "en-us": { "role": { "documentation": "Information by type of derivative contract.", "label": "Derivative Instrument [Axis]", "terseLabel": "Derivative Instrument [Axis]" } } }, "localname": "DerivativeInstrumentRiskAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/SHAREBASEDPAYMENTSDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DisaggregationOfRevenueLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Disaggregation of Revenue [Line Items]", "terseLabel": "Disaggregation of Revenue [Line Items]" } } }, "localname": "DisaggregationOfRevenueLineItems", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/REVENUERECOGNITIONNarrativeDetails", "http://www.growgeneration.com/role/REVENUERECOGNITIONScheduleofdisaggregationofrevenuesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DisaggregationOfRevenueTable": { "auth_ref": [ "r231", "r234", "r235", "r236", "r237", "r238", "r239", "r240" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of information about disaggregation of revenue into categories depicting how nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factor.", "label": "Disaggregation of Revenue [Table]", "terseLabel": "Disaggregation of Revenue [Table]" } } }, "localname": "DisaggregationOfRevenueTable", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/REVENUERECOGNITIONNarrativeDetails", "http://www.growgeneration.com/role/REVENUERECOGNITIONScheduleofdisaggregationofrevenuesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DisaggregationOfRevenueTableTextBlock": { "auth_ref": [ "r231" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of disaggregation of revenue into categories depicting how nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factor.", "label": "Disaggregation of Revenue [Table Text Block]", "terseLabel": "Schedule of disaggregation of revenues" } } }, "localname": "DisaggregationOfRevenueTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/REVENUERECOGNITIONTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock": { "auth_ref": [ "r283" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for share-based payment arrangement.", "label": "Share-based Payment Arrangement [Text Block]", "terseLabel": "SHARE BASED PAYMENTS" } } }, "localname": "DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/SHAREBASEDPAYMENTS" ], "xbrltype": "textBlockItemType" }, "us-gaap_DisclosureOfCompensationRelatedCostsSharebasedPaymentsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Share-based Payment Arrangement [Abstract]", "terseLabel": "Share-based Payment Arrangement [Abstract]" } } }, "localname": "DisclosureOfCompensationRelatedCostsSharebasedPaymentsAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_EarningsPerShareAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Earnings Per Share [Abstract]", "terseLabel": "Earnings Per Share [Abstract]" } } }, "localname": "EarningsPerShareAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_EarningsPerShareBasic": { "auth_ref": [ "r55", "r94", "r95", "r97", "r98", "r99", "r107", "r110", "r113", "r114", "r115", "r120", "r121", "r328", "r329", "r419", "r434" ], "lang": { "en-us": { "role": { "documentation": "The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.", "label": "Earnings Per Share, Basic", "terseLabel": "Net income per share, basic (in dollars per share)", "verboseLabel": "Basic earnings per shares (in dollars per share)" } } }, "localname": "EarningsPerShareBasic", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDSTATEMENTSOFOPERATIONS", "http://www.growgeneration.com/role/EARNINGSPERSHAREScheduleofweightedaveragesharesdenominatorusedinthebasicanddilutiveearningspershareDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_EarningsPerShareDiluted": { "auth_ref": [ "r55", "r94", "r95", "r97", "r98", "r99", "r110", "r113", "r114", "r115", "r120", "r121", "r328", "r329", "r419", "r434" ], "lang": { "en-us": { "role": { "documentation": "The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.", "label": "Earnings Per Share, Diluted", "terseLabel": "Net income per share, diluted (in dollars per share)", "verboseLabel": "Dilutive earnings per share (in dollars per share)" } } }, "localname": "EarningsPerShareDiluted", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDSTATEMENTSOFOPERATIONS", "http://www.growgeneration.com/role/EARNINGSPERSHAREScheduleofweightedaveragesharesdenominatorusedinthebasicanddilutiveearningspershareDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_EarningsPerShareTextBlock": { "auth_ref": [ "r116", "r118", "r119", "r122" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for earnings per share.", "label": "Earnings Per Share [Text Block]", "terseLabel": "EARNINGS PER SHARE" } } }, "localname": "EarningsPerShareTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/EARNINGSPERSHARE" ], "xbrltype": "textBlockItemType" }, "us-gaap_EmployeeBenefitsAndShareBasedCompensation": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of expense for employee benefit and equity-based compensation.", "label": "Employee Benefits and Share-based Compensation", "terseLabel": "Unamortized share-based compensation" } } }, "localname": "EmployeeBenefitsAndShareBasedCompensation", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/SHAREBASEDPAYMENTSDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_EquityComponentDomain": { "auth_ref": [ "r0", "r50", "r51", "r52", "r85", "r86", "r87", "r91", "r100", "r103", "r124", "r158", "r220", "r221", "r278", "r279", "r280", "r288", "r289", "r327", "r340", "r341", "r342", "r343", "r344", "r345", "r441", "r442", "r443", "r465" ], "lang": { "en-us": { "role": { "documentation": "Components of equity are the parts of the total Equity balance including that which is allocated to common, preferred, treasury stock, retained earnings, etc.", "label": "Equity Component [Domain]", "terseLabel": "Equity Component [Domain]" } } }, "localname": "EquityComponentDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDSTATEMENTSOFSTOCKHOLDERSEQUITYUnaudited", "http://www.growgeneration.com/role/SHAREBASEDPAYMENTSDetails", "http://www.growgeneration.com/role/SHAREBASEDPAYMENTSScheduleofsharebasedpaymentexpenseDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FairValueBalanceSheetGroupingFinancialStatementCaptionsLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]", "terseLabel": "Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]" } } }, "localname": "FairValueBalanceSheetGroupingFinancialStatementCaptionsLineItems", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/FAIRVALUEMEASUREMENTSScheduleoffairvalueofimpairednotesreceivableDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueByBalanceSheetGroupingTable": { "auth_ref": [ "r330", "r333", "r334" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of information about the fair value of financial instruments, including financial assets and financial liabilities, and the measurements of those instruments, assets, and liabilities.", "label": "Fair Value, by Balance Sheet Grouping [Table]", "terseLabel": "Fair Value, by Balance Sheet Grouping [Table]" } } }, "localname": "FairValueByBalanceSheetGroupingTable", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/FAIRVALUEMEASUREMENTSScheduleoffairvalueofimpairednotesreceivableDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueByFairValueHierarchyLevelAxis": { "auth_ref": [ "r204", "r214", "r215", "r247", "r248", "r249", "r250", "r251", "r252", "r253", "r255", "r331", "r379", "r380", "r381" ], "lang": { "en-us": { "role": { "documentation": "Information by level within fair value hierarchy and fair value measured at net asset value per share as practical expedient.", "label": "Fair Value Hierarchy and NAV [Axis]", "terseLabel": "Fair Value Hierarchy and NAV [Axis]" } } }, "localname": "FairValueByFairValueHierarchyLevelAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/FAIRVALUEMEASUREMENTSScheduleoffairvalueofimpairednotesreceivableDetails", "http://www.growgeneration.com/role/INVESTMENTSScheduleofinvestmentsavailableforsalessecuritiesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueDisclosuresAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Fair Value Disclosures [Abstract]", "terseLabel": "Fair Value Disclosures [Abstract]" } } }, "localname": "FairValueDisclosuresAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_FairValueDisclosuresTextBlock": { "auth_ref": [ "r332" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.", "label": "Fair Value Disclosures [Text Block]", "terseLabel": "FAIR VALUE MEASUREMENTS" } } }, "localname": "FairValueDisclosuresTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/FAIRVALUEMEASUREMENTS" ], "xbrltype": "textBlockItemType" }, "us-gaap_FairValueInputsLevel2Member": { "auth_ref": [ "r204", "r214", "r215", "r247", "r248", "r253", "r255", "r331", "r380" ], "lang": { "en-us": { "role": { "documentation": "Inputs other than quoted prices included within level 1 that are observable for an asset or liability, either directly or indirectly, including, but not limited to, quoted prices for similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in inactive markets.", "label": "Fair Value, Inputs, Level 2 [Member]", "terseLabel": "Fair Value, Inputs, Level 2" } } }, "localname": "FairValueInputsLevel2Member", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/FAIRVALUEMEASUREMENTSScheduleoffairvalueofimpairednotesreceivableDetails", "http://www.growgeneration.com/role/INVESTMENTSScheduleofinvestmentsavailableforsalessecuritiesDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FairValueInputsLevel3Member": { "auth_ref": [ "r204", "r214", "r215", "r247", "r248", "r249", "r250", "r251", "r252", "r253", "r255", "r331", "r381" ], "lang": { "en-us": { "role": { "documentation": "Unobservable inputs that reflect the entity's own assumption about the assumptions market participants would use in pricing.", "label": "Fair Value, Inputs, Level 3 [Member]", "terseLabel": "Fair Value, Inputs, Level 3" } } }, "localname": "FairValueInputsLevel3Member", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/FAIRVALUEMEASUREMENTSScheduleoffairvalueofimpairednotesreceivableDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FairValueMeasurementsFairValueHierarchyDomain": { "auth_ref": [ "r204", "r214", "r215", "r247", "r248", "r249", "r250", "r251", "r252", "r253", "r255", "r379", "r380", "r381" ], "lang": { "en-us": { "role": { "documentation": "Categories used to prioritize the inputs to valuation techniques to measure fair value.", "label": "Fair Value Hierarchy and NAV [Domain]", "terseLabel": "Fair Value Hierarchy and NAV [Domain]" } } }, "localname": "FairValueMeasurementsFairValueHierarchyDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/FAIRVALUEMEASUREMENTSScheduleoffairvalueofimpairednotesreceivableDetails", "http://www.growgeneration.com/role/INVESTMENTSScheduleofinvestmentsavailableforsalessecuritiesDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FinancingReceivableExcludingAccruedInterestAfterAllowanceForCreditLoss": { "auth_ref": [ "r163" ], "calculation": { "http://www.growgeneration.com/role/NOTESRECEIVABLEScheduleofreceivableincludecustomertradereceivablesunderlongtermsfinancingarrangementsDetails_1": { "order": 1.0, "parentTag": "us-gaap_AccountsAndNotesReceivableNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount excluding accrued interest, after allowance for credit loss, of financing receivable.", "label": "Financing Receivable, Excluding Accrued Interest, after Allowance for Credit Loss", "terseLabel": "Note receivable, non-customer related" } } }, "localname": "FinancingReceivableExcludingAccruedInterestAfterAllowanceForCreditLoss", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/NOTESRECEIVABLEScheduleofreceivableincludecustomertradereceivablesunderlongtermsfinancingarrangementsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FinancingReceivableExcludingAccruedInterestAfterAllowanceForCreditLossCurrent": { "auth_ref": [ "r163" ], "calculation": { "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS": { "order": 4.0, "parentTag": "us-gaap_AssetsCurrent", "weight": 1.0 }, "http://www.growgeneration.com/role/NOTESRECEIVABLEScheduleofreceivableincludecustomertradereceivablesunderlongtermsfinancingarrangementsDetails": { "order": 2.0, "parentTag": "us-gaap_AccountsAndNotesReceivableNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount excluding accrued interest, after allowance for credit loss, of financing receivable classified as current.", "label": "Financing Receivable, Excluding Accrued Interest, after Allowance for Credit Loss, Current", "negatedLabel": "Less, current portion", "terseLabel": "Notes receivable, current" } } }, "localname": "FinancingReceivableExcludingAccruedInterestAfterAllowanceForCreditLossCurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS", "http://www.growgeneration.com/role/NOTESRECEIVABLEScheduleofreceivableincludecustomertradereceivablesunderlongtermsfinancingarrangementsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FinancingReceivableExcludingAccruedInterestAfterAllowanceForCreditLossNoncurrent": { "auth_ref": [ "r163" ], "calculation": { "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS": { "order": 4.0, "parentTag": "us-gaap_Assets", "weight": 1.0 }, "http://www.growgeneration.com/role/NOTESRECEIVABLEScheduleofreceivableincludecustomertradereceivablesunderlongtermsfinancingarrangementsDetails": { "order": 1.0, "parentTag": "us-gaap_AccountsAndNotesReceivableNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount excluding accrued interest, after allowance for credit loss, of financing receivable classified as noncurrent.", "label": "Financing Receivable, Excluding Accrued Interest, after Allowance for Credit Loss, Noncurrent", "terseLabel": "Notes receivables, net of current portion", "verboseLabel": "Notes receivable, noncurrent" } } }, "localname": "FinancingReceivableExcludingAccruedInterestAfterAllowanceForCreditLossNoncurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS", "http://www.growgeneration.com/role/NOTESRECEIVABLEScheduleofreceivableincludecustomertradereceivablesunderlongtermsfinancingarrangementsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FiniteLivedIntangibleAssetsAccumulatedAmortization": { "auth_ref": [ "r174" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Accumulated amount of amortization of assets, excluding financial assets and goodwill, lacking physical substance with a finite life.", "label": "Finite-Lived Intangible Assets, Accumulated Amortization", "negatedTerseLabel": "Accumulated Amortization" } } }, "localname": "FiniteLivedIntangibleAssetsAccumulatedAmortization", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/GOODWILLANDINTANGIBLEASSETSScheduleofintangibleassetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FiniteLivedIntangibleAssetsAmortizationExpenseNextTwelveMonths": { "auth_ref": [ "r176" ], "calculation": { "http://www.growgeneration.com/role/GOODWILLANDINTANGIBLEASSETSScheduleoffutureamortizationexpenseDetails": { "order": 3.0, "parentTag": "us-gaap_FiniteLivedIntangibleAssetsNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of amortization for assets, excluding financial assets and goodwill, lacking physical substance with finite life expected to be recognized in next fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Finite-Lived Intangible Asset, Expected Amortization, Year One", "terseLabel": "2022" } } }, "localname": "FiniteLivedIntangibleAssetsAmortizationExpenseNextTwelveMonths", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/GOODWILLANDINTANGIBLEASSETSScheduleoffutureamortizationexpenseDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FiniteLivedIntangibleAssetsAmortizationExpenseRemainderOfFiscalYear": { "auth_ref": [], "calculation": { "http://www.growgeneration.com/role/GOODWILLANDINTANGIBLEASSETSScheduleoffutureamortizationexpenseDetails": { "order": 1.0, "parentTag": "us-gaap_FiniteLivedIntangibleAssetsNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of amortization for assets, excluding financial assets and goodwill, lacking physical substance with finite life expected to be recognized in remainder of current fiscal year.", "label": "Finite-Lived Intangible Asset, Expected Amortization, Remainder of Fiscal Year", "terseLabel": "2021, remainder" } } }, "localname": "FiniteLivedIntangibleAssetsAmortizationExpenseRemainderOfFiscalYear", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/GOODWILLANDINTANGIBLEASSETSScheduleoffutureamortizationexpenseDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FiniteLivedIntangibleAssetsAmortizationExpenseYearFour": { "auth_ref": [ "r176" ], "calculation": { "http://www.growgeneration.com/role/GOODWILLANDINTANGIBLEASSETSScheduleoffutureamortizationexpenseDetails": { "order": 5.0, "parentTag": "us-gaap_FiniteLivedIntangibleAssetsNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of amortization for assets, excluding financial assets and goodwill, lacking physical substance with finite life expected to be recognized in fourth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Finite-Lived Intangible Asset, Expected Amortization, Year Four", "terseLabel": "2025" } } }, "localname": "FiniteLivedIntangibleAssetsAmortizationExpenseYearFour", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/GOODWILLANDINTANGIBLEASSETSScheduleoffutureamortizationexpenseDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FiniteLivedIntangibleAssetsAmortizationExpenseYearThree": { "auth_ref": [ "r176" ], "calculation": { "http://www.growgeneration.com/role/GOODWILLANDINTANGIBLEASSETSScheduleoffutureamortizationexpenseDetails": { "order": 6.0, "parentTag": "us-gaap_FiniteLivedIntangibleAssetsNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of amortization for assets, excluding financial assets and goodwill, lacking physical substance with finite life expected to be recognized in third fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Finite-Lived Intangible Asset, Expected Amortization, Year Three", "terseLabel": "2024" } } }, "localname": "FiniteLivedIntangibleAssetsAmortizationExpenseYearThree", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/GOODWILLANDINTANGIBLEASSETSScheduleoffutureamortizationexpenseDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FiniteLivedIntangibleAssetsAmortizationExpenseYearTwo": { "auth_ref": [ "r176" ], "calculation": { "http://www.growgeneration.com/role/GOODWILLANDINTANGIBLEASSETSScheduleoffutureamortizationexpenseDetails": { "order": 4.0, "parentTag": "us-gaap_FiniteLivedIntangibleAssetsNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of amortization for assets, excluding financial assets and goodwill, lacking physical substance with finite life expected to be recognized in second fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Finite-Lived Intangible Asset, Expected Amortization, Year Two", "terseLabel": "2023" } } }, "localname": "FiniteLivedIntangibleAssetsAmortizationExpenseYearTwo", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/GOODWILLANDINTANGIBLEASSETSScheduleoffutureamortizationexpenseDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FiniteLivedIntangibleAssetsByMajorClassAxis": { "auth_ref": [ "r171", "r172", "r174", "r177", "r391", "r395" ], "lang": { "en-us": { "role": { "documentation": "Information by major type or class of finite-lived intangible assets.", "label": "Finite-Lived Intangible Assets by Major Class [Axis]", "terseLabel": "Finite-Lived Intangible Assets by Major Class [Axis]" } } }, "localname": "FiniteLivedIntangibleAssetsByMajorClassAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/GOODWILLANDINTANGIBLEASSETSScheduleofintangibleassetsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FiniteLivedIntangibleAssetsLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Finite-Lived Intangible Assets [Line Items]", "terseLabel": "Finite-Lived Intangible Assets [Line Items]" } } }, "localname": "FiniteLivedIntangibleAssetsLineItems", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/GOODWILLANDINTANGIBLEASSETSScheduleofintangibleassetsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FiniteLivedIntangibleAssetsMajorClassNameDomain": { "auth_ref": [ "r171", "r173" ], "lang": { "en-us": { "role": { "documentation": "The major class of finite-lived intangible asset (for example, patents, trademarks, copyrights, etc.) A major class is composed of intangible assets that can be grouped together because they are similar, either by their nature or by their use in the operations of a company.", "label": "Finite-Lived Intangible Assets, Major Class Name [Domain]", "terseLabel": "Finite-Lived Intangible Assets, Major Class Name [Domain]" } } }, "localname": "FiniteLivedIntangibleAssetsMajorClassNameDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/GOODWILLANDINTANGIBLEASSETSScheduleofintangibleassetsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FiniteLivedIntangibleAssetsNet": { "auth_ref": [ "r174", "r391" ], "calculation": { "http://www.growgeneration.com/role/GOODWILLANDINTANGIBLEASSETSScheduleoffutureamortizationexpenseDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount after amortization of assets, excluding financial assets and goodwill, lacking physical substance with a finite life.", "label": "Finite-Lived Intangible Assets, Net", "totalLabel": "Total" } } }, "localname": "FiniteLivedIntangibleAssetsNet", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/GOODWILLANDINTANGIBLEASSETSScheduleoffutureamortizationexpenseDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FurnitureAndFixturesMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Equipment commonly used in offices and stores that have no permanent connection to the structure of a building or utilities. Examples include, but are not limited to, desks, chairs, tables, and bookcases.", "label": "Furniture and Fixtures [Member]", "terseLabel": "Furniture, fixtures and equipment" } } }, "localname": "FurnitureAndFixturesMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/PROPERTYANDEQUIPMENTScheduleofpropertyandequipmentDetails" ], "xbrltype": "domainItemType" }, "us-gaap_Goodwill": { "auth_ref": [ "r166", "r167", "r375", "r409" ], "calculation": { "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS": { "order": 6.0, "parentTag": "us-gaap_Assets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.", "label": "Goodwill", "periodEndLabel": "Balance, end of period", "periodStartLabel": "Balance, beginning of period", "terseLabel": "Goodwill" } } }, "localname": "Goodwill", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS", "http://www.growgeneration.com/role/GOODWILLANDINTANGIBLEASSETSScheduleofgoodwillDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_GoodwillAndIntangibleAssetsDisclosureAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Goodwill and Intangible Assets Disclosure [Abstract]", "terseLabel": "Goodwill and Intangible Assets Disclosure [Abstract]" } } }, "localname": "GoodwillAndIntangibleAssetsDisclosureAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_GoodwillAndIntangibleAssetsDisclosureTextBlock": { "auth_ref": [ "r178" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for goodwill and intangible assets.", "label": "Goodwill and Intangible Assets Disclosure [Text Block]", "terseLabel": "GOODWILL AND INTANGIBLE ASSETS" } } }, "localname": "GoodwillAndIntangibleAssetsDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/GOODWILLANDINTANGIBLEASSETS" ], "xbrltype": "textBlockItemType" }, "us-gaap_GoodwillRollForward": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period.", "label": "Goodwill [Roll Forward]", "terseLabel": "Goodwill [Roll Forward]" } } }, "localname": "GoodwillRollForward", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/GOODWILLANDINTANGIBLEASSETSScheduleofgoodwillDetails" ], "xbrltype": "stringItemType" }, "us-gaap_GrossProfit": { "auth_ref": [ "r57", "r82", "r129", "r131", "r134", "r137", "r139", "r155", "r184", "r185", "r186", "r188", "r189", "r190", "r191", "r192", "r193", "r194", "r335" ], "calculation": { "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDSTATEMENTSOFOPERATIONS": { "order": 1.0, "parentTag": "us-gaap_OperatingIncomeLoss", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Aggregate revenue less cost of goods and services sold or operating expenses directly attributable to the revenue generation activity.", "label": "Gross Profit", "totalLabel": "Gross profit" } } }, "localname": "GrossProfit", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDSTATEMENTSOFOPERATIONS" ], "xbrltype": "monetaryItemType" }, "us-gaap_ImmediateFamilyMemberOfManagementOrPrincipalOwnerMember": { "auth_ref": [ "r367", "r368" ], "lang": { "en-us": { "role": { "documentation": "Family member whom a principal owner or a member of management might control or influence, or by whom they might be controlled or influenced, because of the family relationship.", "label": "Immediate Family Member of Management or Principal Owner [Member]", "terseLabel": "Immediate Family Member of Management or Principal Owner" } } }, "localname": "ImmediateFamilyMemberOfManagementOrPrincipalOwnerMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/RELATEDPARTIESNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest": { "auth_ref": [ "r53", "r129", "r131", "r134", "r137", "r139", "r408", "r417", "r420", "r435" ], "calculation": { "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDSTATEMENTSOFOPERATIONS": { "order": 1.0, "parentTag": "us-gaap_NetIncomeLoss", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.", "label": "Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest", "terseLabel": "Net income before taxes" } } }, "localname": "IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDSTATEMENTSOFOPERATIONS" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeStatementAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Income Statement [Abstract]", "terseLabel": "Income Statement [Abstract]" } } }, "localname": "IncomeStatementAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_IncomeTaxExpenseBenefit": { "auth_ref": [ "r83", "r102", "r103", "r128", "r285", "r293", "r294", "r436" ], "calculation": { "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDSTATEMENTSOFOPERATIONS": { "order": 2.0, "parentTag": "us-gaap_NetIncomeLoss", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.", "label": "Income Tax Expense (Benefit)", "negatedLabel": "Provision for income taxes" } } }, "localname": "IncomeTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDSTATEMENTSOFOPERATIONS" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeTaxesPaidNet": { "auth_ref": [ "r76" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The amount of cash paid during the current period to foreign, federal, state, and local authorities as taxes on income, net of any cash received during the current period as refunds for the overpayment of taxes.", "label": "Income Taxes Paid, Net", "terseLabel": "Cash paid for interest" } } }, "localname": "IncomeTaxesPaidNet", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDSTATEMENTOFCASHFLOWSUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeTaxesReceivable": { "auth_ref": [ "r42", "r415", "r432" ], "calculation": { "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS": { "order": 6.0, "parentTag": "us-gaap_AssetsCurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Carrying amount due within one year of the balance sheet date (or one operating cycle, if longer) from tax authorities as of the balance sheet date representing refunds of overpayments or recoveries based on agreed-upon resolutions of disputes.", "label": "Income Taxes Receivable, Current", "terseLabel": "Income taxes receivable" } } }, "localname": "IncomeTaxesReceivable", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInAccountsAndNotesReceivable": { "auth_ref": [ "r72" ], "calculation": { "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDSTATEMENTOFCASHFLOWSUnaudited": { "order": 11.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The increase (decrease) during the reporting period of the sum of amounts due within one year (or one business cycle) from customers for the credit sale of goods and services; and from note holders for outstanding loans.", "label": "Increase (Decrease) in Accounts and Notes Receivable", "negatedTerseLabel": "Accounts and notes receivable" } } }, "localname": "IncreaseDecreaseInAccountsAndNotesReceivable", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDSTATEMENTOFCASHFLOWSUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInAccountsPayableAndAccruedLiabilities": { "auth_ref": [ "r72" ], "calculation": { "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDSTATEMENTOFCASHFLOWSUnaudited": { "order": 6.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The increase (decrease) during the reporting period in the amounts payable to vendors for goods and services received and the amount of obligations and expenses incurred but not paid.", "label": "Increase (Decrease) in Accounts Payable and Accrued Liabilities", "terseLabel": "Accounts payable and accrued liabilities" } } }, "localname": "IncreaseDecreaseInAccountsPayableAndAccruedLiabilities", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDSTATEMENTOFCASHFLOWSUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInAccruedIncomeTaxesPayable": { "auth_ref": [ "r72" ], "calculation": { "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDSTATEMENTOFCASHFLOWSUnaudited": { "order": 8.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The increase (decrease) during the period in the amount due for taxes based on the reporting entity's earnings or attributable to the entity's income earning process (business presence) within a given jurisdiction.", "label": "Increase (Decrease) in Income Taxes Payable", "terseLabel": "Income taxes payable" } } }, "localname": "IncreaseDecreaseInAccruedIncomeTaxesPayable", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDSTATEMENTOFCASHFLOWSUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInAccruedSalaries": { "auth_ref": [ "r72" ], "calculation": { "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDSTATEMENTOFCASHFLOWSUnaudited": { "order": 7.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The increase (decrease) during the period in accrued salaries.", "label": "Increase (Decrease) in Accrued Salaries", "terseLabel": "Payroll and payroll tax liabilities" } } }, "localname": "IncreaseDecreaseInAccruedSalaries", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDSTATEMENTOFCASHFLOWSUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInContractWithCustomerAsset": { "auth_ref": [ "r72" ], "calculation": { "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDSTATEMENTOFCASHFLOWSUnaudited": { "order": 9.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of increase (decrease) in right to consideration in exchange for good or service transferred to customer when right is conditioned on something other than passage of time.", "label": "Increase (Decrease) in Contract with Customer, Asset", "negatedTerseLabel": "Customer deposits" } } }, "localname": "IncreaseDecreaseInContractWithCustomerAsset", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDSTATEMENTOFCASHFLOWSUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInContractWithCustomerLiability": { "auth_ref": [ "r72", "r389" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of increase (decrease) in obligation to transfer good or service to customer for which consideration has been received or is receivable.", "label": "Increase (Decrease) in Contract with Customer, Liability", "terseLabel": "Increase (decrease)" } } }, "localname": "IncreaseDecreaseInContractWithCustomerLiability", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/REVENUERECOGNITIONScheduleofcustomertradereceivablesandcustomerdepositliabilityDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInInventories": { "auth_ref": [ "r72" ], "calculation": { "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDSTATEMENTOFCASHFLOWSUnaudited": { "order": 12.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The increase (decrease) during the reporting period in the aggregate value of all inventory held by the reporting entity, associated with underlying transactions that are classified as operating activities.", "label": "Increase (Decrease) in Inventories", "negatedTerseLabel": "Inventory" } } }, "localname": "IncreaseDecreaseInInventories", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDSTATEMENTOFCASHFLOWSUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInPrepaidDeferredExpenseAndOtherAssets": { "auth_ref": [ "r72" ], "calculation": { "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDSTATEMENTOFCASHFLOWSUnaudited": { "order": 13.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of increase (decrease) in prepaid expenses, and assets classified as other.", "label": "Increase (Decrease) in Prepaid Expense and Other Assets", "negatedTerseLabel": "Prepaid expenses and other assets" } } }, "localname": "IncreaseDecreaseInPrepaidDeferredExpenseAndOtherAssets", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDSTATEMENTOFCASHFLOWSUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInStockholdersEquityRollForward": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period.", "label": "Increase (Decrease) in Stockholders' Equity [Roll Forward]", "terseLabel": "Increase (Decrease) in Stockholders' Equity [Roll Forward]" } } }, "localname": "IncreaseDecreaseInStockholdersEquityRollForward", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDSTATEMENTSOFSTOCKHOLDERSEQUITYUnaudited" ], "xbrltype": "stringItemType" }, "us-gaap_InformationByCategoryOfDebtSecurityAxis": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Information by category of debt security, either available-for-sale or held-to-maturity.", "label": "Debt Security Category [Axis]", "terseLabel": "Debt Security Category [Axis]" } } }, "localname": "InformationByCategoryOfDebtSecurityAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/INVESTMENTSScheduleofinvestmentsavailableforsalessecuritiesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_IntangibleAssetsGrossExcludingGoodwill": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before accumulated amortization of intangible assets, excluding goodwill.", "label": "Intangible Assets, Gross (Excluding Goodwill)", "terseLabel": "Gross Carrying Amount" } } }, "localname": "IntangibleAssetsGrossExcludingGoodwill", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/GOODWILLANDINTANGIBLEASSETSScheduleofintangibleassetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IntellectualPropertyMember": { "auth_ref": [ "r308" ], "lang": { "en-us": { "role": { "documentation": "Intangible asset arising from original creative thought. Include, but is not limited to, trademarks, patents, and copyrights.", "label": "Intellectual Property [Member]", "terseLabel": "Intellectual property" } } }, "localname": "IntellectualPropertyMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/GOODWILLANDINTANGIBLEASSETSScheduleofintangibleassetsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_InterestExpenseDebt": { "auth_ref": [ "r63", "r209", "r213", "r216", "r217" ], "calculation": { "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDSTATEMENTSOFOPERATIONS": { "order": 3.0, "parentTag": "us-gaap_NonoperatingIncomeExpense", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of the cost of borrowed funds accounted for as interest expense for debt.", "label": "Interest Expense, Debt", "negatedLabel": "Interest expense" } } }, "localname": "InterestExpenseDebt", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDSTATEMENTSOFOPERATIONS" ], "xbrltype": "monetaryItemType" }, "us-gaap_InterestIncomeExpenseNonoperatingNet": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The net amount of nonoperating interest income (expense).", "label": "Interest Income (Expense), Nonoperating, Net", "terseLabel": "Interest expense" } } }, "localname": "InterestIncomeExpenseNonoperatingNet", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/LONGTERMDEBTNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_InventoryNet": { "auth_ref": [ "r6", "r45", "r375" ], "calculation": { "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS": { "order": 5.0, "parentTag": "us-gaap_AssetsCurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount after valuation and LIFO reserves of inventory expected to be sold, or consumed within one year or operating cycle, if longer.", "label": "Inventory, Net", "terseLabel": "Inventory, net" } } }, "localname": "InventoryNet", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_InvestmentIncomeInterest": { "auth_ref": [ "r61", "r127" ], "calculation": { "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDSTATEMENTSOFOPERATIONS": { "order": 2.0, "parentTag": "us-gaap_NonoperatingIncomeExpense", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount before accretion (amortization) of purchase discount (premium) of interest income on nonoperating securities.", "label": "Investment Income, Interest", "terseLabel": "Interest income" } } }, "localname": "InvestmentIncomeInterest", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDSTATEMENTSOFOPERATIONS" ], "xbrltype": "monetaryItemType" }, "us-gaap_InvestmentTextBlock": { "auth_ref": [ "r153", "r154", "r156", "r157" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for investment.", "label": "Investment [Text Block]", "terseLabel": "INVESTMENTS" } } }, "localname": "InvestmentTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/INVESTMENTS" ], "xbrltype": "textBlockItemType" }, "us-gaap_InvestmentsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Investments [Abstract]", "terseLabel": "Investments [Abstract]" } } }, "localname": "InvestmentsAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_LeaseCost": { "auth_ref": [ "r358", "r360" ], "calculation": { "http://www.growgeneration.com/role/LEASESScheduleofoperatingleaseassetsDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of lease cost recognized by lessee for lease contract.", "label": "Lease, Cost", "totalLabel": "Total operating lease costs" } } }, "localname": "LeaseCost", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/LEASESScheduleofoperatingleaseassetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LeaseCostTableTextBlock": { "auth_ref": [ "r358" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of lessee's lease cost. Includes, but is not limited to, interest expense for finance lease, amortization of right-of-use asset for finance lease, operating lease cost, short-term lease cost, variable lease cost and sublease income.", "label": "Lease, Cost [Table Text Block]", "terseLabel": "Schedule of other information related to leases" } } }, "localname": "LeaseCostTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/LEASESTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_LeaseholdImprovementsMember": { "auth_ref": [ "r180" ], "lang": { "en-us": { "role": { "documentation": "Additions or improvements to assets held under a lease arrangement.", "label": "Leasehold Improvements [Member]", "terseLabel": "Leasehold improvements" } } }, "localname": "LeaseholdImprovementsMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/PROPERTYANDEQUIPMENTScheduleofpropertyandequipmentDetails" ], "xbrltype": "domainItemType" }, "us-gaap_LeasesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Leases [Abstract]", "terseLabel": "Leases [Abstract]" } } }, "localname": "LeasesAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_LegalFees": { "auth_ref": [ "r59" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The amount of expense provided in the period for legal costs incurred on or before the balance sheet date pertaining to resolved, pending or threatened litigation, including arbitration and mediation proceedings.", "label": "Legal Fees", "terseLabel": "Legal services" } } }, "localname": "LegalFees", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/RELATEDPARTIESNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LesseeOperatingLeaseLiabilityMaturityTableTextBlock": { "auth_ref": [ "r359" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of undiscounted cash flows of lessee's operating lease liability. Includes, but is not limited to, reconciliation of undiscounted cash flows to operating lease liability recognized in statement of financial position.", "label": "Lessee, Operating Lease, Liability, Maturity [Table Text Block]", "terseLabel": "Schedule of Operating Lease Liabilities Maturity" } } }, "localname": "LesseeOperatingLeaseLiabilityMaturityTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/LEASESTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDue": { "auth_ref": [ "r359" ], "calculation": { "http://www.growgeneration.com/role/LEASESScheduleoffutureminimumrentalpaymentsDetails": { "order": null, "parentTag": null, "root": true, "weight": null }, "http://www.growgeneration.com/role/LEASESScheduleoffutureminimumrentalpaymentsDetails_1": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for operating lease.", "label": "Lessee, Operating Lease, Liability, to be Paid", "totalLabel": "Total lease payments" } } }, "localname": "LesseeOperatingLeaseLiabilityPaymentsDue", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/LEASESScheduleoffutureminimumrentalpaymentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDueNextTwelveMonths": { "auth_ref": [ "r359" ], "calculation": { "http://www.growgeneration.com/role/LEASESScheduleoffutureminimumrentalpaymentsDetails_1": { "order": 5.0, "parentTag": "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for operating lease to be paid in next fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Lessee, Operating Lease, Liability, to be Paid, Year One", "terseLabel": "2022" } } }, "localname": "LesseeOperatingLeaseLiabilityPaymentsDueNextTwelveMonths", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/LEASESScheduleoffutureminimumrentalpaymentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDueYearFour": { "auth_ref": [ "r359" ], "calculation": { "http://www.growgeneration.com/role/LEASESScheduleoffutureminimumrentalpaymentsDetails_1": { "order": 4.0, "parentTag": "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for operating lease to be paid in fourth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Lessee, Operating Lease, Liability, to be Paid, Year Four", "terseLabel": "2025" } } }, "localname": "LesseeOperatingLeaseLiabilityPaymentsDueYearFour", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/LEASESScheduleoffutureminimumrentalpaymentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDueYearThree": { "auth_ref": [ "r359" ], "calculation": { "http://www.growgeneration.com/role/LEASESScheduleoffutureminimumrentalpaymentsDetails_1": { "order": 2.0, "parentTag": "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for operating lease to be paid in third fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Lessee, Operating Lease, Liability, to be Paid, Year Three", "terseLabel": "2024" } } }, "localname": "LesseeOperatingLeaseLiabilityPaymentsDueYearThree", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/LEASESScheduleoffutureminimumrentalpaymentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDueYearTwo": { "auth_ref": [ "r359" ], "calculation": { "http://www.growgeneration.com/role/LEASESScheduleoffutureminimumrentalpaymentsDetails_1": { "order": 3.0, "parentTag": "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for operating lease to be paid in second fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Lessee, Operating Lease, Liability, to be Paid, Year Two", "terseLabel": "2023" } } }, "localname": "LesseeOperatingLeaseLiabilityPaymentsDueYearTwo", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/LEASESScheduleoffutureminimumrentalpaymentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LesseeOperatingLeaseLiabilityPaymentsRemainderOfFiscalYear": { "auth_ref": [ "r359" ], "calculation": { "http://www.growgeneration.com/role/LEASESScheduleoffutureminimumrentalpaymentsDetails_1": { "order": 1.0, "parentTag": "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for operating lease having initial or remaining lease term in excess of one year to be paid in remainder of current fiscal year.", "label": "Lessee, Operating Lease, Liability, to be Paid, Remainder of Fiscal Year", "terseLabel": "2021 (remainder of the year)" } } }, "localname": "LesseeOperatingLeaseLiabilityPaymentsRemainderOfFiscalYear", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/LEASESScheduleoffutureminimumrentalpaymentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LesseeOperatingLeaseLiabilityUndiscountedExcessAmount": { "auth_ref": [ "r359" ], "calculation": { "http://www.growgeneration.com/role/LEASESScheduleoffutureminimumrentalpaymentsDetails": { "order": 1.0, "parentTag": "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payments in excess of discounted obligation for lease payments for operating lease.", "label": "Lessee, Operating Lease, Liability, Undiscounted Excess Amount", "negatedLabel": "Less: Imputed interest" } } }, "localname": "LesseeOperatingLeaseLiabilityUndiscountedExcessAmount", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/LEASESScheduleoffutureminimumrentalpaymentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LesseeOperatingLeaseRemainingLeaseTerm": { "auth_ref": [ "r351" ], "lang": { "en-us": { "role": { "documentation": "Remaining lease term of operating lease, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days.", "label": "Lessee, Operating Lease, Remaining Lease Term", "terseLabel": "Operating lease remaining lease term" } } }, "localname": "LesseeOperatingLeaseRemainingLeaseTerm", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/LEASESNarrativeDetails" ], "xbrltype": "durationItemType" }, "us-gaap_LesseeOperatingLeaseRenewalTerm": { "auth_ref": [ "r352" ], "lang": { "en-us": { "role": { "documentation": "Term of lessee's operating lease renewal, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days.", "label": "Lessee, Operating Lease, Renewal Term", "terseLabel": "Operating lease extension term" } } }, "localname": "LesseeOperatingLeaseRenewalTerm", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/LEASESNarrativeDetails" ], "xbrltype": "durationItemType" }, "us-gaap_LesseeOperatingLeasesTextBlock": { "auth_ref": [ "r361" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for operating leases of lessee. Includes, but is not limited to, description of operating lease and maturity analysis of operating lease liability.", "label": "Lessee, Operating Leases [Text Block]", "terseLabel": "LEASES" } } }, "localname": "LesseeOperatingLeasesTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/LEASES" ], "xbrltype": "textBlockItemType" }, "us-gaap_Liabilities": { "auth_ref": [ "r35", "r82", "r133", "r155", "r184", "r185", "r186", "r188", "r189", "r190", "r191", "r192", "r193", "r194", "r317", "r318", "r319", "r335", "r373", "r374" ], "calculation": { "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS": { "order": 1.0, "parentTag": "us-gaap_LiabilitiesAndStockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Sum of the carrying amounts as of the balance sheet date of all liabilities that are recognized. Liabilities are probable future sacrifices of economic benefits arising from present obligations of an entity to transfer assets or provide services to other entities in the future.", "label": "Liabilities", "totalLabel": "Total liabilities" } } }, "localname": "Liabilities", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_LiabilitiesAndStockholdersEquity": { "auth_ref": [ "r24", "r82", "r155", "r335", "r375", "r414", "r429" ], "calculation": { "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of liabilities and equity items, including the portion of equity attributable to noncontrolling interests, if any.", "label": "Liabilities and Equity", "totalLabel": "TOTAL LIABILITIES AND STOCKHOLDERS\u2019 EQUITY" } } }, "localname": "LiabilitiesAndStockholdersEquity", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_LiabilitiesAndStockholdersEquityAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Liabilities and Equity [Abstract]", "terseLabel": "LIABILITIES & STOCKHOLDERS\u2019 EQUITY" } } }, "localname": "LiabilitiesAndStockholdersEquityAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS" ], "xbrltype": "stringItemType" }, "us-gaap_LiabilitiesCurrent": { "auth_ref": [ "r37", "r82", "r155", "r184", "r185", "r186", "r188", "r189", "r190", "r191", "r192", "r193", "r194", "r317", "r318", "r319", "r335", "r373", "r374", "r375" ], "calculation": { "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS": { "order": 1.0, "parentTag": "us-gaap_Liabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Total obligations incurred as part of normal operations that are expected to be paid during the following twelve months or within one business cycle, if longer.", "label": "Liabilities, Current", "totalLabel": "Total current liabilities" } } }, "localname": "LiabilitiesCurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_LiabilitiesCurrentAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Liabilities, Current [Abstract]", "terseLabel": "Current liabilities:" } } }, "localname": "LiabilitiesCurrentAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS" ], "xbrltype": "stringItemType" }, "us-gaap_LoansNotesTradeAndOtherReceivablesDisclosureTextBlock": { "auth_ref": [ "r147" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for claims held for amounts due a entity, excluding financing receivables. Examples include, but are not limited to, trade accounts receivables, notes receivables, loans receivables. Includes disclosure for allowance for credit losses.", "label": "Loans, Notes, Trade and Other Receivables Disclosure [Text Block]", "terseLabel": "NOTES RECEIVABLE" } } }, "localname": "LoansNotesTradeAndOtherReceivablesDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/NOTESRECEIVABLE" ], "xbrltype": "textBlockItemType" }, "us-gaap_LongTermDebt": { "auth_ref": [ "r16", "r203", "r212", "r214", "r215", "r413", "r427" ], "calculation": { "http://www.growgeneration.com/role/LONGTERMDEBTScheduleoflongtermdebtDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount, after unamortized (discount) premium and debt issuance costs, of long-term debt. Includes, but not limited to, notes payable, bonds payable, debentures, mortgage loans and commercial paper. Excludes capital lease obligations.", "label": "Long-term Debt", "totalLabel": "Long-term debt" } } }, "localname": "LongTermDebt", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/LONGTERMDEBTScheduleoflongtermdebtDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LongTermDebtCurrent": { "auth_ref": [ "r34" ], "calculation": { "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS": { "order": 8.0, "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0 }, "http://www.growgeneration.com/role/LONGTERMDEBTScheduleoflongtermdebtDetails": { "order": 1.0, "parentTag": "us-gaap_LongTermDebt", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount, after unamortized (discount) premium and debt issuance costs, of long-term debt, classified as current. Includes, but not limited to, notes payable, bonds payable, debentures, mortgage loans and commercial paper. Excludes capital lease obligations.", "label": "Long-term Debt, Current Maturities", "negatedLabel": "Less Current Maturities", "terseLabel": "Current portion of long-term debt" } } }, "localname": "LongTermDebtCurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS", "http://www.growgeneration.com/role/LONGTERMDEBTScheduleoflongtermdebtDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LongTermDebtNoncurrent": { "auth_ref": [ "r39" ], "calculation": { "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS": { "order": 4.0, "parentTag": "us-gaap_Liabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount after unamortized (discount) premium and debt issuance costs of long-term debt classified as noncurrent and excluding amounts to be repaid within one year or the normal operating cycle, if longer. Includes, but not limited to, notes payable, bonds payable, debentures, mortgage loans and commercial paper. Excludes capital lease obligations.", "label": "Long-term Debt, Excluding Current Maturities", "terseLabel": "Long-term debt, net of current portion" } } }, "localname": "LongTermDebtNoncurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_LongTermDebtTextBlock": { "auth_ref": [ "r218" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for long-term debt.", "label": "Long-term Debt [Text Block]", "terseLabel": "LONG-TERM DEBT" } } }, "localname": "LongTermDebtTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/LONGTERMDEBT" ], "xbrltype": "textBlockItemType" }, "us-gaap_MarketableSecurities": { "auth_ref": [ "r416" ], "calculation": { "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS": { "order": 2.0, "parentTag": "us-gaap_AssetsCurrent", "weight": 1.0 }, "http://www.growgeneration.com/role/INVESTMENTSScheduleofinvestmentsavailableforsalessecuritiesDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of investment in marketable security.", "label": "Marketable Securities", "terseLabel": "Marketable securities", "totalLabel": "Marketable securities" } } }, "localname": "MarketableSecurities", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS", "http://www.growgeneration.com/role/FAIRVALUEMEASUREMENTSScheduleoffairvalueofimpairednotesreceivableDetails", "http://www.growgeneration.com/role/INVESTMENTSScheduleofinvestmentsavailableforsalessecuritiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_MarketableSecuritiesLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Marketable Securities [Line Items]", "terseLabel": "Marketable Securities [Line Items]" } } }, "localname": "MarketableSecuritiesLineItems", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/INVESTMENTSScheduleofinvestmentsavailableforsalessecuritiesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_MarketableSecuritiesPolicy": { "auth_ref": [ "r421" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for investment classified as marketable security.", "label": "Marketable Securities, Policy [Policy Text Block]", "terseLabel": "Securities" } } }, "localname": "MarketableSecuritiesPolicy", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/GENERALPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_MarketableSecuritiesTable": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Disclosure of information about investment in marketable security.", "label": "Marketable Securities [Table]", "terseLabel": "Marketable Securities [Table]" } } }, "localname": "MarketableSecuritiesTable", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/INVESTMENTSScheduleofinvestmentsavailableforsalessecuritiesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_MarketableSecuritiesTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of marketable securities. This may consist of investments in certain debt and equity securities, short-term investments and other assets.", "label": "Marketable Securities [Table Text Block]", "terseLabel": "Schedule of investments, available for sales securities" } } }, "localname": "MarketableSecuritiesTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/INVESTMENTSTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_NetCashProvidedByUsedInFinancingActivities": { "auth_ref": [ "r70" ], "calculation": { "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDSTATEMENTOFCASHFLOWSUnaudited": { "order": 3.0, "parentTag": "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseIncludingExchangeRateEffect", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cash inflow (outflow) from financing activities, including discontinued operations. Financing activity cash flows include obtaining resources from owners and providing them with a return on, and a return of, their investment; borrowing money and repaying amounts borrowed, or settling the obligation; and obtaining and paying for other resources obtained from creditors on long-term credit.", "label": "Net Cash Provided by (Used in) Financing Activities", "totalLabel": "Net cash provided by (used in) financing activities" } } }, "localname": "NetCashProvidedByUsedInFinancingActivities", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDSTATEMENTOFCASHFLOWSUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_NetCashProvidedByUsedInFinancingActivitiesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Net Cash Provided by (Used in) Financing Activities [Abstract]", "terseLabel": "Cash flows from financing activities:" } } }, "localname": "NetCashProvidedByUsedInFinancingActivitiesAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDSTATEMENTOFCASHFLOWSUnaudited" ], "xbrltype": "stringItemType" }, "us-gaap_NetCashProvidedByUsedInInvestingActivities": { "auth_ref": [ "r70" ], "calculation": { "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDSTATEMENTOFCASHFLOWSUnaudited": { "order": 2.0, "parentTag": "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseIncludingExchangeRateEffect", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cash inflow (outflow) from investing activities, including discontinued operations. Investing activity cash flows include making and collecting loans and acquiring and disposing of debt or equity instruments and property, plant, and equipment and other productive assets.", "label": "Net Cash Provided by (Used in) Investing Activities", "totalLabel": "Net cash used in investing activities" } } }, "localname": "NetCashProvidedByUsedInInvestingActivities", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDSTATEMENTOFCASHFLOWSUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_NetCashProvidedByUsedInInvestingActivitiesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Net Cash Provided by (Used in) Investing Activities [Abstract]", "terseLabel": "Cash flows from investing activities:" } } }, "localname": "NetCashProvidedByUsedInInvestingActivitiesAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDSTATEMENTOFCASHFLOWSUnaudited" ], "xbrltype": "stringItemType" }, "us-gaap_NetCashProvidedByUsedInOperatingActivities": { "auth_ref": [ "r70", "r71", "r74" ], "calculation": { "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDSTATEMENTOFCASHFLOWSUnaudited": { "order": 1.0, "parentTag": "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseIncludingExchangeRateEffect", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "Amount of cash inflow (outflow) from operating activities, including discontinued operations. Operating activity cash flows include transactions, adjustments, and changes in value not defined as investing or financing activities.", "label": "Net Cash Provided by (Used in) Operating Activities", "totalLabel": "Net cash provided by operating activities" } } }, "localname": "NetCashProvidedByUsedInOperatingActivities", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDSTATEMENTOFCASHFLOWSUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_NetCashProvidedByUsedInOperatingActivitiesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Net Cash Provided by (Used in) Operating Activities [Abstract]", "terseLabel": "Cash flows from operating activities:" } } }, "localname": "NetCashProvidedByUsedInOperatingActivitiesAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDSTATEMENTOFCASHFLOWSUnaudited" ], "xbrltype": "stringItemType" }, "us-gaap_NetIncomeLoss": { "auth_ref": [ "r3", "r48", "r49", "r52", "r54", "r74", "r82", "r90", "r94", "r95", "r97", "r98", "r102", "r103", "r111", "r129", "r131", "r134", "r137", "r139", "r155", "r184", "r185", "r186", "r188", "r189", "r190", "r191", "r192", "r193", "r194", "r329", "r335", "r418", "r433" ], "calculation": { "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDSTATEMENTOFCASHFLOWSUnaudited": { "order": 1.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 }, "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDSTATEMENTSOFOPERATIONS": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.", "label": "Net Income (Loss) Attributable to Parent", "terseLabel": "Net income (loss)", "totalLabel": "Net income", "verboseLabel": "Net income" } } }, "localname": "NetIncomeLoss", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDSTATEMENTOFCASHFLOWSUnaudited", "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDSTATEMENTSOFOPERATIONS", "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDSTATEMENTSOFSTOCKHOLDERSEQUITYUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_NetIncomeLossAvailableToCommonStockholdersBasic": { "auth_ref": [ "r94", "r95", "r97", "r98", "r107", "r108", "r112", "r115", "r129", "r131", "r134", "r137", "r139" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders.", "label": "Net Income (Loss) Available to Common Stockholders, Basic", "terseLabel": "Net income" } } }, "localname": "NetIncomeLossAvailableToCommonStockholdersBasic", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/EARNINGSPERSHAREScheduleofweightedaveragesharesdenominatorusedinthebasicanddilutiveearningspershareDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_NewAccountingPronouncementsAndChangesInAccountingPrinciplesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Accounting Standards Update and Change in Accounting Principle [Abstract]", "terseLabel": "Accounting Standards Update and Change in Accounting Principle [Abstract]" } } }, "localname": "NewAccountingPronouncementsAndChangesInAccountingPrinciplesAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_NewAccountingPronouncementsAndChangesInAccountingPrinciplesTextBlock": { "auth_ref": [ "r2", "r88", "r89", "r92", "r93", "r104", "r105", "r106", "r148", "r149", "r159", "r160", "r241", "r242", "r243", "r244", "r281", "r290", "r291", "r292", "r326", "r336", "r337", "r338", "r364", "r392", "r393", "r394", "r445", "r446", "r447", "r448", "r450", "r466" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for change in accounting principle. Includes, but is not limited to, nature, reason, and method of adopting amendment to accounting standards or other change in accounting principle.", "label": "Accounting Standards Update and Change in Accounting Principle [Text Block]", "terseLabel": "RECENT ACCOUNTING PRONOUNCEMENTS" } } }, "localname": "NewAccountingPronouncementsAndChangesInAccountingPrinciplesTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/RECENTACCOUNTINGPRONOUNCEMENTS" ], "xbrltype": "textBlockItemType" }, "us-gaap_NewAccountingPronouncementsPolicyPolicyTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy pertaining to new accounting pronouncements that may impact the entity's financial reporting. Includes, but is not limited to, quantification of the expected or actual impact.", "label": "New Accounting Pronouncements, Policy [Policy Text Block]", "terseLabel": "New Accounting Pronouncements and Recently Adopted Accounting Pronouncements" } } }, "localname": "NewAccountingPronouncementsPolicyPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/GENERALPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_NonoperatingIncomeExpense": { "auth_ref": [ "r62" ], "calculation": { "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDSTATEMENTSOFOPERATIONS": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The aggregate amount of income or expense from ancillary business-related activities (that is to say, excluding major activities considered part of the normal operations of the business).", "label": "Nonoperating Income (Expense)", "totalLabel": "Total non-operating income (expense), net" } } }, "localname": "NonoperatingIncomeExpense", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDSTATEMENTSOFOPERATIONS" ], "xbrltype": "monetaryItemType" }, "us-gaap_NotesReceivableFairValueDisclosure": { "auth_ref": [ "r43" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Fair value portion of an agreement for an unconditional promise by the maker to pay the holder a definite sum of money at a future date.", "label": "Notes Receivable, Fair Value Disclosure", "terseLabel": "Notes receivable" } } }, "localname": "NotesReceivableFairValueDisclosure", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/FAIRVALUEMEASUREMENTSScheduleoffairvalueofimpairednotesreceivableDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_NotesReceivableMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "An amount representing an agreement for an unconditional promise by the maker to pay the Entity (holder) a definite sum of money at a future date(s) within one year of the balance sheet date. Such amount may include accrued interest receivable in accordance with the terms of the note. The note also may contain provisions including a discount or premium, payable on demand, secured, or unsecured, interest bearing or noninterest bearing, among myriad other features and characteristics.", "label": "Notes Receivable [Member]", "terseLabel": "Notes Receivable" } } }, "localname": "NotesReceivableMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/REVENUERECOGNITIONScheduleofnotesreceivablebalancesDetails" ], "xbrltype": "domainItemType" }, "us-gaap_NumberOfStatesInWhichEntityOperates": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "The number of states the entity operates in as of the balance sheet date.", "label": "Number of States in which Entity Operates", "terseLabel": "Number of states in which entity operates" } } }, "localname": "NumberOfStatesInWhichEntityOperates", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/GENERALNarrativeDetails" ], "xbrltype": "integerItemType" }, "us-gaap_NumberOfStores": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Represents the number of stores.", "label": "Number of Stores", "terseLabel": "Number of stores" } } }, "localname": "NumberOfStores", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/GENERALNarrativeDetails", "http://www.growgeneration.com/role/SUBSEQUENTEVENTSDetails" ], "xbrltype": "integerItemType" }, "us-gaap_OperatingCostsAndExpenses": { "auth_ref": [], "calculation": { "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDSTATEMENTSOFOPERATIONS": { "order": 1.0, "parentTag": "us-gaap_OperatingExpenses", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Generally recurring costs associated with normal operations except for the portion of these expenses which can be clearly related to production and included in cost of sales or services. Excludes Selling, General and Administrative Expense.", "label": "Operating Costs and Expenses", "terseLabel": "Store operations" } } }, "localname": "OperatingCostsAndExpenses", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDSTATEMENTSOFOPERATIONS" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingExpenses": { "auth_ref": [], "calculation": { "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDSTATEMENTSOFOPERATIONS": { "order": 2.0, "parentTag": "us-gaap_OperatingIncomeLoss", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Generally recurring costs associated with normal operations except for the portion of these expenses which can be clearly related to production and included in cost of sales or services. Includes selling, general and administrative expense.", "label": "Operating Expenses", "totalLabel": "Total operating expenses" } } }, "localname": "OperatingExpenses", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDSTATEMENTSOFOPERATIONS" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingExpensesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Operating Expenses [Abstract]", "terseLabel": "Operating expenses:" } } }, "localname": "OperatingExpensesAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDSTATEMENTSOFOPERATIONS" ], "xbrltype": "stringItemType" }, "us-gaap_OperatingIncomeLoss": { "auth_ref": [ "r129", "r131", "r134", "r137", "r139" ], "calculation": { "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDSTATEMENTSOFOPERATIONS": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The net result for the period of deducting operating expenses from operating revenues.", "label": "Operating Income (Loss)", "totalLabel": "Income from operations" } } }, "localname": "OperatingIncomeLoss", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDSTATEMENTSOFOPERATIONS" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeaseCost": { "auth_ref": [ "r353", "r360" ], "calculation": { "http://www.growgeneration.com/role/LEASESScheduleofoperatingleaseassetsDetails": { "order": 1.0, "parentTag": "us-gaap_LeaseCost", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of single lease cost, calculated by allocation of remaining cost of lease over remaining lease term. Includes, but is not limited to, single lease cost, after impairment of right-of-use asset, calculated by amortization of remaining right-of-use asset and accretion of lease liability.", "label": "Operating Lease, Cost", "terseLabel": "Operating lease costs" } } }, "localname": "OperatingLeaseCost", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/LEASESScheduleofoperatingleaseassetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeaseLeaseIncomeTableTextBlock": { "auth_ref": [ "r123", "r363" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of components of income from operating lease.", "label": "Operating Lease, Lease Income [Table Text Block]", "terseLabel": "Schedule of lease balances within our condensed consolidated balance sheet" } } }, "localname": "OperatingLeaseLeaseIncomeTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/LEASESTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_OperatingLeaseLiability": { "auth_ref": [ "r350" ], "calculation": { "http://www.growgeneration.com/role/LEASESScheduleoffutureminimumrentalpaymentsDetails": { "order": 2.0, "parentTag": "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDue", "weight": 1.0 }, "http://www.growgeneration.com/role/LEASESScheduleofleasebalanceswithinourcondensedconsolidatedbalancesheetDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Present value of lessee's discounted obligation for lease payments from operating lease.", "label": "Operating Lease, Liability", "terseLabel": "Lease Liability at June\u00a030, 2021", "totalLabel": "Total" } } }, "localname": "OperatingLeaseLiability", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/LEASESScheduleoffutureminimumrentalpaymentsDetails", "http://www.growgeneration.com/role/LEASESScheduleofleasebalanceswithinourcondensedconsolidatedbalancesheetDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeaseLiabilityCurrent": { "auth_ref": [ "r350" ], "calculation": { "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS": { "order": 7.0, "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0 }, "http://www.growgeneration.com/role/LEASESScheduleofleasebalanceswithinourcondensedconsolidatedbalancesheetDetails": { "order": 2.0, "parentTag": "us-gaap_OperatingLeaseLiability", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Present value of lessee's discounted obligation for lease payments from operating lease, classified as current.", "label": "Operating Lease, Liability, Current", "terseLabel": "Current maturities of lease liability", "verboseLabel": "Current lease liability" } } }, "localname": "OperatingLeaseLiabilityCurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS", "http://www.growgeneration.com/role/LEASESScheduleofleasebalanceswithinourcondensedconsolidatedbalancesheetDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeaseLiabilityNoncurrent": { "auth_ref": [ "r350" ], "calculation": { "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS": { "order": 3.0, "parentTag": "us-gaap_Liabilities", "weight": 1.0 }, "http://www.growgeneration.com/role/LEASESScheduleofleasebalanceswithinourcondensedconsolidatedbalancesheetDetails": { "order": 1.0, "parentTag": "us-gaap_OperatingLeaseLiability", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Present value of lessee's discounted obligation for lease payments from operating lease, classified as noncurrent.", "label": "Operating Lease, Liability, Noncurrent", "terseLabel": "Operating lease liability, net of current maturities", "verboseLabel": "Non-current lease liability" } } }, "localname": "OperatingLeaseLiabilityNoncurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS", "http://www.growgeneration.com/role/LEASESScheduleofleasebalanceswithinourcondensedconsolidatedbalancesheetDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeaseRightOfUseAsset": { "auth_ref": [ "r349" ], "calculation": { "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS": { "order": 3.0, "parentTag": "us-gaap_Assets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's right to use underlying asset under operating lease.", "label": "Operating Lease, Right-of-Use Asset", "terseLabel": "Operating leases right-of-use assets, net", "verboseLabel": "Right to use assets, operating lease assets" } } }, "localname": "OperatingLeaseRightOfUseAsset", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS", "http://www.growgeneration.com/role/LEASESScheduleofleasebalanceswithinourcondensedconsolidatedbalancesheetDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeaseWeightedAverageDiscountRatePercent": { "auth_ref": [ "r357", "r360" ], "lang": { "en-us": { "role": { "documentation": "Weighted average discount rate for operating lease calculated at point in time.", "label": "Operating Lease, Weighted Average Discount Rate, Percent", "terseLabel": "Weighted average discount rate" } } }, "localname": "OperatingLeaseWeightedAverageDiscountRatePercent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/LEASESScheduleofotherinformationrelatedtoleasesDetails" ], "xbrltype": "percentItemType" }, "us-gaap_OperatingLeaseWeightedAverageRemainingLeaseTerm1": { "auth_ref": [ "r356", "r360" ], "lang": { "en-us": { "role": { "documentation": "Weighted average remaining lease term for operating lease, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days.", "label": "Operating Lease, Weighted Average Remaining Lease Term", "terseLabel": "Weighted average remaining lease term" } } }, "localname": "OperatingLeaseWeightedAverageRemainingLeaseTerm1", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/LEASESScheduleofotherinformationrelatedtoleasesDetails" ], "xbrltype": "durationItemType" }, "us-gaap_OrganizationConsolidationAndPresentationOfFinancialStatementsDisclosureTextBlock": { "auth_ref": [ "r4", "r320" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for organization, consolidation and basis of presentation of financial statements disclosure.", "label": "Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]", "terseLabel": "GENERAL" } } }, "localname": "OrganizationConsolidationAndPresentationOfFinancialStatementsDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/GENERAL" ], "xbrltype": "textBlockItemType" }, "us-gaap_OtherAssetsNoncurrent": { "auth_ref": [ "r32" ], "calculation": { "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS": { "order": 7.0, "parentTag": "us-gaap_Assets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of noncurrent assets classified as other.", "label": "Other Assets, Noncurrent", "terseLabel": "Other assets" } } }, "localname": "OtherAssetsNoncurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherIncomeAndExpensesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Other Income and Expenses [Abstract]", "terseLabel": "Other income (expense):" } } }, "localname": "OtherIncomeAndExpensesAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDSTATEMENTSOFOPERATIONS" ], "xbrltype": "stringItemType" }, "us-gaap_OtherIntangibleAssetsNet": { "auth_ref": [], "calculation": { "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS": { "order": 5.0, "parentTag": "us-gaap_Assets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount after accumulated amortization of finite-lived and indefinite-lived intangible assets classified as other.", "label": "Other Intangible Assets, Net", "terseLabel": "Intangible assets, net" } } }, "localname": "OtherIntangibleAssetsNet", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherLongTermDebtNoncurrent": { "auth_ref": [ "r39" ], "calculation": { "http://www.growgeneration.com/role/LONGTERMDEBTScheduleoflongtermdebtDetails": { "order": 2.0, "parentTag": "us-gaap_LongTermDebt", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of long-term debt classified as other, payable after one year or the operating cycle, if longer.", "label": "Other Long-term Debt, Noncurrent", "terseLabel": "Total Long-Term Debt" } } }, "localname": "OtherLongTermDebtNoncurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/LONGTERMDEBTScheduleoflongtermdebtDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherNonoperatingIncomeExpense": { "auth_ref": [ "r64" ], "calculation": { "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDSTATEMENTSOFOPERATIONS": { "order": 1.0, "parentTag": "us-gaap_NonoperatingIncomeExpense", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of income (expense) related to nonoperating activities, classified as other.", "label": "Other Nonoperating Income (Expense)", "terseLabel": "Other expense" } } }, "localname": "OtherNonoperatingIncomeExpense", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDSTATEMENTSOFOPERATIONS" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherThanTemporaryImpairmentCreditLossesRecognizedInEarningsCategoriesOfInvestmentsDomain": { "auth_ref": [ "r152" ], "lang": { "en-us": { "role": { "documentation": "Provides the categories of debt securities, available-for-sale or held-to-maturity, on which an entity may recognize other than temporary impairments (OTTI) for which a portion related to credit losses has been recognized in earnings and a portion related to all other factors has been recognized in other comprehensive income.", "label": "Other than Temporary Impairment, Credit Losses Recognized in Earnings, Categories of Investments [Domain]", "terseLabel": "Other than Temporary Impairment, Credit Losses Recognized in Earnings, Categories of Investments [Domain]" } } }, "localname": "OtherThanTemporaryImpairmentCreditLossesRecognizedInEarningsCategoriesOfInvestmentsDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/INVESTMENTSScheduleofinvestmentsavailableforsalessecuritiesDetails" ], "xbrltype": "domainItemType" }, "us-gaap_PatentsMember": { "auth_ref": [ "r307" ], "lang": { "en-us": { "role": { "documentation": "Exclusive legal right granted by the government to the owner of the patent to exploit an invention or a process for a period of time specified by law.", "label": "Patents [Member]", "terseLabel": "Patents, trademarks" } } }, "localname": "PatentsMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/GOODWILLANDINTANGIBLEASSETSScheduleofintangibleassetsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_PaymentsForRepurchaseOfCommonStock": { "auth_ref": [ "r68" ], "calculation": { "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDSTATEMENTOFCASHFLOWSUnaudited": { "order": 3.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The cash outflow to reacquire common stock during the period.", "label": "Payments for Repurchase of Common Stock", "negatedLabel": "Common stock redeemed" } } }, "localname": "PaymentsForRepurchaseOfCommonStock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDSTATEMENTOFCASHFLOWSUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsToAcquireBusinessesGross": { "auth_ref": [ "r65", "r312" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The cash outflow associated with the acquisition of business during the period. The cash portion only of the acquisition price.", "label": "Payments to Acquire Businesses, Gross", "terseLabel": "Cash consideration for purchase" } } }, "localname": "PaymentsToAcquireBusinessesGross", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/ACQUISITIONSNarrativeDetails", "http://www.growgeneration.com/role/SUBSEQUENTEVENTSDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsToAcquireBusinessesNetOfCashAcquired": { "auth_ref": [ "r65" ], "calculation": { "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDSTATEMENTOFCASHFLOWSUnaudited": { "order": 1.0, "parentTag": "us-gaap_NetCashProvidedByUsedInInvestingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The cash outflow associated with the acquisition of a business, net of the cash acquired from the purchase.", "label": "Payments to Acquire Businesses, Net of Cash Acquired", "negatedLabel": "Assets acquired in business combinations" } } }, "localname": "PaymentsToAcquireBusinessesNetOfCashAcquired", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDSTATEMENTOFCASHFLOWSUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsToAcquireIntangibleAssets": { "auth_ref": [ "r66" ], "calculation": { "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDSTATEMENTOFCASHFLOWSUnaudited": { "order": 4.0, "parentTag": "us-gaap_NetCashProvidedByUsedInInvestingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The cash outflow to acquire asset without physical form usually arising from contractual or other legal rights, excluding goodwill.", "label": "Payments to Acquire Intangible Assets", "negatedLabel": "Purchase of intangibles" } } }, "localname": "PaymentsToAcquireIntangibleAssets", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDSTATEMENTOFCASHFLOWSUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsToAcquireMachineryAndEquipment": { "auth_ref": [ "r66" ], "calculation": { "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDSTATEMENTOFCASHFLOWSUnaudited": { "order": 3.0, "parentTag": "us-gaap_NetCashProvidedByUsedInInvestingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The cash outflow for acquisition of machinery and equipment.", "label": "Payments to Acquire Machinery and Equipment", "negatedLabel": "Purchase of property and equipment" } } }, "localname": "PaymentsToAcquireMachineryAndEquipment", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDSTATEMENTOFCASHFLOWSUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsToAcquireMarketableSecurities": { "auth_ref": [ "r150" ], "calculation": { "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDSTATEMENTOFCASHFLOWSUnaudited": { "order": 2.0, "parentTag": "us-gaap_NetCashProvidedByUsedInInvestingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of cash outflow for purchase of marketable security.", "label": "Payments to Acquire Marketable Securities", "negatedLabel": "Purchase of marketable securities" } } }, "localname": "PaymentsToAcquireMarketableSecurities", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDSTATEMENTOFCASHFLOWSUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_PrepaidExpenseAndOtherAssetsCurrent": { "auth_ref": [ "r8", "r27", "r28" ], "calculation": { "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS": { "order": 7.0, "parentTag": "us-gaap_AssetsCurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of asset related to consideration paid in advance for costs that provide economic benefits in future periods, and amount of other assets that are expected to be realized or consumed within one year or the normal operating cycle, if longer.", "label": "Prepaid Expense and Other Assets, Current", "terseLabel": "Prepaids and other current assets" } } }, "localname": "PrepaidExpenseAndOtherAssetsCurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromIssuanceOfWarrants": { "auth_ref": [ "r67" ], "calculation": { "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDSTATEMENTOFCASHFLOWSUnaudited": { "order": 1.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The cash inflow from issuance of rights to purchase common shares at predetermined price (usually issued together with corporate debt).", "label": "Proceeds from Issuance of Warrants", "terseLabel": "Proceeds from the sale of common stock and exercise of warrants, net of expenses" } } }, "localname": "ProceedsFromIssuanceOfWarrants", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDSTATEMENTOFCASHFLOWSUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_PropertyPlantAndEquipmentAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Property, Plant and Equipment [Abstract]", "terseLabel": "Property, Plant and Equipment [Abstract]" } } }, "localname": "PropertyPlantAndEquipmentAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_PropertyPlantAndEquipmentByTypeAxis": { "auth_ref": [ "r31", "r182" ], "lang": { "en-us": { "role": { "documentation": "Information by type of long-lived, physical assets used to produce goods and services and not intended for resale.", "label": "Long-Lived Tangible Asset [Axis]", "terseLabel": "Long-Lived Tangible Asset [Axis]" } } }, "localname": "PropertyPlantAndEquipmentByTypeAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/PROPERTYANDEQUIPMENTScheduleofpropertyandequipmentDetails" ], "xbrltype": "stringItemType" }, "us-gaap_PropertyPlantAndEquipmentDisclosureTextBlock": { "auth_ref": [ "r183", "r452", "r453", "r454" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for long-lived, physical asset used in normal conduct of business and not intended for resale. Includes, but is not limited to, work of art, historical treasure, and similar asset classified as collections.", "label": "Property, Plant and Equipment Disclosure [Text Block]", "terseLabel": "PROPERTY AND EQUIPMENT" } } }, "localname": "PropertyPlantAndEquipmentDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/PROPERTYANDEQUIPMENT" ], "xbrltype": "textBlockItemType" }, "us-gaap_PropertyPlantAndEquipmentGross": { "auth_ref": [ "r30", "r180" ], "calculation": { "http://www.growgeneration.com/role/PROPERTYANDEQUIPMENTScheduleofpropertyandequipmentDetails": { "order": 1.0, "parentTag": "us-gaap_PropertyPlantAndEquipmentNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before accumulated depreciation, depletion and amortization of physical assets used in the normal conduct of business and not intended for resale. Examples include, but are not limited to, land, buildings, machinery and equipment, office equipment, and furniture and fixtures.", "label": "Property, Plant and Equipment, Gross", "terseLabel": "Total property and equipment, gross" } } }, "localname": "PropertyPlantAndEquipmentGross", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/PROPERTYANDEQUIPMENTScheduleofpropertyandequipmentDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PropertyPlantAndEquipmentLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Property, Plant and Equipment [Line Items]", "terseLabel": "Property, Plant and Equipment [Line Items]" } } }, "localname": "PropertyPlantAndEquipmentLineItems", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/PROPERTYANDEQUIPMENTScheduleofpropertyandequipmentDetails" ], "xbrltype": "stringItemType" }, "us-gaap_PropertyPlantAndEquipmentNet": { "auth_ref": [ "r11", "r12", "r182", "r375", "r422", "r431" ], "calculation": { "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS": { "order": 2.0, "parentTag": "us-gaap_Assets", "weight": 1.0 }, "http://www.growgeneration.com/role/PROPERTYANDEQUIPMENTScheduleofpropertyandequipmentDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount after accumulated depreciation, depletion and amortization of physical assets used in the normal conduct of business to produce goods and services and not intended for resale. Examples include, but are not limited to, land, buildings, machinery and equipment, office equipment, and furniture and fixtures.", "label": "Property, Plant and Equipment, Net", "terseLabel": "Property and equipment, net", "totalLabel": "Property and equipment, net" } } }, "localname": "PropertyPlantAndEquipmentNet", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS", "http://www.growgeneration.com/role/PROPERTYANDEQUIPMENTScheduleofpropertyandequipmentDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PropertyPlantAndEquipmentTextBlock": { "auth_ref": [ "r11", "r182" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of physical assets used in the normal conduct of business and not intended for resale. Includes, but is not limited to, balances by class of assets, depreciation and depletion expense and method used, including composite depreciation, and accumulated deprecation.", "label": "Property, Plant and Equipment [Table Text Block]", "terseLabel": "Schedule of property and equipment" } } }, "localname": "PropertyPlantAndEquipmentTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/PROPERTYANDEQUIPMENTTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_PropertyPlantAndEquipmentTypeDomain": { "auth_ref": [ "r11", "r180" ], "lang": { "en-us": { "role": { "documentation": "Listing of long-lived, physical assets that are used in the normal conduct of business to produce goods and services and not intended for resale. Examples include land, buildings, machinery and equipment, and other types of furniture and equipment including, but not limited to, office equipment, furniture and fixtures, and computer equipment and software.", "label": "Long-Lived Tangible Asset [Domain]", "terseLabel": "Long-Lived Tangible Asset [Domain]" } } }, "localname": "PropertyPlantAndEquipmentTypeDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/PROPERTYANDEQUIPMENTScheduleofpropertyandequipmentDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ProvisionForDoubtfulAccounts": { "auth_ref": [ "r56", "r164" ], "calculation": { "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDSTATEMENTOFCASHFLOWSUnaudited": { "order": 4.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of expense (reversal of expense) for expected credit loss on accounts receivable.", "label": "Accounts Receivable, Credit Loss Expense (Reversal)", "terseLabel": "Bad debt expense, net of recoveries" } } }, "localname": "ProvisionForDoubtfulAccounts", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDSTATEMENTOFCASHFLOWSUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_ReceivableTypeDomain": { "auth_ref": [ "r44" ], "lang": { "en-us": { "role": { "documentation": "Financing arrangement representing a contractual right to receive money either on demand or on fixed and determinable dates.", "label": "Receivable [Domain]", "terseLabel": "Receivable [Domain]" } } }, "localname": "ReceivableTypeDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/REVENUERECOGNITIONScheduleoflongtermtradereceivablesDetails", "http://www.growgeneration.com/role/REVENUERECOGNITIONScheduleofnotesreceivablebalancesDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ReceivablesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Receivables [Abstract]" } } }, "localname": "ReceivablesAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_ReceivablesNetCurrent": { "auth_ref": [ "r19", "r26", "r375", "r430", "r451" ], "calculation": { "http://www.growgeneration.com/role/REVENUERECOGNITIONScheduleoflongtermtradereceivablesDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The total amount due to the entity within one year of the balance sheet date (or one operating cycle, if longer) from outside sources, including trade accounts receivable, notes and loans receivable, as well as any other types of receivables, net of allowances established for the purpose of reducing such receivables to an amount that approximates their net realizable value.", "label": "Receivables, Net, Current", "totalLabel": "Notes receivable, net" } } }, "localname": "ReceivablesNetCurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/REVENUERECOGNITIONScheduleoflongtermtradereceivablesDetails", "http://www.growgeneration.com/role/REVENUERECOGNITIONScheduleofnotesreceivablebalancesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_RelatedPartyDomain": { "auth_ref": [ "r254", "r367", "r368" ], "lang": { "en-us": { "role": { "documentation": "Related parties include affiliates; other entities for which investments are accounted for by the equity method by the entity; trusts for benefit of employees; and principal owners, management, and members of immediate families. It also may include other parties with which the entity may control or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests.", "label": "Related Party [Domain]", "terseLabel": "Related Party [Domain]" } } }, "localname": "RelatedPartyDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/RELATEDPARTIESNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_RelatedPartyTransactionLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Related Party Transaction [Line Items]", "terseLabel": "Related Party Transaction [Line Items]" } } }, "localname": "RelatedPartyTransactionLineItems", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/RELATEDPARTIESNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_RelatedPartyTransactionsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Related Party Transactions [Abstract]" } } }, "localname": "RelatedPartyTransactionsAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_RelatedPartyTransactionsByRelatedPartyAxis": { "auth_ref": [ "r254", "r367", "r370", "r396", "r397", "r398", "r399", "r400", "r401", "r402", "r403", "r404", "r405", "r406", "r407" ], "lang": { "en-us": { "role": { "documentation": "Information by type of related party. Related parties include, but not limited to, affiliates; other entities for which investments are accounted for by the equity method by the entity; trusts for benefit of employees; and principal owners, management, and members of immediate families. It also may include other parties with which the entity may control or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests.", "label": "Related Party [Axis]", "terseLabel": "Related Party [Axis]" } } }, "localname": "RelatedPartyTransactionsByRelatedPartyAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/RELATEDPARTIESNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_RelatedPartyTransactionsDisclosureTextBlock": { "auth_ref": [ "r365", "r366", "r368", "r371", "r372" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.", "label": "Related Party Transactions Disclosure [Text Block]", "terseLabel": "RELATED PARTIES" } } }, "localname": "RelatedPartyTransactionsDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/RELATEDPARTIES" ], "xbrltype": "textBlockItemType" }, "us-gaap_RepaymentsOfLongTermDebt": { "auth_ref": [ "r69" ], "calculation": { "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDSTATEMENTOFCASHFLOWSUnaudited": { "order": 2.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The cash outflow for debt initially having maturity due after one year or beyond the normal operating cycle, if longer.", "label": "Repayments of Long-term Debt", "negatedLabel": "Principal payments on long term debt" } } }, "localname": "RepaymentsOfLongTermDebt", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDSTATEMENTOFCASHFLOWSUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_RestrictedStockMember": { "auth_ref": [ "r116" ], "lang": { "en-us": { "role": { "documentation": "Stock including a provision that prohibits sale or substantive sale of an equity instrument for a specified period of time or until specified performance conditions are met.", "label": "Restricted Stock [Member]", "terseLabel": "Restricted stock" } } }, "localname": "RestrictedStockMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/SHAREBASEDPAYMENTSScheduleofrestrictedstockactivityDetails", "http://www.growgeneration.com/role/SHAREBASEDPAYMENTSScheduleofsharebasedpaymentexpenseDetails" ], "xbrltype": "domainItemType" }, "us-gaap_RetainedEarningsAccumulatedDeficit": { "auth_ref": [ "r21", "r221", "r282", "r375", "r428", "r445", "r450" ], "calculation": { "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS": { "order": 3.0, "parentTag": "us-gaap_StockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The cumulative amount of the reporting entity's undistributed earnings or deficit.", "label": "Retained Earnings (Accumulated Deficit)", "terseLabel": "Retained earnings (deficit)" } } }, "localname": "RetainedEarningsAccumulatedDeficit", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_RetainedEarningsMember": { "auth_ref": [ "r0", "r85", "r86", "r87", "r91", "r100", "r103", "r158", "r278", "r279", "r280", "r288", "r289", "r327", "r441", "r443" ], "lang": { "en-us": { "role": { "documentation": "The cumulative amount of the reporting entity's undistributed earnings or deficit.", "label": "Retained Earnings [Member]", "terseLabel": "Retained Earnings (Deficit)" } } }, "localname": "RetainedEarningsMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDSTATEMENTSOFSTOCKHOLDERSEQUITYUnaudited" ], "xbrltype": "domainItemType" }, "us-gaap_RevenueFromContractWithCustomerAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Revenue from Contract with Customer [Abstract]" } } }, "localname": "RevenueFromContractWithCustomerAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_RevenueFromContractWithCustomerExcludingAssessedTax": { "auth_ref": [ "r125", "r126", "r130", "r135", "r136", "r140", "r141", "r142", "r230", "r231", "r390" ], "calculation": { "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDSTATEMENTSOFOPERATIONS": { "order": 1.0, "parentTag": "us-gaap_GrossProfit", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.", "label": "Revenue from Contract with Customer, Excluding Assessed Tax", "terseLabel": "Sales", "verboseLabel": "Total Revenues" } } }, "localname": "RevenueFromContractWithCustomerExcludingAssessedTax", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDSTATEMENTSOFOPERATIONS", "http://www.growgeneration.com/role/REVENUERECOGNITIONScheduleofdisaggregationofrevenuesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_RevenueFromContractWithCustomerTextBlock": { "auth_ref": [ "r222", "r223", "r224", "r225", "r226", "r227", "r228", "r229", "r233", "r245" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.", "label": "Revenue from Contract with Customer [Text Block]", "terseLabel": "REVENUE RECOGNITION" } } }, "localname": "RevenueFromContractWithCustomerTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/REVENUERECOGNITION" ], "xbrltype": "textBlockItemType" }, "us-gaap_RightOfUseAssetObtainedInExchangeForOperatingLeaseLiability": { "auth_ref": [ "r355", "r360" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of increase in right-of-use asset obtained in exchange for operating lease liability.", "label": "Right-of-Use Asset Obtained in Exchange for Operating Lease Liability", "terseLabel": "Right to use assets acquired under new operating leases" } } }, "localname": "RightOfUseAssetObtainedInExchangeForOperatingLeaseLiability", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDSTATEMENTOFCASHFLOWSUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_SalesAndExciseTaxPayableCurrent": { "auth_ref": [ "r10", "r33" ], "calculation": { "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS": { "order": 5.0, "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Carrying value as of the balance sheet date of liabilities incurred through that date and payable for statutory sales and use taxes, including value added tax. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).", "label": "Sales and Excise Tax Payable, Current", "terseLabel": "Sales tax payable" } } }, "localname": "SalesAndExciseTaxPayableCurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_ScheduleOfBusinessAcquisitionsByAcquisitionContingentConsiderationTable": { "auth_ref": [ "r314" ], "lang": { "en-us": { "role": { "documentation": "Schedule of information about a contingent payment arrangement including the terms that will result in payment and the accounting treatment that will be followed if such contingency occurs, including the potential impact on earnings per share if the contingency is to be settled in shares of common stock of the entity. The description also may include the period over which amounts are expected to be paid, and changes in the amount since the previous reporting period. This also includes contingent options and commitments.", "label": "Schedule of Business Acquisitions by Acquisition, Contingent Consideration [Table]", "terseLabel": "Schedule of Business Acquisitions by Acquisition, Contingent Consideration [Table]" } } }, "localname": "ScheduleOfBusinessAcquisitionsByAcquisitionContingentConsiderationTable", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/ACQUISITIONSH20HydroponicsLLCandHealthHarvestLLCAcquisitionsDetails", "http://www.growgeneration.com/role/ACQUISITIONSScheduleofconsiderationpaidDetails", "http://www.growgeneration.com/role/ACQUISITIONSScheduleofproformaconsolidatedincomestatementDetails", "http://www.growgeneration.com/role/ACQUISITIONSScheduleofpurchasepriceDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfBusinessAcquisitionsByAcquisitionContingentConsiderationTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of contingent payment arrangements including the terms that will result in payment and the accounting treatment that will be followed if such contingencies occur, including the potential impact on earnings per share if contingencies are to be settled in common stock of the entity. The description also may include the period over which amounts are expected to be paid, and changes in the amount since the previous reporting period. This also includes contingent options and commitments.", "label": "Schedule of Business Acquisitions by Acquisition, Contingent Consideration [Table Text Block]", "terseLabel": "Schedule of purchase price" } } }, "localname": "ScheduleOfBusinessAcquisitionsByAcquisitionContingentConsiderationTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/ACQUISITIONSTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfDebtTableTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of information pertaining to short-term and long-debt instruments or arrangements, including but not limited to identification of terms, features, collateral requirements and other information necessary to a fair presentation.", "label": "Schedule of Debt [Table Text Block]", "terseLabel": "Schedule of long-term debt" } } }, "localname": "ScheduleOfDebtTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/LONGTERMDEBTTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfFiniteLivedIntangibleAssetsTable": { "auth_ref": [ "r171", "r173", "r391" ], "lang": { "en-us": { "role": { "documentation": "Schedule of assets, excluding financial assets and goodwill, lacking physical substance with a finite life.", "label": "Schedule of Finite-Lived Intangible Assets [Table]", "terseLabel": "Schedule of Finite-Lived Intangible Assets [Table]" } } }, "localname": "ScheduleOfFiniteLivedIntangibleAssetsTable", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/GOODWILLANDINTANGIBLEASSETSScheduleofintangibleassetsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfFiniteLivedIntangibleAssetsTableTextBlock": { "auth_ref": [ "r171", "r173" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of assets, excluding financial assets and goodwill, lacking physical substance with a finite life, by either major class or business segment.", "label": "Schedule of Finite-Lived Intangible Assets [Table Text Block]", "terseLabel": "Schedule of intangible assets" } } }, "localname": "ScheduleOfFiniteLivedIntangibleAssetsTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/GOODWILLANDINTANGIBLEASSETSTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfGoodwillTextBlock": { "auth_ref": [ "r168", "r169" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.", "label": "Schedule of Goodwill [Table Text Block]", "terseLabel": "Schedule of goodwill" } } }, "localname": "ScheduleOfGoodwillTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/GOODWILLANDINTANGIBLEASSETSTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfNonvestedRestrictedStockUnitsActivityTableTextBlock": { "auth_ref": [ "r270" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the changes in outstanding nonvested restricted stock units.", "label": "Schedule of Nonvested Restricted Stock Units Activity [Table Text Block]", "terseLabel": "Schedule of company\u2019s outstanding stock purchase warrants" } } }, "localname": "ScheduleOfNonvestedRestrictedStockUnitsActivityTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/SHAREBASEDPAYMENTSTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfPropertyPlantAndEquipmentTable": { "auth_ref": [ "r31", "r182" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of information about physical assets used in the normal conduct of business and not intended for resale. Includes, but is not limited to, balances by class of assets, depreciation and depletion expense and method used, including composite depreciation, and accumulated deprecation.", "label": "Property, Plant and Equipment [Table]", "terseLabel": "Property, Plant and Equipment [Table]" } } }, "localname": "ScheduleOfPropertyPlantAndEquipmentTable", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/PROPERTYANDEQUIPMENTScheduleofpropertyandequipmentDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfPropertySubjectToOrAvailableForOperatingLeaseTextBlock": { "auth_ref": [ "r182", "r348", "r362" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of lessor's underlying asset for which right to use has been conveyed to lessee under operating lease.", "label": "Property, Plant, and Equipment, Lessor Asset under Operating Lease [Table Text Block]", "terseLabel": "Schedule of operating lease assets" } } }, "localname": "ScheduleOfPropertySubjectToOrAvailableForOperatingLeaseTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/LEASESTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfRelatedPartyTransactionsByRelatedPartyTable": { "auth_ref": [ "r369", "r370" ], "lang": { "en-us": { "role": { "documentation": "Schedule of quantitative and qualitative information pertaining to related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.", "label": "Schedule of Related Party Transactions, by Related Party [Table]", "terseLabel": "Schedule of Related Party Transactions, by Related Party [Table]" } } }, "localname": "ScheduleOfRelatedPartyTransactionsByRelatedPartyTable", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/RELATEDPARTIESNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfShareBasedCompensationStockOptionsActivityTableTextBlock": { "auth_ref": [ "r265", "r271", "r273" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure for stock option plans. Includes, but is not limited to, outstanding awards at beginning and end of year, grants, exercises, forfeitures, and weighted-average grant date fair value.", "label": "Share-based Payment Arrangement, Option, Activity [Table Text Block]", "terseLabel": "Schedule of company\u2019s outstanding stock purchase warrants" } } }, "localname": "ScheduleOfShareBasedCompensationStockOptionsActivityTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/SHAREBASEDPAYMENTSTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfShareBasedPaymentAwardStockOptionsValuationAssumptionsTableTextBlock": { "auth_ref": [ "r276" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the significant assumptions used during the year to estimate the fair value of stock options, including, but not limited to: (a) expected term of share options and similar instruments, (b) expected volatility of the entity's shares, (c) expected dividends, (d) risk-free rate(s), and (e) discount for post-vesting restrictions.", "label": "Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block]", "terseLabel": "Schedule of share-based payment expense" } } }, "localname": "ScheduleOfShareBasedPaymentAwardStockOptionsValuationAssumptionsTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/SHAREBASEDPAYMENTSTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfWeightedAverageNumberOfSharesTableTextBlock": { "auth_ref": [ "r117" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the weighted average number of shares used in calculating basic net earnings per share (or unit) and diluted earnings per share (or unit).", "label": "Schedule of Weighted Average Number of Shares [Table Text Block]", "terseLabel": "Schedule of weighted average shares (denominator) used in the basic and dilutive earnings per share" } } }, "localname": "ScheduleOfWeightedAverageNumberOfSharesTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/EARNINGSPERSHARETables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleofFiniteLivedIntangibleAssetsFutureAmortizationExpenseTableTextBlock": { "auth_ref": [ "r173" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the amount of amortization expense expected to be recorded in succeeding fiscal years for finite-lived intangible assets.", "label": "Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block]", "terseLabel": "Schedule of future amortization expense" } } }, "localname": "ScheduleofFiniteLivedIntangibleAssetsFutureAmortizationExpenseTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/GOODWILLANDINTANGIBLEASSETSTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_SellingGeneralAndAdministrativeExpense": { "auth_ref": [ "r60" ], "calculation": { "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDSTATEMENTSOFOPERATIONS": { "order": 2.0, "parentTag": "us-gaap_OperatingExpenses", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The aggregate total costs related to selling a firm's product and services, as well as all other general and administrative expenses. Direct selling expenses (for example, credit, warranty, and advertising) are expenses that can be directly linked to the sale of specific products. Indirect selling expenses are expenses that cannot be directly linked to the sale of specific products, for example telephone expenses, Internet, and postal charges. General and administrative expenses include salaries of non-sales personnel, rent, utilities, communication, etc.", "label": "Selling, General and Administrative Expense", "terseLabel": "Selling, general, and administrative" } } }, "localname": "SellingGeneralAndAdministrativeExpense", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDSTATEMENTSOFOPERATIONS" ], "xbrltype": "monetaryItemType" }, "us-gaap_ShareBasedCompensation": { "auth_ref": [ "r72" ], "calculation": { "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDSTATEMENTOFCASHFLOWSUnaudited": { "order": 3.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of noncash expense for share-based payment arrangement.", "label": "Share-based Payment Arrangement, Noncash Expense", "terseLabel": "Stock-based compensation expense", "verboseLabel": "Total" } } }, "localname": "ShareBasedCompensation", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDSTATEMENTOFCASHFLOWSUnaudited", "http://www.growgeneration.com/role/SHAREBASEDPAYMENTSScheduleofsharebasedpaymentexpenseDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsExercised": { "auth_ref": [ "r268" ], "lang": { "en-us": { "role": { "documentation": "Number of non-option equity instruments exercised by participants.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Exercised", "negatedTerseLabel": "Warrants, Exercised (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsExercised", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/SHAREBASEDPAYMENTSScheduleofcompanysoutstandingstockpurchasewarrantsDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsAdditionalDisclosuresAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract]", "terseLabel": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract]" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsAdditionalDisclosuresAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/SHAREBASEDPAYMENTSScheduleofstockoptionsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsForfeituresAndExpirationsInPeriodWeightedAverageExercisePrice": { "auth_ref": [ "r269" ], "lang": { "en-us": { "role": { "documentation": "Weighted average price of options that were either forfeited or expired.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period, Weighted Average Exercise Price", "terseLabel": "Weighted - Average Exercise Price, Forfeited or expired (in dollars per share)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsForfeituresAndExpirationsInPeriodWeightedAverageExercisePrice", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/SHAREBASEDPAYMENTSScheduleofstockoptionsDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodGross": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Gross number of share options (or share units) granted during the period.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross", "terseLabel": "Nonvested Shares, Granted (in shares)", "verboseLabel": "Granted, Shares (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodGross", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/SHAREBASEDPAYMENTSScheduleofrestrictedstockactivityDetails", "http://www.growgeneration.com/role/SHAREBASEDPAYMENTSScheduleofstockoptionsDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodWeightedAverageGrantDateFairValue": { "auth_ref": [ "r272" ], "lang": { "en-us": { "role": { "documentation": "The weighted average grant-date fair value of options granted during the reporting period as calculated by applying the disclosed option pricing methodology.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value", "terseLabel": "Weighted Average Grant Date Fair Value, Granted (in dollars per share)", "verboseLabel": "Weighted - Average Grant Date Fair Value, Granted (in dollars per share)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodWeightedAverageGrantDateFairValue", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/SHAREBASEDPAYMENTSScheduleofrestrictedstockactivityDetails", "http://www.growgeneration.com/role/SHAREBASEDPAYMENTSScheduleofstockoptionsDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingNumber": { "auth_ref": [ "r267", "r277" ], "lang": { "en-us": { "role": { "documentation": "Number of options outstanding, including both vested and non-vested options.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number", "periodEndLabel": "Ending balance, Outstanding, Shares (in shares)", "periodStartLabel": "Beginning balance, Outstanding, Shares (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingNumber", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/SHAREBASEDPAYMENTSScheduleofstockoptionsDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingRollForward": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]", "terseLabel": "Shares" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingRollForward", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/SHAREBASEDPAYMENTSScheduleofstockoptionsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePrice": { "auth_ref": [ "r266" ], "lang": { "en-us": { "role": { "documentation": "Weighted average price at which grantees can acquire the shares reserved for issuance under the stock option plan.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price", "periodEndLabel": "Weighted - Average Exercise Price, Outstanding ending balance (in dollars per share)", "periodStartLabel": "Weighted - Average Exercise Price, Outstanding beginning balance (in dollars per share)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePrice", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/SHAREBASEDPAYMENTSScheduleofstockoptionsDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePriceRollforward": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract]", "terseLabel": "Weight - Average Exercise Price" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePriceRollforward", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/SHAREBASEDPAYMENTSScheduleofstockoptionsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsVestedAndExpectedToVestOutstandingNumber": { "auth_ref": [ "r274" ], "lang": { "en-us": { "role": { "documentation": "Number of fully vested and expected to vest options outstanding that can be converted into shares under option plan. Includes, but is not limited to, unvested options for which requisite service period has not been rendered but that are expected to vest based on achievement of performance condition, if forfeitures are recognized when they occur.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number", "terseLabel": "Options Vested and exercisable , Shares (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsVestedAndExpectedToVestOutstandingNumber", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/SHAREBASEDPAYMENTSScheduleofstockoptionsDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsVestedAndExpectedToVestOutstandingWeightedAverageExercisePrice": { "auth_ref": [ "r274" ], "lang": { "en-us": { "role": { "documentation": "Weighted-average exercise price, at which grantee can acquire shares reserved for issuance, for fully vested and expected to vest options outstanding. Includes, but is not limited to, unvested options for which requisite service period has not been rendered but that are expected to vest based on achievement of performance condition, if forfeitures are recognized when they occur.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Exercise Price", "terseLabel": "Weighted - Average Exercise Price, Vested and exercisable (in dollars per share)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsVestedAndExpectedToVestOutstandingWeightedAverageExercisePrice", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/SHAREBASEDPAYMENTSScheduleofstockoptionsDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementsByShareBasedPaymentAwardAwardTypeAndPlanNameDomain": { "auth_ref": [ "r260", "r264" ], "lang": { "en-us": { "role": { "documentation": "Award under share-based payment arrangement.", "label": "Award Type [Domain]", "terseLabel": "Award Type [Domain]" } } }, "localname": "ShareBasedCompensationArrangementsByShareBasedPaymentAwardAwardTypeAndPlanNameDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/SHAREBASEDPAYMENTSScheduleofrestrictedstockactivityDetails", "http://www.growgeneration.com/role/SHAREBASEDPAYMENTSScheduleofsharebasedpaymentexpenseDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsExercisesInPeriodWeightedAverageExercisePrice": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Weighted average price at which option holders acquired shares when converting their stock options into shares.", "label": "Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price", "terseLabel": "Weighted - Average Exercise Price, Exercised (in dollars per share)" } } }, "localname": "ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsExercisesInPeriodWeightedAverageExercisePrice", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/SHAREBASEDPAYMENTSScheduleofstockoptionsDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsGrantsInPeriodWeightedAverageExercisePrice": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Weighted average per share amount at which grantees can acquire shares of common stock by exercise of options.", "label": "Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price", "terseLabel": "Weighted - Average Exercise Price, Granted (in dollars per share)" } } }, "localname": "ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsGrantsInPeriodWeightedAverageExercisePrice", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/SHAREBASEDPAYMENTSScheduleofstockoptionsDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardExpirationPeriod": { "auth_ref": [ "r263" ], "lang": { "en-us": { "role": { "documentation": "Period from grant date that an equity-based award expires, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period", "terseLabel": "Weighted average period" } } }, "localname": "SharebasedCompensationArrangementBySharebasedPaymentAwardExpirationPeriod", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/SHAREBASEDPAYMENTSDetails" ], "xbrltype": "durationItemType" }, "us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsNonvestedNumberOfShares": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Number of non-vested options outstanding.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares", "periodEndLabel": "Nonvested Shares, ending balance (in shares)", "periodStartLabel": "Nonvested Shares, beginning balance (in shares)" } } }, "localname": "SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsNonvestedNumberOfShares", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/SHAREBASEDPAYMENTSScheduleofrestrictedstockactivityDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsNonvestedNumberOfSharesRollForward": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares [Roll Forward]", "terseLabel": "Shares" } } }, "localname": "SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsNonvestedNumberOfSharesRollForward", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/SHAREBASEDPAYMENTSScheduleofrestrictedstockactivityDetails" ], "xbrltype": "stringItemType" }, "us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsNonvestedOptionsForfeitedNumberOfShares": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Number of non-vested options forfeited.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested Options Forfeited, Number of Shares", "negatedLabel": "Nonvested Shares, Forfeited (in shares)" } } }, "localname": "SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsNonvestedOptionsForfeitedNumberOfShares", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/SHAREBASEDPAYMENTSScheduleofrestrictedstockactivityDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsNonvestedOptionsForfeitedWeightedAverageGrantDateFairValue": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Weighted average grant-date fair value of non-vested options forfeited.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested Options Forfeited, Weighted Average Grant Date Fair Value", "terseLabel": "Weighted Average Grant Date Fair Value, Forfeited (in dollars per share)" } } }, "localname": "SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsNonvestedOptionsForfeitedWeightedAverageGrantDateFairValue", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/SHAREBASEDPAYMENTSScheduleofrestrictedstockactivityDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsNonvestedWeightedAverageGrantDateFairValue": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Weighted average grant-date fair value of non-vested options outstanding.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Option, Nonvested, Weighted Average Exercise Price", "periodEndLabel": "Weighted Average Grant Date Fair Value, ending balance (in dollars per share)", "periodStartLabel": "Weighted Average Grant Date Fair Value, beginning balance (in dollars per share)" } } }, "localname": "SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsNonvestedWeightedAverageGrantDateFairValue", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/SHAREBASEDPAYMENTSScheduleofrestrictedstockactivityDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsNonvestedWeightedAverageGrantDateFairValueAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]", "terseLabel": "Weighted Average Grant Date Fair Value" } } }, "localname": "SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsNonvestedWeightedAverageGrantDateFairValueAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/SHAREBASEDPAYMENTSScheduleofrestrictedstockactivityDetails" ], "xbrltype": "stringItemType" }, "us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsOutstandingWeightedAverageRemainingContractualTerm2": { "auth_ref": [ "r274" ], "lang": { "en-us": { "role": { "documentation": "Weighted average remaining contractual term for option awards outstanding, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term", "terseLabel": "Weighted - Average Remaining Contractual Term, Outstanding beginning" } } }, "localname": "SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsOutstandingWeightedAverageRemainingContractualTerm2", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/SHAREBASEDPAYMENTSScheduleofstockoptionsDetails" ], "xbrltype": "durationItemType" }, "us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsVestedAndExpectedToVestExercisableWeightedAverageRemainingContractualTerm1": { "auth_ref": [ "r275" ], "lang": { "en-us": { "role": { "documentation": "Weighted average remaining contractual term for fully vested and expected to vest exercisable or convertible options, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. Includes, but is not limited to, unvested options for which requisite service period has not been rendered but that are expected to vest based on achievement of performance condition, if forfeitures are recognized when they occur.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Weighted Average Remaining Contractual Term", "terseLabel": "Weighted - Average Remaining Contractual Term, Vested and exercisable" } } }, "localname": "SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsVestedAndExpectedToVestExercisableWeightedAverageRemainingContractualTerm1", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/SHAREBASEDPAYMENTSScheduleofstockoptionsDetails" ], "xbrltype": "durationItemType" }, "us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsVestedNumberOfShares": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Number of options vested.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares", "negatedLabel": "Nonvested Shares, Vested (in shares)" } } }, "localname": "SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsVestedNumberOfShares", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/SHAREBASEDPAYMENTSScheduleofrestrictedstockactivityDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsVestedWeightedAverageGrantDateFairValue": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Weighted average grant-date fair value of options vested.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Weighted Average Grant Date Fair Value", "terseLabel": "Weighted Average Grant Date Fair Value, Vested (in dollars per share)", "verboseLabel": "Weighted - Average Grant Date Fair Value, Options Vested (in dollars per share)" } } }, "localname": "SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsVestedWeightedAverageGrantDateFairValue", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/SHAREBASEDPAYMENTSScheduleofrestrictedstockactivityDetails", "http://www.growgeneration.com/role/SHAREBASEDPAYMENTSScheduleofstockoptionsDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_SharesOutstanding": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Number of shares issued which are neither cancelled nor held in the treasury.", "label": "Shares, Outstanding", "periodEndLabel": "Ending balances (in shares)", "periodStartLabel": "Beginning balances (in shares)" } } }, "localname": "SharesOutstanding", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDSTATEMENTSOFSTOCKHOLDERSEQUITYUnaudited" ], "xbrltype": "sharesItemType" }, "us-gaap_ShortTermLeaseCost": { "auth_ref": [ "r354", "r360" ], "calculation": { "http://www.growgeneration.com/role/LEASESScheduleofoperatingleaseassetsDetails": { "order": 2.0, "parentTag": "us-gaap_LeaseCost", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of short-term lease cost, excluding expense for lease with term of one month or less.", "label": "Short-term Lease, Cost", "terseLabel": "Short-term lease costs" } } }, "localname": "ShortTermLeaseCost", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/LEASESScheduleofoperatingleaseassetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_StatementEquityComponentsAxis": { "auth_ref": [ "r0", "r40", "r50", "r51", "r52", "r85", "r86", "r87", "r91", "r100", "r103", "r124", "r158", "r220", "r221", "r278", "r279", "r280", "r288", "r289", "r327", "r340", "r341", "r342", "r343", "r344", "r345", "r441", "r442", "r443", "r465" ], "lang": { "en-us": { "role": { "documentation": "Information by component of equity.", "label": "Equity Components [Axis]", "terseLabel": "Equity Components [Axis]" } } }, "localname": "StatementEquityComponentsAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDSTATEMENTSOFSTOCKHOLDERSEQUITYUnaudited", "http://www.growgeneration.com/role/SHAREBASEDPAYMENTSDetails", "http://www.growgeneration.com/role/SHAREBASEDPAYMENTSScheduleofsharebasedpaymentexpenseDetails" ], "xbrltype": "stringItemType" }, "us-gaap_StatementLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Statement [Line Items]", "terseLabel": "Statement [Line Items]" } } }, "localname": "StatementLineItems", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDSTATEMENTSOFSTOCKHOLDERSEQUITYUnaudited" ], "xbrltype": "stringItemType" }, "us-gaap_StatementOfCashFlowsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Statement of Cash Flows [Abstract]", "terseLabel": "Statement of Cash Flows [Abstract]" } } }, "localname": "StatementOfCashFlowsAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_StatementOfFinancialPositionAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Statement of Financial Position [Abstract]", "terseLabel": "Statement of Financial Position [Abstract]" } } }, "localname": "StatementOfFinancialPositionAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_StatementOfStockholdersEquityAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Statement of Stockholders' Equity [Abstract]", "terseLabel": "Statement of Stockholders' Equity [Abstract]" } } }, "localname": "StatementOfStockholdersEquityAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_StatementTable": { "auth_ref": [ "r85", "r86", "r87", "r124", "r390" ], "lang": { "en-us": { "role": { "documentation": "Schedule reflecting a Statement of Income, Statement of Cash Flows, Statement of Financial Position, Statement of Shareholders' Equity and Other Comprehensive Income, or other statement as needed.", "label": "Statement [Table]", "terseLabel": "Statement [Table]" } } }, "localname": "StatementTable", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDSTATEMENTSOFSTOCKHOLDERSEQUITYUnaudited" ], "xbrltype": "stringItemType" }, "us-gaap_StockIssued1": { "auth_ref": [ "r77", "r78", "r79" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The fair value of stock issued in noncash financing activities.", "label": "Stock Issued", "terseLabel": "Common stock issued for business combination" } } }, "localname": "StockIssued1", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDSTATEMENTOFCASHFLOWSUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockIssuedDuringPeriodSharesAcquisitions": { "auth_ref": [ "r17", "r18", "r221" ], "lang": { "en-us": { "role": { "documentation": "Number of shares of stock issued during the period pursuant to acquisitions.", "label": "Stock Issued During Period, Shares, Acquisitions", "terseLabel": "Common stock issued for assets (in shares)" } } }, "localname": "StockIssuedDuringPeriodSharesAcquisitions", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDSTATEMENTSOFSTOCKHOLDERSEQUITYUnaudited" ], "xbrltype": "sharesItemType" }, "us-gaap_StockIssuedDuringPeriodSharesIssuedForServices": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Number of shares issued in lieu of cash for services contributed to the entity. Number of shares includes, but is not limited to, shares issued for services contributed by vendors and founders.", "label": "Stock Issued During Period, Shares, Issued for Services", "terseLabel": "Common stock issued for services (in shares)" } } }, "localname": "StockIssuedDuringPeriodSharesIssuedForServices", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDSTATEMENTSOFSTOCKHOLDERSEQUITYUnaudited" ], "xbrltype": "sharesItemType" }, "us-gaap_StockIssuedDuringPeriodSharesOther": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Number of shares of stock issued attributable to transactions classified as other.", "label": "Stock Issued During Period, Shares, Other", "terseLabel": "Common stock issued upon warrant exercise (in shares)" } } }, "localname": "StockIssuedDuringPeriodSharesOther", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDSTATEMENTSOFSTOCKHOLDERSEQUITYUnaudited" ], "xbrltype": "sharesItemType" }, "us-gaap_StockIssuedDuringPeriodSharesRestrictedStockAwardForfeited": { "auth_ref": [ "r17", "r18", "r220", "r221" ], "lang": { "en-us": { "role": { "documentation": "Number of shares related to Restricted Stock Award forfeited during the period.", "label": "Stock Issued During Period, Shares, Restricted Stock Award, Forfeited", "negatedLabel": "Forfeited or expired, Shares (in shares)" } } }, "localname": "StockIssuedDuringPeriodSharesRestrictedStockAwardForfeited", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/SHAREBASEDPAYMENTSScheduleofstockoptionsDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_StockIssuedDuringPeriodSharesStockOptionsExercised": { "auth_ref": [ "r17", "r18", "r220", "r221", "r268" ], "lang": { "en-us": { "role": { "documentation": "Number of share options (or share units) exercised during the current period.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period", "negatedLabel": "Exercised, Shares (in shares)", "terseLabel": "Common stock issued upon exercise of options (in shares)" } } }, "localname": "StockIssuedDuringPeriodSharesStockOptionsExercised", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDSTATEMENTSOFSTOCKHOLDERSEQUITYUnaudited", "http://www.growgeneration.com/role/SHAREBASEDPAYMENTSScheduleofstockoptionsDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_StockIssuedDuringPeriodValueAcquisitions": { "auth_ref": [ "r40", "r220", "r221" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Value of stock issued pursuant to acquisitions during the period.", "label": "Stock Issued During Period, Value, Acquisitions", "terseLabel": "Common stock issued for assets" } } }, "localname": "StockIssuedDuringPeriodValueAcquisitions", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDSTATEMENTSOFSTOCKHOLDERSEQUITYUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockIssuedDuringPeriodValueIssuedForServices": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Value of stock issued in lieu of cash for services contributed to the entity. Value of the stock issued includes, but is not limited to, services contributed by vendors and founders.", "label": "Stock Issued During Period, Value, Issued for Services", "terseLabel": "Common stock issued for services" } } }, "localname": "StockIssuedDuringPeriodValueIssuedForServices", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDSTATEMENTSOFSTOCKHOLDERSEQUITYUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockIssuedDuringPeriodValueOther": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Value of shares of stock issued attributable to transactions classified as other.", "label": "Stock Issued During Period, Value, Other", "terseLabel": "Common stock issued upon warrant exercise" } } }, "localname": "StockIssuedDuringPeriodValueOther", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDSTATEMENTSOFSTOCKHOLDERSEQUITYUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockIssuedDuringPeriodValueShareBasedCompensation": { "auth_ref": [ "r17", "r18", "r221", "r261", "r272" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Value, after forfeiture, of shares issued under share-based payment arrangement. Excludes employee stock ownership plan (ESOP).", "label": "Shares Issued, Value, Share-based Payment Arrangement, after Forfeiture", "terseLabel": "Share based compensation" } } }, "localname": "StockIssuedDuringPeriodValueShareBasedCompensation", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDSTATEMENTSOFSTOCKHOLDERSEQUITYUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockIssuedDuringPeriodValueStockOptionsExercised": { "auth_ref": [ "r40", "r220", "r221" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Value of stock issued as a result of the exercise of stock options.", "label": "Stock Issued During Period, Value, Stock Options Exercised", "verboseLabel": "Common stock issued upon exercise of options" } } }, "localname": "StockIssuedDuringPeriodValueStockOptionsExercised", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDSTATEMENTSOFSTOCKHOLDERSEQUITYUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockOptionMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Contracts conveying rights, but not obligations, to buy or sell a specific quantity of stock at a specified price during a specified period (an American option) or at a specified date (a European option).", "label": "Equity Option [Member]", "terseLabel": "Option" } } }, "localname": "StockOptionMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/SHAREBASEDPAYMENTSDetails" ], "xbrltype": "domainItemType" }, "us-gaap_StockRedeemedOrCalledDuringPeriodShares": { "auth_ref": [ "r220" ], "lang": { "en-us": { "role": { "documentation": "Number of stock bought back by the entity at the exercise price or redemption price.", "label": "Stock Redeemed or Called During Period, Shares", "negatedTerseLabel": "Common stock redemption (in shares)" } } }, "localname": "StockRedeemedOrCalledDuringPeriodShares", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDSTATEMENTSOFSTOCKHOLDERSEQUITYUnaudited" ], "xbrltype": "sharesItemType" }, "us-gaap_StockRedeemedOrCalledDuringPeriodValue": { "auth_ref": [ "r220" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Equity impact of the value of stock bought back by the entity at the exercise price or redemption price.", "label": "Stock Redeemed or Called During Period, Value", "negatedTerseLabel": "Common stock redemption" } } }, "localname": "StockRedeemedOrCalledDuringPeriodValue", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDSTATEMENTSOFSTOCKHOLDERSEQUITYUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockholdersEquity": { "auth_ref": [ "r18", "r22", "r23", "r82", "r146", "r155", "r335", "r375" ], "calculation": { "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS": { "order": 2.0, "parentTag": "us-gaap_LiabilitiesAndStockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity.", "label": "Stockholders' Equity Attributable to Parent", "periodEndLabel": "Ending balances", "periodStartLabel": "Beginning balances", "totalLabel": "Total stockholders\u2019 equity" } } }, "localname": "StockholdersEquity", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS", "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDSTATEMENTSOFSTOCKHOLDERSEQUITYUnaudited" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockholdersEquityAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Stockholders' Equity Attributable to Parent [Abstract]", "terseLabel": "Stockholders\u2019 Equity:" } } }, "localname": "StockholdersEquityAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS" ], "xbrltype": "stringItemType" }, "us-gaap_SubsequentEventLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Detail information of subsequent event by type. User is expected to use existing line items from elsewhere in the taxonomy as the primary line items for this disclosure, which is further associated with dimension and member elements pertaining to a subsequent event.", "label": "Subsequent Event [Line Items]", "terseLabel": "Subsequent Event [Line Items]" } } }, "localname": "SubsequentEventLineItems", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/SUBSEQUENTEVENTSDetails" ], "xbrltype": "stringItemType" }, "us-gaap_SubsequentEventMember": { "auth_ref": [ "r346", "r377" ], "lang": { "en-us": { "role": { "documentation": "Identifies event that occurred after the balance sheet date but before financial statements are issued or available to be issued.", "label": "Subsequent Event [Member]", "terseLabel": "Subsequent Event" } } }, "localname": "SubsequentEventMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/SUBSEQUENTEVENTSDetails" ], "xbrltype": "domainItemType" }, "us-gaap_SubsequentEventTable": { "auth_ref": [ "r346", "r377" ], "lang": { "en-us": { "role": { "documentation": "Discloses pertinent information about one or more significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued.", "label": "Subsequent Event [Table]", "terseLabel": "Subsequent Event [Table]" } } }, "localname": "SubsequentEventTable", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/SUBSEQUENTEVENTSDetails" ], "xbrltype": "stringItemType" }, "us-gaap_SubsequentEventTypeAxis": { "auth_ref": [ "r346", "r377" ], "lang": { "en-us": { "role": { "documentation": "Information by event that occurred after the balance sheet date but before financial statements are issued or available to be issued.", "label": "Subsequent Event Type [Axis]", "terseLabel": "Subsequent Event Type [Axis]" } } }, "localname": "SubsequentEventTypeAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/SUBSEQUENTEVENTSDetails" ], "xbrltype": "stringItemType" }, "us-gaap_SubsequentEventTypeDomain": { "auth_ref": [ "r346", "r377" ], "lang": { "en-us": { "role": { "documentation": "Event that occurred after the balance sheet date but before financial statements are issued or available to be issued.", "label": "Subsequent Event Type [Domain]", "terseLabel": "Subsequent Event Type [Domain]" } } }, "localname": "SubsequentEventTypeDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/SUBSEQUENTEVENTSDetails" ], "xbrltype": "domainItemType" }, "us-gaap_SubsequentEventsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Subsequent Events [Abstract]", "terseLabel": "Subsequent Events [Abstract]" } } }, "localname": "SubsequentEventsAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_SubsequentEventsTextBlock": { "auth_ref": [ "r376", "r378" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business.", "label": "Subsequent Events [Text Block]", "terseLabel": "SUBSEQUENT EVENTS" } } }, "localname": "SubsequentEventsTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/SUBSEQUENTEVENTS" ], "xbrltype": "textBlockItemType" }, "us-gaap_SupplementalCashFlowInformationAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Supplemental Cash Flow Information [Abstract]", "terseLabel": "Supplemental disclosures of non-cash activities:" } } }, "localname": "SupplementalCashFlowInformationAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDSTATEMENTOFCASHFLOWSUnaudited" ], "xbrltype": "stringItemType" }, "us-gaap_TradeAccountsReceivableMember": { "auth_ref": [ "r41" ], "lang": { "en-us": { "role": { "documentation": "Amount due from customers or clients for goods or services that have been delivered or sold in the normal course of business.", "label": "Trade Accounts Receivable [Member]", "terseLabel": "Trade Accounts Receivable" } } }, "localname": "TradeAccountsReceivableMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/REVENUERECOGNITIONScheduleoflongtermtradereceivablesDetails" ], "xbrltype": "domainItemType" }, "us-gaap_TradeNamesMember": { "auth_ref": [ "r305" ], "lang": { "en-us": { "role": { "documentation": "Rights acquired through registration of a business name to gain or protect exclusive use thereof.", "label": "Trade Names [Member]", "terseLabel": "Tradenames" } } }, "localname": "TradeNamesMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/GOODWILLANDINTANGIBLEASSETSScheduleofintangibleassetsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_VehiclesMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Equipment used primarily for road transportation.", "label": "Vehicles [Member]", "terseLabel": "Vehicles" } } }, "localname": "VehiclesMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/PROPERTYANDEQUIPMENTScheduleofpropertyandequipmentDetails" ], "xbrltype": "domainItemType" }, "us-gaap_WarrantMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Security that gives the holder the right to purchase shares of stock in accordance with the terms of the instrument, usually upon payment of a specified amount.", "label": "Warrant [Member]", "terseLabel": "Warrants", "verboseLabel": "Common Stock Warrants" } } }, "localname": "WarrantMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/SHAREBASEDPAYMENTSDetails", "http://www.growgeneration.com/role/SHAREBASEDPAYMENTSScheduleofsharebasedpaymentexpenseDetails" ], "xbrltype": "domainItemType" }, "us-gaap_WeightedAverageNumberDilutedSharesOutstandingAdjustment": { "auth_ref": [ "r115" ], "calculation": { "http://www.growgeneration.com/role/EARNINGSPERSHAREScheduleofweightedaveragesharesdenominatorusedinthebasicanddilutiveearningspershareDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "lang": { "en-us": { "role": { "documentation": "The sum of dilutive potential common shares or units used in the calculation of the diluted per-share or per-unit computation.", "label": "Weighted Average Number Diluted Shares Outstanding Adjustment", "totalLabel": "Adjusted weighted average shares outstanding, dilutive (in shares)" } } }, "localname": "WeightedAverageNumberDilutedSharesOutstandingAdjustment", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/EARNINGSPERSHAREScheduleofweightedaveragesharesdenominatorusedinthebasicanddilutiveearningspershareDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_WeightedAverageNumberOfDilutedSharesOutstanding": { "auth_ref": [ "r109", "r115" ], "lang": { "en-us": { "role": { "documentation": "The average number of shares or units issued and outstanding that are used in calculating diluted EPS or earnings per unit (EPU), determined based on the timing of issuance of shares or units in the period.", "label": "Weighted Average Number of Shares Outstanding, Diluted", "terseLabel": "Weighted average shares outstanding, diluted (in shares)" } } }, "localname": "WeightedAverageNumberOfDilutedSharesOutstanding", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDSTATEMENTSOFOPERATIONS" ], "xbrltype": "sharesItemType" }, "us-gaap_WeightedAverageNumberOfSharesOutstandingBasic": { "auth_ref": [ "r107", "r115" ], "calculation": { "http://www.growgeneration.com/role/EARNINGSPERSHAREScheduleofweightedaveragesharesdenominatorusedinthebasicanddilutiveearningspershareDetails": { "order": 2.0, "parentTag": "us-gaap_WeightedAverageNumberDilutedSharesOutstandingAdjustment", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "Number of [basic] shares or units, after adjustment for contingently issuable shares or units and other shares or units not deemed outstanding, determined by relating the portion of time within a reporting period that common shares or units have been outstanding to the total time in that period.", "label": "Weighted Average Number of Shares Outstanding, Basic", "terseLabel": "Weighted average shares outstanding, basic (in shares)", "verboseLabel": "Weighted average shares outstanding, basic (in shares)" } } }, "localname": "WeightedAverageNumberOfSharesOutstandingBasic", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.growgeneration.com/role/CONDENSEDCONSOLIDATEDSTATEMENTSOFOPERATIONS", "http://www.growgeneration.com/role/EARNINGSPERSHAREScheduleofweightedaveragesharesdenominatorusedinthebasicanddilutiveearningspershareDetails" ], "xbrltype": "sharesItemType" } }, "unitCount": 7 } }, "std_ref": { "r0": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "105", "URI": "http://asc.fasb.org/extlink&oid=124434974&loc=SL124442142-165695" }, "r1": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "105", "URI": "http://asc.fasb.org/extlink&oid=124434974&loc=SL124442142-165695" }, "r10": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=124098289&loc=d3e6935-107765" }, "r100": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=124431687&loc=d3e22644-107794" }, "r101": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=124431687&loc=d3e22644-107794" }, "r102": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=124431687&loc=d3e22658-107794" }, "r103": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=124431687&loc=d3e22663-107794" }, "r104": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 11.M.Q2)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=122038215&loc=d3e31137-122693" }, "r105": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=122038215&loc=SL108384541-122693" }, "r106": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "250", "URI": "http://asc.fasb.org/topic&trid=2122394" }, "r107": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=125511455&loc=d3e1448-109256" }, "r108": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=125511455&loc=d3e1377-109256" }, "r109": { "Name": "Accounting Standards Codification", "Paragraph": "16", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=125511455&loc=d3e1505-109256" }, "r11": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(13))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r110": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=125511455&loc=d3e1252-109256" }, "r111": { "Name": "Accounting Standards Codification", "Paragraph": "60B", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=125511455&loc=SL5780133-109256" }, "r112": { "Name": "Accounting Standards Codification", "Paragraph": "60B", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=125511455&loc=SL5780133-109256" }, "r113": { "Name": "Accounting Standards Codification", "Paragraph": "60B", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=125511455&loc=SL5780133-109256" }, "r114": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=125511455&loc=d3e1337-109256" }, "r115": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=124432515&loc=d3e3550-109257" }, "r116": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=124432515&loc=d3e3550-109257" }, "r117": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=124432515&loc=d3e3550-109257" }, "r118": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=124432515&loc=d3e3630-109257" }, "r119": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=109243012&loc=SL65017193-207537" }, "r12": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(14))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r120": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=125512782&loc=d3e3842-109258" }, "r121": { "Name": "Accounting Standards Codification", "Paragraph": "52", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=125512782&loc=d3e4984-109258" }, "r122": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "260", "URI": "http://asc.fasb.org/topic&trid=2144383" }, "r123": { "Name": "Accounting Standards Codification", "Paragraph": "6A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "270", "URI": "http://asc.fasb.org/extlink&oid=124502072&loc=SL77927221-108306" }, "r124": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "272", "URI": "http://asc.fasb.org/extlink&oid=125520817&loc=d3e70191-108054" }, "r125": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599" }, "r126": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599" }, "r127": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599" }, "r128": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(h)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599" }, "r129": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599" }, "r13": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(19)(a)(3))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r130": { "Name": "Accounting Standards Codification", "Paragraph": "30", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8906-108599" }, "r131": { "Name": "Accounting Standards Codification", "Paragraph": "30", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8906-108599" }, "r132": { "Name": "Accounting Standards Codification", "Paragraph": "30", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8906-108599" }, "r133": { "Name": "Accounting Standards Codification", "Paragraph": "30", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8906-108599" }, "r134": { "Name": "Accounting Standards Codification", "Paragraph": "31", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8924-108599" }, "r135": { "Name": "Accounting Standards Codification", "Paragraph": "32", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599" }, "r136": { "Name": "Accounting Standards Codification", "Paragraph": "32", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599" }, "r137": { "Name": "Accounting Standards Codification", "Paragraph": "32", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599" }, "r138": { "Name": "Accounting Standards Codification", "Paragraph": "32", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599" }, "r139": { "Name": "Accounting Standards Codification", "Paragraph": "32", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599" }, "r14": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(19))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r140": { "Name": "Accounting Standards Codification", "Paragraph": "40", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e9031-108599" }, "r141": { "Name": "Accounting Standards Codification", "Paragraph": "41", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e9038-108599" }, "r142": { "Name": "Accounting Standards Codification", "Paragraph": "42", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e9054-108599" }, "r143": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=124259787&loc=d3e4428-111522" }, "r144": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=124259787&loc=d3e4531-111522" }, "r145": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=123577603&loc=d3e5074-111524" }, "r146": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 4.E)", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=122038336&loc=d3e74512-122707" }, "r147": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "SubTopic": "10", "Topic": "310", "URI": "http://asc.fasb.org/subtopic&trid=2196772" }, "r148": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "20", "Subparagraph": "(d)(1)", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=124402435&loc=SL124402458-218513" }, "r149": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "20", "Subparagraph": "(d)(2)", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=124402435&loc=SL124402458-218513" }, "r15": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(20))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r150": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "320", "URI": "http://asc.fasb.org/extlink&oid=124260329&loc=d3e26853-111562" }, "r151": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(2)", "Topic": "320", "URI": "http://asc.fasb.org/extlink&oid=123581744&loc=d3e27290-111563" }, "r152": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "320", "URI": "http://asc.fasb.org/extlink&oid=123581744&loc=d3e27340-111563" }, "r153": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "320", "URI": "http://asc.fasb.org/topic&trid=2196928" }, "r154": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "321", "URI": "http://asc.fasb.org/topic&trid=75115024" }, "r155": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "323", "URI": "http://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571" }, "r156": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "323", "URI": "http://asc.fasb.org/topic&trid=2196965" }, "r157": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "325", "URI": "http://asc.fasb.org/topic&trid=2197064" }, "r158": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=122640432&loc=SL121648383-210437" }, "r159": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(e)(1)", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=122640432&loc=SL121648383-210437" }, "r16": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(22))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r160": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(e)(2)", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=122640432&loc=SL121648383-210437" }, "r161": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(e)(3)", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=122640432&loc=SL121648383-210437" }, "r162": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(e)(4)", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=122640432&loc=SL121648383-210437" }, "r163": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=124255206&loc=SL82895884-210446" }, "r164": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=124255953&loc=SL82919249-210447" }, "r165": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)(2)", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=124269663&loc=SL82922888-210455" }, "r166": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=99380562&loc=d3e13770-109266" }, "r167": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=120320667&loc=SL49117168-202975" }, "r168": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267" }, "r169": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=121556970&loc=d3e13854-109267" }, "r17": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(28))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r170": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=6388964&loc=d3e16225-109274" }, "r171": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16265-109275" }, "r172": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(d)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16265-109275" }, "r173": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16323-109275" }, "r174": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)(1)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16323-109275" }, "r175": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)(2)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16323-109275" }, "r176": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)(3)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16323-109275" }, "r177": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(d)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16323-109275" }, "r178": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "350", "URI": "http://asc.fasb.org/topic&trid=2144416" }, "r179": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=6391035&loc=d3e2868-110229" }, "r18": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(29))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r180": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=6391035&loc=d3e2868-110229" }, "r181": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=6391035&loc=d3e2868-110229" }, "r182": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=6391035&loc=d3e2868-110229" }, "r183": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "360", "URI": "http://asc.fasb.org/topic&trid=2155823" }, "r184": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-01(a)(4)(i))", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756" }, "r185": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-01(a)(4)(ii))", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756" }, "r186": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-01(a)(4)(iii)(A))", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756" }, "r187": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-01(a)(4)(iii))", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756" }, "r188": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-01(a)(4)(iv))", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756" }, "r189": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-01(a)(5))", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756" }, "r19": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(3))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r190": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-02(a)(4)(i))", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756" }, "r191": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-02(a)(4)(iii)(A))", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756" }, "r192": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-02(a)(4)(iii)(B))", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756" }, "r193": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-02(a)(4)(iv))", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756" }, "r194": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-02(a)(5))", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756" }, "r195": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611" }, "r196": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611" }, "r197": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611" }, "r198": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611" }, "r199": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(e)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611" }, "r2": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(f)", "Topic": "105", "URI": "http://asc.fasb.org/extlink&oid=124434974&loc=SL124442142-165695" }, "r20": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(30)(a)(1))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r200": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(f)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611" }, "r201": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(h)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611" }, "r202": { "Name": "Accounting Standards Codification", "Paragraph": "1D", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495340-112611" }, "r203": { "Name": "Accounting Standards Codification", "Paragraph": "1D", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495340-112611" }, "r204": { "Name": "Accounting Standards Codification", "Paragraph": "1D", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495340-112611" }, "r205": { "Name": "Accounting Standards Codification", "Paragraph": "1E", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495348-112611" }, "r206": { "Name": "Accounting Standards Codification", "Paragraph": "1E", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495348-112611" }, "r207": { "Name": "Accounting Standards Codification", "Paragraph": "1E", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495348-112611" }, "r208": { "Name": "Accounting Standards Codification", "Paragraph": "1F", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495355-112611" }, "r209": { "Name": "Accounting Standards Codification", "Paragraph": "1F", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495355-112611" }, "r21": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(30)(a)(3))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r210": { "Name": "Accounting Standards Codification", "Paragraph": "1F", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(1)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495355-112611" }, "r211": { "Name": "Accounting Standards Codification", "Paragraph": "1F", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(2)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495355-112611" }, "r212": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(3)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466204&loc=SL6031897-161870" }, "r213": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466204&loc=SL6036836-161870" }, "r214": { "Name": "Accounting Standards Codification", "Paragraph": "69B", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466577&loc=SL123495735-112612" }, "r215": { "Name": "Accounting Standards Codification", "Paragraph": "69C", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466577&loc=SL123495737-112612" }, "r216": { "Name": "Accounting Standards Codification", "Paragraph": "69E", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466577&loc=SL123495743-112612" }, "r217": { "Name": "Accounting Standards Codification", "Paragraph": "69F", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466577&loc=SL123495745-112612" }, "r218": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "470", "URI": "http://asc.fasb.org/topic&trid=2208564" }, "r219": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644" }, "r22": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(30))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r220": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=d3e21463-112644" }, "r221": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.3-04)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770" }, "r222": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123351226&loc=SL49130551-203045" }, "r223": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045" }, "r224": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045" }, "r225": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045" }, "r226": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045" }, "r227": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045" }, "r228": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)(2)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123351226&loc=SL49130556-203045" }, "r229": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123351226&loc=SL49130558-203045" }, "r23": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(31))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r230": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123351226&loc=SL49130543-203045" }, "r231": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123351226&loc=SL49130545-203045" }, "r232": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123351226&loc=SL49130549-203045" }, "r233": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123351226&loc=SL49130550-203045" }, "r234": { "Name": "Accounting Standards Codification", "Paragraph": "91", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123410239&loc=SL49130690-203046-203046" }, "r235": { "Name": "Accounting Standards Codification", "Paragraph": "91", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123410239&loc=SL49130690-203046-203046" }, "r236": { "Name": "Accounting Standards Codification", "Paragraph": "91", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123410239&loc=SL49130690-203046-203046" }, "r237": { "Name": "Accounting Standards Codification", "Paragraph": "91", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123410239&loc=SL49130690-203046-203046" }, "r238": { "Name": "Accounting Standards Codification", "Paragraph": "91", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123410239&loc=SL49130690-203046-203046" }, "r239": { "Name": "Accounting Standards Codification", "Paragraph": "91", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Subparagraph": "(f)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123410239&loc=SL49130690-203046-203046" }, "r24": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(32))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r240": { "Name": "Accounting Standards Codification", "Paragraph": "91", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Subparagraph": "(g)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123410239&loc=SL49130690-203046-203046" }, "r241": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(g)(2)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123338486&loc=SL49131195-203048" }, "r242": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(i)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123338486&loc=SL49131195-203048" }, "r243": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(i)(2)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123338486&loc=SL49131195-203048" }, "r244": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(j)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123338486&loc=SL49131195-203048" }, "r245": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "606", "URI": "http://asc.fasb.org/topic&trid=49130388" }, "r246": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(i)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920" }, "r247": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(ii)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920" }, "r248": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(iv)(01)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920" }, "r249": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(iv)(02)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920" }, "r25": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(4)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r250": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(iv)(02)(A)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920" }, "r251": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(iv)(02)(B)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920" }, "r252": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(iv)(02)(C)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920" }, "r253": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(iv)(03)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920" }, "r254": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(n)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920" }, "r255": { "Name": "Accounting Standards Codification", "Paragraph": "17", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=123450688&loc=d3e4179-114921" }, "r256": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "50", "SubTopic": "80", "Subparagraph": "(a)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=65877416&loc=SL14450702-114947" }, "r257": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "80", "Subparagraph": "(d)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=65877416&loc=SL14450657-114947" }, "r258": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "80", "Subparagraph": "(a)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=65877416&loc=SL14450673-114947" }, "r259": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "55", "SubTopic": "80", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=35742348&loc=SL14450788-114948" }, "r26": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(4))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r260": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5047-113901" }, "r261": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5047-113901" }, "r262": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5047-113901" }, "r263": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(2)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r264": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a),(g)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r265": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r266": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(i)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r267": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(i)-(ii)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r268": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(iv)(2)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r269": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(iv)(3)-(4)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r27": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(7))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r270": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(2)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r271": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r272": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)(1)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r273": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r274": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)(1)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r275": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)(2)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r276": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)(2)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r277": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r278": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=121322162&loc=SL121327923-165333" }, "r279": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(f)(1)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=121322162&loc=SL121327923-165333" }, "r28": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(8))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r280": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(f)(2)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=121322162&loc=SL121327923-165333" }, "r281": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(g)(1)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=121322162&loc=SL121327923-165333" }, "r282": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(g)(2)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=121322162&loc=SL121327923-165333" }, "r283": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "718", "URI": "http://asc.fasb.org/topic&trid=2228938" }, "r284": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "720", "URI": "http://asc.fasb.org/extlink&oid=6419918&loc=d3e35281-107843" }, "r285": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121826272&loc=d3e32672-109319" }, "r286": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121826272&loc=d3e32621-109319" }, "r287": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121826272&loc=d3e32632-109319" }, "r288": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(d)(2)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=123459177&loc=SL121830611-158277" }, "r289": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(d)(3)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=123459177&loc=SL121830611-158277" }, "r29": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.1)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r290": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(e)(1)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=123459177&loc=SL121830611-158277" }, "r291": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(e)(2)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=123459177&loc=SL121830611-158277" }, "r292": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(e)(3)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=123459177&loc=SL121830611-158277" }, "r293": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB TOPIC 6.I.7)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817" }, "r294": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=123586238&loc=d3e38679-109324" }, "r295": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "25", "SubTopic": "10", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=123586518&loc=d3e845-128460" }, "r296": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "25", "SubTopic": "10", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=123586518&loc=d3e848-128460" }, "r297": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=79982066&loc=d3e1392-128463" }, "r298": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)(3)", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=79982066&loc=d3e1392-128463" }, "r299": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(h)(2)", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=79982066&loc=d3e1392-128463" }, "r3": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "205", "URI": "http://asc.fasb.org/extlink&oid=109222650&loc=SL51721683-107760" }, "r30": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.13)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r300": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(h)(3)", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=79982066&loc=d3e1392-128463" }, "r301": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=79982066&loc=d3e1392-128463" }, "r302": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=79982066&loc=d3e1486-128463" }, "r303": { "Name": "Accounting Standards Codification", "Paragraph": "37", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=123455525&loc=d3e2207-128464" }, "r304": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=123413009&loc=d3e4845-128472" }, "r305": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=123410050&loc=d3e5263-128473" }, "r306": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=123410050&loc=d3e5333-128473" }, "r307": { "Name": "Accounting Standards Codification", "Paragraph": "38", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=123410050&loc=d3e5504-128473" }, "r308": { "Name": "Accounting Standards Codification", "Paragraph": "44", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=123410050&loc=d3e5558-128473" }, "r309": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "30", "SubTopic": "30", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=116859721&loc=d3e6578-128477" }, "r31": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.14)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r310": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "30", "SubTopic": "30", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=116859721&loc=d3e6613-128477" }, "r311": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(b)", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=120321790&loc=d3e6927-128479" }, "r312": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(b)(1)", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=120321790&loc=d3e6927-128479" }, "r313": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(b)(4)", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=120321790&loc=d3e6927-128479" }, "r314": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "c", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=120321790&loc=d3e6927-128479" }, "r315": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "805", "URI": "http://asc.fasb.org/topic&trid=2303972" }, "r316": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=116870748&loc=SL6758485-165988" }, "r317": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=116870748&loc=SL6758485-165988" }, "r318": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(bb)", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=123419778&loc=d3e5710-111685" }, "r319": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=123419778&loc=d3e5710-111685" }, "r32": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.17)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r320": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "810", "URI": "http://asc.fasb.org/topic&trid=2197479" }, "r321": { "Name": "Accounting Standards Codification", "Paragraph": "4A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=125515794&loc=SL5618551-113959" }, "r322": { "Name": "Accounting Standards Codification", "Paragraph": "4B", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=125515794&loc=SL5624163-113959" }, "r323": { "Name": "Accounting Standards Codification", "Paragraph": "4C", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=125515794&loc=SL5624171-113959" }, "r324": { "Name": "Accounting Standards Codification", "Paragraph": "4D", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=125515794&loc=SL5624177-113959" }, "r325": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(b)(2)", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=123482062&loc=SL123482106-238011" }, "r326": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(e)(1)", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=123482062&loc=SL123482106-238011" }, "r327": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(e)(3)", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=123482062&loc=SL123482106-238011" }, "r328": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(e)(4)", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=123482062&loc=SL123482106-238011" }, "r329": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(f)", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=123482062&loc=SL123482106-238011" }, "r33": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.19(a))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r330": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=123874694&loc=d3e19207-110258" }, "r331": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=123874694&loc=d3e19207-110258" }, "r332": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=123874694&loc=d3e19207-110258" }, "r333": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "825", "URI": "http://asc.fasb.org/extlink&oid=123594938&loc=d3e13467-108611" }, "r334": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "825", "URI": "http://asc.fasb.org/extlink&oid=123594938&loc=d3e13476-108611" }, "r335": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)", "Topic": "825", "URI": "http://asc.fasb.org/extlink&oid=123596393&loc=d3e14064-108612" }, "r336": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(e)(1)", "Topic": "825", "URI": "http://asc.fasb.org/extlink&oid=123597120&loc=SL121967933-165497" }, "r337": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(e)(2)", "Topic": "825", "URI": "http://asc.fasb.org/extlink&oid=123597120&loc=SL121967933-165497" }, "r338": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(e)(3)", "Topic": "825", "URI": "http://asc.fasb.org/extlink&oid=123597120&loc=SL121967933-165497" }, "r339": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "230", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=123444420&loc=d3e33268-110906" }, "r34": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.19,20)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r340": { "Name": "Accounting Standards Codification", "Paragraph": "17", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=118261656&loc=d3e32136-110900" }, "r341": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Subparagraph": "(a)", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=118261656&loc=d3e32211-110900" }, "r342": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Subparagraph": "(b)", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=118261656&loc=d3e32211-110900" }, "r343": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Subparagraph": "(c)", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=118261656&loc=d3e32211-110900" }, "r344": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Subparagraph": "(d)", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=118261656&loc=d3e32211-110900" }, "r345": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=6450520&loc=d3e32583-110901" }, "r346": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=6450520&loc=d3e32618-110901" }, "r347": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Topic": "835", "URI": "http://asc.fasb.org/extlink&oid=124429444&loc=SL124452920-239629" }, "r348": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "840", "URI": "http://asc.fasb.org/extlink&oid=123405975&loc=d3e41551-112718" }, "r349": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=123391704&loc=SL77918627-209977" }, "r35": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.19-26)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r350": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=123391704&loc=SL77918627-209977" }, "r351": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)(1)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=123408670&loc=SL77918673-209980" }, "r352": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)(3)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=123408670&loc=SL77918673-209980" }, "r353": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=123408670&loc=SL77918686-209980" }, "r354": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=123408670&loc=SL77918686-209980" }, "r355": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(g)(2)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=123408670&loc=SL77918686-209980" }, "r356": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(g)(3)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=123408670&loc=SL77918686-209980" }, "r357": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(g)(4)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=123408670&loc=SL77918686-209980" }, "r358": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=123408670&loc=SL77918686-209980" }, "r359": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=123408670&loc=SL77918701-209980" }, "r36": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.20)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r360": { "Name": "Accounting Standards Codification", "Paragraph": "53", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=123414884&loc=SL77918982-209971" }, "r361": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "SubTopic": "20", "Topic": "842", "URI": "http://asc.fasb.org/subtopic&trid=77888251" }, "r362": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=124258985&loc=SL77919398-209981" }, "r363": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=124258985&loc=SL77919372-209981" }, "r364": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(e)(1)", "Topic": "848", "URI": "http://asc.fasb.org/extlink&oid=122150657&loc=SL122150809-237846" }, "r365": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "850", "URI": "http://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864" }, "r366": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "850", "URI": "http://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864" }, "r367": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "850", "URI": "http://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864" }, "r368": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "850", "URI": "http://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864" }, "r369": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "850", "URI": "http://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864" }, "r37": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.21)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r370": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "850", "URI": "http://asc.fasb.org/extlink&oid=6457730&loc=d3e39603-107864" }, "r371": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "850", "URI": "http://asc.fasb.org/extlink&oid=6457730&loc=d3e39691-107864" }, "r372": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "850", "URI": "http://asc.fasb.org/topic&trid=2122745" }, "r373": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "852", "URI": "http://asc.fasb.org/extlink&oid=124433192&loc=SL2890621-112765" }, "r374": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "852", "URI": "http://asc.fasb.org/extlink&oid=124433192&loc=SL2890621-112765" }, "r375": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Topic": "852", "URI": "http://asc.fasb.org/extlink&oid=84165509&loc=d3e56426-112766" }, "r376": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "855", "URI": "http://asc.fasb.org/extlink&oid=6842918&loc=SL6314017-165662" }, "r377": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "855", "URI": "http://asc.fasb.org/extlink&oid=6842918&loc=SL6314017-165662" }, "r378": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "855", "URI": "http://asc.fasb.org/topic&trid=2122774" }, "r379": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(bb)(1)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719" }, "r38": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.22(a)(1))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r380": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(bb)(2)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719" }, "r381": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(bb)(3)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719" }, "r382": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)(1)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719" }, "r383": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)(2)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719" }, "r384": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)(3)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719" }, "r385": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(1)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107314-111719" }, "r386": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(2)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107314-111719" }, "r387": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(3)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107314-111719" }, "r388": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "910", "URI": "http://asc.fasb.org/extlink&oid=123353855&loc=SL119991595-234733" }, "r389": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "45", "SubTopic": "310", "Subparagraph": "(b)", "Topic": "912", "URI": "http://asc.fasb.org/extlink&oid=123371682&loc=d3e55415-109406" }, "r39": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.22)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r390": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 11.L)", "Topic": "924", "URI": "http://asc.fasb.org/extlink&oid=6472922&loc=d3e499488-122856" }, "r391": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "926", "URI": "http://asc.fasb.org/extlink&oid=120154696&loc=d3e54445-107959" }, "r392": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "20", "Subparagraph": "(f)(1)", "Topic": "926", "URI": "http://asc.fasb.org/extlink&oid=120154821&loc=SL120154904-197079" }, "r393": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "20", "Subparagraph": "(f)(2)", "Topic": "926", "URI": "http://asc.fasb.org/extlink&oid=120154821&loc=SL120154904-197079" }, "r394": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "20", "Subparagraph": "(f)(3)", "Topic": "926", "URI": "http://asc.fasb.org/extlink&oid=120154821&loc=SL120154904-197079" }, "r395": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "340", "Topic": "928", "URI": "http://asc.fasb.org/extlink&oid=6473545&loc=d3e61844-108004" }, "r396": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(a)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=123377692&loc=d3e61929-109447" }, "r397": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(b)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=123377692&loc=d3e61929-109447" }, "r398": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(a)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=123377692&loc=d3e62059-109447" }, "r399": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(b)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=123377692&loc=d3e62059-109447" }, "r4": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "205", "URI": "http://asc.fasb.org/topic&trid=2122149" }, "r40": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.29-31)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r400": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(a)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=123377692&loc=d3e62395-109447" }, "r401": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(b)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=123377692&loc=d3e62395-109447" }, "r402": { "Name": "Accounting Standards Codification", "Paragraph": "33", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(a)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=123377692&loc=d3e62479-109447" }, "r403": { "Name": "Accounting Standards Codification", "Paragraph": "33", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(b)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=123377692&loc=d3e62479-109447" }, "r404": { "Name": "Accounting Standards Codification", "Paragraph": "35A", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(a)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=123377692&loc=SL6807758-109447" }, "r405": { "Name": "Accounting Standards Codification", "Paragraph": "35A", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(b)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=123377692&loc=SL6807758-109447" }, "r406": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(c)(1)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=123377692&loc=d3e61872-109447" }, "r407": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(c)(2)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=123377692&loc=d3e61872-109447" }, "r408": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "25", "SubTopic": "20", "Topic": "940", "URI": "http://asc.fasb.org/extlink&oid=123384075&loc=d3e41242-110953" }, "r409": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(10)(1))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878" }, "r41": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.3(a)(1),(4))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r410": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(11))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878" }, "r411": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(13)(2))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878" }, "r412": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(13))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878" }, "r413": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(16))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878" }, "r414": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(23))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878" }, "r415": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03.10)", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878" }, "r416": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03.4)", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878" }, "r417": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.9-04(15))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260" }, "r418": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.9-04(22))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260" }, "r419": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.9-04(27))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260" }, "r42": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.3(a)(4))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r420": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "235", "Subparagraph": "(SX 210.9-05(b)(2))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120399901&loc=d3e537907-122884" }, "r421": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "320", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=123599081&loc=d3e62652-112803" }, "r422": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "360", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=124429447&loc=SL124453093-239630" }, "r423": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "470", "Subparagraph": "(c)", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=123599511&loc=d3e64711-112823" }, "r424": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(16))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r425": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(5))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r426": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(12))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r427": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(16))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r428": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(23)(a)(4))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r429": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(25))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r43": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.3(b))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r430": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(5))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r431": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(8))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r432": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03.5(c))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r433": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.7-04(18))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263" }, "r434": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.7-04(23))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263" }, "r435": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.7-04(8))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263" }, "r436": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.7-04(9))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263" }, "r437": { "Name": "Accounting Standards Codification", "Paragraph": "4H", "Publisher": "FASB", "Section": "50", "SubTopic": "40", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=116884468&loc=SL65671331-158438" }, "r438": { "Name": "Accounting Standards Codification", "Paragraph": "7A", "Publisher": "FASB", "Section": "50", "SubTopic": "40", "Subparagraph": "(d)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=124506351&loc=SL117782755-158439" }, "r439": { "Name": "Accounting Standards Codification", "Paragraph": "13H", "Publisher": "FASB", "Section": "55", "SubTopic": "40", "Subparagraph": "(a)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=124504033&loc=SL117783719-158441" }, "r44": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.3,4)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r440": { "Name": "Accounting Standards Codification", "Paragraph": "29F", "Publisher": "FASB", "Section": "55", "SubTopic": "40", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=124504033&loc=SL117819544-158441" }, "r441": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(e)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641" }, "r442": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(f)(1)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641" }, "r443": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(f)(2)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641" }, "r444": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(g)(1)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641" }, "r445": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(g)(2)(i)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641" }, "r446": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(g)(2)(ii)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641" }, "r447": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(g)(2)(iii)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641" }, "r448": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(g)(2)(iv)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641" }, "r449": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(h)(1)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641" }, "r45": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.6(a))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r450": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(h)(2)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641" }, "r451": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.6-06(3))", "Topic": "946", "URI": "http://asc.fasb.org/extlink&oid=120401414&loc=d3e604059-122996" }, "r452": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "360", "Subparagraph": "(d)", "Topic": "958", "URI": "http://asc.fasb.org/extlink&oid=120429125&loc=d3e99779-112916" }, "r453": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "360", "Topic": "958", "URI": "http://asc.fasb.org/extlink&oid=120429125&loc=d3e99893-112916" }, "r454": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "360", "Topic": "958", "URI": "http://asc.fasb.org/extlink&oid=120429125&loc=SL120174063-112916" }, "r455": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "310", "Subparagraph": "(c)", "Topic": "976", "URI": "http://asc.fasb.org/extlink&oid=6497875&loc=d3e22274-108663" }, "r456": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "310", "Subparagraph": "(b)", "Topic": "978", "URI": "http://asc.fasb.org/extlink&oid=123360121&loc=d3e27327-108691" }, "r457": { "Name": "Exchange Act", "Number": "240", "Publisher": "SEC", "Section": "12", "Subsection": "b" }, "r458": { "Name": "Exchange Act", "Number": "240", "Publisher": "SEC", "Section": "12", "Subsection": "d1-1" }, "r459": { "Name": "Form 10-Q", "Number": "240", "Publisher": "SEC", "Section": "308", "Subsection": "a" }, "r46": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.9)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r460": { "Name": "Forms 10-K, 10-Q, 20-F", "Number": "240", "Publisher": "SEC", "Section": "13", "Subsection": "a-1" }, "r461": { "Name": "Regulation 12B", "Number": "240", "Publisher": "SEC", "Section": "12", "Subsection": "b-2" }, "r462": { "Name": "Regulation S-T", "Number": "232", "Publisher": "SEC", "Section": "405" }, "r463": { "Name": "Securities Act", "Number": "7A", "Publisher": "SEC", "Section": "B", "Subsection": "2" }, "r464": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(a)(3)(iii)(01)", "Topic": "848" }, "r465": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(a)(3)(iii)(03)", "Topic": "848" }, "r466": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "848" }, "r47": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=99393222&loc=SL20226052-175313" }, "r48": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=124509347&loc=SL7669619-108580" }, "r49": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=124509347&loc=SL7669625-108580" }, "r5": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=124098289&loc=d3e6676-107765" }, "r50": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=124431353&loc=SL124442407-227067" }, "r51": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=124431353&loc=SL124442411-227067" }, "r52": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=124431353&loc=SL124452729-227067" }, "r53": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03(10))", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227" }, "r54": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03(20))", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227" }, "r55": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03(25))", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227" }, "r56": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03(5))", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227" }, "r57": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.1,2)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227" }, "r58": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.2(a),(d))", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227" }, "r59": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.3)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227" }, "r6": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=124098289&loc=d3e6676-107765" }, "r60": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.4)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227" }, "r61": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.7(b))", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227" }, "r62": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.7)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227" }, "r63": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.8)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227" }, "r64": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.9)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227" }, "r65": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123570139&loc=d3e3213-108585" }, "r66": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123570139&loc=d3e3213-108585" }, "r67": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123570139&loc=d3e3255-108585" }, "r68": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123570139&loc=d3e3291-108585" }, "r69": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123570139&loc=d3e3291-108585" }, "r7": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=124098289&loc=d3e6676-107765" }, "r70": { "Name": "Accounting Standards Codification", "Paragraph": "24", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123570139&loc=d3e3521-108585" }, "r71": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123570139&loc=d3e3536-108585" }, "r72": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123570139&loc=d3e3602-108585" }, "r73": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123570139&loc=d3e3602-108585" }, "r74": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123570139&loc=d3e3602-108585" }, "r75": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123570139&loc=d3e3044-108585" }, "r76": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123431023&loc=d3e4297-108586" }, "r77": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123431023&loc=d3e4304-108586" }, "r78": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123431023&loc=d3e4313-108586" }, "r79": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123431023&loc=d3e4332-108586" }, "r8": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=124098289&loc=d3e6676-107765" }, "r80": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123431023&loc=SL98516268-108586" }, "r81": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(f))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690" }, "r82": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(g)(1)(ii))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690" }, "r83": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(h))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690" }, "r84": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.12-04(a))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e24072-122690" }, "r85": { "Name": "Accounting Standards Codification", "Paragraph": "23", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=124436220&loc=d3e21914-107793" }, "r86": { "Name": "Accounting Standards Codification", "Paragraph": "24", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=124436220&loc=d3e21930-107793" }, "r87": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=124436220&loc=d3e21711-107793" }, "r88": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=124431687&loc=d3e22499-107794" }, "r89": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)(1)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=124431687&loc=d3e22499-107794" }, "r9": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=124098289&loc=d3e6801-107765" }, "r90": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)(2)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=124431687&loc=d3e22499-107794" }, "r91": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)(3)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=124431687&loc=d3e22499-107794" }, "r92": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)(4)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=124431687&loc=d3e22499-107794" }, "r93": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=124431687&loc=d3e22499-107794" }, "r94": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794" }, "r95": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794" }, "r96": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=124431687&loc=SL124452830-107794" }, "r97": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=124431687&loc=d3e22583-107794" }, "r98": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=124431687&loc=d3e22595-107794" }, "r99": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=124431687&loc=d3e22644-107794" } }, "version": "2.1" } ZIP 94 0001628280-21-016698-xbrl.zip IDEA: XBRL DOCUMENT begin 644 0001628280-21-016698-xbrl.zip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�%/A8$!!'"N!N;_=W7WT8:R1*9!3#8U&^*#A,9'\#EA;6P)$)Q?C. M"DMXN3MBC$!:WS\9?/W4TSM1K3/RNFUBP:(Z(M0A,K M,$D.-5W@JE%CO-TAIB*.XV]I=IM$X554&)1CMX50!2*PJPL1!+ G%)%():*B M?I5'^LH4;AQ&_RH)>A @&[1E!CV'9*<*N1N2[?=7FMH42 M6H?=9>);(V=T6YL8SA7.-9) ?K5J*23JM+K'34&1,-,H=L".I8D:*=#AKHBY M?;33\< JB-(PR+F#2X,R6TE'C2UJUJ$B/UNC:)%))&Z,^I'1O3N<19C @DJ> M0(V$X!T-(KYD->UAP6@41OBJ'C:%,5R$L8!&,V(9LNJ&)H*OD#F!YY-GRH6-+"!;W$3 M1$(#]<:V2V,ZB'F[?!02!Y=+HF(/+8>;'--(4D?\>[&48"-A@0IU">OO..*N MVNZYAQP316!QKV(Y>0!^HF]^5<%R**+H&Y@0U) <%*K4@9\OV7(ZML0PH &Y M,Z"X+FI>,U9 DA;O%UHP\#CI*5:)PY^'B&3[K:"M"H?-@C*7Z0H,=N2W$,M MH:);$65Z+1X(5.(F+L2E5D8C:6BFK$>" M.V0/,50*NCU?H_-H&QL!!K PT4U)$**H$2!N/M(Y1"&Y02H!A)4K5$DB M?U'XL,06D=Y$"YHT!!:XC7*F?Q#Z!;(D]+0Z@#\:+TC#,"",!Y;>J9@\(>P8 M7O,'ZS[+C\OTF-60?>\*Z1A\53DVB1DM%?]Z@XL&VI?ACQ NR",0$/J>T^B& MN0#)0B,>\#B)F&T%+SJ-(\3'XT4'S9BBJRUU.?3=<^#@N)%AVB%-4@2-J3%C M17 LQ5NPS/_7L@:WG2IP)[\GOAF@F\L+W?DW7U+ GFHN#-+(8 M@:>09S(<5,;<;-SKCMM1FW-N/69MS:C-O&V L,[/M(IYV* M:=U9NOK31QE;F'(W96C?^T0+U5&,_BT<:3,P,4/GH+7"]W!S]L$?RH1=/@6-C$E:* MNN'A"4(%)I'F^%) [M6Z_O,68PC##*K76L8^R'K[B->IBBN9E[B"X+2B>>" OQH?#;"ED8H226@I0XT7QB M3I:S^EPF@5U"MMU2LF]/IHK0T.Q9V)_R(YM9&;8(!0X(9[CCN)#>TAH%? H@ M@O0U[ F].A1[PL"PQ';P_$OO/7V^[H60>:P2V;IM43PB[H!J* B]N';O7QB# M7I9QD'EH*DAT9TX"N=/Q1HJ%G"33H9O4LJER5685?5O2C5C(#WEM2(D3AZ_0 M,&CYJ)<,*0+ 0H+Y/(]')7L\LP4=-TN [>YROM82 M@YB1[%\BUM+[5;'=IU7R>#%2?39;V0+%LS^QN;ER2WN0N-%:8\@R5_)0J(QK M![.'L^"-FR1X[S0U]?W%;BGSP1*0 MI17VW"<01@E*$B!S_2BV=!N_KE)3WUNU2XIJH>/(;2N=_]@*FR2=K!8OG=,/ MK"\R*,E(]364MO411=>Y%TC6)V"XN'8SB8[[8_\A)S/>NVHA6W55+L,/QU$\XW5/H[D6 M![Z3=0.0C[ #BE-N,IIF#"2J5&FVBP$PW+H=&F#;%--+2)AC;1 M\.*)AGM92"^D(A@^#D-(@0W*H(I*I,Q%*F3PP%-F2(91$$WO5BAJ,G ??&!=\IX%-3#0J@!Z!4^@;=09LZ5NU<1RE/B<=IU8)IS)MAR=%4ZW%>.TY]XM ME; +-U "]9)QEX%5@083.I/:"#2&XBE.@L3PX]Q"!")[UNYZJ477_$CXP83,HD67#U>1J:0B6B(ZV4XT6%+JE372M$N$GF/F<4 ME+L@$?9UJ01K(YB@.N\$NTC/T-*!(3Y+(HDF!>BCWPB># M?HL+MRR/W3\#%VCSR]:6(8+U#@,"15([_M5LN-5H//N!-;7;E+:&5YU;['@Z M+;OT4"OM8JC4ZM7)MC?DI"VO-)T,2T&)#&^'EXO1?U./[^MZ/=WY]8B= =_RN& MDRL>WV-(0T+-Q):R<^0&^\BD7R^99H%)VE^=.WZ3OO1J4IVF#+'UI5M?^HWZ MTBC4+=S&.Q,?CO8^>?!+\_M M?]_+-W\(.M'!]L'>2ZG=ES[C=UM-V&K"5A,^AB9\]QB:\/"108:<2,/J0,.3 MVU+]@?>U?SGH#8?>US]Z%[VSCWX-6 AGLJD%,)00V0K-(U5D&NHST"YS3S?9 M442IX5QVGOW/LX_U7;W[U#L][5TXY:Y-FK*G_N_SO'/]U!M9^/#ESP:L@5?Y MYR=H+LZZ?>H'?1O>R?#;S/_>,_^I^Z@Y<: MSF/]]_CLXOR^H/I[N]5VWQ<\@*J2_*/B_*/?/??[?E@P+5(SJY]?MVY_G/-, M5K!=P+H%?.'=)?K#X1+TO<\1UH@]]13@@T^"/(]2Q4OM>\>]LR;-3!-.JNJ4 MK1[5!AHY#9SC>^_8)MD*]59X?SC\(L9WK=EP?TOBN4=^?M$?'/?/NZ?#]=V* M;I7"^YUFVFD5&YIMSZ?X9\-MO7_6__/4.[LU4)IKH#B6":U' MRVOM[CQ[BO]'MC'!KSQI#E]_OKVS]%UE"X\2.'^7-FPVDWOOPW;;WW\A+6&] M0*LF6C6Q2DW<)=S3X/NOO.Q[>]N[(,V_XW:73W;YD^4-\,M];[]^[QS\YR]U M2NW!JFV_F=5+/U4H"Q?P/]?S:?*/_P]0 M2P,$% @ K%$,4]'PZ $OK@ ATH% !X !E>&AI8FET,3 Q7VAGOHJ\.OO[ZUY-77W_]^O)U]./E3V^C)X=' MD^BR4D6=-5E9J/SKK\]^_BKZ:M$TJV^^_OKFYN;PYN2PK.9?7[[[&F_UY.N\ M+&M]F#;I5__Z)WX"_]4J_=?_\\__.#B(7I=)N]1%$R655HU.H[;.BGGT:ZKK MJ^C@0*YZ5:[6539?--'QT?$D^K6LKK)KQ=\W69/K?YG[_/-K_ON?7]-#_CDM MT_6__IEFUU&6_O=769HD1_KY"SV=/DN?3)\]FR;'3Y\FR7Z\:KZ]R=)F\?=3],OWT>G%Q=DEB.V[5S^> M7IQ%IS^\.SO[Z>SGRX>O1__+_=;6339;?TL?944*[_K-R;-5\]%?]TGOZU[^ M^.9BZ[M&>\U"1__XVXOCXZ-O3^>5UK@C\._)\V_WHZR.EBK5D2K2B)8,=EM6 M-&6DZJB<1?C;X^?-(DK5&O_^GS9?Q[S?_/N>S68Z:;)K';V&_4H?3N#FTS7= M5RU+V+T_5.7-#[K0E4(=$?V4)8MLK@K8QM7J,(Y4]%KGZD95.DK@DU(NVY,G M?->N=65N''=O9N_Q"J=ZWWK?H(S^*Y,KM;1Q4)I7;C+Z5,[V7M:)0M<(WQB M^"1W"Q#6[#I+6WCK=335J%656<3S*BN2;*5RN27]#&0XYZ7%A?>6W%Y=FQ$< M1G]V7^U0:?!>3G4B0O--"]NZPJN^^M<[,_9=Z+)H=P^_:T[.QCG9F)-7XYQL MS,F;<4XVYN1RG).-.3D=YV1C3MZ.<[(Q)Q8\T? M[-"U<=!;4'59Q6J(].45G7=A!B*Z*A M_>,ZK4K/LOS'WYX\_[:LK#E9WI#O 2[#QM5@:.8MCBJZR9I%V38\!C;NT22U MCRQ7Z!'P;63,JHF>O3R*?CZ,SN'=,Y5@H"++8]_RCZ.?WD1/7IS =;Y7\YW< MUAJX#Y.OR8M>^?KJLQ/4[X8CJ$]Q$BYAZ;[KB )*[ *%:54665*33S-7%BL*.%?#6PA;QHI[^!TQDU)6UO\ F7M7BCX+_B MMI?@!"@D&]*((XH1H)*ZR?()35\&$>)KAJ5%2;H MH>I:-W4<48"1'[ZJ4*::3-O(B!&V'L]W-_(SE(C4S[_\&D>7/YZ]._O^EW=G M<30#13\ORY3F\5KEK9KF&.2J*&] A\]URK]>*5X>A3*!Y\^LS//R!A3XTQ??OO\V?.QQ MB^WQSC_YZH_JE)H,1[D]-S/5OUZOS[Y_\_.;RS>__'RQPS&#Z?\];%?:3VVU M*FO=JVR=8@9%B1N\6413#;LMJA=@644+=:WI(MZ#J&N76N&I^W&VXR.3R)F4+\@ T/L"?*!@/RS4*QYW)VBZZ-/^&'$6T_=5UF MJ2H2C;].RW8*C]Y<'=EK["!A$F?-9Q]NT1J\I!I](7"2+I*%3ELX2 M??*CHK98J0Q<)97C!W52TRRD(GL@FB$W%:MWEQ";/OZTC%.Z)D-VA?XU-R].GQ(7O9/GWP\N@ \X@R M^O_[]?3ZW<=-T-\W),#<->!5Y MYM+4O$MBUHD@_ROQ/%&9XA_9+(/=< [:&R0%91X^;V"D<40)5_DB!<6<-/D: M11:3K/(7'0(EN9JQ_8/C4W ABQ)?[/_0[#WY 0^-MG'?@.@+'!$<'9=BE9D] M)GLR;YOM/]GFQ^W: M^WN8672*<8KH7*(J6*__[JY"O[DBJYFE7LC8X?/X94BD"XPHLQ"RR6D=>ZZ@(S).Z]HRE7_]Z+9OCE> MW4:3\ C QW;GF$?K0]+^,A%]<:^$/H4Y/SY^=OQD[S#\;K_9GS_%,?NJQ\T>R"$\P= M+(EJ:_;&^3,T>L1H@D?"[!':DH*<(&N)A#B5'#)P-BZT^"VP+^8+^F%Y4\"W MBVR%EUZ7#1XJM4[:*L,87(Q'G'&!< CD^-QDM=YN)WT95M&385I%%.\VQSZ[ ME5.*H:9Z!K=!;Q?L9!:=X\/):.UVU_7I(-?UE:H7H3N(*YO IS']%SV[[%KE M%##PS$,XNZ^TG/UV4W-8?E%6#1N967$-_B(%&_;E=JDFRRNX%UK,4U5/-F^+7O1--$AU/1^1K%3[7U35%7>M6%=8)R773 ML!^=P"MEI$W-;W2=5.4-7CEOP1\MFC7/R10VB?(2968*P$48-VYGXSX;[,:- M3I=@AC:;^Y>^#!96Q#5;+D%$0$YS+Q32E>$'ZFZRDKX,$7@^3!$P(:P''LK/ M_Y)#^9-GFSX7(7HQ9"'"X@$X8$)90H7R%X>'C^.G1R_CR;.G$A[^LX'ACQ47 M'OA6N0>3^=BWRLN/O%7HCM]D#;Q_\F?GB68P'M *O*-7I^P(+/P %]LBV_N1H M*,?DY*FWT\^*ZZPJ"_1E85G?JIN>DQ(]JYG&K&$>P\#E(,K+!'Z1JQO^K&UT M'%4M8@0HD&L2('!VQ=%O;3IG^,PY.KGDRE5ZWN:U099C;AFG :7I7@>%=%UX%UKVF'#C*?@M.>@7E "1HP4).LEG>B><#'(\"2 M7X8@0/;X7Z'K*U@'F8,&*[_Y-<'$J-1=FQ:[*+,:8[YYWG+J7RZ$*SF)X2ZMRRRGF"SLK$+Y5U_O"_HRUX25;194 M>(\>AOT,02E)DJ7\!O(QUPIO2"9^<%-65ZM<)=I&?Q&\R6[J^\F<7F:42ZQI M21.P\N888,Z*W]CU@7_7JRS/X?_K.E$K33*>MLL5_OI!CY.)P'E <9JQ>6H M/A2PPC!ZR5E/^ K>)'?;B/$%2X4UM=X,Z]3<%U8#=W5;8+T$W DG!YY!::"# MICQ )"N]7$[;M=[(1C_\%9Q=7#8NU'^3Y5BR,=.X$2K0B_0'B<6-;G+X_W4L M1>"I*N84/"-,DY,$RCVC"V&> P^2O1DUJKB"&\"&J#6N \U!5A#D24WA1B7> M 5<%WA'A]X@[JD"(.&+&XH$O3Q*7Z%6CDMP\BT-NM_N;.@[?3"]7>;G6VK^3 MJ+K#?_QM\NSHV^BTQDT.+S0MK[6#+AI_0V0YU/@6ORBH10_F",+PZNS=J[>G M8Q!\XW0?#*XQ/-W?O'X;O46+K J#:8B7N%CB>MO"D5/O(*.#K8A.YP:$C@+Q M[\.+P^@'D*2JN!OW,P04PZ<6@>.'9/=V.L(1,3$B)D;$Q& 1$Y_7<3@8W'#/ M<5BJ#E!8@2\+IYV??Z3447F=I0>3E]$96'7E,DNB-\5O;;6.7F>UJM&YP%O% M@F;D7X!UJL!&;>$XS=(X>@>^E)ZQ@6GOQ7*=GW[P#.;L4)'6\\T[( EZF.)<%3 MKHRC37^ZJMK5 C1%N>3/S==JM8)7S&Q@A".CA4=&3+J"\M3F*WCFE]J8 M:9#\X=21\^??$#JZ$LR M>@:#U-I<_VBCK*B3.,(3ST:*LYKCZ5Q-!,=E#OXG1@VPC">Z41@UA9\:3 ;: M),HO'T)GFW#7'E5FO3)Y LK#@AG+5(-=@]:3YGZ^3[0(GQ/+SE(CD9&P*Y9!>8WITQA M'(HS8K1=T0]B^FSQS'T&![J%=6S,K9TKL]>I5,>TJ.22+DV*C(>%Y"Z\N2P! M#W*#Y2&2V<$4X7_W_32E>T'"B#%83-/\8)6N>"S65NJ]ZTL0'2^9Z6Z)/#X5 MOYD"SXJQ85SL8-2)C?S/9$K.*WU@8'/GWG)0'BJX.Q;)%'[*:6-IP\?91V&Z MN9;:?(O?53;YJ$G7U6V"2>JR"HIIXDV .&(/>(TO,<.*L9EWGHY$R^GH^."9 M6?(Z@\VC" 5P+4GZ&>,98D$SP(5%61Q0I@/NSJ?5 RIX1AWY"73D8'"F@8[\ M'@1024;ZG69$1]/#1L 5$/[WE ^GL EL\R#+*KN[1@%QM/=*K0CUYM_LHIW6 M69J!6M4U77<"C[0U;KCW7W-9">DBWM-TW5.X7PFJ-G-E*F]AS]!W$[@)@L6( M1!LQLN<"&>!OGT=[82[_)X6U'OS;XZ-H[S3AF@]0%6\(;E)6$I2"[U]$>]]5 MY16>*/C)]RB>\-MQ>^YT>WYL;.N';\\Z^CXO;\+M2$>NX;Z;(7T3"/>,+D[9 M(N@O@Q)J_ZEN;K!FRE1O.9X,0\>'5S&*'//&TF M (?8GSLW-*.8&VP:A6%Z(H_BMCF[K(\P M;9K^9Y>)CB\]3W$\S!('K)WO"4XSECZWDHXV7Y)@W3'NN!4;=+D+:?V[('?D MHB%V;72%EC#01#&=;]W _.<2TT9>7D7@:4WU>Q*KPA@W;B6DK/K21668>%F' M;@6?U/.RNXY\6 WC18^P< &I\^;V1IS>SS,R#5#9PJ)Q\ DUO"YGL0E/*4'; M8H#>N.[*Q !)9S_@KO9NM*G[?L^40MSB)F#7BB*9;8Y("C]M8:IB:OM.W8&YVWI,NA77R+Q5-_MN MNBI0^!6.%6'W;45S0G4O6!9$.:+E2M.(?H.CN$ZSY#W@%%]0>O%XF&"]-S W M4Q!=KQ.%S[1G'&[LLM=B[IFU2_R7AGUD[;VDK!NIE)&:)IKV&D,99"-ZD8R*%80)0"G9G&,E"N^L5DC95AG9BJA3 QQ'^AHKP1*F MV,&YQ8=Z#W.Z%5_*N@'PXW0_H*=AXAN:$-15)C!KG 8])X.?X%='13S^ECP MF@&D<94:>!$JT(S)^,L&2CUK%#5FC1Q34]V_7"H6J_!1=#\S)='R$T 9P <)VFK?11@ M3Z<;K;!BL'5L:I02@HM1M1N_RW3ER;HY2)C'&1>&S; FCR6&$E@@2TPQ5'L< M0QEZ4"F)(;7#X'G93&O&=J1I2XZ6%,T@8;;.EE.SFRS9& K8% MB!-"%E&*M(;I41S%IE?$VXK MXH[PE&R@O<5= DXGMHB1TSF@;ZC2:$)&![6+(?H#?2]UCE3<5CAOP95]NERF7OXWUI MWD KJ39O!,W'W;)@8)5VM+BDAF@J1'96+B^T]]M^YV@7BO9 Y;OIK=<%7 X6 M<&0J=6U>\U#WH9=O]*_:UD+^7XLXD M]H$>2LG0>9+DI=2%XCB;F>E8HF:5IA0\FD:FG$6%RC1Q-OT[QB;/;VX@OJAU M.[):Q :/--P5 K\6:Y[VLG8K%8R6;/S-C[&[$ :FR+20JE!1O:7 MF!5Y,F9%QJS(F!49LR*/.MPPS!*N7K1*'Z:93$#O6FMWB3UUER_#CN]GC%.9 M'/4W 1V4_ VG"17-PPIY1M"IX7^8S)T4GB';3M']=T"98EP=$^5AN[05C]3_ M"Q;@ .E_L22.P\48PP9_%9U>_(>^M10Y<=0VC$!=EJF61I'9# >FV?(T8\'G MIYHZQMS]*CZ-D S;^YZ:NZ"P#9N 1;/LI2X%GV3DI%?,W^^\'6-XCX,<1],K33- MPU+55R*/HRI]]+(UF+ID4:7+58NT+'4Y:VX4TEUV4H?.0J8"2YQ<(:6W-'@98F'-5CK(O ?W\FX!$HUTF@>+\L9G?67VVM3F-X0"5J2Z MTKB318Q\2FXP)>H[<+,<\P+X6[QY,09NO, L7 MWB7(#KO[(,V+S)AI,<,858+5540244L38GNW<1,.8Q,.IHB9YL':JB"(NL$$ MF-C9/K=T7ZHWA+)(8M24T8+8X8Z23M/&_*;S@>_.F N/@=9FL^EB<$0=7QB6 MF!HH@H]1J_='D1Z&2 ^FYI3F >5D7I8II5EM,:G!(J7_^-N3Y]\B$J$#<.@3 M0@O,%]'>V\N]Z.:;]&!N%C^"F(;-Y# E6DS M+Q<;$HA[X'[6C5NH*D4WSC[4)#JP=2,;IIZFH],5;Q=;_V\CD^+\)LE5QKAM]M5UD;3+*8%0/\41_-@$;S QSD#P3(.>Z!2S@+5I6=G+ M!BE0<:Y46!#SE\D7E_:070BSOVHZV9F"CVK,Q551+HNN8>576; MLY!:P[3N6J8C@]!.!7PP\<-> ;^K U4?\REA_:01$[@2J$@3EB; MU2FZM,?UUH<11=LHGSN5S\%$LQ\FGR0R/4+Z/VVAHY.C.#H^.IZ8WNJ=;NS< M)Q+3>'!S;+8N\KF$<2ZB;,E=476.7=CAT13PW" 4=-Q,H\O3%::381(*_8(! M5]UHHB8MD"QEDR$F,U^A)[-@QJQ@\2EFCCX0EL;#_3A7)[%S3UYN='XM(E4[ MSFM?A$:YV9";P11X!'+#)MRV*,V*OXW!VDJH4+U3,!%48-1B%S)RK2JOR=Z= M8>QDD=%OKU65L2_A4UZ8&B5F.9B2B5A.J65MRM*%PMM/@^3C(N C;(+,MR'W M6FK.G5V[T5D\EE]U>WM[395LG3AUI_:+Q;U\H_'TQ6SE;N#"G-0R]P3RS:=< MOJZXM:Y7J#6V5=O<,(,I\>C9,&@8!N%-UK)[U(89W2;4LG0! 89-SX 9%N@Q MU3QEJ6WXB#B[.)'-)[@D+U$1K[%>I.6CW2/*X!YC*+.$CC>-BA"+$TINF=C GI,0(\)Z#$!_5C"0GSJ\%&8EGB8QA31O<[2 MEJAKZ2!BIK(YZ(HY,7&!H4MLR+'A"JJPM0Y>B">9#62; Y!!4Y1MPQ,- \+; MH%NCY;QA.0^FG+1K.=>;'6@\V<%&>T@%('U>8NJS9WOJX9^&PW%9"QDNW-;UWPS*SB81,.C/*9[!>HS ML&W\XZ[9Z:X9)A*-9(=8(\/-\@K4[Q_HBG^GBJO1D-A8S6'"NXPFJ#=3' :. M?Z[6R4+#P7_NZM[@G_-*+8F L_9@'Q=+_(5M!WF:@AGORON?(R4T<7:NY/>8 M!P%ET^4R)2U8%/(PR^)JM1O1TU+1**D_]_N[QHKO\R-C(%ZAUCXK%JADN2LH MS,./K\[V\>:CUMOI/ADF2LR>F&=U4I4W+G*S25VO^0K'H]OI*4=R:I6HS3)[ M-,Q2=;4TY*TDWJ86I^1V0*.&W9"<84)G^KKN=E5MV"09/!Y*PC&=\@H^JDPN MS<\+,V= 7ZS[ @D*4K@?/R_N-CHF&[!S$?A56 M-@>6"LBI<]/W2 M-TQ@S#LMR=^WCD"_'\]JS_N :K\*.-_W;A::/!$DHB#I; OZ)\BB) GP0\>< MC=EN\%)20Z+>%N[OF+)?+-M3#5Z/MNDPPR1/OY _1-QE %);T)=G(Y?,]L>> M:JQ?I; "QAI]2=[O,GD'Z;G3NFZ7X<0=1M$E85LWYU0F4_9+W%/X&&],+GE^ MWNP&HR%X\4W=+JIQ;"<& LR" MB2D>'\+_HC>82;T!#Q=B/C7MKSRSN<]U-9VZ40*2!5S#G9[*9<:=JL*(\QT/I:9IW8>. M=MDVH1I,UJK/]J8"=2$^D&9@M@2]CO1M5C>"_T38.7?>ZA4-ROUB;5N386%G MI*+KK,PMJ*;DWKL;J5Q3#XIEH.P]ND)0_/*W-ITSM"%%=E%M&^H:C'P_=-_6 MLC*BFJ'S,$!,Y$85YI6Q!>'VN$XWB+CT:Z)U /1/3$WT*/_]\C^8/)_U2ZA7 M(J"SVCPI1I6;146V+";]?*]+T,H>;<>AF<'/[2=BL-/ZYA MLQ&0.7:=$&,J&I<6)&X,II6L!]:NI7(9\R#('0(;J5Q3"]MR-LL2*HWATN>R MHH:1!;Q6144U#7S,?293O=(D%I;8I*QJV?3(%Z$$.N%R+Y9.&G=JV'.4(NM\ M6N TRHBJZ/LWKTZEY2Y_1DF?AIPYU^I1&/:[)Y1T&J=2&*Q;P%]@)!1^3K^A MF_.]<"N:67"#[N\+JN<,'^0]SF%]W.2+,D_[CTLFT,!7MT5HP5*9AYLFFL%0 M[CM(!2F#U4'N3-UX==",'/$U5\@MSW.D%JG1Y,OJ!8>%L>6'1&&#@WS42]OT MTF#RJE8O^2U9L0R$U8^_N3!([K!-+$P4)$760$QB;83BUQ*(QPT.ASG^%@N) MN.BR/*A4H_S8"^<]"NSS91XOG MX?)_;3J5N/"D7PE#9\!Y6 >5&V(MV.>6# MFIH?2P$H]KC' ,\JDV(2^B7ML?]1\.!J'4W,'5+IO63?E-"<+.(GSYY*GVTF M$N<^QTO^'=W#O11IHJQ&]"0.;Y]5!-4AD2(H&]N( M_>Y9H]RVF;7@OFNM*KHYYT$0OX'M66$I%IALO$A@8Z-1Q+)Z]S;^:L,'UE$8&;$&$84I; !"X+F$\^S[GC+6YL!O-.L6F]JAT"';GLO:ZS M&S^X(38I<^!;(R"V0LPF\%STB3L0Z+B_(7&KB.5$ZK01/:GKC8OI,0*X08_03;^F2F=F\=ME(K4,N"[&WN3;? M&:D3V$5-+KVE-IUL79XEKD%T.\T^F/0:8BVMR9<+> MUO9I[Q. 'MFG/YX&&0PLP1[[6?%;"Z<>)S53K9B3B'<\[5;>!/:"&G:A9=NW MW3CO\<_W0E->_)? 0V&?Z#XJ_B\QP?%B3'","8XQP3$F.,8C>R>0IR,3M9N# M?PC&&+IH>WQ =NA1]S2S\[PF$UJ$/ ]I*WJ#A3W@ M+BJ<,+459'F?O7G]EO]\('CVKYOQX:-GGPR3"G>_D"?)B[-00)0#X-[=&3 ( M)N]25\B,DQNG6ZH"43O0W8AB"LQHXJN;6^8<>@[&;/O#SB6Z@-%U5C6MMJAR M>ZE)%?Q63J-96R2N!6C:LE]+L3$,_L+>R5/^,WA7XMI3#;5\=+0GXKG2X$<8 M^L9&&@Q>MF;O6*#>;7MAVO(R^2L:MP4U>P8,[O ;QU,0S=&P8VP3>L"KVN M_:X#*KW.:LHEJR3!&*NE98I.O-M?:3*H/IG#Y2UU@GPV:WUS3.>;NX,\\ M_0*IX:TU:3E&ZX9+"%5QA5=.J_(*WQE3,TX.;?KT^OA WH('C?=ARUEN31%RV7 *+-=3$AG^[(7,V&[S M'FARE-?[T=.C_S0:I .FMX/BE$^]PK2P)(H[N(5MX/K17MBIO3"8,H_07EB M4(6F 1X5><[\X=2-P4?#$0Y7/Z\O#GX MJ:1\\A:2\$V"\'Y64F[:3GH*@2H9J6E]FTBPB>( >&#,?8!)6V0,7.-DN=R$ M6,8%GX*_FQP;7O&^%!E99P3QR)BDG)I[XBF#MT&UR:$&JD*R(1!#(9>7TG?S M,$(.)1ACF:4$ T#\2]E.X;#LG27Q^_"!IKA\8R(,;3KQZ9KIHW!<0T2M34B; M_I?WI?T2_I>I!F52. H8X;"@ M< ;'"#:X ,;62+L7OL%4?@3"=XE=89OHU[*Z0CEYI589U0X1CC ,QD^QDQ^C M_GU*M4JJ%7*PYXQMN:KT02*BMUJL:V)>=39OBB18V901SY;_\O#I$3P#[C(Z M.AO",QAX?D=X;C>U%?HI4KS!G0UU3/Y +O4Z<.="ZEABP:,3S]^J\7O8Q%C2 MD2V9"<@/_")EX+)=PH=I>@!B8__&7C$U=8Z).:(WPU!HT/LEFJNLZ'36P5XY M.1(+I2D^"GPK>7JRT K ]ZRK9B>FSIDUD%($*9SN8JEZ8V$ ;'W M [X_;+YT1O'>JIPA_7=0F1>#;U:#_8,H8LFP!E,31Q9!XCZJ*3"!73^Y=8JT MBXZ#6B:$/]=27A&;P*#M8^20T"ZZ;4J-C)LIY!?J-C9Q.M!%"$9635WBR]OZ MJ!D"JOE%XBA;@A]%9(_8-D@PQC8"""/0U[16(/,ST_^:,*,M=;SF? A.-Z?. M>0 A,-3TQ?80UQ2/3$U-*#K-* SN,UL*P1'5S28OG.5'/Z$5VBLB=K8GO$@#J]T[WI9V-LAN%EZ=N$XPL M4%4I_F:AI/,G.-I*\E(\5R#54\Z[*I,Y36,*/*AJ'8=M';W0-'H3JQ!VCCDA MGW#^+9=Y[7VWCU^9PKQ.UV<,@F!_DX0:1W%,GB>!.P/9V$7O;"!3?@4&%\=0 M+$(*7J1:*@[0>0QA\.\M=;5_>63AL9U*@ZD_Z9Y*6/G55AL,^"0$2\JLP+=4 M10U2*>JBTECY)7WI*9Y4Z1F(%DH;_HPEE'_J-V.+(]BJV'?7ECYXMZ5:2'.0 M<=8!U*FI9K*ZSW]"!YMN+J96;VC?WPI%%,@_EY*R:MFW2E+!QZG[JIS%+G^' M=76VK1;3>\^(%VA+\HYT;&8*>;V23U_M,O:"H]LN6WO)>I%"E '1+VEN+DJQ MA;X:)T#8=CDQU5<<#[HA[!DESQD]FYVJ@<$4D81J(,CUW9F,0:O)F8QF(]-) MYEN58GV%UB/LFFN]9O/,LR3=WC9G'Z<<4;+)$H&#JBGGVAI$),L&54%VCE?D M9>P0WN.^]4$A?KKU?A?C6X9MRC80(Y18Y3X>.K5]8+JXC_=,D(];<9=;\>DP M@;*=Z$+G6"8K+.R7O(73.$*&>+]5D2(FS6A/W_I'YBM5+R2"$=NC2 GIICDE M.VR<';;7.-KA1)(\@1$A[7B^(?L6K_KJ7W".MO7NA@9;96\:+H'/$N&MPQV0 MN9C6P_M='(#H8^=Y22\A@QFI[>+U<>QV5E#8>!.5)ZUCWNG&N6QD:X4])D53 M(L*K2IWI\V?9BV?]Z[E MV2TU"HM^W*U X9J)HOC( Z$[?H/KD"4/F)_NVIWQ$N]RMD1U[A^2<*\D^"JD M%A0$4"[@.F:P_<>"82'JXQ[ #AUUJM1S$Z3LZN;MT MQ:=_OPZ.O_W MNU<_GEZ<1;]\'YU>7)Q=7CS/;G4C)F(^V9II &?F^(R6Z[AQ7FXZ49L@F+LK@O3G+71:HU91$XG4'8- MYM A6?P*3=OECXU!MM_XIBOC/'*?+,KZ,9VDK8)VE:DF)"IE7_@3P7YXG+8$ MQ2AO-JA4[V&X8&H *AH0J(5I^QE'7K.33A0V ,H0%FP_VMLLG!$-Q[\Q1ED7 M%3!#4 ,9RSF22UIB2BYG>YOI(AS*N?POLG M"\,(,(D8/BQZI MI'4_WN2YE7R(MQNZE4;['V=5)N]GW.W$<6X$WZ1OD2J\SJ5R/96"3UC!S94% M)2:%1U-M:H^L[I+-SW5:PA\LU/X=#788P2UMBC8VOPSZ_T4=XIC>2JB/GH': MZH7W3ZIM-HMSN,O5C6E3F=P+%4^;E(NOJET<];S*$BWT'[TU9UM6FU8:A(&R M^E3S5F>W#='5)M05^MG1?]JDD\*]G5!\M;.ZPM.#G .'T6E$U>=,LL"-5GN' M9,K:>-__3PLB/'D6,SLTF!\,_['T"WC9,/.5EKAYQ^?$5_\ZI/P= K,(IPHZ M(JLW%40'U4[Z0M0REAU2G3C>%,^3*ZU76Y2)-;/8HW*DXUN5QD!(OW9H10S' MBR8KXOOLUIFEN!4O#;K[W "ESP4H#=L:J47H!\K]P,+!-Y#51FD8DWBC_U_7 M+-9%NT2W(H2/'Q\^W<>MGS4"'&(\,OHG'F*G2SJ!4, 5 Q6-10(JM:V*#*'0 M:,S;Q_.CPZ*F- M>CQJ=3 <9@=Q*II[]K]7_]'=YX9Q;\.([_BVUI*W=PI=W#M=[IB\CQO"(M?E MK,&=V]GZ)?M"%.*@ZA(XD[ ==8I]+RC /^8JIHYDHH944<1^Y&$!L#C05AD M@%>^,PS M1KP[J@_ZMC]C:AC_^\*-R3Z3G""IJ6]GBX3ATDNP&I)]M2$U48P MC)F'IAD1#QB9GCPD2CZ!UM]GZ M]O#/Y=@?)3!@AS(S''H1X[)H\B[:T%?QLF"]EW %+67\3*"URV1N#H78/G*A&KOFS!B'_?Z6WC/_AEDQVF62;S&Z/63P\F)K6'P'V9>9\OOZ#S@S *= M@]>VG=B:#[O^4=C)]&?0XWVE5XP?G+W^Q EK?]!XY1TO:LKFQ$ZPJX[W) FQ MU?Y+O2E5 Z$;>="-!J3OCK?!*_K2+QN)6 >VN M=P?("JS=K3==.*Z SOSAQ MQL0$)",F9MLX4:4,S7R.A?^-=C*WPJ$-&/D:SN$0D*^V8(J0#[8>S\MQN42V MS8"Y=#B5K_4E7WF9;?%8;TXL] (\*B*NUY*23E_'+R1')6N>E_!BX?X=DWP/5H8X% M+1RT,(6=@Q?M^:DA&$^[2LWH*CW+*4['LPK'CF7_AG\?E+.#59EK&",KQW3R.D]7X/S:]_P6S_;L)?,DK"=S3@L;PF*?:0:CZZ2:5X.DC74&,S M^;;8*4990!A?[ 2GN;LSZW#RH(/H/N-GQ'UM._Q!GVS[*C#[E-7G'G*"V)LT MY=V%N 04YU3#+V;=5(J@+C>P%HE4?5,_8)U*:U#;M+Y':W2M ]?(.FSMY6GA MS40.CN?.DF%.*1!WA;(\ MAH\#2>"J\D;:-S^NHJDS'OKIW,NF[/)I)&94GJ)HZA.BT MK]L8*@!_@Q$1#Y(C;H#_-CO_./_D9$LU@7V@HCT7:=_/'./8&/?VI_D1Q]],"U5%)[55/&6S@,TKP@ MUU1RF3'K,5.5":V-^XJ#U_ 47=<(,T9J=29&+1A M:Q5^:I>PQIDJRH#S \N7]T[VHZG)9J=P=(;3T*GAYZ3YT\) MR0!._K;&[WJ&84E:1W6MLAQ;$FN.OU*& 3_C"V_U+9U+%HS0F:\O7B^= M1+ 6^96;%Z2Q[A$C!-$M"Q@KXQ9*ZGI?+44FC)0HZF'1!.D>GX.3TXJ\A4,6 M^Z"W+]4ARZV\FX>-5HNRZ*/A]B+V4WPQFX'';A]M0X2$99LSS$7?9O5?SP82 MNC"T& -:\Y-MQW_'9'-1KSN0>CVO.FB!!Y/D<*LEM.GP^(I& Y#]L.V"UX9Y)9M^ID!NO[>>1!3^K@@&PN2O.^"W)G*'Z>W,[WI M^TYOEW'NS[$?.H33L%8&L[&[71C]$1;F_6@ ;1G7,"NN!K!Y+ :P'V<0"V9V M;[XOS9VVX4HGAR%AN7G\G,0D3LM5E\Z()3<#WV6(01&-XA?BB- M[3H#^>C9>T$/+7/(FS4E]C'9D;6I6;C#1> ?D T,7GI9>"V_NL4B/#1LU(@Q M_-I-U#;3,_;>B%<%[3^0A>6J@2D'@<) A;.$;"3P)4@B M5)W5O5'9_;R@59K?<6G-4C< MM?9/,*H^=6>) VO;NM*U=ZCC89C0&12<8?W.>9BG,D;64EUI/@;1=JC]$\QV M"N;&OZHVP?UEB^5!'G>=;FZP4Z]_]V 6I/3$)W)D\WR#86&AFHX9Y=]TH6"V MT*24F4M=?6::S;";< %&D@$?8!]XFAP;YBT[Q;FO52>2H0J84+!!?;/$Q8## MKD?P.HGFNBE^$O(7I5&[NA]7CW-I^WX%Y,9@;Y.%1.^T+%-N]4JK(O-/@=(IC.=X,H;-(8EN['F^NDV-QZ930D,^: M'J_FS^4 AINOV2*3 XC3[WO^L\V%P31N&7'H'H$SM+4QHE=G"R<1MTXW1Z0& M99\T5J%[A)!^1CITW;$!?28"ZHK_N6Z+[NM*%VU#6\(7,)-VFS=2@:6H'ES_ MWA)SMSP$/T*"72.(MD"\MWLM^LK8?YZ[Q?.8\+VP/C:F_Q);YK7*N9(2.]DW M97+%;>FS:2L%N_)JMBP(-3GS5^#N.)TA-(-\^IY$UO;4^&>BSK:7:)T'6!:* MWYAJ;00JH"X["7096;L=XTN$W;*%;!%X&U_@Z M=\712.6A7JQ1G_G12!>EH[CBK/3#M(;-?JMI\)#XYY^R%##*"?Y+]Y4SP\^ M_0A5O4H5 ]\.?/ZAY>\'D!S.MDSW/>?1A\S^X?'0YG_W^(GL>F/V'=CDSGZ) M'[P( [:C69MUWG0 ZFS_0V IPQ+U :B:!XMZKQB\-V1K6/._>U5SG>V/8(0 MC/!D!".,8(01C#""$1YQ4#P,5?^H;II%615AX5?T*[CMZ-GK(MJ;],2[*3K> MC9MM1EGX9+V;F?"1QP"VYAANM\8&WFR?JDV;Y4XP9-%%.'@YLJR>@FD/O[,, M#?V$5C9@P7YGOIQ+A!+(7PX:C CS3Y]9$8.$>2^V&@V3VU;U[(?8C MPAOP<]A>OY59@:!C2CW@])-?+=1JG($5+@V#5]I@&N1$1JXD5=S=R1@39\ZS M[/Y-S'NWK+XX+;O^4"V[X9QO5[3;"5)Z5K6SC)]O[#O]2,V\W[^UR/'QX1%U M%[F;X4;*#&"-,/=BJ .(+QV;-+DRCG**E(I1I:<$D*"MY^RD'Q38XP7%#\KE M"K,A>X,,C=D1#R(I[U5!?KNCD2#I0#S=&Z43G'4G4$-;C,"S%H=/;C7.FLIPVB@%8 M4*-.Y"_ MCN>M=]]-4\UECXN\+5.9+EX)2>6[]/N2?,H( T[VBL8H*]-LNX,U\'!7S#1DX&8>@7,/((M>[>\G1T'-F2?#MCUV[9"V;7PA%U]U[P$_V$FKCNMM/J8 ;#(_%SAPO^I<&0 MN+> H8.25>Q?6& ;4B)5TC= /(<.2[)\#X_)2*# _1/V>*J;683P7 D5XW**;]S]S9;H._F5NN_Y[L,TV'??6;MSRT@ M^=KOM>D'L\6/#Y]L]1<+K#.BEC?@R?^RQ)V7OE]EQX!>\^FVUSR[)7LE%6[$ M0T1LH2ODR%Z0DPUTF;29,?J&X.6J6MO(B" :L>,>%Y%1LSUN;2;D:Q7]!<>' MZ#5IA[71=D]NY?R"F,!UJ\;\GIOP6=B]414$(62 /X-),<\!B^>PC\1#&O@& MG??WF-'_^ACUCE9?#<(X2C Q145L7) A%,#U9I4# MB1_MTZAK[5CKM.DH> W&N;L)D^B-?JP&E M>OKVH37I30/W>^S!QS7Y>DB3O[E11*&=Y_"0STKH9\.9]Q>2W\1YQ\HWJX5( MVYQCX+'YO"9_/IS)-QKGDOHS<-310P T'&8UH3-N61%R&G(3N_-*'YA0\#GE M.#\G+;48WH(%1X-T LDSJBR=J$R2MG+QT=ZAQ7V$6H16NNNQ:4FF+[*>:-=3!1W6 M9!%C_R=%?3FJZ#HKM6#19SM-O!D6'EHQ C77 M-E\<--W=R+IT%0OM2E8NA+/9T"W$!=R;918YP'7FZ^B2=UH:"?NJ\I$> \^W M'0.B9OY< Z@ @GDP0%0L3,#AY)XI$'J^B_ $M$V6,\9OW2C"(S@F*W,JPO7F M1CX3Y1?;V,XHF*?1'F]NP167MJ>R\B&'EHB6;5M)<+?"B52(BLA MR^0HS-#$V6R']PFADGT:AWV[X$Z\>H%%J1K_R,T5$H<0I@]Q M":0#B?B&0^V%5U1N;D#&=8T@A4J[T*^@(Q0/9#B[:2AL;=;TX"7)K@V2LMD^ MQ783=GIM>;OC832%P2D^.7IQEW7RB/LX/C\\WG;*=W#'KP6 @WNE,9-(C>^" M?>EWY318Q$YK5,?MY=4-W@&="2;P ?;4\Z/#HZ?6HGJ/Q7D^*!MT;T @'! 4 MG-#3Z+M,0.F*V^<2C+*LEAC%5!AY G6V4PON[':13>&8.CV8[+Q-\2GAV6SG M#PH!4&]9STO;,H>?:.Q;&O?9.3S>[3$P0K(ZD*QG6Z=C*$,<(5DC)&N$9'U: M2%9HJSYY\GXAI\=K( T(W&7JAT^CGU0!JU]%KQPV>="'_'<[C6:G;;YV,0_L MY\X?J18+P^!.J9U0"3A(R71,[G8JW6.[?IV!AJ^E7@"_W\NP&+3-\IDEOK"F:0U"6H,4;=[_31:,"#B>;6YD/"D61@,_IM7!*XD^*R0.(?MBWBO!>C](Q7;<8- MR+>V:(DC][9V;%BI&HX2+BJKE21&R*7#=V?\R)9I]:'Z1/HI):YD;7&R*"U7 M9N%=7=:25WROYO8/2RK\W6BL*!)"5,RAJ\KRU)\5,3&%^]HG2'59=LV#AK=O M811%LNX,TN,ME<>2T/0^4X)<'KVI$\"^#@[6+5[ M7F$G7#ANG4K=W#V#-K)>[Y:&=;#$)F_./6D80,IA_WU.U6%M]DE!,[A<69L/#;22R664.\E-:T3'RD 8._F-?Z8CN(8S6?DZ.+EK MI['861B*XCH[F'P)A(E;)F&W\6^V 7<[ 2>[/;@PGNLVS&"/L3.G%YR%_WD= M9X_7"!Y0%#EYL!,,^[?XS3_3C-D $5"QE'245)KE5% MW*Y!**Z*Z@P&H2H;/<) &4&RQ;[8Z!Q6-TH09WF9( V2NHU^:ZNL3C/7@VNC M05]6FZ+BCP:QF[R?3.U"-F!"OMAWMQ!"I-XLDF5["1_ V MV)50R$,Y*FN3#YP,V2.*18\EG(J7_$'M,]]HSE1Z_W[U*O*Y_FK329('CVI; M8<^S0F-[2$SW("X5V>L)/>N#7"FU$-(&;CR<+X([\ 2;DT%Q[T? B M('*&9P=]4/ _\A+^I*/E!BG/3=6PSR;(7*7D\:**X(S(QAC&N,JG51;9<)3% M$U/R;P(KV"#4-OVE8NCOD6*M)Z0;4N>/Y\TG%:'?AB="(<%BR02+]ZB6+Q(G M^'S$"8XXP1$G..($'\MI\SB/R*OA')'&)=M^1#[&&7Z<8I$/1RR,Y73J>>J6 M]_T., 5:WCX__"A!GU2"EH.1H,D+(T'<^CO(AW?;()_=*JQN'H7EDPI+,1AA ML:?0F=$HKK = U])6=08YHJ1ZK(JKPD4068CA9B#J!K^B.A/*SW'3A3\(1(& M);FJS"451M7@^35%J>CZH@0SDKKC,+W[#R58E@0PPD;=_(B&D;4423R'IY>% MX?7*!L_K=7(X.=HI\A61"2Z4BO->M@*.YR"D\ +47L_$' X4&%MJF$XQZ(@1 M2!-Z-9?;^FWNH,:%_QUX-U)>P0]JCL;JVY6&WXXZYY/JG')X.N>RMP/CA8FM MCQ'H3RLAJ^%)R&E@O,S:W(=>F%31IGGR:*%J MHU(=@\OVDAGRAO:$BM=_=96S,J<%9*[98)+K$TC 0]D$.]YB4*/OWJG MYVTN1IG4K*W:JFY5(2E_ (LG MH[$&3MVE9Z6]D\,.3==,%)F:9!GLZX?D63Z7-:R'LX8GAUQ81BU$V?]T-:"L M>A%9(7_7U#AB&M@6J(5U+<>Z1U9V7T'K)M750Y9U,(L8]?S/1;9LU&3WL,1]^E.\?[(_@@H_F>+_?DP5 M/CPNM.BT@XGK$;FP,K4I,0(I0$+1"9L!"^[QV^^ /40'?)%XEQ?MAU[;-?*S]X*I>/KR^&1W5D$Q^P\:=E>74 DPVNL1C ZVXP^F(!+C3' M.$Y3IHP':_@5]AJ!8U1QT+8WWOC8EVZ(+#Q!+08R7:@&^:HPI.1Q5_36M0=P M,4/?/:96/Z% #9@T95.>4(X"FI\M\C.*SZ<2GP$2(MPC/UNJQ!X@/)\\F_'Q MEV^ 7 4/1A=[Q\5=.:AQRW_^M>./)0,6C/[I7<[%IQ;%D\/!+.IS,RW]V-5W M9^?OSB[.?KX\O7SSR\\7T>G/KZ-?3]^]._WY\LW91?3+]]'%V=NW9^_HB_-W M;WY^]>;\].W%P_-<#U+J@]$AG8YYJ>6+KL5/,LP$]^HJA*8SD:PQR)R/(H"W%G*P&T&W+#S%,.K MB)?>;1R'4D2MEH1P5>'".ZC6F6UM]=I0]%#KI.F=O^K2=[/3EF!B0=\BT48' M"8)P:TIGVY7WFK7*^E.Z%0:+41?"(&%Z?*F0#H/Q^Q':9EG2$O,0#G;/D@;1 MDQ_R@$)3Z^Q\?<<+<@8?'K!_=^[U TV[P6B!D\,=4BMV]#=U.__%8W%G&\U6 M2_"?/Y?1__D]FG^AT_N-.Z\/MUM'@YGV!QIP+X]Z#;@!'?Z3X2=U0V35]&I%79<<'#67-U8'5O[[14P14%BSYAOA%O[

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

5Z,O4 ,D!9UF M0:A5EC@98\YJ1VJ)&/FN:U&AO]&"E MO3&;H?"4J5)XH.1,6[B@B.)+P9^+6QR,-6;\6@;-:*&N:2'/-(_$< SXQ]A. M1*$#6ZV;7:&0TQ33GZ3M<0QV<.%&3")*HF'JV6V/EU;#HE"0EJB_K90YC\J- MJ(!1 YJ/,E\(0T9GQ_*!8=-$@V5%;T6X_Z9 8T)MDBI"PW"*KM3"$S2H' N@ M_)D,=KHRE-99S'QBV<';RF;O-0H^!<[,OL7FV'?A(T3!6$< KKUM69O>\J4H M&+525Z-FF.OE$R16L4RCN0PMI2@XVC>^K9+7["'IVBY,L[;@P[(VCFP0/]W" M7;A)[JD5-\7R%8R;4)(^51BH%GJ#0_<6:RVPH,Z/&35D&Q7I,$P&\W7A0ZN0 MJB@3MNV4?V13;[I8'\V7_?S(W^Y+BWNQ7;7R MQ]8OA/G/$A_Y55U?TWIS!+;D30P':J3$T=3%Y9;/0X[1'&R\5B ?22 ;UFM_ M$:'Q9CO*E>.!"]M(&5LP.AJ<(I[;-@=9>51&>JN,;5"%239FY@Z^&0PBEP), MN9L#::+LFX#0AS%&Z-U5)M>8]=T,$6Q8(]2'//N&%CN>DQ]CLG0=*OBJ0#I6 MNIRZ>.:K^ZS0A:N!FM@U;L7KD<2K8?6=&NYYHQ=XPYI_]XX:AA=B=3#BV)3! MCLV V,^F&A$LM\(!@[(K>N0C+5>F;I B:G4E_.3X5W[G.][S-3@YOJ=R[=IG M$-3V7*YR8,XMNI);."4+GW'ZBT+'1 CLW0Z==#BRM,6AK#-H:@[;&X$?!/IY;'>@ZUAIE3Q'J69EC@I*^ MI5"4)"XC&'QLS((%0R-2:\E**L.TU'2[A)7OVQ="ABDS",F0/&^>/X6[8UB&W'4LERD*W M\E*$Y#K8$P\CZ.:!CX=QCRI(0;T*=\!7>MQM,IO -HIF1A M]7E9*D.-NPBFFL[3MP,YO\PNB<0;:T071"',NH8^%(HXY15F+8$$>U M4S@+.I]&VLT8]+ZRUW--S\0N15K_0)P@#JS)$'4S[@(+JO"FQ22P5">F)3*J M!-#=JXY#D40W48)-V#50YC:2ZXKQT J#_N=B D7P:ZL9K<"55V6E42;20RNG M$(D,5;7@JM7=@[.PM:OH55AM2JL,>5=-=[[OGV>!0BES$I M(PW8'KV=8E-4'Y1+=&7:^-(HB,9IK_^YKS2=_%VW%8PB<&M2UJ+L-:-YQ9>; M[UBGA5HMLIZ!'4/#4K_43?5U>]7B.*-QFK&T&(DUXMR8(BT^D>L3[JZ4'U02 MTGP62%W2G,:GCAU?'25)3, /=2"X"'OKX,":4!>)H]&/4N=H[PGK/AAJXLJC MK,SIKG@@I$CNRD"X))[T-#JJI]/X*CF:LVD8(*<%]8-],]D#RX-V*6S\&ZS M'%,/H@8JIWIE:C1^A5H ;PPO,\5FL2[K*V'!+)"!&/=TQ.1%-!:F'Z\Z2\5* M-8?#9MR)9*%_O>9Z\>B696<9[V6*2R#I%[A>T3BOID6D-T#D=[4440%SCTS. MAM/9+="REF2%;[+]-!M[]V'A^I?0:Y750$L[#F4MJB%JHQ$D4FP,3'7:"*LR MDF039@06SX"ZR"12;'Y@!9E]X=+Q!9!!8P?93C]H$2STO[%B "HVP/N@&M0& M=Q.D]$;SD8(I1[G@CJ2<1]$8K?=03GT#391GY=6U'55_C)/PN9>UIGAHA7(_ M7=O.\(8/^\:4Y-T-B(RL(O!I!11Y+1VJ3S\B!W!N-2[PSL(VFF^XP:_@TQOB M*O'E?$$-6J83Q"]BWE2C=/615/]H!0^U? 3 @=AFA6SQVVVS0FU6J,T*M5FA M33$W'(>+\C,6FS8F"2;HGDK?C$OA%\5S*Y3(L4XT3E1 .2CF='WD+:( _G9 RU7:>FSLVC-B&2T?J39A0U,XUKBRP!E*R+"'D;\ L$OMB-U<6J0B:M! M!:SEYRR$:5FB6![M MI+3CS/CA!3]BT+I?W^HC_L-D.>7T)X:E&S*?=^>BI>G2Z_+10!NTZ"_+N*N2;;_WWVR M!%TI]:\.V(J;\_%B):'!B8/C1$7DZ554X%.Q;^/\&OA:F*(*[O>IY@NJ/CAP MCL)6X2XKW&8EG;O8,TUZ53?C&6I@8@%#-><9MFA6O$PBIC'Y>'-%2CRDAGQ: M)O-8[]<95E/E+(>2NT;C'EW*^AL[7>(' ^?W/&%Y9TO%D%E6\02 M2D$>OXFY+IRZKN2>NWM:#66AT+;8 P13S2B5VRB9!+0M M$!8MHC'0$DFX.KX+/(C:,V6\U+Z,4?8_&I6X5$A]S MH6% W 0BF&($79".M<5T5SX ;8DSA%)D>I9[17+0WA9)@5YH1M5-.'9NSN'J;0 I81)N12\?2A50 O;?U> M2N:%O%E*//':-D-F;Z>]-D/69LC:#%F;(=N4#!FW*BUUWW+YD1B2*KSB*]@B M@UK$QT%]$3%\Q=%GA@9"KX?,U9R"*GBFQ%FBK$4Y^,#0#/!:,MO\JOW\#-9; M8Q8&++/&Y$DX8_81FU).XF*<9&!S1QPRJF)F6;"+DJ&P2-3.T_MZG*%&\:,8B8=I<\%ZI&V4L]ZF'#ZCU. M)SB4C8+R)Q%!U?NF3K [M!0^& /9!#J);\.)3.DDYI;@$OGAJ/)V2\-#T9/O M\X TPO!0RB1P*UZ1[H,/Z*SG;-OT@^V@.?G_O5U"KZ"@GS.-0/"A\I M,&VP>?B9_^9 6?0]RLM1% 7,PU5*58G7N8LBC"!$).[%1%5L]V+0-K>'4SY*[E>V^[9C9(/*P MIM[@GKN#?,S-5^Z-R7)6E?LY:LD:/4XI>BZ08CA1A2 A1[2M9+DD11T*HI_' MY5QE24CE:LBS"FX%AD6.XNW0"W#4HPC7;)S*M MMOB7>_!\O48=W9AT(4OA:6QPJB\M&G"%S3S+LW$4A2; ;H.HUS9EZG3S*"CB M@AU15)18\9RB"%4 [7U&ES2H\H*)'H,-ZW IJN_ M9<(^K!]4*86[\"D1>(+9G5&A2_*%7]-UHLE2XK=!RH$K@J2/&< =V_W(< ]D M7AQL>G[\ZRVR/FA.)H_%OA;[E"K]1.!J& SN@88J6*@/AT*EOF(7]AV?O30* MKH"J=W3Q-:8I++)/6?$TE';Q)#2M8_DT00A@(FFP0YX3*3NT?445.-*]\D^O MI]]D9FXYE]"T(;:9N38SUV;FWBAKXL%V8[@<^.P>8!PKG23Q>*Y:HVL\^_H" MG.4>_WEANT""HT;FH47><&?5CJZ>-G]&J+1)G"0JS6,<(+R."G?D-_!G5?4C M=%]!!Y]"KTC6@\^U-CI9N2)5:5DNQB"N-!9J9BVA7QK=]2B5^,2ZOMNL3$*; M\=I\C15W9-/:S0LX)G@KXC# ]O<9 XQQ%4_N@=JX[E@%B6ILOH68ITOL8GAH M7JK*0PYS5]\56S.DR=]Y"UI7=%"D$"F>:L1GU0P98X0&@5^N:&A1"D,9L, W ME5ICE<[F1_Q5AE<\A:3A-7=4M'K2#!"">1QNBYIGL& MD)=)Y%NOZZNQ4'H^)+:3-0.#YSHOB=5QJRZD%]B^9SO5*PDE-(;2A/7R_U@^ M.T>-:FELK0 I:;U1Q*D'*[L FE$RZA2'"@5O)N:(:TU$LQ)<#;,MIC^BM3PJD60=7=,B&1-7K"@O;0F%)&71C*W GKH'D>R\F!&QY/ MD@E60"KYRZSKUQ885YEUZ00L H71N2(6#4_@>\<8J(#S:\Y>(/M] M5T@$S"JIVGLV=PDA%>'OG<-ZQ<&,QA"Y\,8;&GK=C[#&:!2QAC2-7D(!I-K MMA1HDV;*991JN\D$I3R8Q7.LRPV2Q C[;5Q$'9O3%YL,"K>[=A8P4-IQ4%P; MQ_$<=L*/,%IMC& TAH*%!6,-)Z%(B&+ZI+)RE^H3K#SL5:0$!%< E*"I8YAG MX6MVZ#0E3(N! A <^"]8:IB4M;NVY0KZ1K7KQ4S1RJ,)0657Z4R1Z58ELJHQ MM1IBP>5:+6DSO(\%3UM%WIN3W*[!YT#[!FMH!#ESA\L8CYT),IBB:6@81X() MPD,5/S6+/U:8U:"]L]LP&(X>M@\5R!A.%LV%6T@70LN/N3J)/*"><0/&Y;1!;P1$#:3 MK1O3KA%]G^7"41AC[WH4WD%)6NW!!7\B2B:/KOI7U!4VLZ/I<&-*#8]/SX;] MP2?O^&QPTJ=JPY=LZ[^O5[=B_1L'B].8(1XVJ]YMK42J\[)8/I7/3*W!RXHI M'@AUA3H/R3DO)0*MZ(LA4;#,$+$9#![_V$P5D[G4T2GX*M## 15,5X\08YKH MZ:D;M+:3U@=MTKI-6K=)ZS9I_:!3='?_\*>.T?T1_N\) ME<96T&G*4;FWM_U.X\^)E8?AW0"56)!4 Q)2&E;7Q8,1!ORJ1)YX#U8[GL:% M\LX+3P6A=/R)>HFL)'4PKUR@PLB(A3X1C-KJ36S$L=5GY^8+S*A) K.S5Y68 M.R)!3K.KBDOM.P1A=\A=AXA6#'T(2IKJ6B6*BL^JA;4;(@J.ZI:CHE@01&Q> M^U<)UZI0*862.(.FW2.GI]6_6]3O+]MKY=8D%YFWC@=^7ZEW9O$^O7A45QJH MOEO5Y"?M?_#^3&G%'ML=MUH]0]66OA_?FYOM$C6F5^HNE^C657*>-+:;H,@E;3!(UC/RI(R:F60:-JX(@E5UZJYI3 _5 M7;MFD'EG.;4%@D2.=0[2)XH@U@'83:;\Q]' MD>%.U62EIE?'Z'^K10?1[K!KP.)/8V8 B\SM$UZ4RDFO>XRE16=,U7\(L)4A M-2V%#)$(1R5+HQ0;$[!GB-IE?"Y^";BP1=D$"2)G@D.\5&=I"MT>%!Y5K9Y& M?]3U\+S1[=J89K-[;-<5=N++;UB,M/N>B+1)W%?:OYSF,-JMV/H%AE],-8Z& M'*TJP+BU?(M^4),7C[/I2"%O,OF8SL?BD H94^';!UBU*![:QK30DH(5D 976+OMXL>'#-SM*$E+ M1!#ABLD. LUUKQ2><8^-C5YXE/3RZ3][- XZ#2VSBG.H<53CO'.1._SH%A%@KN2'J] MIG9<^XY^C?/H2V,'N*02P4)Q*K&.-IO%J=BU+..Z6J&+WT?4=0P'-)ZR0P>_ M;1(CWK;(>N6W'TJ03ZS#VK+&Q2 D,76RO2J5T<5X@N 6"7Z0R6Z,L M^\;V3X[.7NBPYEFV4CECXUDU,=-50XU/:S/4FTZS!\,5O[B3SJ[X;Q[\\X*6 MZQKG&_MKTGF6+U[8O<8B5#T6[S(*IK8?K7@C$:MF=KTH\&"AUA6^G#TVIGP1 MA\SJX%^_NU]S8F"OK:I_#(/E9XO5#MKZL[;^; .51V.LC0VM/[-MUE=;9[;_ M5G='6V?6UIF]JCJSC4(J^&UCD HN>Q>?^P-B1&IF<^A&(A2\R=SP;VUNN,T- MM[GA-C>\6G^_WVWZN=V8D-1=,>Q+RC'1QR^>,'/L/ FMSF5\D;2_+ABTN"XV MBR$-#N<6ZX.H]Y&EA\->-=O1(Z%LCECN4JFA!,BGY;P$]P/#YN"FD*,@F-6& M=T-E5PZ/VG5=7M=&!;%H76GE? R04FVF!90^">*DS!F=5&BK'(9=-Z+IJVCF MPM<1)/*-C4/H,M=)MD4@M$UCI&9/J:$3MGQPW3G"X=68F67@,_PHAM_1CQ&- M>VM_I^.%<.19.207$$L)M""O&ZI3%7CE2=%USES:(_!._&!XG)X8PQ&#;T;5 M)(7.9-GOT^Z2^EW2J&"6UGXB$\^_4PR6V+/L#?.N:S:(19S@[!$IP"*"*&8- M*&*".*Y)ZV8I879.,<:E8\^F3\%^5Q7C/93N!-J ]?E:S,>T._*1=V2C^B)I M1T:QY.HL @]WE]H6IV(>,_V&J15@U7E&)BIC1CT,4Y)TXVZ7[4([A;PH2;^. MHQA\4%-5^:#N!4-$4<3?E^_NDF1[6QA/,)2E> 4^96_G][-R7L0A7T8?[?[> M\4T5HVX"8IZ/(HJ^T3;/C,TNR@-G"$/'Z3R>)QPZ-I?8_!RT:=2>)/E0$ZY4 M826]B@D@G'I0?5A?&4^#'.1$-::)@JW\EJ=T*\;*5BH2J1EX!Z=0EORN*RWM M+!#"EH)FX%TKU&VR8+9J+E;DONK<',7]T:J3)772J Y16YVL4"6!=QK<$A%$ M&F!2Q5.YMM1AI)?Q$Q32YPVG86;+(F#X5F!Y=F36?1'*V1O\H\+L+XE=-T]ME0 M8[)3G'H3I%FK+_TEBTHJ7+;"J!CGL,1,WZY3>MBV.P?U2(]S>6([HKS)5J+Z MEVJ3KP'UEU)CP4&_9Q+FT313\Z.!C7'/[XH&JI*LB=>W>OP$8%-2-$D3B4*)D1WAN() MN6%0#\S @K/]50QD7&74[6G.#3[J\FB*M5[8I52RH;A\-!9E?H.A!@KEV2DJ$S^8E*G0/15$;9I$ 7.8FJ-V(C%_9%N#$?GT0JG0K>(C MJG$[-P#K<'S:D;]E(T.[Y=4!/PY%RBOBVGFW,15LO<_GIV=_?NX-+KW/WIFN3W&^93G;VKWI+,D6$7*JFD"J[KG5->@ZX$/) M"&ZB[YHF^BTKS/K$[TYW_"^DCXS'SFR\JUV,/V+JO^]AK/9%6ZA5Q-F30R"; M(%MK1-.OR*_ MH\U$*TNGJUI70_Y8CM%H@1,>W.&B[HEU00#<@-MM81G%G7LI:\EIOZN65'8 M7_YA,^_"SKN07"'(@&5C+'77.<'%BN'?-S5U!0^3(X7X+;K*-_8.4 MY4%.2"&C+"V+J) ^T>DT+@JAEB@B[)!#;3H+%KZ^UTTPEMJ3(AY_\\ INXD, M5_HH2L''DX2T4F%VM%("HO/%C'X%/A3E:5E[EZE5SX6]1>+,48E'7@T#VQ3 M8\MFRQR;H?:G6KGZ5J7A:AQ4?-(T!4&VJA/[2&7/?[S.DM"T"E\'^910B8*K M &$_K,5#7&+JU"IU9%CX7G%92<,C>W=FYE&[J#2[BAQ6;D/[N2(,U3F[:R;H MH7?.9/1#:J(Y734;Y4"_WQ@'NC\XZ7T>]"__;$8(Y,76JV'.;$4E]%E[S1?; MMG'AUKKY'O9USB4PQZH_P>*@J@+4^DZKN:I*])4>C7-U%I&MHUUA'YT.KEI" MB*,XC.4L G,5;.J\0%@)!"S(+(PL";?^./@Q^8)V9OFU0^:)C80@1K Q"OU%E$1]<8SGX2CKABF@^3R*# M\?17&5[I0PYG<"''F]V?SJF\0GZB!H2ODXUC!<6<1P(Z']IY^V .,Y)&"XTL M-$'7=TNL;K<.^228XIFO/6KV"0D77TX?ZI>0BK2H4M;H5IE:_.(+S5]NI.CO M?SMX]SMU8.M3['$@,>!\6*;D^J7A=^'^T !V-VDS,5NY#2?$Y@K[B+>JV8S_[S\W/O M- LXH*8LB%[_Y)0_M=JU;G2WB+8*$$?8FH5++)C%N.ME\#URC0]C+^#_R!J_ M \S+=+=)M-94>[%EKK+ME G'8O(XH_@RK3R"RVSMON]X4Y".ZVIGC@M89J6G MCMEZ.:>;*1.2YT"U OC@!-RBC>N;I@#G9[S4*A8EE6^KN4RI]RD/RM"$E;F3 M8>NW'3U\A0,SFR6@Q?CL 9-J+D4!"O"ID!0(#@\KK9,LO5)NB0%DENJ^>XY> MK=S^]I&W10O+119'V[OOZ /$N@/U4G0JZ[(TT=6%LEZSTK4!SD'L;K [W]R- M'M8T82A'3@#W5I86,_1N[2*:9K4I@O^YJWBG_Z CA=616.B@)0PXD4(+[/Q& MU+UYX3B35U<(.PCO3Z>EKLNHWA0+*:.P\"YO83"+7S_B;R^OL[+ M3M!"P5, MVZW_V"-8\@YHPKG@G%/$4DKO8[L:E4=U#6,A+YC(G .$_!9_#I^'VT-V+1:F MX!J@OYGPXK-/RKK+8)Z'-!AMAG.&;0U"W^NK"7C?M&B]ZU&; $==8&4I+LP[ ML#:HLC::(G+3O*B&]S)AC>' MNHG*&8^*Z%]EE,YKS;0M!#E.%NH[T#)X)1Y)/V^]=2S#U=VEEBV&,WM?6\PV M\-@BA'O)9S7=#G!!57Z3#)>0-K CJZ',UW:T]*6\9[J76&/.>.BO.3RV/#Y M.#ZA<"G4I=/@>SPMIVK;S3#2-Y?IW@&[?QJ: <;_@% M/0=A@TJG$)ZU3*E8] T*NJB&1QYNC3Z9VX\ M:WKN\&AC?^\/CWNEI=] [^S)\0V;N4=.RA=TDR<;:?7-US'93*7\4RY+W MHM,)!RY91!R08=/*S*;R(;,*); &>*C1Z?A]C>F!_J!8V3K*1G[J7 R$3HHP&>J"HGEJ5R39V,U(=0@G&7]X=,"Q1G"W(L5M.6>DCPY&_2BF M18_+^>:^5VC:2QWAYV$4[ /KS-_*9^O?U?J0&'^A/@CC%A-!!%/G5FP!(8YF&!!'L)K) MPL*34:%0O"Q*KR+E[J] "9)^E[P37):"13*V$6HD>TOS M$FI>(QR"0GP*9IC.#A(#F[PE#+&40E3?.K_#G"_NWU] M(&*G*18V/?W8[%*F*E&\ MA1R.-'=8?>*K7HQUCS#3RJ*+]\2D&H^.EM4MK7R !*C5YG(%Y:V[R%N!G43+ MB,VZ3$4WYM%-#/M9-?60!&./Y0/'<=_\L]:;$@%]M[.]@VKDURG=CH'=9O@<$6"AFO: 7:FWDJF?3.9U;N2P4 M2LZMV?S9BHJ7/*;@Y.+_LX<4AVDXT9Y;[$H:HSJ/PQZ@P7H5D]R>XL*JJ(UNB_*U/P&6P?T,$R%V]G&KJ7EP.N&#H) MX Q+O=-@"IM]=8#U =NG*7-RM+_C??7>/8GV?[=]=Y@0U?]2/@$#H+\>;.\M MAXU'8)9R*&-^_:*9F>X-> +#,@9=WGU-\G 2I52Y?7SFO=_9VSEXNJ/B9=Y; MW,UQ-D-GZ*$:X2(;Q2D<]M[_ 5V81 UYI\?7=Z#RYV/P_I.5*F^SWW1WY_#0 M^QH4UR#!SF]'.[L//[TWRM#3O4NK M[;M5__[CT] ;9N7\&LQK#'N=GAXW_ZT?2U#&W-CDX23\<79ZTA]\&JZ?@K=8 M%'"PTQ8%M$4!;5% 6Q2PVA3>W7F_9-2OE*!GTPK:LKO(QM\6WO ZB*(TN,/: M>?%A/];IMK>W_][KEB,L3[_(@KNLO%?SWD,PX4<+[S*[3;'AQ_<^][V#]_N[ MRPP&]W?4[IJDE,7$N^=[[.Q-FD?3T,DF#JX8MM\.L<'NYX M7Z-B[GV.\AR36<,YF"]S%6@!W;S!+_&>&H6 M5C[GE%],J9PHZ: MPWG'>3PNT<+5.L5VLLLZNJ41UG+@9:J1*Z02NSE!BM84-\Z)-O/6 ''-):.F M\A2^KI&PX DP)X[E]$G,^*=TAQD#@26O&>GV:/NW9LG$4*/VJ9861.NC)A%' M.@A?7Y68*OQ527C M%. ?$>%!)DOV+):(Y(B>@/3<18F5&0BY(D4^\";CE?UICNJ1>L;H>S0NI?Q[ M?IMI&O&QM89V[3RHDL)FQ<2"CF!9;&8V\:!82GK0 VNAEGFSK%RUI(46*Y$L1I0**ZOW MMLZ&HV8)P=< 581H4 )B*#3 #'[C&BE2+:DIU]SJ>)"5FP CPEF* $(3MTPR M<"3$J\*@S9%VJ9(VQ3I&TJ1-NFH; S&#A^5V ,KB'P"E,+G0Y;:('W*>H\+!DZ! MCP4%<:1 [O9V?_?5A[%&HT16,3P6Y8N"PT3V-V!I81T185!.G;;"%4@ CN[$$4 ^T(1C50B*NI7>:2O3.'& M8?2ODN!W\?$+I(C$7E!%QWP39RS=RL5A 9]JGV B@*&,>\DL5R:B9(24<>4HNJ^=R=@;8X$;VA6:9=?E9R(5;,7L2:*KIL*;.)QU?QX%DHSG3 M>?]%5-LWI);B:,(==.!0!H2)8!"?$?@8EITB[&I$OMM;;6Y;**%U&%XFOC5R M1KBUR>%17J[9"HD^K>]P4% FSC6(7[%@:J9$&'>Z*N-M'.QT/K((H M#8.&[PUF$"2RHY G42 CBT:#B M2U;3'A:,1N&$K^IC4SBS/"S3$TGN,6\4 Y!=,S]4$;JT_&_,K6Y,VZ_H>L*) M9L9 5"UW!V9$ZRKZ81A:CM(9FN>/5BJF!@Y>AL M_>P.P0VJ$K]JI',8\GR).$0R%OW<.K@'9'_@V?2I8D&#&_@6/T$D5%!O;+LT MIHN8M\M'(7)P^20J]M!RN,DQC21UQ+\72PDV$A:H4*>P_HXC[JKUGOO(,5$$ M%O9A(MM\*VJIPV"PH-1.(HBP4/JG?2_,?)66\VWM0K^5=#&?1((2 M0^B<899&^G>A\\/0_B5]EP@IBAH!8N58Y.8$5/QKS>X:*!]&0()(8,\ @*A[SF-;M@+D# TX@&/ MDX@95_"BTSA"C#Q>=-",*;K:4I=#WST'%HX;&:8=TB1%T)@:,U8$QU*\!-+&U5-G" MJ^ZO]6KD0A<5[U+"!/=XD/B>_&Z(:"(O?._7=$T->Z*Y.$BCBQ& "CFG!>M8 M*OX1XY]K/A=2S-1FW.R,VUZ;<6LS;FW&KC?PI$V Q,S= Y:*WP/-V7=.SN'_X4.=+^"/_WA,*Q%72:(AM[>]OO2#;TXBF ;$S"2E$W/#Q!N, D MTCQ?"LR]6M=_GB,;\WPA1'=L"YO^.>&,4<[($/1H&,)MF>U6/";/#(911KFU MCG6,_? 5MU$/4U0W:4\S)' M8D\8&);8#IY_Z;VGS]>]$#*/53);MRV*1\0=4 T%HA?7[OT+X]#+,@XR#TT% MB>[,22!W.MY(,9&39#J4DUHV5:[*K*)O2[H1"_DAKPTI<>+Q%2H&+1_UDB%% M %A(,)_G\:ADCT?N"9KA5Z6K*XSCU>W\BC7XJ$D:?&>/\[66$' 0,Y+]2^1: M>K\JQONT2B O1JK/9BM;H'CV)S8_5VYI#Q(W6FL,6>9*'@J5<>U@EE-2*_CU M*AY5[C\,.*URGU%$R[(IO-MXQ6L6O'&3!.^=IJ>^O]@M93Y8 K*TPJ#[!,(H M04D"9:X?Q99NX]=5:NI[JW9)T2UT'+EMI?,?6V&3I)/5XJ5S^H'U108E&:F^ MAM.V/J+H.O<"R5IN43U'4' #$R\B^<:3F(O>B!J]L\K850SBKFELF,,5P]$E MR?,$#!?7;B;1<7_L/^1DQGM7+62KCDM37? ;6EE(#F-[:3D=<1L562:&ZTD_ MC'9!5LRK3R^TP;)D8L)=J(!M3-0/-[(7B8Z\YH%U]T"N$RDX8I/&3IFY7L@6 M!S6P-B%(Q]=8'2C3R-]S\ -KB\[FDTU^+ =[)N /(1 MEF-50H J8P8/I]1F/,443%BIU&@3#7:B83DTVK0AMHF&-M'0)AI>/-%P+POI MA50$P\=A""FP01E448F4N4B%#!YXR@SIL$6['-ERC!D[.%5CI.T[LL M@L"[7LQP]"3@WEANJ0KO@N_TT 45LL@3',-:%Q0ZGZIR/W(:PCK3PK)C5A@! M@VR.-]?X(VZ1\G*#A4P,)FWR(%_X2]$ZJ=ZUZXNHI(A;Y! M,NXRL"K08$)G4AN!QE \Q4F0&'Z<6XA 9,_:72^UZ%HN/^*[U^P;14WRC2I! M?[3@G?B1$8-)F20+KCY/0U.H1)2DE7*\J- E=:IKA4@WR=SGC()R%R3"OBZ5 M8&T$$U3GG6 7Z1EJ.C#$9TDDT:0 ?73N#$.9HRSM6.#A\%;X9-!O<>&6Y;'[ M9^ ";8[9VC)$L-YA0*!(:L>_FA&W&HUG/["F=IO2UO"JQU\QKP*YH9Y4 S M>EZ.)"$] FMJDY%>-0,/TA@_#Z_WHA['W_]VM/O[$RL1NN-_Q7!RQ>-[#&E( MJ)G84G:._& ?F?CK)=,L,$G[JW/';]*77DVLTY0AMKYTZTN_45\:A3H.__N7 M^-UOP5XX>K=[=!3L'8S#X&@GV(=/#@/XS]%A-/GGP2_/[7_?RS=_"#K1P?;! MWDNIW9<^XW=;3=AJPE83/H8F?/<8FO#PD4&&G$C#ZD##D]M2_8'WM7\YZ V' MWM<_>A>]LX]^#5@(9[*I!3"4$-D*S2-59!KJ,] N%\=I[]S[./ M]5V]^]0[/>U=..6N39JRI_[W\[QS_=0;6?CPY<\&K(%7^>:\C$8GCV MY?*/C_W>Z0E1^#VUQ'RZ./OZJ3?H770O^V<#[W/_^(_^I^[@I03XL?Y]?'9Q M?E\ _;W=:FOO"QXV5:G]4=']T>^>^WT_+)@"J9F5SJ];CS_.V24KV"Y@W0*^ M\.X2_>'P!OK>YPCKP9YZ"OC1)T&>1ZEBHO:]X]Y9D^:F"6?5\J2M_W:C3)H& MSO&]]VR3K(5ZF[L_''X14[O6<+B_+?'<(S^_Z ^.^^?=T^'ZWD2W)N']3C,M MM8H5S=;G4_RSX=;>/^O_>>J=W9HHS351'-N$9+P)9\'/&#)/X99MP";^9T.& M=YFE"Z^;)%G1L)UUKXS>[L%3I?.>/5.UO[U'^8TV4]5FJAXM4[6[\^Q)^Q_9 MQ@2H\J19>?WY]L[2=Y4M/$K@C%W:L-E,[KT/VVU__X6TA/4"K9IHU<0J-7&7 M<$^#[[_RLN_M;>^"-/^.VUT^V>5/EC? +_>]_?J]<_"?O]0IM0>KMOUFUB/] M7!V0/:XGLFO6OH#\>Y2%"_C/]7R:_./_ U!+ P04 " "L40Q3"OE2Q!*N M !81P4 '@ &5X:&EB:70Q,#9?:&=S:&%Z96QP87)K;&QC+FAT;>R]:W/; MQI8%^OW^"DS.F3-2%:2(DI_)F5.EV'+B&2=16_0%"2'=N$;,S49"P2!!K=NW?OQ]IK__,_7O[ZXO+_/3^+%LTRC\Y_^^'- MZQ?1-P???OO[R8MOOWUY^3+ZZ?+G-]&CPZ-)=%FIHLZ:K"Q4_NVW9[]\$WVS M:)K5=]]^>WU]?7A]95>*OV^R)M?_,O?YY[?\]S^_I8?\OO_NLR6^HZ^D5?1V_+I2K^ M*ZYA@0YJ764SOK#._M3?37#L].>UO S<)\\*;5YN_7-Y_/?I?[H^V M;K+9^GOZ*"M2>-?O3IZLFD_^NH]Z7_?RI]<76]\UVFL6.OK'WYX='Q]]?SJO MM,8=@7]/GGZ_'V5UM%2ICE211K1DL-NRHBDC54?E+,+?'C]M%E&JUOCW_[3Y M.N;]YM_W;#;329-=Z>@E[%?Z< (WGZ[IOFI9PN[]L2JO?]2%KA3JB.CG+%ED MJTE$"GY1RV9X\X8=VK2MSX[A[,WN/%SCE*BWID^X] M7M=UZ]_DIQ\OHI_4GQHTFZK>16_>O,!;V('EV3)#Y9-G:IKE6;.&@2U7JEC; M&U[H//=O>%G"EZ=Y7M;V$OS(7?!B465U4ZX6NHK^-ZO6ZEWYI[+7>M^ZG^ $ MOBV3=^OH8J&T+MSE]*F=ZSVMD@4N$3XQ?)*[!U<]!74+59Q6J(].45?7=8NCBJZS9E&V#8^!;7LT2>TCRQ4Z!'P;&;-JHN-'1X^>@G?Q[Q96 M%]R+MRFX"L[NCZ.?7T>/GAV=' 4NS0]R4VO>WD^Z)L]ZI>N;+TY,?QB.F#[& M2;B$I?NA(P@HKPL4I5599$E-'LU<53!WOJ3>=]PPHX6 M\L7 %O*BG?X!+F?4E+2YP2-*FUXB$Z".;#PCCBA @"KJ.LMS7%[X M_:JMDH6J-7O13HMYE]3P81PENFI45IB(AZIKW=1Q1-%%?OBJ0IEJ,FW#(D;8 M>OS>WQQ=_G3V]NS5KV_/XF@&:GY>EBG-XY7*6S7-,OJ=C;+DDP7"<6=KA=9LH@P.+2 5BAV,&P_\5;%?:3VVU*FO=JVR=8@9%B1N\6413#;LMJA]!U+5+K?#4_33;\8')Y&0P0CG!63#)@00L9#3"7\ ]*I4TQO:E MM:L_S9@G]Q/*7>X(%&BR!$#N,8W(UD1&R9*Z@7_0WY@R@0O%.$C,%.(';'B M/5$V&(YO%HK]EK,;=&S\"3^,:/NIJS)+59%H_'5:ME-X].;JR%YC]P@S.&L^ M^W"+UN CU>@)@8MTD2QTVL*1>WQXO)?LDQ<5M<5*9> HJ1R?4Z.?]"(O,&.5%@5&<@8R"7-#]K)]^N#YT0$F$67T__?[Z;D9:21^?)A%C& C[&7RX^Z3 MX#GXL8:-)V^%]X:K\/ JC2C#6?/\>[$=MTV7<0N,78D[J*;=7-<@CO@OE^N* MZ,"&0P^,31RBW6_CINENFI-A;AKP*O+,Y:AYE\2L$T'^5^)YHC+%/[)9!KOA M'+0W2 K*/'S>P$CCB-*M\D4*BCEI\C6*+*98Y2\Z!$IR-6/[!T>GX$(6);[8 M_Z'9>_(#'AIMX[X!T1=<\%TIS]%E[*H_,3P/(]#[9G M9#;_S.J&]FH)[C-L'G3K^F&T;)IR^=V1^XF:UF7>-MM_LLV/V[7W=S^SZ!3C%-&Y1#F<@?[> ]^&4FK( M5;?36X$0'" D0*UJ_9WYQ_=I5J]RM?XN*VB(]*/OEZJ:9\6!K,EC>)\KC)\D M*I1\>'SQ\]PQ5J8#1-:AXLBW=(B_=MDVY^]_S9X?.C[5\?'4[L M=]_2O?G^\ ;U2A7__RBC/ZG^_E[8V,'3Z%5XI NL"( M,@LMEY#6N>T",B9OO:(I5_W?BV;[[GAU$TW"(P ?VYUC'JV/1_MH(OKL3@E] M#'-^?/SD^-'DY/C@ZN3^F1NW3M^2+(7@./[OHG+GXEP?3"NMWAVH&8CT=RJ_ M5NLZW.+MC)+#K'AY/1VNVN MZ^-!KNL+52]"=Q!7-H%/8_HO>G;9E:#%/5?'.?0FRU#!6?-_H(?;!P%S4>&LC<2I)X#BD M. @9P3^>GI['48X)/G0J\L0@:?#% $3PKKGH?STHQS*GSW;]*4(T;,A"Q&6#L !$\H2 M*I2/'!X^CA\=/XF?/GO\4?>,/0';_+&GC_Y*]L MH5UF'E^4J1[2-,FD3#[3I.P4F=S__B[*_1K#IYA->JNO=-&"D06+A>IF\OS9 MDQB/:06^4:K3]X47?@ 6[(%M_D0>#LBJ,_VG3.()IS='7) MH:OTO,TY&RG@&SE@X981IST8KI M(GT#WFE;D6RN**17X\<":%SC;7^&]Z@RS&_"->$TO"C!_:Z*KAOK7M,.'60^ M!=<] R.!TC1@IB99+>]$\X"/1Y@EOPP!@>SQOT('6! /,@<-%G_S:X*A4:FY MQHFLX6UP\N>V^C/F<,*JK!KY>P%3P%FW%(>335O^'&2GG:FD@=F(<0(23%/A M92UB1+,EWB*F"279!9,8Z]T3BS]* MI4R=?T;KK5.SW+,2'EG:9#9''S*0J6N\-RUV468U1G[SO&4 @%P(5W(JPUU: MEUE.D5G8687RK[[:%PQFK@DQVRRH]A[]#/L90E.2)$OY#>1C+A?>D$S\X+JL MWJURE6@; T8()SNK[R=S>IE11K&F)4W RIMCF#DK_F '"/Y=K[(\A_^OZT2M M-,EXVBY7^.M[/4XF N<^X2MXD]QM(T89+!76U7HS MK%-S7U@-W-5M@343<"><''@&)8,.FO( \:STQU(&GJIA3"(V034X2* .-CH1Y#CQ(]F;4 MJ.(=W V1*UQ'6@.LH* 3VH*-RKQ#K@J\(X(PD?T405"Q'$S%@]\>9*X1*\: ME>3F61QXN]G?U''X9GJYRLNUUOZ=1-4=_N-ODR='WT>G-6YR>*%I>:4=@-'X M&R++H<:W*$;!+GI@1Q"&%V=O7[PY'4/A&Z?[8-"-X>G^^N6;Z U:9%484D/4 MQ,42U]N6CYQZ!QD=;$5T.C=0=!2(WPXO#J,?09*JXG;TSQ"P#)];!([OD^/; MZ0A'W,2(FQAQ$X/%37Q9Q^%@T,,]QV&I.G!A!;XLG'9^%I(22.55EAY,GD=G M8-65RRR)7A=_M-4Z>IG5JD;G F\5"Z:1?P'6J0(;M87C-$OCZ"WX4GK&!J:] MRP5GE]?1*9BX?O7MB].W9Q?XZ7N6WWY-@C48A&TH6&*+1S^ QS#+X)C-NT)& M$02YW)CN8*\7%"R8RL]6WL_V^I->)WO'A" X>_OZXI2HDC9O>ZWS&:8$WNNV MD\YM4\ZKDU]Q#?(*SA '-= !S%'P+1"A'^F+KVV# M"<;;S0KP GWD*"-29&/!+T=]/_HB>9]T!_6*TWR")>X%T6'6.-O\2[>Q;!? MI6S?OP,XNQ6G=;SQ3,L"7*8ZEC1/N3*.-OWI:FM7"] 4Y9(_-U^KU0I>,;.! M$9X\<)Z6G*HNT(["*)'_3(I+E75S4.DFJW@"_>_'4.J&$A@,H(R5@"6$ZY8V MC:5DII1L6WF85^,LM5N95[MU<@Q^)8?>8(!VX:&'1T5/NH#RUN8H M>NN4VNL"U)H.S1]*'3U]] &IHZ_)Z!D,7FMS_:.-XJ).X@A//!LISFJ.IW-- M$1R7.?B? 8I[H6F'4%'YJD!EHDRB_B B=;4)?>VR9]3:3YM'D$2@/"VDL M4PUV#5I/RMT'%%+*87-#C*)-O5NG[N>6AR3=AR!,XP3QDI$RLY-&"'5$Q 8_ MV[\=/\^_XS*XH\D-N;13W?.;LCL*,M\,BX04S-9LBLDYY&^"JP:E]"$:W0'>\LUXWC@4^5$;\%AHVY( ZQ@[&7J MY_M B_ ]O>0@.1H9P;MF%9C?G#*%<2C.B-%V13^(&;3%,_=Y'.@6UK$QMW:N MS%ZG7AW3HI)+NC0I,AX64KSPYK(T/,@/EH=X9@=6A/_=]].4[@4)(\9@,4WS M@[6ZXK%86ZGWKL]!=+QDIKLELOE4_&8*/"O&AG')@U$G-O(_DRDYK_2! <^= M>\M!>:C@[E@J4_@IIXVE#1]G'X7IYEHJ]"V*5]GDHR9=5[<))JG+*BBIB3=A MXH@]X#6^Q PKQF;>>CH2+:>CXX,G9LGK##:/(A3 E23I9XQGB 7- !<697% MF0ZX.Y]6]ZCC&77D9]"1@T&;!CKR%0B@DHST6\V(CJ:'DX#K(/SO*1].81/8 MYD&6579WC0Y0M/=K-5=%]J<'7#AMFT59D2K&/W\IH__+RMP",'ZEC?D:=GU% M$(OZ$*R!D\/C:.^%6A'JS;_913NMLS0#M:IKNNX$'FDKW7#OO^3B$M)%O*?I MNL=POQ)4;>:*5=[ GJ'O)G 3!(L1D38B9<\%,L#?/HWVPES^SPHK/OBWQT?1 MWFG"E1^@*EX3W*2L)"@%WS^+]GZHRG=XHN GKU \X;?C]MSI]OS4V-8/WYYU M]"HOK\/M2$>N8<";(8D3"/>,+D[9(N@OAA)V_ZENKK%RRM1P.;8,0\J'5S&6 M'//&TF (?8 MGSLW9*.8&VP:A6%ZHI#BSCF[K(\PG9K^9Y>)CJ\]3W$\S!('K*#O"4XSECZW MDHXV7Y)@]3'NN!4;=+D+:?U6D#MRT1#'-KI"2QAHHIC4MVY@_G.):2,[KR+P MM*;Z/8E588P;MQ(25WWMHC),O*Q#MX)/ZGG974<^K(;QHD=8N( $>G-[(T[O MYQF9!JAL8=$X^(0:7I>SV(2GE*!M,4!O7'=E8H"DL^]Q5WNW6N>S \D8$ 3= M!1$<- M/_G>4')3C[RKP^7O[O5M59>*G[?L^40MS@)F#7BB*9;8Y("C]M M8:IB:OM.W8&YVWI\NA77R+Q1U_MNNBI0^!6.%6'W;45S0G4O6!9$.:+E2M.( M_H"CN$ZSY#W@%%]1>O%XF&"]US W4Q!=KQ^%S[=G'&YLM-=B[N*?6)0:?A9EU5>IFU2_R7AGUD[;VDK!NI ME)&:)IKV&D,99"-ZD8R*%80)'60;-ACOS$NZ*!NBX2JIJ =N"D_'HJ(8;E0U<]"OPN0"G9G&,E"N^ MMEDC9;AG9BJA3 QQ'^@HKP1(FVL&YQ8=Z#W.Z%5_*N@'PXW0_(*EA^AN: M$-15)C!KG 8])X.?X&]'12S^UCPF@&D<94:>!$JT(S)^,L&2CUK%#5FC1Q34]V/7&H M6J_!1=#\S.='R$T 9P <)VFK?11@3[<;K;!BL'6<:I02@HM1M1N_RW3FR;HY M2)C'&1>&S; FCR6&$E@@2TPT5'M,0QEZ4"F)(37%X'G93&O&=J1I2XZ6%,T@ M;;;.EE.SFRS9& K8%B!-"%E&*M(;I41S%OE?$VXNXH[PE&R@O<5M DXGMHB1TSF@;E'FVFHLFNE 9Q'O%U[/!7Y&>%5=EPEC M,F@5..EJ%VEF@!-!(6K,[%M==65Z-7MY:>/5KUWO%C31E#?E3*D.#T7K!$5< MN2X#C,^@W47]/&!;P4$GGKO.6/YQQWQ_O2O(%64FW>")J/.V;!P"KMR'%)#=%4B.RL M7%YH[X_]SM$N1.V!RG?36Z\+N!PLX,A4ZLYF]B?U0NN&@EVT'L-C70OY>BCN3V =Z*"5#YTF2EU(7HN-L9J9CB9I56E/P M:!J90QB8(M-"JEZI;/D65-\'&ME?8U;DT9@5&;,B8U9DS(H\Z'##,$NX>M$J M?9AF,@&]:ZW=)?;4;;X,.[Y?,$YE<5E0T#ROD&4&GAO]A,G=2 M>(9L.T7WWP%EBG%U3)2'[=)6/%+_+UB R0!QI(X#A=C#!O\571Z\1_ZQE+D MQ%';, )U6:9:VD5F,QR89LO3C 6?GVKJ&W/[J_@T0C)L[WMR8H-+&)_VUP1O MW"Y_?;L,)CY,\T !*R3KIFI/KJF0/SF6E5;D_3!7'5BC*0P"7-5"+:FN$WU_ MU.5IIFS8"S,X\]+>@2Z5L"?7F?B?O:<8&X=KE.9A2/-@S ^:AZ1MP=0EBRI=KEJD9:G+ M67.MD.ZRDSIT%C(52%*> ;-"F-@,+-54-8K_.U6U/?;YQP%QY2B)PY#$P51( M.Q,5<[^5;HP=6[!%+3Y"K-PX5V"[+"[#]*\R(R91C.,4258744D$;6T M(K9W&S?A,#;A8(J8:1ZLK0J"J!M,@(F=[7-+]Z5Z0RB+)$9-&2V('>XHZ3=M MS&\Z'_CNC+GP&&AM-ILN!D?4\85AB:F!(O@8M7I_%.EAB/1@:DYI'E!.YF69 M4IK5%I,:+%+ZC[\]>OH](A$Z (<^(;>5W:.,[5K&!E,X:64L*5<&0].H8IYA MRE4OIV6:L=K;@I'YZD'M@_&U-S);U+3C8ETW>MG7$0F7,3.7^58IF8?P O-U MM/?ZII.CI=\7:Q]?\V,BG.W0M=.R0<2I'G1)[T&3#B7R-\Y?%]],,(7QGA*R-\ M982O#/:0'TS0,SCDWV2ZZ#O9">6.W\61;2"#:-DEY^EMF;)M^>(52\2;"&;+ MX1G3*?Y@IS$MF4BG[H,=<:"!?I5.77-:Y)<98S;9E]=%TF[G!((]7,< MP0]-\ 83XPP$SS3HB4XQ"UB;EI6];) "%>=*A04Q?YE\(2<1X>>"4I;^EU8 MO;AC/]J:B8EBS\I<526!KFON456W.0NI-4SKKF4Z,@CM5, '$S_L%?#;.E#U M,9\2UD\:,7&;,D4JU[;)*E@R%^I/<'3*MG9,#$QI2@D![-=4DV\5LH5R(Z9] M+-.#=<3V9)T?(;P__ E*^BLN7$9R,%3#^+LX>M6"CY]0$0 X0V]+RBW0WZ=) MLX^5@15"P?ZDKE9L/EUC P1VGMSXY<,[QXX#>:OKLL6R7IA#1/$H"R5[JXG_ M?2T/3Q9ZB0:8K5JSSX.31J59J;@_+G6YO5P)8UL> MNC*6O@Z*?H-!Z:;(C1-CKJJ0QHJF; LI-E=EPRDATW@Q7_N%*SDP9QG1.8_U?#?44GN5DD.)B(=*DE,\,'.17'Z00JL M+K# :DNPJ2U4R_1^R)Z!*H6".&%M5J?HTA[76Q]&%&VC?.Y4/@<3S;Z??)+( M] CI_[2%CDZ.XNCXZ'AB>JMWNK%SGTA,X\'-L=FZR.<2QKF(LB5W1=4Y=F&' M1U/ 8 M.?I 6!H/]^-WM-56R=>+4G=HO M%O?RC<;3%[.5NX$+H=;85FUSPPRFQ*-GPZ!A&(0W M6X0\P:2FV%'^WRW,N-_^@%?,5P8AE0#-A2$4H*&G MGK&$HYJU>6Z@N;3/O4X(7S?X^%$0C J\E&F.CUP SR=P_F=9\,U3DE7=Q_KBQ\BQNPS:HT1>0:.O_6@#D;6,"6A/T3T9$]!C GI, M0(\)Z(<2%N)3AX_"M,3#-*:([E66MD1=2P<1,Y7-05?,B8D+#%UB0XX-5U"% MK77P0CS);"#;'( ,FJ)L&YYH&!#>!MT:+><-RWDPY:1=R[G>[$#CR0XVVD,J M .GS$E.?/=M3#_\T#%Z6\8J0>2!!,5&6"_).+OZCS.CML0NNNRQJJA9IWLSW M5\R12#=HP=:QU=4A/VWLI5VLB_D MX!U[Q^QV$PT3.'M^?AZ] L',KLAH^@WLZW!'8:=H*?A(M$X9&!WAS[ SO'." MP/]A$/6,*:+ACIJ$.NSB.)D.<#$%%CQ@!9O^D2D:*:8A>6Z]J+ MR5C(=N>VKOEF5G PB89'>4SW"M1G8-OXQUVSTUTS3"0:R0ZQ1H:;1>CRB^CL M!@M71EMBS'(81/ZY6B<+#6?_N2M]@W_.*[4D#L[:0WY<+/$7 MMB/D:0J6O*OP?XJLT$3;N9+?8RH$]$V7SI0485'(PRR1JU5PQ%!+=:.D =WO M;QLKOL]/#(-X@8K[K%B@GN7&H# //[TXV\>;CXIOI_MDF$ Q>VB>U4E57KO@ MS29[O>8K')5NIZTT])W2]\PL3%OM>1_WS@._7Y(JSWO [;]*J!]W[M> M:')&D(N"I+,MZ)\@BY(GP \=>38FO,%120V/>ENXOV-*@+%L3S4X/MIFQ R9 M//U"_A!QEP%(>4%?JHV\,MLB>ZJQA)4B"QAN]"5YOTOF'63H3NNZ7883=QA% MEP1OW9Q3F4S9+W%/[6.\,;GD_'FS&XR&$,:?M.;V 110GSP?&)VGS1&VA& L MJR#'>79#JY]:%,.MM;#VZA>EK;LQXFV>8Y5_G_Q2ZO$S*^*'(32#03QL$1K5 M4"\KVX"1(#5&'"[5C=4LZW&-MZWQ8&+S- \8/)-CY+*"&W/! 89#N"_)GM^5 M)[3&Z/J9-N 6!S3ASI^VTTL 6S!AQ>-#^%_TAE,\E'+IV9D5^Y])<+Y&I,'3 M^QS+(])@1!J,2(.O%6GP,([0P63F C.I-^#A0LRGI@.69S;WN:ZF63=*0+* M:[C94[G,N%E5&'&^Y:'4-ZW[T-$NVR94@TE<]=G>5*,NW ?2#\Q6H=>1OLGJ M1B"@B#SGYEN]HD'I7RQO:S*L[8Q4=)65N<75E-Q^=R.;:TI"L1*4O4=7"XI? M_M&FAX&B+G!DY%]0KU=;_3G6A9U2;,BV+ELI+3/CM M2IG6ER':G+LO@Y/#7]J&I>''-6PVPC+'KAEB3'7CTH7$C<%TD_7PVK44+V,> M!.E#8".5:^IB6\YF64+5,5S]7%;4,[* UZJHKJ:!C[G59*I7FL3"OWB5+KN\F>4]&G(F7/='H5D MOWM"2;-QJH;!T@7\!49"X>?T&[HYWPNWHID%-^C^UJ!ZS@A"WN,PSPK#*I)Z%?TA[['P4/KM;1 MQ-PAE?9+]DT)T,DB?O+DL;3:9BYQ;G6\Q#V+[-EV&X"/BL3;KA-R[]O1/=Q+ MD2;*:@10XO#V6450*1(I@K*QO=AOGS7*;9M9"^Z[UJJBFW,>!/$;V*$5EF*! MR<:+!#8V&D4LJ[=OXZ]GTPXFI4WST)=KS@K36A9!N EQAB%K"4S@LH#YY/.< MF][BQF8\[Q3[UJO:@="1SMYK/+OQ@VLBE#('OC4"8BO$; +/19^X X&.^VL2 MMXJ(3J14&P&4NMZXF!XCV.F8(%+C#C%& M/U&7+IFN8C>PZY+(0@9OK])V1.H%=U.327CJG$MO8=L..PS[@?OYTVWBZ MI7&6NP8)YC#_9#ID@+FX)EB1@/K3:9#!P!+LL9\5?[1PZG%2 M,]6*:8EXQ]-NY4U@+ZAA%UK"?=N0\P[_?"\TY<5_"3P4]HGN8N/_&A,/GGTT M3#(P$U.DJ'=-J-=0B!H6#WM5A-$AYUU97]#%;H7ER$5,8#^[0@+% M/>C=_4*J)"_.0@%1#H![=V? ()B\2UTA.4YNG&XI#$3M0'R=/ M^<_@78EN3S74]=$QGXCG2H,?8>@;&VDP>-F>C421_"WH\S,1G.@'SD=QU-^% M^6,#+"?@)&4TXC#TSQG4BW9:9VF&<579G6=O7U^<1J>S699G(X7HKN5S,-#< M/OGL@VYN$),Q[3<59DOL4MOX''<<,J!/F_VSY5LQT3DOL2=1U5';E:_0-PL@ M8Z;X0.[NE0\SP)]0AM-D(?2\; QW@[[126O0!2EQ=1'[-@T\JYW?;/:*#>;5 MMB6NX2^3LZIQ4U0S81IL7'LADPXV_$^A*-DHY>1/N^]"C\^I316QL 8/ZD:> MPX(YOPWPUL4PC&\8V 3?L"KTNO8;#ZCT*JLIEZR2!&.LEM'=98I-OMI<:S.I M/IC"Y2]U@:TV:'YS3>>8NX,_\_0+9(>WUJ2E&:T;+B%4Q3N\S%SQGG;RIM,R1P+.P(8'8R;@7_C^#EK-F('.X; M#ZRN-"*-'QLS='25^398!+.KH"&F+?/*"G[J9LY)?L/N^!)D=YM1\]/OI/HT$Z8'H[*$[YU"M,"TNB MN(-;V :N'^V%G=H+@RGS".V%!0A5:!K@49'G3"%.#1F\; 1?;DN]3U/;> D[ M9&2I;-G1G=E8_L% E,/ES\OK@Y]+RB=OX0G?Y CO)R;EONVDIQ"HDI&:UC>) M!)LH#H 'QMP'F+1%QL U3I;+38AH7/ I^+O)L:$6[TN1D75&$(^,>> M,G@;5)L<:J J)!L",2QR>2FM-P\CI%&",9992C Q+^4[10.R]Y9$K\/'VB* MRSS[F_,:K?IU2KI%HA!WO.V):K2A\D(GJKQ;HF\E5G M\Z9(@I5-&?%L*3 /'Q_!,^ NHZ.S(3R#@>=WA.=F4UNAGR+%&]S<4,?D#^12 MKP-W+J2.)18\.O'\K1J_C4V,)1W9DIF _, O4@8NVR5\F*8'(#;V;VP74U/S MF)@C>C,,A0;M7Z*YRHI.5Y.2;P;53!7*GHV6)63FGJ=/>4ZK6/K>2!@0VS_@^\/F2V<4[ZW*&3* !Y5Y,?AF-=@_B"*6 M#&LP-7%D$23NHYH"$]CXD[NG2,?H.*AE0OAS+>45L0D,VE9&#@GMHMNFU,BX MF4)^H6YB$Z<#781@9-74);Z\K8^:(:":7R2.LB7X443VB)V#!&-L(X P GU% M:P4R/S,ML DSVE+3:\Z'X'1SZIP'$ )#36ML#W%-\Y'%"'P6L_A9IN7 M^"X!H'[O=%\ZVBB[47AYZC;!R )5E>)O%DJ:?X*CK20OQ7,%4CWEO*LRF=,T MIL"#JM9QV-G1"TVC-[$*8>>8$_(YY]]PF=?>#_OXE2G,ZS1^QB (MCA)J'<4 MQ^1Y$K@YD(U=],X&DN578'!Q#,4BI.!%JJ7B )W'$ ;_WE)7^]$C"P_M5!I, M_4GW5,+*K[;:(,$G(5A29@6^I2IJD$I1%Y7&RB]I34_QI$K/0+10VO!G+*'\ M4[\?6QS!5L76N[;TP;LMU4*:@XRS#J!.3363U7W^$SK8=',Q=7M#^_Y&**) M_KF4E%7+OE62"CY.W5?E+';Y.ZRKLYVUF.%[1KQ 6Y)WI&,S4\CKE7SZ:I>Q M%QS==MG:2]:+%*(,B'Y)8==]ZT/"O'3K?>[&-\R[%2V@1BAQ"JW M\M"I;073Q7V\9X)\W(J[W(J/APF4[407.L_K&/S)?J'HA$8S8'D5*2#?-*=EAX^RPO<;1#B>2Y F,".G(\QW9MWC5-_^" M<[2M=S[^( 1!\[STO:"1G,2&T7KX]CM[." MPL:;J#QI'?-.-\YE(ULK;#,IFA(17E7J3(\?3T_/)9$)EE[+NO^*&!?!.B)* M%$S**K1J[GI@UJEL_SQK^;1W+<]NJ%=8]--N!0K73!3%)QX(W?$[7(I3<$2C X9 J&5)$%:%:"BD"5J;E+#%! M\A.6$?[6//THCSN5QV$6K75%Y0*\57!>/U@>P1I5C=^DX -%\FO(C;FRD%V+ MQ/%3,U/] :6+TS=GT>DO+Z/SW]Z^^.GTXBSZ]55T>G%Q=GEQ?POO/JO[^9=@ MPC5CF_^]4#FE_#GR=QC]6EA"4PXQ>?7D4C-F(NZ;I9$&?&Z*RVRYAA?GX:8; ML0F*L;LN3'/61JLU9A$YG4#9-9A#AV3Q*S1MES\V!ME^XYNNC//(?;(HZ\=T MDK8*VE6FFI"HE'WA3P3[X7':$A2CO-Z@4KV#X8*I :AH0* 6INUG''G-3CI1 MV H0UBP_6AOLW!&-!S_QAAE753 #$$-9"SG2"YIB2FYG.U-IHMP*.CJAP>H&VD0J.[O0W79T6K[6Z;#:<)%_[$^0O4DNTBW,HA(,1 %K'&56.X METN"$[VBG1O]BL$M<+-"P,(\ D8LP= M:4UG-PPW9U5(I2[J88\Y M$7R3YG;3N52NIU+P"2NXN;*@Q*3P:*I-[9'57;+YN4Y+^(.%VK^CP0XCN*5- MT<;FET'_OZA#'--;"?7),U!;O?#^2;7-9G$.=[FZ,6TJDWNAXFF3ZNRF(;K:A+I"/SGZ3YMT4KBW$XJO=E97 M>'J0<^ P.HVH^IQ)%KC1:N^03%D;[_O_:4&$)T]B9H<&\X/A/Y9^ 2\;9K[2 M$C?O^)SXYE^'E+]#8!;A5$%'9/6F@NB@VDE?B%K&LD.J$\>;XGGR3NO5%F5B MS2SVJ!SI^%:E,1#2KQU:$)7=.+,4M^*E07>?&Z#TN0"E85LCM0C] M0+D?6#CX!K+:* UC$F_T_^N:Q;IHE^A6A/#QX\/'^[CULT: 0XQ'1O_$0^QT M22<0"KABH**Q2$"EME61(10:C9D;_ =1<%7IM:HTJJU01M=;]=;#>QQ#R>'AT>/;91CP>M#H;#["!.17/'_O?J/[K[W##N;1CQ'=_6 M6O+V3J&+>ZO+'9/W<4U8Y+J<-;AS.UN_9%^(0AQ470)G$K:C3K'O!048X!]3 M53-'4C$CZBAB/Y+0 '@\"(L,\,JWA@&X5@/>'?5'';N_$77L_UWAAD3?"4[0 MM+37TV7B,,D%6"W)GIJPV@B&,?/0-"/B 2/3D_M$Z4;$PXAX&!$/(^)A".>^ M,!\NLA4&T5S 5H)W,$RJ:I&0.,XLFJ8V)!O8J&*=/ECS%JSW M$JZ@I8R?";16KES0I@)]DG)%T30I^?:_[3:,ZN^4[(J?[=U[F<6:!S\,JV$UOS8=<_"CN9_@QZO*_TBO&]L]>?.6'M M#QJOO.5%3=F)"&VVG^I-Z5J('0C][K1@/3=\39X15_Z92,1Z\ 6 MMZ$K6%Y@]6:MZ=II!73F%R?.F)B 9,3$;!LGJI2AF<^Q\+_13N96.+0!(U_# M.1P"\M463!'RP=;C>3DNE\BV&3"7#J?RM;[D*R^S+1[KS8F%7H!'1<3U6E(2 M[H+CD\-)+ D83/78*GP^Q_[^.#Z:/(Z?'3_G(PBQ<;:XK6Z7^!Y_GSQ]'C^= M/"99Z[R4'P/W[Y#L>Z ZU+&@A8,6IK!S\*(]/S4$XVE7J1E=I6EX5N'8 ML>S?\.^#K^'YM>_8+9_.^$O&27A.QKP M6%Z3%'M(-1_=I%(\':1KJ+&9?%OL%*,L((S/=H+3W-V9=3BYUT%TE_$SXKZV M'?Z@3[9]%9A]RNIS#SE![$V:\NY"7 **P\>!)'!5>2WMFQ]6T=09#_UT[F53=GDN4HV\ M;"V-G<]P^__]^-%Q_.39T8#G\=2>I)&94GJ)HZA.BPT&[W2OD5-WR<&(F&#_A@ .QO;^,/! MACR<2)WDL+)8NPCM'7?:^QVRV;I+AK6=EL%Y,2D6. I H=3=T1%Q20PRY$%Z M'DU93Q%@Z#-"_(-95<9LQZS%1E0FOCON+@-3Q%US7"C)%:G0F7 M-WN\A@./;?<\TX"?D^5-",H"3OZWQNYYA6)+645VI+,>6Q)KCKY1AP,_X MPAN]7+%G2^>2!2-TYNNKUTLG$:Q%_L[-"])8]X@1@NB6!8R5<0LE=;VOEB(3 M1DH4];!H@G2/S\'):47>PB&+?=#;E^J0Y5;>S<-&JT59]-%P>Q'[*;Z8SU>B3%)KDV/*L!Y-(G6X/#0ILE <@HR: M*0&_E<#W\N&(P6"2#"X:C5B?WO3IL'@*AL.0?;_M@E<&N66;?F: KK]W[L64 M/B[(QH(D[[L@MZ;RQ^GM3&_ZOM/;99S[:^R'#N$TK)7!;.QN%T9_@H5Y/QI M6\8US(JK 6P>BP'LQQG$@IG=F^]+"( M"\T$![8SHQU=+0O@IE?<@3&M[J?5-Q.!0QOBF%8?T^IC6OWSIM4?5@!2%+ZU M9_@(@_/#,WOY0*NU?L>G-4C) VO;NM*U=ZCC89C0&12<8?W. M>9BG,D;64KW3? RB[5#[)YCM%,R-?U5M@OO+%LN#/.XZW5QCIU[_[L$L2.F) M3^3(YOD&P\)"-1TSRK_I0L%LH4DI,Y>Z^LPTFV$WX0*,) ,^P#[P-#DVS%MV MBG-?JDXD0Q4PH6"#^F:)BP&'78_@=1+-=5/\).0O2J-V=3>N'N?2]OT*R(W! MWB8+B=YI6:;:?YH :(]]W&7@NM_:VV^=^C%YG9,-96IJQF1??$B'_ MHG((Q]&KC JBNHOVQ;SE!U30_$H%[M[R4_+7%(\7\ BLWG]^)#>@=(IC.=X, MH;-(8EN['F^NDV-QZ930D,^:'J_FK^4 AINOV2*3 XC3[WO^L\V%P31N&7'H M'H$SM+4QHE=G"R<1MTXW1Z0&99\T5J%[A)!^1CITW;$!?28"ZHK_N6Z+[NM* M%VU#6\(7,)-VFS=2@:6H'ES_NR7F;GD(?H0$NT80;8%X;_=:])6Q_SQWB^HG4>8%DH?F.JM1&H@+KL)-!E9.UVC"\1=LL6LD7@93"# MU2SG5=E@@V<4B2&HDR#=C@:/42IH(H.1:(S>!U <8J;V%QKQ$":W;?K(W9:MLM8RX7CQX7>/KW!9'(Y6'>K%&?>9'(UV4CN**L](/TQHV^ZVF MP7WBGW_)4L H)_@OW5?.R"4S$JO3T.CV=QI+^5]&+&P4\VX[=>VI.L,+XFB: M2=*WP$Y^Q8%:K;1B>%WHCVQ_TWN]I9\YH*DQ/F7#]>T?/# 8UV_H:54ZT=FJ MN4,)!TK%!.?E[%>%1[D_AUE()+3_+?NR4$-ZXTKF^0H(#2C7$CC+V&A9X MI5;&$W-9A;2M<(!@U;2YJIR'NBC;JN[)"$17N/'7^)N_*+B7GC]';TTKP0=< MH>?P7E2+'FH&B3YTA<"/;7QTP\^_0A5O4H5 ]\.?/ZAY>\'D!S.MDSW'>?1A\S^ MX?'0YG_W^(GL:F/V'=CDUGZ)'[P( [:C69MUWG0 ZFS_0V IPQ+U :B:>XMZ MKQB\-V1K6/._>U5SE>V/8(0 C/!H!".,8(01C#""$1YP4#P,5?^DKIM%615A MX5?T.[CMZ-GK(MJ;],2[*3K>C9MM1EGX9+V=F?"!QP"VYAANML8&7F^?JDV; MY58P9-%%.'@YLJR>@FD/O[,,#?V$5C9@P7YGOIQ+A!+(7PX:C CS3 MY]9$8.$>2^V&@V3VU9U[(?8CPAOP<]A>?Y19@:!C2CW@])-?+=1JG($5+@V# M5]I@&N1$1JXD5=S=R1@39\ZS[.Y-S'NWK+XZ+;O^4"V[X9QO5[3;"5)Z5K6S MC%]N[#O]1,V\W[^UR/'QX1%U%[F=X4;*#&"-,/=BJ .(+QV;-+DRCG**E(I1 MI:<$D*"MY^RD'Q78XP7%#\KE"K,A>X,,C=D1#R(I[U5!?KNCD2#I0#S=&Z43G+4G4 M$-;C,"S%H=/;C7.FLIPVB@%84*-.Y"_ MCN>M=]]-4\UECXN\*5.9+EX)2>6 M[]/N2?,H( T[VBL8H*]-LNX,U\'!7S#1DX&8>@7,/ M((M>[>\G1T'-F2?#MCUV[9"V;7PA%U^U[P$_V$ MFKCJMM/J8 ;#(_%+APM^U&!(W%O T$')*O8O++ -*9$JZ1L@GD.')5F^A\=D M)%#@_@L:U&BB^_IBRN"S:^FGYLM MT'=SJ_7?\UV&Z;#O/K/VUQ:0?.WWVO2#V>+'AX^V^HL%UAE1RQOPY']=XLY+ MWZ^R8T"O^7C;:Y[=D+V2"C?B(2*VT!5R9"_(R0:Z3-K,&'U#\')5K6UD1!"- MV'&/B\BHV1ZW-A/RM8K^@N-#])JTP]IHNR>WJ J" M$#+ G\&DF.> Q7/81^(A#7R#SOM[S.@?/T:]H]57P_',GQP^>8Z>.>IM@G!9 MDSB.$DQ,41$;%V0(!7"]6>5 HC)5Q3L#S.P4<-2W\]I_E:GJQV.J>DQ5CZGJ M,57]@ ^RZ9 .LJ,)'60>Q:V$>Q#43\X(&"37BL#]2:73K&'314H09U1.7Q4!#PUY']L>[ MC! _U.CNDVUASS>._$.2=-RG].Z^VQL-,6/36R3U\C]F9W<9*L&.;)?<#D#: MUV#K%>RH3K&),J<^,U+4ZW?F[#*6L)%)S)JGB;32,O9.5"9)6[GX:._0XCY" M+4(KW?;8M"33%UE/M.NI@@YKLHBQ_Y.BOAQ5=)65N4U^T6TWAQF4:??33@TS MMWU*JYA&GA0-(YD=G6)"#-.WMZXBRV*EL5VL SY-]9U2%X19X7'=9(';-6:; M#%2O6K#HDYTFW@P+#ZT8@9IKFR\.FNYN9%VZBH5V)2L7PMELZ!;B N[-,HL< MX#KS=73)6RV-A'U5^4"/@:?;C@%1,W^M 50 P3P8("H6)N!P.WKA7A$1R3E3D5X7IS(Y^)\JMM;&<4S.-HCS>WX(I+VU/.8;D%763/ M961##RV1K-JV$N%OA1(ID96097(49FCB;+;#^XQ0R5L73%YB"">I1S]!_'&, M?](W,(_%G ZZJM4Q<9KGNN&956AT88 V*5=R5NH;G1"'35EE4),\PT'7YNB6\+VW[NW':-P[Y= M<"=>O<"B5(U_Y.8*B4,(TX>X!-*!1'S#H?;"*RHW-R#CND:00J5=Z%?0$8H' M,IS=-!2V-FMZ\))D5P9)V6R?8KL).[VVO-UQ/YK"X!2?'#V[S3IYP'T M;SOE.[CCEP+ P;W2F$FDQG?!OO2[LYZ5MFK^0T\,UD 8$[C+UPZ?1SZJ U:^B M%PZ;/.A#_H>=1K/3-E^[F ?V<^>/5(N%87"GU$ZH!!RD9#HF=SN5[K%=O\Y MP]=2+X#?[V78C&2NBNQ/Q44:45HF+7/RAVS^>UR2:<(EF!E#6RW/EAD^TZ0W MUA3-(2A+T.*-N]_I(N5[4\2D*?=CXAE%AG]/-.#!1'-K\R'A2#*P&?TV+@G< M27%9(/$/VQ9QWHM1>L:K-N,&Y%M;M,21>UL[-JQ4#4<)%Y752A(CY-+ANS-^ M9,NT^E!](OV4$E>RMCA9E)8KL_"N+FO)*[Y7<_N')17^;C16% DA*N;0565Y MZL^*F)C"7>T3I+HLN^)!P]NW,(HB67<&Z?&6RF-):'J?*4$NC][4"6!?!P=N MXD#5FPN5S\()N .LL^U,^*(.@ $A0,5#_J4L#EYF-8;3L8$CKCQ^A$H+@[Y6 M)NI Z9E-XFAB6/P,6LM^'I77A6P%\YLA.^$OANL^?A7[8T"H6VL@%7Y8A#BV M&TR0X#%RZCKM8"EECCD/K-H]K[ 3+ARW3J5N[IY!&UDO=TO#.EABD]?GGC0, M(.6P_SZGZK V^X,<]-Z H.DVQDWUH7#*PO2@&5RNK,V'!EK)Y#+*G>2F-:)C M92",G?S&/],17,.9K'P=G-RUTUCL+ Q%<9T=3+X&PL0MD[#;^#?;@+N=@)/= M'EP8SW4;9K#'V)G3"\["_[*.LX=K! ^H"N?1X=$)U15$K]!*_?W@^68 S//N M'^)T/TPS9$#%0L914E&2:U41MVL0BJNB.H-!J,I&CS!01I!LL2\V.H?5C1+$ M65XF2(.D;J(_VBJKT\SUX-IHT)?5IJCXDT'L)N\G4[N0#9B0K_;=+800J3?+ MW)+[&.*;44=]1ATUH/HXJZ,*=W2MU+JF8S)E#BZ2@2X MCKMTN^Z=68U)#HR.&Q+,H V;#Q4U134;30I-1<+Y^7GTIE0%XT7#K,[9ZY=O MZ,M]0^3I6G^NX EIII?P$;P-=B44\E".RMKD R=#]HABT6,)I^(E?U#[S#>: M,Y7>;R]>1#[77VTZ2?+@46TK['E6:&P/B>D>Q*4B>SVA9WV0*Z460MK C8?S M17 'GF!S,BCN_8C[^4VF"UP$1,[P[* /"OY'7L*?=+1<(^6YJ1KVV029JY0\ M7E01G!'9&,,85_F\RB(;CK)X9$K^36 %&X3:IK]4#/T**=9Z0KHA=?YXWGQ6 M$?IC>"(4$BR63+!XAVKY*G&"3T><(]*X9-N/ MR(''R7HLTK0?8B8(_1,*@)%>5N:3"J!H\OZ8H%5U?E&!&4G<?P]+(PO%[9X'F]3@XG1SM%OB(RP852<=[+5L#Q'(04 M7H#:ZYF8PX$"8TL-TRD&'3$":4*OYG);O\T=U+CPOP/O1LHK^$'-T5A]L]+P MVU'G?%:=4PY/YUSV=F"\,+'U,0+]>25D-3P).0V,EUF;^] +DRK:-(\[\6B\ M3J,68WR6S;+>'!(%XD86+51M5*IC<-E>\D+E17[)RD?3I@\7-O3OX4-;8J6K/]J*69FS0G*W M3'")M6DDX($,XCTO4>CQ5V_UO,W%*).:M55;U:TJI#F=UP)J\NC18U?-EVK* M?W+>439(V!](&="?>?,566R6)08;Z\W(5H!QW_ZD/35, .&KUV_/+T_]FM$1 M/3@,-5 -1PT8]."E] 4LD@P\&FO@U%UZ5MH[.>S0=,U$D:E)EL&^OD^>Y4M9 MPWHX:WARR(5EU$*4_4]7 \JJ%Y$5\G=-C2.F@6V!6EC7;KFJXI"W%$FHDG*YU!7N'9I-"SR" MN2RKAFCL&O5.\YU@HE>T$*K2(1YG!3ZOQ3 I+E1;E74-5QA@#E&OEK:LV92W M.?:L3[H)AT%%IUV,'$](A=6IC8E1B %2"@Z83-@P3U^ M^QVP^^B KQ+O\FS$NXQXEQ'O,N)='LR!-D#NJK<>,8^-&KFBYM<8U@EY=S#$ MV"Z70/!&GZ!O4;@&%4+_(SB\[G$ M9X"$"'?(SY8JL7L(SV?/9GSZY1L@5\&]T<7><7%;#FK<\E]^[?A#R8 %HW]\ MFW/QN47QY' PB_K43$L_=O7MV?G;LXNS7RY/+U__^LM%=/K+R^CWT[=O3W^Y M?'UV$?WZ*KHX>_/F["U].HS_*K&ARQO34&KPRS'FB:[V"9QEFXFM550+3V0CV M6$2.1U& .TL9N,V &W:>8G@5\=*[C>-0BJC5DA"N*EQX!]4ZLZVM7AJ*'FJ= M-+WU5UWZ;G;:$DPLZ!LDVN@@01!N3>ELN_)>LU99?TJWPF QZD(8)$R/+Q72 M83!^/T+;+$M:8A["P>Y9TB!Z\GT>4&AJG9VO;WE!SN## _9OS[U^H&DW&"UP MK]VY_7A=NMH,--^3P/N M^5&O 3>@PW\R'/F9L$5G49OJEE8):8F::VJ8I6#/"R+SIQ\OHI_6:57Z[?_D MN_/RFG+JX$+8RP[-=>ZY1*8GS0AT&D=7L'8I@;RSNF'R*CJUPHX+#LZ:JVNK M8VN_O0*F*$CL&?.-\&I$:$3 MG"(H2:7,.%R%DMA&U,MN-A@.09AE_K MD/I'=M[CWRV,GCHQP!V%B,W-V^:@Z0SP6=U"4C?QJ#M/CDS?>.*57V2K#E@) MJZ3<5_PFTJ4"YV7%S-RHV@4=7+/^EL$G-&D?@',:M<(':X4=YFWZM,(EF2&F M(0=NE3!#T-LI X2*MARF%]#&96EWA1@+=84H+EUL=(N13B(.JF<<0JE+HP"3 MPWW! V-N@HY2?5OC$!.]\,SCN'L-F6Z8%&VRID5S#O;+7.6BB.B7TTS:O$Q! M@.Q)NL5^9W+0 J8BT03O4'.%[O&VZ\7X4[()1XR0CQ%Z/F*$1HS0B!$:,4+O M?;SO2!V(XJ>31:*@QJP6*(U:K7*QL2@+KXIW5;MJ$FHN ))VA0VK,-[C-^B* MHR5&2^"\;)>Q*X,G,U)Q. *A/6!N9W!1+;#LB*2\CN:ZX# 26[URTMQCJ%*#[M<4S.%N:I2:N0.UUPO-+V&/Y(,:\5; M&#;3D8*QFFC-)+8-OB^^/ 9/\/8]T>%>$?G(_:<'(VPGP[$;.1HAG")!/.*B MG=99FBFL#3B,3M'8$N81E)RKLF'P/E.VUB:$:HREBMT<*Y(_2U\Y%.(%?(,F MHL>RCR%2550YH1H/B .7E'X"-XM6>3VQ3,@Q&5'7:%Z U<60\5Q>"E MYUZP%WOHN=:<*)+ (^@ <./9P^U6Z8B;'SH36_Q]5P/@;F##Z3.PXCC,B7SN MA@HE)\I=*B"GUH)$]%Y''KGQ.=+Z(GL7T_,>8OB-O^;Z5_8VR!,2WR8,"U.P M):/ *NDY^;=E-$:=6*S#USZ,?D,J8^NAV9.3;T3+;I**-;"<2Q2?>1?@M?I M^+7EIOW2QX3/MPG;I3 %^"0ED*_-;W0J MG-1S/K1I4B@=<@U M9+A0$FE(-!R.AG8I*)0 )Y>;.*P<1U8YK$CF8.S%,ZMV8P(;S"?9Z(AUVAS, <3-A/-3+0T+D4U*)_]:&#Q\,Z0;#;=IXY<_N-NK8 AA=E,8-MTX0Y5^QW^?1@F?(K$Q#N0K3#/! S%X%XN]B7YD'%4,%".3T5$SB?D_]RDQIV5* M1!EJ#ILEDQ^!?0FBEM7T*_ QB7$!+>^*C%+D6(ECD]I6-,QEM\5Y348FG,=AT^ 8YYL2]C$5Q:>0CULREE/#*>! M&4DT& EI=%VASU,(92B.[,K'MY 'K1/P"6)XRW2.$R9\I;&)'[K9-;] 8[]Q M<=7N7*\/?3/Y,?&.,\MKX-KU@!GY?F\>,G2N/5_NQUO[D M*SY?_.DZMD2>]Z_Q9*2M">3Z_T9U.@/GU?1(HOMH;'W+*^5^@^^*7BZL"B' M(K"*\"FT;QW/*VC\-I?0+N8+<):J< $]#\2/@*-79R''N%#6V5(! 5X$-L4= M#_;=1(6?[J'[5+9Y&N:!S=?8AHK:6AF\A)D.(X(8B%^QKXCZ!S^8@B#M>\2I M9NSQF.#UCZ'CHS'!.R9XQP3OF. =IIELSQ9G&[@P,9H[?,#[*$JTE];AD4-' M,DP>'W%PW=)H:K^97QR!AJGF='QX^86HM#'_CFWE ?E\@W,OVZ#LR?[O_AD6.[A MZ^)*UPU;?["C",6.Z36=23[$&HV%86:V&+MHKW!"!U]EE4=4092\X'B"2[9O MX+_U5L<'_J@0G6\QV;QRG=AQ8I+&=J3_VWFP? M[$H;HK=&,6\1=*@U# CO;8>_YQ'O3G5>7N\?1MC7W*42-ER,V 3(^FYHX-Q+ MK3 SZJ#.5(2$UC1Y2@:>C1E(^/<"H>"KLL@2PG&LK"=3M^@H2T(#7P(,G'>Z MN:-U0479#.Q*4(+_K% 'Z -AC#3%*H8^DL9 ;C?=/QRO"R,E]*YX(6=@":)N M\[%8CV737UMR:.^3Z CUQ?'#4Q9/AZ4L^HAV^2A!-5(@PSO_:=C;Y5O;7?B# MBF+>HR1U^)#TIX,K5''Q%QB;P3%0*(#3Z_1!I$!+< ^;@HQZ"G#,K#QX)9%A MJ,'V0X:/CX\FSTEM'!\='P4Y@E.Y>[^ L2ID2DF'L[!LJ/M\ OR,35#>:G0- MHQ]43B;)Q4*#C[EGHHL]!8;=TV0_MA^WQ5]Y:8KR9!6,Z=\M''@,&X$7GT1[ M@E )1R,/-@I:.5H@U)FYQD=W[R21=XZ-S.Q[^#.++?"J;'GKS/;##VY;$SM' M6R== F8RBEN>;@Y*QD66TL8!WB8MVRF<4!WY- 6A[8I7 P/!+*&]X[313?*N M>J8=GDY10B1M,B'B!&S:[I*J)&G1!*"2^UE.-NUVO(.#9L2VZHOBR@[CX,2H M"VI [X8>[Z+ X6 .>98.]-C[^=9 M7BD97? A&/ZZ0L"J1HA@:J7'>U>JN]KRO@Z7 ?-$3H7PB+1^?D@#(DJDKMB-@Q=Y5DD@PZP'PP6@+R9XK^$,*L=$/PH^Q/ M&NZ5REL+O.Q32_=T\1_*-OTJ,PJ3,:,P9A3&C,*840CO%,@U;=0'9\0,IH*C MQR,_B1BY3MA#97W!@"H&41,&S5*VC>5RL%$8[F!M@S#6GC:H"K#>KS7Z^EP2 MXM]C*O:,@!%BS])?HME3L=E#'#@.+2V_JMGNEW*W7#O?FM ZM^LH, L+*U#Z$27)06P_]?@>RRJ9:8(C@*B?5Z+R3.G\Y6-OQNNRP&KV9P\2YL"V-('(YLF]_K MO,T7IV_/+J)3 8IT2SQJM42_VUM$JDM ]6,&)N6)FQ) #6]S!HSA9Z](6NA< M_HW@9@:W1KC!((OSEQ?Q\4[ M!3.XT5:!9(WHC\L6SUAE$7?B;SX6V'::%%V!0S6H)[[?'IJ>AAX^]EI_>0^- M7>?(5]YTG+HK'!*Y7W-U/G+XP3^T+6(BP&B"CJALOBW/@MW_NY]OXNFGE=+S MDO"5GC]KD'<>6,YO/%N84D!S3>:UB.6HL6V@;5LY]+S&"K>NE"Z\E0+D82X/XW0UT#F:EAHE#^CD7DB,! MQNFNNZ]HSOM;WY BO86'>O.9-87><:A M,RFF#6 K_7G[!_:JX#,;ZTU@[QB)J-T!X[B3\)V]%Z4 ',\2[EM4^KJZRA+) MK%M;ES-$^$5L;&BA--NBB=P 0_/,!-;[YRZ^^_W]&I$]R]B)K[#$OI&$ 4=P M/+\\_ADLN_?N!NY,PQVC\'NAV)(?)"'Z)]1?]E% MM$?5)_-NP@#E7[3Y/X5/\M$'.$!/PK[C^[D2#\,Y^'*KTI\-Q3IG)/'IM#;M M$G\KI.<'\2U9K!P7[UI%9$ES2 )PX4,"E,K'V45[L^Q&4TD,FK_P;,+;XUZB M"%9;T#]C5&%5RQ>VA?RQ[U-!@0^!?22*=DF*SI(G]8)<[NG,?;E"]GQ80G:I M;G3 =W<;%;^K*,]573/7/!Y6OQU>'$8SC3HZCWFUF2ZO!%,+(T?E$LX_=>,2 M2D!]V=7?K!CB5,[W$&(F178$+4D$#!)4 [3V 4:D\*UL!+F:Z2ENWHDWA@I-'SA(%H6F1=8 MD*I<57@D1C_Z5 JV-XF1(AW*CP?L\Q]!]V:1ZCGMU1+;$-9"#(/49'2>L]FD54I5W4Z27I58D[U M]X-C^F1R]/RY>X]04L2L<&_&%8_Y.L@'AGLL8)MXWNTOH]?/RS M*L"!JZ@?P50O5#YS$-=]9\)>*X;PH[7'+"]XF2M4ZW(>\5N@$8G6$WXKA+-4."SA5,*YDN?U4HCZ$Y'M\\HUMIK9 M33OR,%44F*0AY'B\<-X6_\8]MBPR+N?UW#K:;+Z]8BUB^R6%>DC'P\.VXXJ] M@CUBEEX2PRL?:0'ABOA+IOB"WCWFRF5RIXC%D#:DBI:TY.Q7N'K0- X*:NB, MF#*#)-EAL*KP; S$,(2YRWQ76HX".@^5X1LR:]5_UO%UU%>L M8=A/ A8<&!2\3:*]]3ZC>.P]V5&JB-5FB>%K##=O>QP[H? #0F'18\S1117Q M0E[$0\<_^$:>B,GJFNAV+%8(;0NBTM'4,815'(8AF>_<]/AP Q,1M=3 (-/\ M!K@=$PQ<47\<4Z&*A%-^$#MHWN,4$CF0,F.=DA%<+N?6\Y;H/L:-P)M&[^W' MD+@?$M\,X@UMB&-(? R)CR'QKY11QC];=&W;:GLN<.^! \9E[7IN,J4!.ZQ; M4:Z=JEMQS"P/(7$Q5)T3+XR)W\YL/#IO?/04C'FT4!47KFTW=-T9 MNMTSA2>PU>U9<29(6Y.!!']M\3R) BYPF:[IAEM]"*'8H+%L^$/.E%X2%+DR MK50\LF]8:4Y+4#! -<'3#_L?:B;1HB$1$@#2*W0CIB1:)HQ@[EH5TN7/D-!/ M'CUZ;*E(RE0'9G[_\[QA$P=*E5VA]%5M+O?&>U&Q-I9\O\5T3HNWI+@V!S*7 MX#.0B+D?J8+%K']) N)ZF6V&.FEQIL O=[+*K5_"EB%XF;&F?RFEY0,^&!1I M56B9=\?#F),<2!]R&VB:8\M;UVM$)HI-TXP@KDC+[OW256O;FG;/R:%1U,$P MS!/(B5NI=57FN2!4Z,(VX'%K*-PWG0QY75Y@"V(M6T!6JL9[M1J6DH_32.W],HV M$(5E"7!7?]SS_;W)_M[I_E:1P]?!+R?/'S\BVUXM,;B3.H(J3Y1ONS/>*!;G MS9=^;/'MVGG2Z-'*H!!^6

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�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

DUZ4+I0KPL#$9M+%^8HWUN3UT4W]+R@-G)M@:F,9B0&C,"D M*KV<,D8;HM"Q37IU+3*[E+C9)?#:RW0'KL'>F__\>'!R<5O5C:EALW$X0S?G M\[@?MC'M:WQZ/=.\*4N53.OKV:0_1)?QS>C<%XN/M!VG,/HT+#< '* C,.WG MOKMN*0O_.^N/4_QE-(I?^X,!JJF%!M0/_5ZPP( M3(R.5? Q,TUD;E.(VHBAK4SSAC0MI>6V9W]<-O/IZ./DXD][4JG 6:E)MK;< M"V$C&$HDH/400GL=O",K6?2=D=PE1Z +F^&6H]!-X-1)(M3DK4R-'0S0IYJY MP6(F68]F1KB@ 32:J7+];0"3\2>T:5Y*KGT6<>=[81FE77))_M1;8&N8= _Y MBX7OJ2 IR5&#Q6V,&S@%L-%*$ Z_H=]FPMW;(G> ]@5U73J]^E,C?",X5(L7 MZ^[5BXO,O_>#C!EU5DB(AC0+"29:XE407-$V8X^:L-.EL] _ M^W;9#$/="S'F]VP&XPY@OI3451!O_X7X+@"EDP[\C5=ZV6N:<:W+Q#J*5HH:\)YPL,19 MII A+=ITE31B:*4C,[*KNVBZM#NZA*3NV82'^F<)FK50XA&>/4.NK )3;@U2 M%$/XZ(-@6>[<*FS1]$SI/R/V.PF7)ZL)*F,+^_'RS2515;TNZ,$GM*X-6HVU MCM<'$:6H2B2!]NA8B^A*35E*0*U),2CG>:-K//[L]4&WDK3S$M*>RH0RSQ@P M)2U&,D%AE"X"H(8A4446Y1,40MRG\Y^A$F@=V#=T^;>"2"?]_3=N$7 M-RA=-#T,T2G&[QF45VBG"%I2QY(#I2F5SMO$,^^2BEF1KW^&:J%-MDD'4;5C M[^=71G[]'L>CSZ-A/TS>OW_CAO'7Y ;3LU_=^$N:3/&E.;N3_CS2K^02;?K8 M-GY2E45X6N?IP6T12,H8:CHPW!OTO+4!A[[X/"^9C(J!F3;=XY49Z8RS="/= MJY*E*M((2F8,[6-I@HS&03!!)$^T\3+LW$E:[P2@X\Y1%5CO(O._#A2ZE^6Y M*@'TFN6L;$9/+FD0GGCP)DHPBF3'@L[6[![1ZU2$=MR+Z3:>-X)!]]!\?=;, MDR4DEH[X*!T(@5\L31R23\DP8GRTJTT0>++B@XY7.'<;SYL!H9NQZNIU=(FH M:(W$L!R#(1&12Y>I!NEL]MXH2U2;EMK.UG)VO#2ZZAYZ/MA[4KOQHVS"W5:W M2$O/?(G;4Y;%O1,H%,K!*V^E"-0PVK369TUZ_P05SIVQ+"VATND]<'=B<@K. M\&B ZG);&XT1/#J#('#QC=-)V[:%G.N1NV;1/?)_-%M@"*9UTMJY[@(S. M0C/#(90II"+Z !C)4RC-<(Y%)ASO?AG06GUD':]V[KRSM!EV.KD-KIL1,B'6 M$U:&QY3+R(3@8#!^@JQM(H:IE$GW8XJU&EHZ7AG=^6VP&7:ZETM:7NIJO)=6 M. LVEW0"U1&L- 9B5LEQ;@C[5TUT-['>08"L>.)[^7KYXM'=^OM?_C]02P,$ M% @ K%$,4W_-:8E(1P *AD# !4 !G2+OH^O\+'^_7DN.Z7CNG9(4NT6W%D22/)W7N>$'7)DK";!-@ M*%OSZT\62(HD")(+P*H%D%*$@^(%7BLK\ZNJO.=__.\_3XY_^(RS^7@Z^>N/ M_-_9CS_@)$WS>/+QKS_^_N$7<#_^[__\MW_[C_\'X/_\_.[5#R^FZ>P$)XL? MGL\P+##_\,=X\>F'?V2<__.',IN>_/"/Z>R?X\\!X#^7_]/SZ>F7V?CCI\4/ M@@F^^M?97P(O0A?_O'BXW_>^OP?+E$Q9?3O&O/\[')Z?'>/F[3S,L=U)_N>1*E*[D M_*_ZM)]VIND3$3)+9Q&!?HN3"O >:5SW]-UI_OHLR%C"V?&B1XIO/[M7>J+H]?NC%_3-^S>O7KYX]N'HQ?L/]/6WH]?7BZ-W[H__Z_>6'__Y]$L[RF [CA]?T+E]85#;QJ_'.!DUQ_.\Y__7',G9>Q*.]*B4I*%:T)*:+T1=*W+HQV M>G-=_B4#CJ?I!B'']=B>?L79<8AXO/SMZ&P.'T,X';U?T U:+U/B&+ZD;^190Y%*!*:,<(J?QNE\TO4ES"/2YQ>O.*G*NJ?\'@QO_S- M4OC ^,71_[_NIN5++ MN^GQ\2_3V1]AED>>MI,)I EHNOA!!5/ !R/ )F^\-*H((9HL?4-";_+E"O;/ M9I<CG$KRG)9I0K:$5XG@Z.J'H)%KU(9,2-<.'??2 M]@V@I3_9W$:/;(2>OX?C,SPG4.223*F''1-$8"D,'&<9L*CD"B9GI1T2/%>D M?9/8V5(RMZ&CMH5.-9Y&SZ8S<)D 8LH)S0$#VW0/IY%IB+U<(,K^:LI?5I@FP@V=U&FVVI!JTG M6"IB$*8"F>@&97P$)Z2"( 2SN12MF1Y<+?J.M9XE=QMJKK7:=$GHFW)!^4B* MB*$DV@Q*D(')F08? X+1S$5AI,PZ]Z4XW7K[TT3/,,*XC1[?3GFZ36IDBGLC M"-[*)SI3B2=!1F*,,S(F*[+18G?UZ9M'3#\"6.,GW-IGO)[6EY?8GDXFF"J% M_Q@O/OU\-A]/B'KZ>!Q/EO&H^>4G1T0FFL@-&"&(439G"$5J*,B+4 MT+M.XM,$5UM)K<%44_?V#4*E)XJJ/<"T)W:@(;7..4E7=4DJ2[(+L$W8O2N% MWR2B=I/3&D!M[?3N!/WSWQ,_WN/L\SC1K6R%BSJK BAEU0"UAF = Q53)ADJ M(\H>(F^WZ/PFP=6'S-9 ;&O_>)>]<)O:$!SW%FO2<,&:""S!2T>7.-=$:!!8 M?![\X/H.L)XDM@9?6WO6UZN&E;*Z$7XF'F7ZZRE.YDN%\*MED5/*-B<#SI!* MJ 1]%T) $)GI0G:&C&I+-?W!=S]-V PAB#7 V=I)OB&]HV -+T(*T(Y'4(6@ M'K2)X(+2RA'6$Y,] ^8[4#9E_!J ].;:?H<9\:2:G:]("A^7Q+W'Q>)XF;[Y M%<]6A**P1GJB)SQS::IQP("Q(CRW0A,*UB!"#5KXD:T1^,,M_LU=^1\F&;%^3W;A[WO-U&M_,GH?C MXW5J_$ASFUPA2U!FIX@5D>@L L'FH 4K5@K1,![[,(%/$TPMI;0&3?VD3M]' MYU)G'Z'("6TIP"TC,IE$B,F%6ITI2R05G8N&Z=0/TO>-8VES&:V!4BMW]7GB MP7K]K+",06<.*BT3[VR B$%"3EH6X5*68= $I7MH_08@UDYV:^"VLR?[-9+& MEJ8G^&HZ)U/0*\:SR!!B+*3I-K'!1VMQV-\AXVB#9GN-KY+^[ MX_E6%9+2Z"QW-4 7!:A(&KSG9/RAEBYXFST+C3Q_]]=_]5+0Q% ZRS!",5;5 M)"U)IJRS@(HA8U$J6<)>"IJV6=U%W>*'$(]Q1,+"(ED&HPVM3&A:F;4)2B0C MC)853;-ZBNMT]+AWK[4]:%ZUN0,SUU7B_7!>Q/Z7=#RE _^O/RYF9WCUR^ED M@7\NCLXMH;_^.,>/M\W"'?!P#J]ZRTPG]./\V9_C^2AH-,8Y 5)6%S%'8HX4 M!JPIBC.K&;.\+3S6D=4C6NYI2'$/>K80]UW(V9GM#4HZ5VAZL;P-.Q$U6FF1 MT2LFUI+5YZU_5Z./>Y"PN_BFK7@_&#!(^T@&LP&G="2-5",$81QP%9@QAA5, M;1)@!@3$C4XJ^\?#)BQO@(-K#KO?ECKRR'H=L' . 9'.0N4%N.P0>$U'CBKG MJ%@3#-PB97@SH <13?OD;X-^#\]R7C(Q'+\-XYK %T['BW!\05P.S"DG(GA) MZU5%>G Q:+#%LI *$_OCOI>0HPZ('3=_9Z^(^?5AA#IM$_=VN7 M]_'3U[__N[\Z9-M>]>/CO&:2EA//MSV_2WJUU5F_O[JV-5AMNK+34DF2F"A5R,=FH;')()F5T MR#URZ8P;]4;%;F?&+_3HI6/SYW!.9TG"AJ20SKSL,W@;%&3+Z->&A=BHTG%7RG?6N<+\4SU92$I+ MQ9+>,)M]H7=?!"",H=,@:Z)^D:_O0=%&&W M%+?^A-1 B_LMS/Y)NY@V\WM,9S,2!,Y'CE2(E+0$66I(/;D$/C)%2H1AV10= M76GC 5Q'S3<&EYT%TD"K>UV/_7=?C_VO_'DQGE>_Y-D,1]FB(I6C@"FN@!+( M:X.@!(II+E2RT9@U;3O[B/<\2-LW!J">A=5C0[!E8L\:>E8H?GFA;(R4%CHD MGH$IM*!,EN#1%HB*E+MBD'$7'M+]-GSG-X*5EI)HT /L64K3,[H[KR@C!LWG MS\]FLYH!9B4Z4TH$P]#51 L.42A?3 MH<14KRWLZ[=_&^.,*/OTY15^QN-E6, &%SS+"(7;VFPQ)0BB6(@L.'39*E1M MJCR[T;>O*&O_L+@;=WV)IX$>_I6TWS#4Z[H"G98K[D@+B(72 &YBVI"]$$":031HB^QBY2BIE%7N.<;6%TFZ@] M*O']B_,NX.PHBP9NR76DR(210PO%C%+&F8 \)$?ILP MV486=YXF#<*-[X[^?O3Z]Z-W1\_?_/KZY8>7;UZ_KMUC%^//NP02.SRUMQ#A MIBM8"?[1?<$]LRPR&Y60Q$7XWGX^'&&YP5[;\H[ MPLWD#*_LQ#HU+IHHP1I6"#M6@07*$5,D+248O$AXR2 MH98AVC;GV69T#G_$]8J@V_E4S834XWVX=-1^F(6,5VZUI>LEOYPL<(;SQ3OZ M8<2B\M'G #:7VO.S%B.46F%OG!;"&.]6HR]W>,H??-4304$#OO:H+*^C[FWX MLDPSQ]G)*(G$+>,!>.("%#H)#JT$XZ)3O Y0$VD;<5][QQ.6\[:<;# :YXXU MG_NS=%TLDC)%EF$ I9*K;5HSB3&IR+),QK1):[F/JJ&\T$W/_M[8OF_O\GRV M&+T+DX^X="(4TO6\"P@,S;+@.(/W9+V%[$(,.97,.[EAZ*G7P$(_K0+EQFOW MY1/N3XC379G9X]'_E8@+ ZL+&9LX<;O+MG_#]F&W[ XB6!7B#OQK*$ZC1,A: M>[IO'*D1 3,X$01H*3%K)9U9;55VR&*\P_?9OQ0W85O/TON-.'5R=G*97LUT M+CPI2()L 56+_&**#(2O=D ,2H9.\;E.\KOQZN$4LIV8/^V#63U<<918(*61Y]?UOPQJL?H0BWYMQ^G7U72>SYAI8P M+;-S+6'>JQ>P^^L:N@>W7/.JW]!$PY*P7D:N2G91>U-BY-PZGB2:-7[#[B]N M[%!D4A1=1YT(GVKBB62D_F5+QKL,3CB6@QO48.K-H7CQO%]H?Z]S6QW]F8[/ M:IN+9_,YTG_Y0_AS9)74J",'[A%K9B?6]GD!D&FAZ1QFV;5IY;,%L0?H;-@$ M2[=+L]J*JT&\[5YC*B1E)08%.EM)QI2I[3"B@^!8(0S4 <)M^K@\"D?$+DCI MC>V'X(AX.YOFL[1X<]E(>JG]IV!CD4L/:BZD><@(GED-JC@3E3?!*=^;MK6. M@H-T3VPDVFF/+.[9.+J@9_YLDB^[AU\$G+L0U;O?XDYRAO=B["ZIVV+OB1KFH"CPQ"\3<8Y,AI<[-0 XA!E?X_K8R#1;\+=OF-3[\,Q MUDK&Z=H"I=T)V9A/"@>8K44.>BH*[5296,?,K.Z MO&A8B[HG64P;,;+OL#/=8(O9.)Y5AEYFA3%%=+@ 6JH(BC +SJ"&J(.AB\M& MRW@GN=Y^]J,7Y8[LZGN+'J7I"1D;"9<0NR#(D:+*O!- !GTF.-&Z7&"U(V.R MRECA=.DV*6/=TQ^]!'=FV9 -->[SPZ0+2W-1 ]]7[1KF89(O_Y3Q=#H?+XXO M,UX:^<-VH&005UE?G%KQHA%S4[PF>#-.Q8XI28T)W.G1O MTW;I]'EQ_K[Y]=Z_M+#"A;1UE&4 54=:1"P<0O!,H$TJ1;\E2^YY[7#'],'A MZL9IWTY6?2MBZYR(%S1^S5@<>93<.(9@70W.*!$A%",A<W M[1U#O8EJVI+/?>MTG0A4C-&>R *TT+4%K0_@G2P@A9:1:<.=[3I4?5,@;.YW MOMTN_=Z\W)%P/COO)7 9:[MT:\$;XT 7P>L8("=#FQ#/AH0^N0TRA,!Z[!S1 M\.HY]^#FI+P7S(-TFLP"D\A 8"4!9T6SE!GG,N]1G1DD1/+8[O?]2/]@0S.> M>:U%'<\0I*.+HD@@4Y?.@AQ4EM$Z9CI%B!]-:.:P8/%06&<3\0SFTN]"U#<7 MUME(4IU\^]NP>3 ,<%]["1<#V2LDXH("9V,$+]#(P#4I%9WJ]@Y1]IN&=?H7 M_2;<[=N^N*J1N?1^VBBX2\5!PCH)I=#MZWGV$+UD,A=DN)KZ<:>:L_+H0_$6 M;\3O:6_,ZMU'<(>!=D&:R*9(4K5K?XD"*BL-P=5J&2(90]:QI&YRO/\]CUZH M/;+Q4#)@CZ>3CPNG%;:_:NMU^SIE(2+LH"1FE!1U0)X&M;CU2X<))YE7BWB=9] M4+/3@5=;55X=P:,H$XNRSE-QM9$I9@N.LP Q)9Y53%&9;EZOF\_=NQ^GL8QO M''X[L+3%?)'CX^D?M=7;+]/9B^E97)2SX]L])B_;2XH@?4E$IW1E8S8+563T!2LQ> MUV[N:%3K*_B@W,,-;[1!A;5O1^]J(^9E,^]7TS"I!M)%X][)QZL=]?.7J^\_ MT+.7#HWHF)6A1- N*5!:T8)Y48#)J\!E4+K1Z(==J#Y41W*/V+JCV79S&3>] M9RM%%Q9[%YJ:-JM=1]5^>M(.)]L[+]L=!3,4:+CCF7E49)=DVD&2D<(HE0<3 M5$JLZ"1TFW[MPX'E@?:RAX653>31 "/+/D^WS8O+&O@BDT*9(-1T!.63 ,_J M2!T;N%'HBLIMQI'>2];PI:^[2V[:BNUW>A$&=IFNC+F+YRWG6WE,'WC;( [3 M35:\XB]-3%G+24P1EO:U(6[7O-)!B1BDLN M<6FZ]0\\=&=IKQ*^SU>Z"4?W[BO5WJ2D@H8@O0<5A0%?L)8FHF#<.*ZP33W_ M(_>5-D%3>Q$.YRKE2/!?)NA5HA06"$D;D#$QFTMT)K3!U2-QE3;%S^XBV8.G M] Z.G/M'+*F(V2D.)=>.88P5<#EZB#$BMS8':5WCV_>@_*3M+K,A)?4DO*0\ MY9H>X %+KHF>U75G; $,P4I,W*;,V]R@3]!+VA^T^G22;B+BP?Q='6CZ[B3M M6;:='%];"&8PT%B5?_CMZ/6']U?W\GCR&>>+Y5RI\)FN[+J.,IW-:W.,^=?9]#LX M17MX:V_.T;XYL.(D+0F-K+U4?6WTA":8H!V!07D?6=1QU,/[=SL7?@NS?]*# MZ WOOS[YRK1(13@I"P>2'0%7Z 2N:F7!.,.\U8Z)3FW\-CX?[B5K]T%-RWXO MXW#\-I!".ZK].IA'!E&0R:PB:9QT]CM:="G2%Z;2JL79VR2F&X0,?_[U)_W; M#3J^E\_K:6 %2VIW1VVU5G2)#';8/B7 [,SM!B.@UM%T[OK (!-AT8)- M+)&RR .$H 0P*Y3PV; HY& P&+3G\K (V)S;A^+#[#A<&E547'A/H@X5X9[5 M:C@$[ZR.&'A,JV'LO@?FWDO?OCHT]X2%NZ;E]B>3!O?.9M.#NQ#;U.]X '/> M'W)(MI#[3H/>MQ':WI$F#% M/#B ;2*KEL!:,[U>6V.30%+CEV/)H_7@O0W =-"B1"Q1=AK3M3V,;A-UZ"/B M-Q)GAQ'QV\BB@<'_$O)T=A-AE//LXO5D7L>E->7CER+W9;EX4U M5:F:+6T_ZE<30$T/&0T-KM1V"^269<>YA-J<%!1&NER$-X"9C'8?G'6-JJ@? M&Y?][-E]@?CZ=+WX.\_'\:T0V(2D@$5()M3\I(W59 M8P%.OXY$;@H=^WC>\8+AM;X#D=^T9^;WW3#K*CSP*ZVMLN1R8G3B6BM)RHS1 MI*_2@L$G25M)TO>"%JUEZ(2(N][P'1)]L;]!_[OZG'P=HPDSX\@R:%EJ4S5B-?-_= 6_UX=^1T /3AQRZ\O;=F[='[S[\][/7+X[^Z_>7 M;Y?Y&E_3-4YG4S*L%E_").._SL:GE3T[I,=L_[+>LF)Z6N]*,HPQ/ED4(@FM M%,LF9N5Y*()YJ4E+$:/M7[N;_OOVXLEOC\-D\6R2CRX??Q5\LC5;)Q*XO:S3 MVUC60-J4@Y2$E:PX$62;6,K#M.VJ_=_YAE]G-5(N-8O<>PUX7BUN/!W1O #M M]-KME,N.<]/[6_F2KN'/T)Y1LJI_]RB&%I6&5_D3+_!TAFD#M M1;0-O!AW$O8:%R/41!D9&;4"KL[AK*W#HK. Q!CDQ6<4;7)K[J/JR4&I-Q$T M\.E>*A)ORIU4GONW#;.DGI#^B3S5SA6&D25B&63FG73>%Z/;1 2Z4CA4.DYC ML#01R*&DZ-RYI)^_?"TQ09&-""R"+-F 2B9!L,R1W<-2U$HPP]O437<@;E]A MIS:@Z'I,;2F<(2^S:W4J74AL&DOJ0.1^HD*]"[@K@':4SIZ ))Q."4,DVG( MI:R!R'B&')S01?+@=:>)0(\'0 _$6PX!/YL(I0%N_HZ?QNEJQD7BB*8.%@S. M(*A:&.E-X& %R\H$*6-NXP6X2<U1M[)VCVR2"C9.F42JN#:5(?>3=/3@T9/ M_+^-#-DL7/;KFSM?7_[\ZNC9^_='-XN<%V'R<4RV M7)C/<;%+0?E.[^LM:-;?JE?B9CQ'[QPK/,BLE,L>C?4JJ2QK) WS:*Z) MQCLM3[1L[M7./>!=- X[Z'#=<",]<#,"-C4(N@&13!R?)$:R%FKJ!X MJU$ZF8UM8XMM3NL3A%5C@350[Z]\JO?0?NY5);("+SJ#MK9N!F*1%\0=P9 [ M)7,HC0IHNM,X5/2C.9 :B>50(B#W+.KG+[^%_SN=/3\F363I2],I9YXR!Y2( M-8P4P&?2:PDK@@YG+,:U:4.U 9'[CXCT"Y/NQ]I.XFI1 7@WJ5>$O@XGE]97 M%W+;EC%O1O">"IE; : [T'J3W@& CF=%!IM+8%*I_8Z, 4]?0>M:4JE5=0D\ M7; ]5--\H%C;1&BM!ME4&1P.,E!":%K&SV$4+A- MT2DN5:-6A7<3];2AT93X].<7%U:DEN HYD[ZO:H.L.C@U9(,@ M:V3@=+\[KX^;3LO@CS"Y;"%OGI'-) M0$%60/' ('#EH>0H918V!1<["??.5SQA(??#UMO"5CT$#_#X&-/B+!Q?!A(O M*%/>8,[!0:ZC&E52&J+G$;C.*K/HE<%6C4GNHNEI(J1G6=Q&B6X6:'WUYO6O M'X[>_?;BZ.=KA7*7XX=)=]VE#K'[PWL+H6ZYGI5XJ>*6=8.T)&QH91)$+D2D!$% MEYE';42G,W[S=^^<0G3MC2,KO>)8% 15IXH&G2$&THTB8D;MN2FF3;SW.A4# MSP%K+.Y;"4/;\KN!N7J=ELL!9$)XZQ41$K@1M2S<@6>& QE4.:/0M3%^F"M%RRI=-*@]&D8BOM)5E+-D+A+";#N V-.CW> M0]33!DA?TNC;@.W,AO/@EA:HC8\9I)065(D,/.8"C( N6%39VFX-.39[[R!3 M ="1&NV'TKHN2[MY61.KZI/6T811%&.%257+W F%'M@\) MBQQU$"9(8+'4VM*0B#[.@$#O@HN<)6SC9!\6#@\$:8="PR;<[KOSUS_P^'C^ M2YA]G'Y-VS\?$/AU-]: M/P*9MN)FWXW_EI/YWH8O]7Y[.9^?58_B\^ED@JFR^1_CQ:?WU?TW^SH@\H)F M#!C)BL;:L8)49!$+F=FD=P5Z?DJFY!@?=*7M0L!3 ,80O+_S:-B+WY7L[.6[ MPG$^U[::.F+O?-N GMEN*UYQU,[M>W>I--I'B>Z+D[.?9F(Q5D.+MLZ1T(X MB-PG8*@U2B8C6[U_F\!JA:QO%TF[R*=O]?WGZ?2?R_DC(^XS2DZJ ?=54V"L M9NP%#IE[SY@2+IAN6MK71WX+$MZ!B;VG,YU5YM0.P_-%.#Y>%L"/O'31>6-! M94L$N41'E#$**PH@*](V8P 1URQ"!@\6@D$2\];9"8($:= M0%HE;50IFMPF@OW8(@8[8Z!#_& #60P:/^A US<>/]A$#C!TW0L &W!X\?:,%S##R"QQ! \10@ M%LV7G;U<#E*0F?34X@<;"62C^,$FW#R4^$%@GHE@:L?K93$14Q U8Y"\K>FI M5O&.KL#''S_8&AA#\'[0^,'1L_='[U^'6?W#9]PE-K#^2?WY_3M0NN+3]]70 M4-Q95$%Q%([EZ),JG%1"S":.[GCF+@9E;9]WZ?B_LG]R,KG0M4(&SS*+A6MP M0C! $X(H5@OG.IJ*:Y^_>]O%^1SQS>F2Z9./RY>\P[I3+G^J^O>(I:10TEX) M46=0F#R$) P8D;6W=/+9T*9->#?ZAG:C["[JV\T7>Y=#BRSKM51.\(]PO"2/ M:W1:: 8Q(YUU3JF:!!Y!(I.)V9R$;>,G?X"PIXJ/[3C?MP)Z8[GGMG?.7B:= M-J$Q)0CJ<&B1"E3YJI352 ]]=H.IY]6=_>-U^[' ;6CW*:[\J_' MO?J5B O%M L9FSB.NHNS?Z/@8?_0#B)8%>(._&LHSGH")1,#)"ER[=J>P$7. MP4:B,J,3W/>\*UN*\0Z_3O]2W(1M/4OO-^+4R=G)98OM0-H;.@_>"T%W2V!T MMSA:&]W@)3CG\^KLWQWD=^/5PVE'.S%_V@?G>E2*EX2$/Z\14CC6>4"9KH94 MMU7&I:]7R;S\SZ]/@LEM; 0 M)9)ZZ9&##\Z %UBKGVSAHDWWV\XD#FQ,MX7)JIW=1E -7#%+JN(J5<]FLWHV MGX^)NOK(!>>>_1%F^>C/T_'YL7&>13?REI'92I0K91@H[JKK( M ;73R,8JD M&O5;[FL)3QJ1^Q%TWSZBKCP[M[%+C)[+6I2#1*129&U'&108$0HF0;SKZ#3? MZ+6#>):& 4]CGN_;'_5U;]0L\OJ@&JM=?*D;9#JI"UV:ATFI6M/EP&!M>1^" M!J^8 ;(5M"YD,I1&\^+N)6LO?JR&4%@]KGH328-LF16:+D+"78AJFD&UEJS] MI$_U*+Y5S:HWW@\&#!%S]J8F"-F:NXI1@3>E0,JQH/&9TSWZV 'Q0 +5T'C8 MA.4-:8' MT4S[XFN36J_9^/,R[>,J0^C=>/[/\Y&Z*>3HJSNYCO-6S%D(AB3DC$JEMF5- MV,8:NH^J)ZXS]":0!J,GKVA[3CKL+*0;\[4[T-8X]_INZO:5?]V7+.\$24^" M:)*-?0^-4F,UUR*XY9 WVB+@(@L0I#2*2<9:#5(8'B0/9F7O R.;\+_%!+2K MD_.RLX0@+4FH D;3%^6Q0/ Q@F<"2Y+)*]^F#>$M4O:1G]N7I&[9G[NP^4YM M8Y#8TE5MT_RK1^_T_.[%/ZOK;YUS ^M>6:5R)8J7#ZSP0M7%2Q2"SY,S)4_,'H9R;;RH++'FL$>JS\P@U&2ISKR09K\ M$!A:$==+5.-VK*6$8GE)"#PE6C?M6Z#S((-.,B1NA#+8)OWX447 6H%H;41B M-R'U71C3'XLNK!EF668ED7%;$SUYL&3U\@+<6-0Y&19,&7B/'5Z(HC7>]B[9 M0PES+,-Y53]:*LC*.&]20"A2NIHKXR PIL%RZY+R)27;IL?1#3(.VB71! S3 MOH32PKA8>R1?"Q+/+Z+$/Z]&B:^6,\#[IH#!^\F FX MVG;Y9K>L3N!CS!!T=74% FBC:,'C35X:0NOO3V@-8I5W MI-AT(.I[>M/&XNN6WK0%[P=+;\I>R1R% )^L!(6>CM'($VAF,281K)!MO*J/ M)KVI=SQLPO+VZ4W*%96Y 6O0TSE(:I"WI?IOBY(B,VEUFQ$C!YG>M)%H[D]O MVH"OAQ)PG'U5C^?U8@UI,?Y,3&H4;WS@;8.$&S=9\6J]7"&<,!,-DUI))CQB MT:&$$*V+)/1[HXT/O'?0(,@=M%RY[6UV7JDLH;:W )5)\7;.$K)5Y"PD@UET M&WC7/VU[*Z"Z(/CU=/*92,1\V=IX^>GYN^GQ\2_36?W@R"NL); 6F"6;4BE+ MBJ8B.S/HX-$Y='JU=?2^*ZLZK^W@0Z"]0KNWFJPVV#FD\L+[5SCBC#EM> 9N M9>U35 JM2&HP7 CN90HZ/:HML2>WR@%A;YBML1%P]A&:N,N7=;&L7ZM^.']Y M48KYZVPZGX^DXYHK%Z#(96OTK,"IZ,%RK[-QUM&"]Q.9V'PQW_?!IJ&.QH!I MX%[:E>-_7[>O%4N)9V.!:VFJ0]=7]EK(D2GNC0AB=6C*@5P(ZU;S?1?T?!OL M#)D>QX;TSO*+GXG/!<>WEVE0USHI 8Z'7&^\!"[1EB>NDR02Q^S;N&<&6N#W MS=)*=>H16+?WCSJ8_;.RK.QYY"DY$(G3[2@S0DPB GH?O,DZ1^S40.TP38L] M\OD?./[XB?Y]]AEGX2,N-9,788&_A/%L.;3K69PO2SA&)8J0=6"0 R,2+071)@#5UI3E$\-(F\$R2 MV:LRYM2F['RX-3[BN[\18O>VP3:"V\%[5AY>KG32FX>7J1E/!64&H6QM"&L8B8092$GE7)S( M6:6#O+TZ+O#[OFI\=;4 VF-R W6XL17SAGL)T=2V2[%DB$I&$$$5+%:QS ]< M0=QXS=]WW5 *8ULX'K(_J<.14U@TBM.1@TG12G.!8#A"RC0T0?6*G=' MRVQ?&4CGB=I)%T>0SX!.+YVIN3:L1;!8@A&&]"FU4NG:.OOHD(NPFSA\]BW6 MPRS!%M%X9XAU,O%:-J03A"03G=8Q1\V%%]@F:/D82[#[P\*]%=B;R.2QU*YV M6=/W"NQ.E1\[@&6((M9M)/UX4)QUXM* MCJ"0L$@V$27CXR1C>JP#Y \'87\& 5V,RAECP[ D5-EA)DFOA8$ABI3-!,!91M4/>4*[ WDG2G M"NQ-Q#1DL6G4V#D^EL,?Z?I23>E)>3!6VP,>FVS^9S7,Q'S B?A+80 M9*S-KDL$%Y?%QUF*I(42H4T3^?OI&CA_H3<'9##,?<9>MQQA!"U.(#9YR#+\D6[IE,C=K- M;T+E4\%-,\DT4' N+>T/TR4[Z,J^(![GYXGA-LF<-?)Z#XMZB1)I25CZHKB* MCL[QV*:2X"'*G@I:>I5 @^#N!F@^KWZF@Q*K8V;^HK'Z=XD9Y_K7U=]&62DC,IF.F((FT]$AT)6:P00E(I/: M:^:'.E8V)?ZQ@VI?=AA*"ML;%8R,XH4)9IB+7V(F1.^ED- MJG.]K:$X7,ROX6&R*],.)0YWB>!KBSIOU9-2M(4V/R\*ZW J0]Q)N19_>"N< M4DRWZ?)Y!T%[B>FK[$)@T^#9@R3N)Q+6BT [ M@&1W:>P%-C+K7(STX$,A0AW9=('4*RBR2$S"R]RH\>*>X/) Z&D_:-E$"#VB M9'F*OISDZ73V:Z!G35[5;*GQY./+2;J,5W"I5<@!I(VD_B1,X%PJ(%)QBMLH MLDZ=-(U[7S-\N*AGF4R;,+3O%KR_SJ9_O,#3Z>(W6B!>$!0T<])Q!MG38I77 ML@XU36"C+"5:E(IU"SJL>_J3$NS.[.M[ZU:"_A%F^&EZ-L=7KYY?D)23RB65 MZIRK:9NR]H[!R,!+$P(7443#.TOT]O.?G$QW9&&/_LWSE+,P>3'&C]._?ET,D[S-[./H?Y[05UDKA1,#FI73JB4TFIC@1@8"\H'96S'-G4/O>I)R;I? MQO;M,WS^B9XU'<^>3V>GTW-WY^5$OR"DYHJN#&;HB"'3!D(4#J3WJ=ADM&&A MD[CO?,63$G,_C.S1K;BDZAKH+L%FBA02-1A::'50:_!.!K L.J%+UFHUBG6' M6&\]^DF)Z2^]=9F(W/OO;4+X7'6$\('ARH2-J<1Z. P%28R);GT$V& M-Y_[I 2X \MN2\_L)KV/L^GDZI;WQ1>!WH'S-I!1IS/=]\B@..,UTCU?E.LF MO1O/?5K2VYYEMZ5G=SM",1PO/OTMS&IMSS624@JJN \UOS0H TX53*M3R29 M$UW9O)L4US__24FS!Q;>EJK;2:HOIG],WHT_XVQYT%\0I)FFZY@;R*C)2I9D M4 42%IC(/#)G&//=C-)U3W]2$MV9?;?EZ7?;I>?@NJ#$.J8D'>J0!*/SP@8% M,>D(TK'(D)6D5IM^WK4YKS_V24EP>X:M\2?LYB#ZFWAS3=VZ=CZ@MJ@4@F-9 M@%)$F0LB@.&*K@%7K67638KK7_"TY-D#$]=(E@^2^WU5QW9Z-DN?PAQ/9^/4 M5R;X T]ODA>^R8I6L\298D((I:U 98VBW1)) 4H^TF[T)8PV>$_O<9SGTTGU M+.-D<2-%ZM77"+ID424M!&0FZ!(HCD$0O@ IV-Y%90J=)D-%=AXBMD'&SE4. MQ\M,[QV7+3SB[*"1(!FTN)4"IRH=2TH*S49)6$@+=@%9JTV;J M]EZ6^WUK[!]%#;,?^EATS3<^K2E=(\TCXU(88%:3'N>CAA@B!\PJE"BYI2/A MX+?&U^5\AWY[% Q3 ;'UHJ[]9I18,L18#\QG3U:/L! T!F#!"[KO1+"N3;O( M1@OZ#N\AD-!W++3/-;TY7;)[\O$5DDWVKB;D?)C^/C__7T<:N<\R1$"LPW&# MEN!<9N!5M#7GR[B.);>#D?QT$7W HN\[&MQNE9=__S*RRJ-&A5#=O:"D#^ \ M63#%QFA#R3ZF;M/5!R#V.Z@'%7??4?%^K8OY8GJ"LW=XO'S0_-/XM!:VUY+3 MZ &3JVF3UH$GD((5RG/'F0JI6QRA.:G?H3R@J/M.$.AS=1]F(6-M)C-2@JFB M&"-F5\^_KOT95#9@"ETQ.LH<4K<$KB;D?0=L8Y'VG0?1YXI>3R>I]DM:X,CZ MQ%WD&D).C/2AE,$7%<$JR\D8D(6M#N : *57]'V':6NA]IW9T:\[?H''QY@6 M9^'X[6Q*.A"I/"HKI06SI,&7",JF IY;#XYSSCQ7WN<'PY.#4/H=N\,)NN]\ MECX7=]7@((B@ZA :'72M4$4-W@H/P6+,/-*"]/"VV? ])1X]6K<2:)]I.SMZ M 2_I7W^-X&(4N"]!LPC<>;H_BN?@LT!@K(@B7$3AVY:']KR@IXOM0T+"W>E+ M._3JO5/6<'3^\Y>'^7O>'( ;IJ4U#J*OO,V,-FER F1)QAC2BR1OTYBE MIP6T;LVQ+]SN0[Z'WN9#H!+. M2=I'HFU[UL?1&*0M6C810M_=!9:57Q>YZS57BY62(">LP\:UA,BE ,6*$2J8 M<&O8^'V5;]+\1OV^5R6W!K+Y;?*P46Q(5CMO$P)&23J30HEP=MB:L84[Y M8OBJ^?9HZU.W%]WV+.M[RUVOX>)12LUC F9$ N53 JJV8VF(!?TI)R((E= 8Z0C #&"%T6!JXEOF#-WV,T[N^;A3TJ.NS*O M[[2J&]U\+IM^E)Q3;23*=!V)D K=QD0'Y&!25JB+ZSA5<WTE% M:]MME9A92F2\TU=2MPO9\DYK!9G3&:&3$IB>5K>RG<2Y$_OZSJVYWA?O@AQ" MD"ZJMAR(WM,76ERL.<9HZ:"0VC&)W?;F[6<_*5GNR+J^$U#6]AQ(KE@GE 09 M+=(E;I<9,=45;(/!A(%4M$ZR?"PM&[:6YL[LZSM1XV8' B$*2\(6L/1O31F1 MX%-U:PB#-909S.I C,?:LF%[TV-KAMV9G3!877^Z[A:OI7N]U_;?^8;&]?W= M5K92XY_JS/92LM91JVR\-SX%8;3P5C"N[JKQO_-=P]?YY\A=](8 +.J=SE@& M'P,'JP2M(B.B'*P7_&.J\W\>YI_H#[6D[W,XKN..1HHS3JA]\(W&GC?=ET'4[WBH0&U?A]Y:>8R'5VBH%9#ILRGD-((0'++ A+ M/]N>F8;5YZY!899DBI@:Z4Y@J-?7/ZY*#S&FP]F)/ M(3=M(VQTS$W;1$;[23+J0.#WW+0M!;IYMM$6TM@+;*SCV4J;0$M)UWU1"N@$ M=[1A,#$ZR 7B<&?/X>:FM47+)D)HF9OFK(E"<@UH0BW%91:\<1Z2\Z70CTG' M)Y&;MA&_[\I-VX19C7/3DC<$3TEJ6!VDIDQ*$!06D-)'2W>>RNZIS$[87G3; MLZQE;EH6WDAM%3A;)W!DHR!:'L&8ZBE#HTE 3R$W;6NY;)O%@&4K\AR0@$+0=:Y$'4,Y!/*3=M:ECNR;I#$T8//3=O>]-B:8?O/39OA9YR<89AD#+/)>/*1N)2.SS)F M^G]J9<^PL?,:]R2CS3G8[$E)0B! P( MC+!>.$,M2]LDN6YT#G>H'Q@0.WCR^Q)OJURWZ\Q\=\Z[D<(<%'('1B0)*D8# M@0<)F9<2=8HNRVXZW#TO^>8QTZL4^O9 KZ/K-2Y>+ADP0F9%\(5#TJJ0PH2T M7)\E1!$]V1QD?ZANOI1[7_,=(?U*HF^'=PN&G>=GQ*!2SBE#1IG)$G((I"QI MP!1EM$+[Z+N9'LU(;)U]=TE%Z<+@=]3N+84Z,9).=M(8S]=Z1B=YXPG4A)* M#<6A!V\P0V3HK",C0_.VC64?1PI76[1L(H26*5RHDPPY>)#.T<&I8J)5,@TF M>\.BEX'%;I&S T_AVHC?=Z5P;<*LQBE<"B53)4HPIL[W+#K04H0&D5G1,=F( MJF/JW<&G<&TONNU9UC*%*T:)*"P#EV0=#($UJ8QE*%H$EA,W?G6*Z>-,X=I: M;MLRJW$*5[;::KH3Z 8@Z"AE!#A5/ 23(I,:9>G8F^KP4[BV%MT.+!NDO9B7 MJA@EZ,26&I0G"R%(3:=X2849CU&:)Y7"M;4<=V7>$"E<43DNO I@?2TKR]E! MR-I"-M+3J8 B&-%)F(\DA6MK8>[*O$%2N(Q#ICVG.[FVD%3!T\)"$L"RB)PS MY^F\?U(I7#N)[&M9;DC MZP9)X?(V"I/HH"\RLAJ6-!!K9V72HHT.= ]XU>VF#BN*.-*P-WCY\F[*4E<_9 MDW+'G03E$,%AL8"1-'E:G71QQ>IY_&W*KH>:WLZFOU3A7&92)+0>7>6'*[6+ M)YT3H+5=#X? MT7*-=\& <,[314-??/5W8.#*F!BE7W7##@"E&R1^VX#:7EK#A.8NZ3RZ"'F_ MQ=G[3V2J_QSFXS2*U@@K2@!D9,\I%S29=\0?:2*Z&*+5H;<('F(T!A*2#L'IO"_2=,$G/?L:-NFG55RN>?EC M[WNUD>RG_.Q*5VDIW$T;VG17Q_)JWY'*"GY%)\R* M.4V6'SJ$@"@@F:C1,A]=QUJ3V\\>3DGM@=/3_MATIX'/0^3_#<,QXM/%UY6^M6:C.!=G9/;OK:)?[(7'JRX*#V/3'ICL>B@K$BA M>.^1$XRB5-SCJ \"AO=2&NNR#S$ ;88ZL9,9",8$2$YE%&1+)3989\''-$SA MY>0S?7XZ^S*RV:J0"P(W2(>"*AS(@M!0E&>6)Q68;>LNZ'4YC\.GL EJ6XY. MV X%#7VGO??3?SO#.NWEZ,]3TI>0/O]F\0EGYW\;(HG%;E<^25"9;L!9"FF@HE&W#9 M.4#M=?3TA\@/:E3#_/F7+R-7= G$ M;="U(8AR24!@;-D51)E2I(RY6R><0 MUDRG4US@"%/-+L\"K"NR3AT4X(S6(#0MU7"5DQP>I5?T?8=I:Z'V71C2YY(N ME:%1K5C*,D#Y E!C!>.]2"4H4VZV@M@5UWS':5J ]EKJT\)S4T99, MLQ(35Z!KQ;E"Q\$KETF%R0YMBD:(MCV;>EK(TX7R(4C^SL*?PP#RFIG:3DEA M98F@'>U0A=*#TRY!3E9JKVTR_/#CA(]UUOJAP'Q'7*P)?QSTL/407 G:1XC% M&UJ;+Q!$("5?Z.+HCA*W"C4&<3H\SF'K!Z%U["CD-0 ^V&GKI-JS6I\"K!"7 M57:>UE4-UFQM*$4@RP<5PGL:T];W<%+WBH0U"-^YK&3#CN:>.:]C2I"*]T0N M4Q!T4)!T-BJ(E(L?+*?K(!K6[QN/#>2V!F;]A-6NIR5>%H;R$DUR7M:4C C* M*TTJBG)0&'/<,%^+:#:ZQM>\Y.FBH5?VKI'[;I&GHW6471;7C:S@6OA0,][K M."1>$D%21O#"ZYR+RRYU^YHG+OO^6+Q&^EN':_JN:TI@Z3-06=YBN"\5W7X!QWI I5?S65XW'#9LA%\6[1L(H3>NU*+-S>+PR[G M ?-"JC_3-4\XU:1*NN19D: #>F3"26ZZ%6'>\8*#T+)WD<.T9R;VW2Q^M<+O MLH.OK,VTG0:=0YT.S!T0MA,('FNODJK-=;.>US__:8EU=Q;>N5T;%-Z^.WKU M[,/1B[?/WGUX>?3^=9C5#WS&'6IJ'WAB;^6RFU"^4@DK1=+*6)D$"3)D'FJN M%F.DY&F3M=:C!YZ]VP6[3'7$_#;,%E\^S,)D'M)-6\DS(0LC<'!K:X]E(\&K M:CKY(*RV+KK81K=_B+)=58M7^#$<_X(X'TDZUKPD^\\INA:5,@C1$T%"6<]3 M$9@C:[+$KR0,?^CT*O=5A6$[UC:HX[PRR.Y8+QEE-_ZR-+^$S4QQ31H2,YYT MI1J?4"F!U$P5XY)RI8W#?RMRAW*T-$5,>T$=B@^EV_J6.KOC%K/V!5"Z DK+ M B$+!,>E=PF-$JE-B\_N-.[?T](,+]-!Y-; 9KY.SX4"V86BIKZ5VS3MQYG2 M2HKW@&4'$0P##D4FA'#& 8:@:SA>U^K##$YFI),;O4]MVK\.!8H'7";[P\0F MG&^ A94$,VV'K_^\_O MC_[K]Z/7'X[^3E_>[V#@W_6HWBS[3K2NF/0J6$OVC+K)T1NAH MC):CNQZZH[5S%N?XKS/"P]'G&V.Q&;T[,:6 BSI) CV'F)D!F7EFPGJD?]H8 M-'=0U"!'\688K1[C!6TPQR4VHQ=!:W(+BD&!-J$P; B;:?NJGTD M'MY)Y?!G5"]HZ9 RV(]@&C@'WH8O]>RN%LOBF@13P1D^Q)KCRUV[N#/N8^U.,VS3QE,YF1SD@4*4:A:ZE\I%71IJS906T?- M4+&1)DC9F;V'$O*X*R?)BH!)Q !6&-+_"TO@';$IL4A_4"))-ESJUCZ#&3L+ MNF,.Z"8,WTLR7Q<"O^> ;BG0C;/ZMI'&?E*'.;KL# .O'>V5HA!BM 98U%P7 MJTS$MCTN'D<.:%NT;"*$OG- G_WK++PG+>GK)''2W'4*6H)'2V>F9!&+O MSTY/CTD-3I<#C5-M*\E4G4=')K@4&KSDM'J1C!8FRJA+)]EV?>.3DGD3-O>> MT_WK^^O3QQU*J6M7W)1SU:)UA!"5ESW@V +7F^:,'3QZ_HEACG^Y[_]_U!+ P04 " "L40Q3^ZT9O[#5 M !,% D %0 &=R=VLOP"5W,@$F M2-$Q/65;(H'G/" .#H"S_.?_^OJP )]E7LQ7R__Z(?PY^ '()5^)^?+C?_WP MV_UKB'_X7__];__VG_\7A/_GQ?LWX-6*/SW(Y1J\S"5=2P&^S->?P.]"%O\ M*E\]@-]7^3_FGRF$_UV^]'+U^"V??_RT!E$0A8>_S?],0Q4E*HMA$,0!1&F2 M0,S2$(8X"GF,!8_2[.KCGQD3"4\"#JFD*40QDI )K/^& QH@$8F8XK+1Q7SY MCS^;_S!:2*"%6Q;E/__KAT_K]>.??_GERY+G5?[QETCW^DOS] _U MXU^/GO\2ET^'A)!?RM]N'BWFIQ[4S8:__)^_OOG /\D'"N?+8DV7W'10S/]< ME#]\L^)T77)^%A=H?<+\"S:/0?,C&$8P#G_^6H@?_OO? *CHR%<+^5XJ8/[\ M[?UM:Y?D%_/$+TOYT8SL.YG/5^+#FN;K-Y3)A49?MK;^]BC_ZX=B_O"XD,W/ M/N52G6YVD>=[K1J4Q* ,4X/R3VV=_7(!?$]XU\=8/8 KQ7WK"V,7IV^]P;W7 M^D$.#WBGFXLA5Q_4S5*,]>UNNKH8^O"(?7T6JS5=C/!9;+O9@;PP/WBC_U9W M8QKJ4*9E/[7JWH$JOZ[E4LA*6^XU#>;BOW[0?YM]S+]\G%W_\XGF\Z?BK_*! MR7PF@P2K,% P2131BU"*]*H5"B@ER2+$4H)).EMO/N>97,+?/C0]E\VWMOV# M@SSKEGF9RV+UE//MBO:P.+5,Z17*K&GXER5]D,4CK5_0 ,WB7V'^[P;=?_ZR M!>]&UF)("A;C2 _^J*#]?ZTTK/@>B(59WU?YH< KWB5P-57, ]!82T$:!^5$ M./7*+T>#<)TW$&C.SW!7/_$+7VF[Y'$-]V@T=MQ9K.O5V?&KF-!=_0!6N9"Y MMB]/P-Y\.T\%_$CIX^S#TZ-6'\;(I(N7M/CT>K'Z?Y>BZ+/]M-9-?!Z)[D U(\L +88]= !@8SV $-_FA@>U . M/8G:KK&%EK%D2=&"E6+63?YB-,HOG;J]4#G2]GB 28 M9(1 K+(0HDP(2"AAD'*54,*C* T#%QWBU/O4M(K!"4J@8(,4T*4 ;Z__!OZH M,+?/%P^C8:=V!N-X8$5T&;W.ZJ@735X5E!N"4556+W(.E5B_1OJIM;=R?;OD MJP?Y9E44,YKRB+(0P0R+#"(E*22(:?LG2"4-XEA1H4V?S2G/V2FUU[J36FHY ML/(Y;S0X,"_1N>F>?C"@,%.?:6D0))$$@H=[5*A022?3_7#1]?\I& MT.1;RL"/>O-:_'0)12!!#)3*^6A$8PP1R)A&0B17CV6>9L-3AW MN[U,_8.S6\QZ4S'P8F4XN*V_( /M)W"]7N=S]K2F;"'!>@7>T5SK.W_KU4DF MO*Y'^SV,NMZ<%.YP/3G]D-MZ(>1\=K-OV7$OAFJEO^W@_H_'N49N@:]UHN=U^;YQ&[M1OA;PN"KF>94$21B+,(),LTD8D MSR A 8%"FT-9%$4Q$\S%(NKL;6H*80,6+ S: I0N-7"EX%,A 360BRNPE.T+ M7 _&.68!CF0,189#XYJC(&54_P='^@>A" 2/W"PI;YR/8UF5 (WQL$OR:G\H MZI_[Y-W.%//&Y<#Z>?OIED"OP/OFT]5@08G6GU5F18I7*ZV[QU&M-BOA#ZTX MNY?Z*?073\5\*8OBFO_S:5[,S47+NWSUVERZW-!\J3LMWLG\PR=MFK^@Q9S/ ME$I#)#C3)$<2(A%&D(1A#&.:\3!.(A0AZ:+C70%,3>TW(,&/\R40J\6"Y@70 M P8* ]EQF^P\&G9Z:$B.!U9-#72P@_T*:/2@A \V]&L!0"G!%2AE\*>P^K+G M58]X&QO.D9AN>1KGM*\+!$#[;P*P--F[W.W+O? /6F MS^\UD#N,<>^">M-T="'4OZ5^*E&WNGI:KHNWJ[4LWJSHLKA>"HV"+KG6ON\E ME_//YKSVQ;?MW^]U5]=?Y\6,X$2&4B0PR[(8(I9IY:BB!#+,$R)2DH4H<;$- M+P$S-3MQBQ 8B. / ]+Q[ONBP;%3D&-1/K"J=&3;61'ZH,FK2KP(T*C*T0=U MAVK22YMN"K/(U[/W^I.3M8,;52K!7&609E3OBQD1$/,LA2QF4< 23)/,RG?P MH-VIJ;$/:[W*%.LYIPNPXZ3@Z,QS2%ZW;KJ DH'53&\VK!5.B^Q=ND._LJ,W M]+\.=<9AFZ-,_Q9!FIG<]NN^=Y770N1F(UG]\4;O*L,91FE"56K<6Y#9NR4A MQ$3_)TOT3BEA62I%YG93>:*7J4W8^NZMAGC5_ 48L.!N:>F0T$VL[3WEA72- M\H.)BZXI3S5ZLAWE!V"'=]0=CWL;^)',RH3BF.E8!J'>O:'4D$: M(0PY#RE1.*626>U+.GOYKB;^_9?5Y1,_NF#B.]'UG!._BRDO$S\:9.)'SS_Q M(Y>)'_6<^)O@(?Y)BJ>%O%/O)(Z>_=)5+Q0D!34R>- M/"9DT>,>8P#*RF&@&NP#O]\_55Z>E_\\^G^:/9@/86KV9"4$*(P48%Z*828BWPA23476^/_P'5D<\MST&ZYN M#3C.( RL"&O^2P% )0&X+15AP[\1 FS\KU[:\.^68.;QT/1=) MOI?5Y[*6>NZUZ4*:"[:;KWRNK43Z]1W]9@S(ET^Y">":481Y$F0IE*E>A9", M8XB92F&4)%(D$A/$G5Q$S_0W-A9_H<=Y-I1\#1'M+RM7XJY;W\+)=/\K5& M>])J3TP M3&ZAWCG2YLTLTT()"?*-FU"U-/&#TQ>P:$1T6]S[C)R=SAMX/ ;?C9P^?]G\ MO!1EY]\;D:IC\!U_OR'/N"\@V:OJ[(-C5#5Z 5&'*O62IOHZ$;R>+V3^DJ[E MQU7^;98D.$VS4$(A0ZTZ58 @XTD,:19@H1)*16AU>-/2_M348GT=7F($#4A7 M;X%]!FW]!'KS,HZ'@"4E/=P"3@I^@4/ ?GLCNP*<%.;8">#T8S[R$OPN38RL M%->?]4\_RO?2.&-N;[7RAW F,.."4PE5F"J(! T@C92"7"&E4(0%39VN^UT! M3&W2-X@!K2!K"ZC&7-_Q:Q /ET306XR)G:$S)-,#JY&C./L-ZS5\L,%?7]C? M=[%^8>B]/74#1N-;@'C& 'U[BKIC]AW:Z7$EU<3#2F&2O,AE4>5+SG/C3VU\ M0UY\VS[RCGXS/[K^0G-Q]U@>![]=+3_+0L.K_OUZE2LY-\5)GHPK]ITJ7RZ, M%V7*993!@&091(&D$*N8PICQC"="4,F)P]7\B- G>J7_.S5RFLC-#>XRBT"9 M.< VP]Z87X#%M=B$!G2DXVL#")3B@%V1P8[,X,4WL/M<+3UY& C>OV3 MG:^BDA[Q(4,:[OQV7V[T+WY&[[F&.W/#5PX/4IK:ANH$-2% 8E XJ^R2!%FOOI;0,?8BR M(:2Z\O5>Q@(Q3!#*87* MI+=!/(@@QI1H0Y\1$B0"9]0MC>.I7J8V7TN0_3(%GB31\C#C4FJ&/K$H66D2 MS&PA>CR3Z&+ [\'#R9[&/5WH$O;H"*'S85^N^->.EI2=_J"#..($HYDQE891):A4D;=WCU!2!MIET7XOR6O&Q_KMQYFIN?.>V M:[D]YW:ZPBN3 ^N-%C?[&C!H$ _I6=]"SL#^](>]/K,7?0L)YWWGVU[LZ;!" MBT_F_TVTVF=MO2S7Q7N]"Y_W="UOE))\/4,%#X<&-[4G:T>Y($S MH(B##&6IV8QG)LV8HA"'F$..] HG Y)AK/K[+;3V.S4C?==UL_)/8-I2T1]G M47H0:E-3=V6"R81T_SC:I-AI\HG MVZ0L3=(412QE,#4%KU! .<2)*,/Z4VKJ7X72ZIS4JK>IZ:<2+R@!;S,0@1JR MPTWG698M;CU]P,FJ'ZOLRU):4SHO1LXV,=TEJ*\_>A:GU2^YA(J]JCZ'7 M\X+3Q=\ES5_KGQ0SJKCF,%:0LY@8K8 @%H)"05F0(IJ@2,:VH2(M?4Q-%S0P M0843&*"@1&H?,])&9_?T]T32P).^!S]. 21G&.@51-+6YFB!)&>$V@TF.?=H MSQP73ZR0_WS2[=Y\UO\QR>*KG-XSC",L H4@#;'>I@@20,Q2X]B$@U2%$:.( M.F6W:.MI:A-]"Q242.O*"DZ)W\_3:[<9\4+:P!._)U_N&2W.<>$WET5K;^-F ML3@G]%'^BK,O/$/DQ4%Y$RR(,1!B""3RL2>9@P2 M9,+VE0@#Q"47:3A[+ ^K/ZQIOK;8; P.VF4.'D(?TOBN8ZW@)MJJA X,=F# M@Q+]%;A[6A=KNBSOL9C\.%^6 5G-J?$E=1Y'^FABC 2-LA!FC&.]1,D TDPH M&,HP2?3^%/-(UA_-S5)\GY], _SY/YB][T76G\WW\[%8;+$G-?Q#K]K>XGF. M@CM/?CV3^A9&C.+Q^DV,%,!S%"3]T:"&YE81*#.BGTM]4&9(K[Z!U58U3"6N MQYKX04-ZSJ/X?J)YK!GU&LACWVO/2I [127OU&'UR1D7) LE3J"IB*O-4::T MC1$',$L19TQ@01QK/79V-[6]\"Y:(+^:X7.\H#M#K]TVV!]I Z^J>WQI_7A4 MO=9C:48K3OP67^SNSL@URO M%Z6ZFV%"&"-ZFQ(E"8*(2+W5%6$,$Q%E>O.KE8I=!1:W;J>F6?;R8N7;_:R9)@WV-?_GT[R8F[9-8CEME^NV]=^*N2C]H5:Z\Z6\ M7A8&5V! #X&QB74"A5[NK#XY1C;$+B#JT MT"YI:H"<>J_F15ERVSC OS-!Z=IN((%"3/$,$BXE1%',M.84",J(D0#I+UO$ M3EM"5P!34Y9'QT6BQ@RT6([;1>?!L%.&0U(\L"8\GTROP5_&()6!2]QOZ'I/ M\L9+IW<*Q'32Z750Y)1.KZL=?PG6-[F&ZQSO[R5??5S._R7%+$J0B#!/( \H MU8I/[V$)QQF,:((03I"D*+TTMWI[]U-3>TTM@WR#L"IKP/=R?&\RJGO,I-XQ M1';J<#CB!]_;GLZ?OI,FO1F6+?YA\Z*?YVWPE.@=$)X]&_IY>FP2H5NTTN/, MKK0Q_>,5_K0SVTT[ZJ,Z/\2J[I?%$T0<$KM5RM9;&MX=+$!F^/BBC+ MF!!1 %.BM1H2J4E'R E,D8IH'#&I?V2MT#P FIH./# 6RK.D'VNI?@(0[,9? ME[+M5,S9AF*['_]Y&V +O3ORL VLJD<<,3=]YI'F3A7HHY_QM*9'5O84K<]V MO41.%)O:?9AEE(1$01F:_/$H2Z'6LQ3&1*DP)8)%@5-:R;:.IJ9+#^, "IM* M?F[4VNUN?1 VL!;KQ=6E$1-'1 P9,%$\3UW#Q\89PAZ_#> M5*N"F,@4)@F+(:*$0L;UYC+3/R4)3Y5(G2H%[S<_-470H'.]"=VCS/:2LR\1 M@]]?5L \!CQWR^SYPG&OBY'O$D^)=WQ->/*IGDMY;3/B,2J@)YG7%/3#[LF^JE[_@*P;[;W M_J6 KN:%I^&VM$;&'\2AC9?QQL_=Y/'+ME\+R1.V<0TJOX0>V5^>F[_,:^[E MZH'-EU6 PE)4U5>W !RW(6Z-3FA^;^;T#O(R7VJ)?7=F#[)KZ MQ=?*C9XV-RO'5OI-KTW-G35=R^)V^?NG.?]T4Q9'K1P>3-6]),B0P 1*D080 MQ41!C%4"4R3#5*29RMQ.32SZG)I=M*V;592@C3?\%P,;R*HN[ZH&[F;NV+!O MI]$\& S@HRN#M'I[/J5 Q*%F,TBH@,)21EQIL@HY!DB.L]'(F3+$I(DEG=_I_I9VIJYY0)KQ=VC?1R7_:2 M5S=SZ0*VQK*+'(CRX7.^2\/0?N5E7\_M.[XKL(5_^-[C/2[:2U_+HKX_VEP/ MS3),A4Q-ODL49Q!1)B##66 J N,T82()D%6.NXX^IJ8**I0[]ZD];[9;&+6X MK+Z76\"]]N['MWN&<>[3&37\^7\[5\,_]LHNOV M8GMOOCY*4_Y@-P#X6NDY5272>\IG.(FY$C&&7*02HE1ED(E00)Z(D(6)%!(C MZ^E^ 9"IZ83[3S*7U"!T4 "7#(2%EAB)WH%5224%+,4XRA1P!1I1P*XL5Z < MBB:[YM-8@^+@U#C2X(SD_SCL(+FM"QZ8[5P\+FE_O!7& PM[RY"/]GK>.YY+ MC5.TY<8I_V-R.UXOQ3O]O;[57W"=6#2.$B&02&'*4P81,3D5%5)082QQP*(0 MAU9FZY @I[;&50G-+LGS.L1(6MXO/O/X#+Q(N@R-^VWA@-SYO3H< NBX]X@# M4GUTJ3AD7SU5OQE4G;4(> MZ8+6!Y_-5VQ3/4^&L0IE:%+L09E8"7FW0=LF&J* Y _-9>PYZG*. "Q [B& M>:KN6&6'W+A_4<9Q)DD,6<($1(G $,/\5PS$_H\:ZB@Q IVP0[RR=HRX_4C/MOIJ)^U M+06''[KU>Q>5Z*G/,PJZ%#N;G^:>M0I=D(AE/"-ZOR'C *(L0Y#$*H R1C). M29H%B55 FGO74UO>3M2W*$IGYRI_;E/D8N>^WR7DI,?06%Q_#D;XT)L&WUSW MK2CA0)ME=0B;%I^CTH.#I"U5&UQ:&.@:[$R%B&LARET 79@,>8M5\:0_VLUZ M'R<*9RE34,I86^LRB"%.(P4S'F4H1"E.(JMTZZ.@G:1VA*R[2A"KJP35S^U5 M";IJ9O45V H.=B3OGR1@T*_&T]W;6-_"&(K[V3\#_]=[/H9GW'N^BQ!/Z\+/ M!_G.-W]>.NUAGC<)P9H.BEDF41(()2'B6!@3/((L3A5D(F4T36E&,WL3_*CY MJ2TD#4! &X2EX?<@J:&X5!15O4/]P/\\%>O2Y'"PL8_YM;"C+V)M8)6[(6P# M[B(V'/SW+F)E)*^\VS7(Y:-NL=Q"K-0F.^'V^_*5I["5CLZ=P?%;XUG_K8CW M+/SVIY['BO^;+(RKW5(T7G?W*_.CG:*C!^FP;[[*G,\+^<[< LZB()2"1Q(F M*(DABAB")) (1BS@0B$<1[%;[HUG%6=JZOM$C=@&+R@!7X%*X%*KR^I7Y;7> M)95AIS$6(^T%QOM@OJ/-PLY'M?&T7J_*'^_5KSY1%6'_^YS.IL+/.$]JUW&A M2-_5ML3/\/G>MWA"U>?>87-+_UYWJ%O3?93GA-=\/?\\7W\K3PBW3C,TDD*O MT#'$6<0A(BF&1/$ 8D$SE*9*2F6?D=BQ\ZFMJKM.-%R/.UU^^_<_X2C,_F.O MHG)=)''C]J3'W13!==D0N(Z2S27$<-R/Y;MTI\ 6>WT)T: ?Q"WI$N*Z+R(< MVQSQ*J*?M/N7$3W;N%"=-9F#;Y=\\21D4XOB/J=";G];_+;4;;]9+3_>R_RA M>#U?TB77LW;7W?Q@=@D1 K?P:A* M?/,)U!)O2@.!4N:=)PI02@V,V*"4&VP$W]VA%.,L $./E/6J,1B0YUEJAN:U M=7T:O.-^IW.;T[[E89!KL;WIV+'2PR!@7!*]),4*HHAPR&2F%RP:Z&\HR608 M$9?3-+?NI[;<_'IW]^KWVS=OP/7;5^#V[?WUVU]O7[RY 7U<8QT'PN[L:3AZ MQ[KE,"<\A]'UQ .]K9(P_CJ"9U-8+7YN2]&<%&//T7L"L@J"0$&Q''L9T]LF]M)OOH M\WDL8H]LM1J_/OMXGEOHG1/S*A'I+,8IS6(10FK\Y5&JK6"6!)$VA57(L4I" M%O!9Y;NB19Q+_8M&[CNZI]\;[$K2Z=RXMP["I"[1CU%^5_?BK23[ONIN[\C-8A!R M/JO2BE\+D9M2"";#>'Z_^K*/J\R_Z[4I3Z;^4"JI435UMCJ)<+(1JU(/-H_VV!.71NTGD5=0II'"J4D*T M12]5%$,4&E=1B;5"9X@E48JT"6AUJM/6P=2F=HFO?,#-Z#HBSLYFNH2.@:=P M=1E88AL@\5:;X%[-C*-.1K42VD0\7.1;G^N;U&%-YTNY.5>HOT>.<)JRF,&8 MF$K+:2CU)EUA&"!SA,,85I2Z3.33W4QM.C,Z <;*KD?->=(E[G.VB\^E^FN"59.O;9;'.RRBCLKQ, MG,24X22 48I-Y3"$($TD@1%+LSCCBD8R<]$"QUU,30,8A& +L5>QGA-$VDW\ MR^@9>-([,N,\X=N%]SK93W0SZD1O%_-PDG<\V6^"WRYY;NJ"O)+5G[?+=[E\ MI'.AUSB9Y[+T<%\6YI;A;OU)YM4]\BR.4,H#XU9.D-!* ">0<"IA%JA("N#&Q 2]QN&J3G2-EI MF0&)'T<3-0(8XZSZVT_FXKL9@QI^.02E +7+BS]5=1F#7M593RBCJKS+Z#I4 MBQ>V=L%!QS7GJZ?ENMCZ&M9F?2Q3+E&2P$0Q#!&),<22:3-)1#AB<1"&L?NI M1UMO4[.8JHU_@W;'';C'B4@KPP['(SYX&^6LY 1E0YV=QVI\1O-,9Z\1KX_E3M6/> M*S'C-2SVSPK7M!B7FP61:S\D)*!C_:/$+G:5)VR-TY*T^]-]ZT[$"]-R^[GNLQ M,7?3T>^E<(V14)@'$J9)$D*420:)2!,8\Y0FL1!4F^+6L[.MEZE-T;WB#Y>D MRVVEU6+>^B!KX,G;DR>W>7R.A\[)W/KR>#/Z'/Z]:7WVX8LB20X29U2>C*_D M)I/?\LFWN/=S(O7]KD%M4&M CB,(4B M5+'Q+@HAB2(%E8A3EJ(L5,0J(^W00*>F878C3+XTZ7YHG>ZGJ#U,Q5;@G\!3 M486;K#])P(S4Y7F;J.7>AJ9L$E,Y9Z,=_&.Q4'H3^00&UIL3&?V^X2J##8UE MZ(K__I\CC&4P%EM"6H;K[X+P%G;>>9:U.,^^72T_EZFB*M?9.U5)]'ZU6+Q> MY>;!&0YB2A!.H=)[2X@HQ9 D0IALBC&3$489LDK0-![DR:U3)< > 0[##JS= M\?2TAFOH-<5C",1&\"8 PBQ4==S+'T9\4,OO.\'Y*(/E/U1B6-CCQTZ,,@PG M@RG&Z=EO.:X7WW9_4[H?*]$4Q- M5=UW9-@S"?BT')>GV.LU5!8')T,/P"@>&J=3VYG,=X;[T[GMAN;>H=K$T&,P M4D&*_O/ 5YV*2XCL/$/JU?!XAT.7R+UWZG-10_VLXZ:PM3;>F3E0TI^HN:/\ MN)S_2XI;H7N8JSG=9,LJ+SKR,L_W&_WC^6*^GLM"_TY_X>)66_)+_7U\FR%! MN IH E6 $41A(B%!+(!1%,>[O/G*/YFEZ?4JOWN4N4:[_/C&N)\W M6+[-J)2"8FRRCJ47L&JD 0LCCN,Y_R5C9WE2,\Z(#'UT8Z2 *P6U')5J!XTDYDJW MD06H50XVTH!2G(W6]ZC@/9#J]_#G CSCG@9=3MS1\9"')B\SUW<YZ M<#SFJQ*PCTRP?8?'S@/2Q[.<=Z%= @PK #?Y"$K1'P;CU)2J1@9K: ZGN@.-G\69^_./RC.<6E@?6ER?/K0 6TD]G18/.PR= MY\D#=3W>B?.PW.V=20_R3R&!*SE?(9/]W'[W69R*M-*5SQ# F8;<;PP-M/(UFP#^/M(W.Q O;<;K;^_TI%J;4A2ZHT?3PQN]D-ZNY4-AEI@0)PKI708B$(5"0!R+",9* M)#C%A"2A5?E-^RZGMFEH$%^!$G-57[U!#?XPN$$)W-'MT()\.UWOE]*!-;8' M-IT5KCU!7M6F1;>C*C][&@Y5F,.;XYV/[%1*.V&_R_7!A5"<"(1BJ@=[&*F_+7-) M%T8Y_4KGRS>KHDF0I<*8,BI"R ,9040%AC1*,[U+IC@+S.\PMKZ&:^ME:HI@ MBQ,8H.!' ]7RE+2;3@NSS0=) \_\-HB>#*)S#'3:,*TOCV=VG,._9RF)*8E3E"8TL[I4[^QE:K/96.ZU M-]$FOI#@,FF0Q3&-)00)0&H5:<$8-1DL99 M%J7LL\S9:C2R=WL;B+8*>SA(6#WP_V4\!N] Y2RQ0&UO@LI7CW)O^O9_S5]BSKRD0[, G>T;FX D8&4 KA3_7TYL^K6G)',:K*ZDW2 MH3KKWU _5;<)B=U&S=Y\Y8LG4YOWFO/\R7CE:X4AB_6UTG]>+Q:K+Z8Z^.M5 M_C*78KXVIN\L9@&A*HY@@I-8&Z@)@RQ6 LHH94&0*A23T$7_^8$U-:7X=K7> M#3"_ DOC^?E4K+6-F^M?E)DQW+2FI_&S4Z7CC\K ^G6;6N']SJAL9 *U4*"1 MZ@I0(Q?8"%8&+U6B 2.;/[7KEVNONM@3M%$5M%\Z#[6VY];[YNGZ+)=/\K66 M_>5J6::J_'V^_O2RUB_;H)E0"!R&$859)A5$,J20A2J"(DP3' 5)C+A33)-M MQU-3Q^]O_G;S]K<;\/[FY=VO;V_O;^_>NJ;HLF3<3KT.P>/ "K2&#,R$ PUH M\$6C!@UL\,<@$4FN9'E.W&79^X2]QH:[>[P%/S=N\*3OW_^Y$1OY7K&)(OB0"9:'](4(A4E MD+(H@CS,!&<1$7%&9^O5FB[L+ ?/^)PF_@;E<-_^O>GC^9(1F1&SLSR><1P& M5C\#)2#20DXS]= .^Y--.F0P?K?IAG8('C+1T&XW?:MP5QO.NDRMJ?(]0QC+ M,(X83!)"(0HSDSI("H@X3M(X9DDJ>>-M;*?!3_1B-?OW/8,'UL,-R*9LMFN1 M[&,B[=1J7W+&J@Q9LU+#NP(&H,_JU:W2>RY-?=S/R'6G6P4]+BK=_FB_:?YJ M7M"/'W,SC[2^N5/U)J[,!;(]@! $J8P'5$_W1$_W.$HA8Z&I:<>#",=2"NYT M/VG5Z]3V8;O):\2> .8G>26"8S(P._KMU(5W4H?>VAUQV!P'#9F*QHDEKXK& MKN=158\3&8?*R.WEOL[JM9?K>_FXRLV5YHBL9I$SK M)AS"E 2$:9LDBE*K6O;G.IJ:$JJ]KVNP8(,65'!=G=5;V#U_7.2+LX%U3%^Z M>CBK=W-Q@;-Z2\,C.ZMWBW?LK'[F^6U7DR;CE=Y*O*;S_&]T\;2M MOI@$+$AB3*$RF5)1%B:0A8)#S@(2IC$C-'"J23.^"%-380UP4",')7031"*! M 0]*],]4/,W^P[ SRJ8]W -KWX&*J]E]0%Y+>3[_<$ZS_)J]&-]G.3;G81JL M/)L[DC[U[#_FJ^6;-R^;*+"8T1!E%!)%,41A'.BU3Z^"A(3FY@':?BUN3"O<9LC(UXB!X6![C)SK=BWF="^.1UZ MGA]<4;[X!AK(X$Z!"C3X, B=#C7!O-,Z4A$P'_0Z*E@7IKKUKE5+(ZIC%\GV MM;33F]XJ =PH)9OH?-W7SF_"68 0CDST+8\3"E$:2TA92"%% F,1A%C9Y;7N MU_WDE/H6&S!Y_R_.\M]%O=U&?3A"!];HIW/\;[!7VV*]4N[\>M#$_A:L#9W7 MOPO"ZMB-%C['RKESYC9^W[GW^WCZ9 MC?F=TB:>_AAG@2""PP!/]31RS%^'L,;!-YU-3@'M RY0HC[KI3]0U MTL9I -Q.A7W3.M:9\%[8XC[/.] 'C44\R]?0@8;M )X[BO L-18A@N?;Z%U% MZ?.\T&V^7N6O5D]LK9X6UYROGI;K8H:4"# /0X@S$D*$: *IC%(8RS04(<5A M3%WK)[5V-C5M]8(*("3;1 .6.[0J HBO]((R=SUWZ63:3DWYXF]@M=1 VDN7 MM9/^J@DE!#^:6)*\H(OV-+%]ZB6=YND716]!/5D]422=>&T^#M&/>F_ =C_4[46BJW+U?+19Z4V&"G&9QP&DB%8CCZG-TTW)R3\,2%"C="RS?(I+NZ.""QD:>+JZDN-\ M"M AOM?-_ZE^1MWS=PAZN-7O>K3'4MPD?'TE'U?%?+U9WNL[N"2),Y'J93DR MF<20U+.=)J&$&0L#R80226J52\BBKZE-_4U.XQINK\W3&7HM%FQ_I VL#=KY M\AVF:$=)YYI^IHGQUG<[6?;6>LM7>BB#M^:&XN%1KF53"S$)49@DH&]2MC_58Q[N^&[5'Q0EJ5YM)86P^9Z&K6)W3L/CM\:;AJV( M]Z9A^U,]IF$9>5JG]JB_J)C0% LJ(2,,F^*L1&^!*8.$\"!*6!ID@54854O[ M4YN()4*PJB Z3,43S%G,Q^&V\^MF/>FY =C_6L MU[E:?KR7^4.9FEFHB- D%3"6/(2(IWI[BO2R&.*8A F)),MBEZB#W<:=YN(( MP08&&]23_J%T:'&LM[E+FMW14U\JACXBWK#@-X'U*7']%K7<[6#<>I4G1#LJ M17GJF9Y!?7+]DA:?2I<481(Z_%:8BFBW96JLLD;:>OZYNF!JLO-AFA&BM$VK MD,@@2A,%<80R/9<3E*DD2:6@3H%_SA"FMO :^$ M5E^*JMS6O($.Z ;[GQTC M!MW'Q4Y3#,OVT%M=N08EV0U\D[/H1R.!YOPGL!$";*48)%=A?Q+]QC*ZPQ@W MWK$W34B ]!\U.F(9MY3)980= ME3NYL+D+"DR:0(IYY>1D$IC/DABE!+$(34_GEJEB_H,6\.5!4,8D94A(FS%0UBV,$,4.)WCEF*. ) M9A+;>PRV=#*U2=[ ! 8G*(&Z)/YL8=+B:-8#/P//[A:$OA)W=LO?G:JSY=T1 MDW-VH]]/QWGFV7Z;G]?SY7PMW\P_FSW66H_;?.-\_&:^E+=K^5#,I*D1+40& M.6<)1$DH(%,!AXK'*@PQBI/(*>VF3:=3F^$59EB"!EO43<3''P8X*)$[.B%: MC8#=ML4WKP-K!A^4.N]&7#CRNO6PZGC4?88+%8>;"J=W>UXH[40\+$5Y7_5I MM=#O%S?_?#+!25D219*;T 01,X@"'$*",(99HO62C (6BL3IDNE,AU.[>+J_ MN[]^ ][<7K^X?7-[?WOS 5R_?04^W-^]_'__;YWK=-PK+TL*CJ[! M;-_KIVKNUI]D?KODJP>IFZ_CY[?7+<1DEI$D@%0%RCA;9Y#QD, LBQ.>J42K M'J?J9=W=30D7_%CG:_C)\9+K#,-VNL0?;P-KDHJR"FFE2FJL@UQ1 MV='B5:N:ZS./H8^J^Q.)X(X]=7''UX3M96'!]% MOX7U6HCR]H(NWM&YN%V^I(]SO=&>484#0@2"299$>@6D,:12(IB%42:PRL(X M92XK8$L_4UNJMC#!H\8)M9+A%5*W%:B-5KNEP@-9@]]!;'@R$(TR?GF&)V=E M>X8%KUJQK:]1U=<9@0_US+G'>]Q _D72Q?K37VAN7,.V%41)'/,PXB%4220A M$GJ[3F080L:XD((F$8JLO%8[^IB:(JA0@G^G#X__ 6JPCF586\BTN(.\G**! MI_\A0-]A(MT$=-Y!MKPZWA5D-_:]&\@SC_:8P+_FJR^_:]/BT^I)3Y%MQ605 M9IQR B.AS'D;R2!-!8<\03)+D4K2S-Z#X'0?4YO !B78P'2.H> O0]=;L)Z)RZ+:^.-W6[L>]-W3./]DH55A12MN0@NU^]D&:5OU9Z[OQ= MTORU_B!FD4 Q%RB"A*#0I"G2ZW(68HAC'"$:RR *[,LPN_<_M2E__TGFDAJ$ M3LG%G&FW4 /#DCGTM5T)_NHPI^;5-L_)%;A?@1>RM/VO0"D',(( (\FPY#LD MT!QV$$;*ASG48+@FE.M+Y9F$<\[-CIF0KJ_,!PGK>C?3[TC'!/N82]S/=&$. MFZ[7+VF>?]-=_XTNGN1,D)131@7DD<#F;B.$)" !C&1$$R;BD(16BX9==U-; M(\H(.+F%ZW:LU MXZGIEEW'L>K@:"S7,4>WCR$('MHF/>E*-HCWARL[HWJ7/8]'B"LEKMYFGKQ$ M;FB^U,JO>"?S\H+M7GY=O]!R_&.FD%18,&3\63.(D DM1II]EL1)0A$->>+D M<-;:T]1TTLWU^[>W;W_] -[=O B, M,QQ$@0IA%"%A_-\3B"G*8!!1I4T;E"8HG#V65_(?UC1?6YRJV?3K,A4.>Q]N M5N@=JQD&P*C^<8<334^N4\9XG.$4(BXTUV$B((D8A0K3-.-89OJW-=X0/-:=F17WO$19 @$D"%5*15M$P@23&%"&SM:6J& MW/;\MPX8<,V*U253][JY.$(T)9($9O>7&JLC4Q#'',. HDB**"5A@#W%7'? MF)I:T=]8;-Y"4+VS)0+&$4(Q MDY*$U*F@54=?4]-P]R9P')39=._/9M-U)M;2=O)#U]#64QEDN9]W^ ILH7H. ML.SFPW]T94M_XX=6=@M^,J[RS"L]@RK-.?QM43Q)\>HIUX9:%6U2WAWN9C/? M!.?-)$=!1HSO0"(51!&BD$9I# 4FC&*,8\;Y[+/,VJ?R"8*;:7<*@OT'R [=30HZ0,KJ:I00P4>5.@W<8"E M %>@>J2I8+ 1PF,88%_^_$;R.:,8-QBO+TE'\72]&W)3BT6^GOU5&VX/3P^U MOW<:XD 2PF& $=);1B4APXE6?#PFVFC*:*RLLFL>M3PU&ZD&9Z>=CGGJUCH7 M23^P-JEQ>72";Y6V:^[KEW;FO?[7X9P_;G64N=PJ3#-'VQ_HN8?)/])EO3MZ MJ>?T:C$75?CL4KS3 ]_XV]XIO<6B2SZGBP_Z)U58[:MYP1>KXFGWECID/$5A M@&% XA"B(-$;'Q0RR%D22,D#I63BM/'Q#'!JFN#7F[YF:1JZ37JT-2I!O8#I6=SC)IYV:O9BE@75E35 )$&P1:K7I^]BJDPF_915. M]C1NT80N88]*(G0^W*$)43&E&D7UR NMNIZ8E#/#2,MB#[E)3UIKP;JTQ'(T# MJY&2P>M#!J] A1C\4?]I8TA=PJY#?.,@+(\4UGCZ>_W95]%?5V:ZBP%;MS9B MD6!7"?>+!SN_W<^,^S5?%<6[?*7FZQE+DS#+5*:7.FK\+U(.62@"B!*E%$-9 MF++,);GT3MM.RGB$/-(E-/!88G.STW8)L[/.>M(PL#*M&'C7S8"S_75"5J]6 MUV[[H]I:)P0[M+!./=(SKJ\K(+E.1U>\>BK=$NZ_K&9I%"B6A!(J0F*(1))" MBL,,$D812;)$!,SI",VQ_ZE96OK;B1VC]QP)MYOX ](XL'*P26FP7@'6I#0H MO:.T"!Y#_/IQYS?2SQ'#N %__0@ZBOOKV4R/#:/>@>:F^5>R^O-V^8$N9*&W MI+J?\K0C8[%,,Y;!)(J,\T(J(8VEJ9J79H@& 2'4*JFS77=34ULE/'.*!!XK M@ Z[E_/<6NP)O3(V_)%2B1$T8,'M$E0,:KS@W1D&W38KUL1T;E+.MS+>YL1: MHKU-B?U;/=V=Y$+_]N.O34187Z"GRL<%^5FW6Z!]W1F,[%-D8!=4'\Q7LII 8J[O*7=+$XX>(\ M2[BIOTE#&,8RA4CP&%*D5^5 Q"*-0T9QK&9+^9%JE/<.B[-5[U:*D52*\0C# M<$IR+^9"KY+RH1S.'N$5Y_FW7+[\T3EF($6#V%@<%>:3016>8R>L>?(?,'&^ MZ_&C)*SI.!D:8?^VFYH2B,)5>U&@9=>\O[G*/? ?3 MP#.EHQ@'G5&6N\C'":T\Q=5H$95[G4\FD/(4)2[QDR??[Y5>T]3_ M-!NOPN2H7LAB$YYYI^JMUPR3D*8T#B$G/($HTAL;QL-8:S*)>,:1HLHJ*6MO M!-^##BLCR7DMP:F0\O* L#P4+"Q/!?N/F,4U[]#C,+#BJX=@3_\9":KCM@(T M,FR/R.Y4<][F+>%@?P;/)"#LT?"8"0G[RWV0H/""AB[.E5]'G6RRZPD5)DJ2 M&"J,"$0LXI 23" W9S=Q$,I,..4=:^]JWB-V1K[[MC7YZ8AL<=:\;>+5ZH//E#/.0 M*!IC:%SD(0JYT%LX&ZJ3J>F&+4;P1X70,IRFDTD[I7 I M/P.K Q=JG%5 E^Q>)__)CD:=]EVB'D[XSF?=T\B\ET43''W]=5[,0HXS1A(. MFQ/^L-9965X)W>9^;UN8%>T#1: MRTE^BL/NN7TA,X-/Z7ZD.&6=:1'_XKPSA^V.EGFF1:#=W#-MC_1;G1N/]/M5 M>2Z2RQ=/Q7QI?-B+MW)]I\SNH?Z-F&4AR4(>!I#%*(4(!0)2R@0,6$))A$0F MJ6BN9>W6;9?N>]S+#CSQJ_2F@-8 C7\)J_$#OGI@\R7MD0+/:4CLEG_O-(^C M0QK8)C2FA@>VR*^ QF[42UFTKX'OSV[H0YI7>\()P*AV1A]J#NV/7FU9ARHME-+11(CP4)(9:@@4BG1RX5"D&2*B)13@:FTK7+CD=CA MJ]KA^_EPMA8+U?%NCAR."RVZ3TR'L6,:0V@-6P,491@2)0YZXEQ MD-*,2Q(Z%2*\$,_4=H]EA4+PXOK#S2OP[OKO?[UY>__!35]<.D!VVF5$VL?0 M18=NY#N>YL-D#O3$GU>5=BFF416@)P(/U:6O9ONX$'PRWUQQN]R$B]<%,[2M MLE,^=E,(+!5Q@,U!6HJU924DAYCR&(99E' 62QXP*U_$'GU/36G6Z,V.>[5) MJ4#K[?A2]+A_ZS,@W8IS8)H'5I)NP'WY ?1BJ]L#P*W)$>_^>\FZ?^O?KXF> M-,<0R9C$J8AS1(W M$Z^CKZEI(@.U\0^LT%Z!$B]P3)G3Q:^=A>:)M8$52P=A'G/2.W#BM_!71W_C M5OC+FK#3.D^%59W1T-ZK* M."_VH<:P>.."$WMV/L:5M<2X[IQ^'42SOI?&T4'_O*GI_$07ILQ8-$,X2N*4 M*E.4G1F?I P2%<90<89"DJ9,I%;)LIY1AJFIN!,)(#;8P0YX8-#O'0X#UEQ2 M]#@['_G#<3B=G^[G,.*9VZ4I'G:8.)'(H?T#\WSA\#QCZ?]*8V0YQK\T>9Z! M.GDM\TQ0>E[\R'S^N111Y>3!V]79U):U+5:P!>OD[6=%L>6]C"?B!EX >G'F?LEB08;?&Y2N M#L>]'K$0_>CNP^:='A<;Q_/X(+"Y; MGF]HQ[">GV-4W:YOAN&_\WK']=! 7?0L\>?%+-VV.CW+\TCB7L;E<2O][,>= M#"=5CE*E2)90(B!'C$,4F60" 4]@DDJ&6!3$4>9T77?8P=2TU&ZF)#>SYH@Z M.WOF$D(&5AR[*8LVV=FJQ#?^+)DV^;V:,$>=C&J[M(EX:+2T/M<[HH1^_)B; M&-VROOI[^5DNG^1VW0TRB"2G$$<4 *3A"91QC/"8K?+A3,=3FVN M[^,U1S@UXAZFAS7IEM<-'JD<^LKA,A;[1'A84>,[A*.[T[%C-*PH.!&$8?=> M/X7S=K78892Z'#^U]C3) M RBP7"WA-H!B7@(&/\H*\D]78"D=J_FV,VVG7KSP-[!>V<4(;FO.:ICMH;[. MZN0L%5[U2'MOHRJ0LT(?:H[S+_13&7IK,R_NU(&'XU'M>AZ&&8\#!!7*%$24 MFX1'5$$<)8D,M *1$7&Q5.RZG9J]4J*N,OW(0N\%J7ME"DN^[;2(?Q8'5BD; M K>0KRH?YV_@C_K/0:)2W9CRJG$LNQY5_;C1<:B+'-_NZ1K]Q KYSR<]RVZT MC;2N+L>)XB**"8=AQDS2#:D@2P()(TZ(9"J* N0417&JDZDIG2U&4()TJBN]D<,!< MXA0E$604FTOT+(2410PF"0]"ED4!=JMBV=W=U!3!FYOK#S>..3/.$&JG /S1 M-+ JJ( :%_J]"^!BH%07=KSX3;S6XR9>MQ#]*P&SW5H_[X4U)6BL2QWZEIE!(F MR+=9B>I#LT-]X5NKN, M>W?G/5[OH?9W"QV=\/0L#]CI4DB:F]BA8K[DBRZM06EUUA.URVJYLJ MXPW3B T:N4W:HUW)FX/[C>Q]/92&_60LEKG)? @#KXR3^0;<=/LHP].Y' R+ M8+P59!0F]Q:=<7KLF1]FL5A],5ES7Z_R5ZLGME9/B_H4=6=1K.O2S$@:LH1P M J,R40-EDE?#F5J-K3Y;L&/>0/56$OK3Q)\TU =DZU?,#S]#XG]D_X\ M!\@[$417ID@'D^ =G8LK\'YW9"J)@!%IV#-F-UH'/W^VA//L9]-NM-F<6SNV MV.-PHRD6\G);9D=490C"3/$,2),@%2%$$6)Q$DH" IV) 5;4<&NK*"N<=5("[2X8$=>4 N\*>):/_^A<_C=3AW&&9C. M8X>!(8QW[C .EWL'#R-UV=/-\QC<]E!^ZP\09BH.$L1-,D@!$58FVJ]?_N_?;C_O75TM["DV:M58=G!X2KM8+3_J>?ZPSJEN='-. ML1,PCF.1D"1E$/,D@4B$VF3-8@Q%3#D-4"*T_6IMM_I -#45UD2 [0C5>O]B MA -&.E"*MW-I7O2]8/,RR!:V[-A#-[ "'774W(Q3GTQWFJ!>.AK/T/3)RYXY MZ;7A?D;C^TV:K-($K8MTJ$A**7@"F= K(M+#I_]&!4QP1N(LE9E*G7SP3_8R M/7VZGUK.S2P\3:2=%7@Q/8/KK TS53H3_\5-.BGP:M"=[FE4^ZU3V$-SK?OA MOK-^HT@'-2'^K. CE -8T.Z3U_H\?]C/R%M@IZ_'VV/]HS+*Q>_>[4 M46:>,HOX;FH>XWM891\WIRK5S\HHE9VBK2K.&%8,BB"B$)&$F=@2!<- ,26X MBAARBBCQ"V]JJ^"N_5GL5#!XK"L8U 'UCI%I?D?43E4]WS@-K.5VAZBCR,1> MYK$JM5!=IV(K8QU(-TQ [C #X#<:SR_$<>/X!J'W* )PF%[<5@8AY[-7=>S! M.YG/5^)F*5[1M9P1P0(9QQQ*'DF( AE!II#>N&2$Q@JG(HBQC7)O[6%J^KD! M"2J40,,$!J>=0FXGLENG>J%G8+7HS(RU0CLK_0F=5$C^\\?5YU_TNY4ZTG\I MM5"I?]I;'$6%G!6HT0+G'^QGXOV5YO^0:Z,:/DC^E)?W8E5N@9E*@S"5C,-( MJ@ BD6#(L/Y/I$2D:()B%5M52#C?U=2F]A:?FW750::=I>2'HH&G]Q8DV*(< M)[/(>7Z\&B4=W8UJ8)P7^]!8L'CCLKOM7<__=_GJ]2I_H&_ENLJ69'R89V&< MXEAO["#-"&J.+F4(<9((A),LC6.G%/+6/4]-FVAP=2!-O_OM\U2[77%[)7"L M6^X=T%K5Y"M0P@:&VR9;FH'N,56:,UV#W':?[_U9+KRM26F[\[9OP'V#Y%)J!M8GCJPX;4RZ1.^U+SG9X&C;DBYQ=GPW&H+)B&:9H3\F$!%*]6C("%(J VT%9DG(LWHT]*;UN<:BZ7KLD9!U M[>G!A\'."O1)[,#*NH1JSM9KL%J'@!+N7KEFC\GY+:GQFZS_7*?C)N^WI. H MF;_M>P/$._ZV-*EH3)RE%#=?N3$N'\R_9G&,2;E*Q#R.]2J!*21)F$"&(I&8 MU)9IP-UBNGOAL)I1H\9V&S'^;%(D/55)'K0]*@O'I-S]AL1.1PU'\W0B&W?% M )4(LQ!E,E$00"9.X3X:!WC%%74[G#R&K@[G\E5T MJ_ IC/7 VOVYAWGH^LG68^&YB/+Y?J=7SZX':Q>64[;OI\I&JC?N;KS+G\T+.9(:SF,421@F3$*$HU>:UBB%):8PI#TA,K3P^ MG'N>FM[?C4X'\Q(]>-+P :_Q@R_U!E;6$CBH<*!JOCYQ[JJQ7 _V. ][E\I'.15V4YWHI M[M:?9%X%<#?YQ!3)%(U"!B.,.42A$D8Q(;WP"AE(9#)Q!"[7SQ9]3DTOU9 K MXV1EX )>9U2@)6ZW';\-ZW;[>\]<#JQZ:K2@AENR60*N\U(,D*W-@2"OVW2; M?D?=E#L0<;@%=WG5FR_,C?[;^MMM?:)65(KP+C=_&F>1M5.$XX_5@,KR],..Y5,H!&J,>!6.6C$N@+; :Y$&]23YP*2AW;S MZ0/MN7V +J#3PD'HDM9[Y@[F/->M[.0*:@R<+$!A&!$,!38%7G%"(4VX@IR$ M:2P)1CASJLW8VM/4]&\-%"RV2!W3 ;=R:J"QUDDA0EZ#6*(:&JJJ@D$8Q80'%(:(BG=TC@X8YB:/OE M%ZX:I _SBB@5!32#+"*:^90@2"45D,0!PC)$F$3)[+/,V6HBW.]B&8[]JE)W M+F=F#EWR04,KH+-/C!%RT :"2X AL90",$T%+X3(S0FT+/B1/< M<8R<6*$W4<>)%_HW]Y*7J^_C9C:8JE%"%,HU!!E,5Z MM9(Q@Y&D29IF88:RYTE4? KMU-:U78S@L0;Y3#F+3XZNQ1W1E,9LK/.*'5FO M+DU?JL91_WJJU/Q= 8 MI=Q?*?ES5WNLOA(+NV428S_X$>/S#_OS%WC<&Y71BSM6O7_?A1WW&!R\J.-^ M;SV#@%9T690UC>]-#M[F1G\G[>&I]/\JBC/!PPQ2KF*(0I)"RJC>VR9!Q&*> M$H:=D@[V0C&UM>/MW?W-!_#^YN7-[=^N7[RY<0S]Z340=D> @],[L'HN\5]5 M]>BO0"G#CL/0;EK4P6LU7$2EW^B?7DC&C?ZYA*RCZ)^+&O/EMUW=A[>Y"F,J MPBQEH;:R:011S DD6&'(A0I4B%$LI95_9,_^IZ81W7VXW3V,^@Z5A>4[[ , MK#-;?;LK 9['Q=N*/'='[^YFG]G=VTKF\T[?=LWT,P)?TWENLIO*%]\V?_W+ M7.:ZH4_?WFCC='']=5[,$))9J <$2D28J5G#M783,0S#)(TRJ9(H_PW\81!;;NT=V;NH1.9^O-C1VOYIIE MUZ/:9VYT'!IDCF_WS):_U8*OGG*]-:[RM):=53]^OM+K7)0U'@=D]P[#82=LAJ, MWH%UUIY152&OTS)7B>CE5?-+P_>'A5F.288A#%$(A \9)@C!G3EE>CWJ8J*KJKD5L M29Z=ZKF(DC&W;OZ+4;6*[C<%UU$OX^;<:A/R*,E6ZX/]9O/M\K,LUN9XODJ[ MVD18S#CF*)8"PP1+#%&FF)[> 8-Q'*284\Q2Y#2IVSJ:VMS>Q"?U2=?:W=C:J C@G\J$>./M\/W50GE'KMO20 MSSI9B1)%2!&+.(X@2HO\620J3A!*&91 B9>4/>JZC":J#&F(=+W\% MEM(Q35XKJ79:P0=5 VN%ZF9KAZLF*OYM!U?.:N$<$5[50FMGHZJ%AE0&I9-,&=RQJN"NEHX'$Z>HM-0#EQ$TM K8Y+D\&7:L M#&-0GN[R>6S+3O%;S*J2E\_0'&CLX\ MOA,[O"7 $C!]"">/0"NH1'OTY!O9", MZR-T"5E'+D,7-=;W0H[G1LN^DM6?M]5EWZ?50K=15&G0WJ\6B]>KW%1\GV4< M(4(HAS36=A<*M(E+ IH8EZ)0:T$:(]VXTSV=4_]34X$-?!,65_WM)Q/KMBO# M_]VD(OS#R %J01SWZ*[#9'L!.!CY@]\+>N>]Q[5A+_8\WR:Z81CYDK$70<=W MC_V:Z9OHN^7\X)H599Z=F<"Q8#*C4&&<0(28M@43QB$7<1902A+JEEGM;(]3 M4WIGCLL:V(XJ[CSQ=DK-*YW/>_!XGLD>:;XMV?&C)57Y!I %"D!<4 %#+0FBC,1*B&Z&+>1E8&7_8J9)5ET8"UR:0[&.93\!$6"]-:&93E<'CA5 G M-7ZO?TYW->YE3Z>X1U<[W4]?>)'S'UP"4VCW1R4("MKK88YP)5! M&Q/#W!8<]?8\%P5M0K?>$;2^T#,-OQ!E&IK_G[LW77(;U])%7X41)Z*[=D2B M#P<0P^U?Z:G:$2[;Q\ZJ'1WU0X'1UME**2^E=#G[Z2_ 0:(F"J! BG5WQ':E MG22PU@?BPP*P!K;XS.;R_?(U>YJ;=;*.GI#2F&(9$D!FML)31A#@6@G .>,< MXCC)F5=FE\[>ID80.V$C*RUX;RNAE?)Z9N7OA-B-+H(!-S!E'&(VWV(V0.B* M$RAA$_5W]CANLGX7Y8\2]CN]U#-PS9B*AI?L?^PV\0=;V%J;]YO7K"A>#'&5 MT7*S7",4,X%!*B0%4.(,<)S:1(2%XM.O4Z-6:RTY6I:FM=J)[=G MM)L3XFX$$QS'@8EF"V'Y0TODNXAMHD;J*OXV8+"<#TIA ^B<>AXWJ,X'C*- M.Z^7^S'2&_54*#&O-NT,40UI(@&"UE=-< Z8/=165.6*:)H0C'V(I]WXU/BE M+5N_TZ,]Z-P8I"\@ Q-%6ZQP1'!*V:#S?:^#4:?U*=4.9^_)9ZY+JO9%2:7* MG,H?C(GRK6SZJ]IL%JJ*PJLR'LU2A6.=ZQ@(9+8ED D(>*(08#!.A9"*D@3/ MENJ;39#YX)]:S4T*I\^;5I_WD2P#KHGM%!]%K8F])EYL=8G66V6N3Z[F.&3= M]#'@"-P@/K^1/C*;Q9W\T4X!^XM0Q1>O@\XUL9ICJS?)J^:G\;FT:IZM7%%/ MIIWWMRYI,Y,93],LI8!G@@-(LAAP@FSY+"$X1:E&VCTU>T='4S-2:K%Z5.PX MA:(#R03"9F Z.57==1U= JM?(8L.))QJ4)QZ?_SR$1U:G*S\T/5\C[G]8;7\ M9E;WQS>*;XYR>2_,+\UD>I3FEU50F28I3Y"9WT0*!F!B9SHE$G"H:281@YG; MW7:/OJ?& %9Z8,6/K/QG,^U;/8!5)+*:]"B8X#E"#E0R'.X#L\LPD/NQ3S_P M.@G)L\GQ.*J?KGNTU;.)ON[1>E4\EA;0JY?79N/R;56\?-*V[Z]*V#"WES+] M*-64JSC5(-;,&"VV\"?-L+T=,D9+'*>00Z]C7,=^I\9@Y21J!(P:N7OE?75% MWNTP9@ \!S^GZ0-E#R=F+V ".R^[]3VRT[(7(,?.RGZO#VE@?3#FW?N->ES/ M.,YA2LR>2A'KU)+::L2:YR#AN=(Y3V((WI;?:)2H4&LK=UP MA;2X>@W"-*TN%_P',KV.4 QC?NV:G: )=J1S/S/LN)D>G%<6-=D5,_EJBSS) M)@G=%_.7&4T3E',I0$+-'S#6"- <^B2MQM6LGH2V@$/>K>!D5RI,*U5R+J1]C. '7R M\^56QJ-C9XWVV-?]K2L2DV6U\M;,B$?4ZH MA$_:>;[+\5-W7E3_9 +/RV_UL-C^*_WT7R^R6#VMEG.Q_O#A=>W?JZF6.M<* M)!DS6U%.,. DRP B,2?F=RF%3M31U@N>P9[8Z1A^T5 *N1+"Z?S\G/O+J 0:=1=>[=\4RI"]+O&5"7GNU9+UA] M8XMW2JUG1.0BR9 $FAER@UQ00%"N09K&#.<2"ZC\:@ W+4^-VTK!>E9-VL'E M9OCT F'HLZQ2?RM4P#*ZAWJ&+8V[;7W<'2AV5L#UZH(?9\94ME'6;7CT^ ML>7+I[^62I:!C>MZ01"8)!G.,Z )-^8'S(WY0;4V,Q2JG&"1I\\:XSE,#GR^ZH@,N0NBWC?8$:>J:WZA8.4HTP&60YW^O@ M5K4$DW.+^LEG_";ONMC,?F,_YX_/C_4" ]-4:#MI!8Z-<9TA#4C.->#&M%:2 M0R2YDW%]U/+4IFTMG-N,/,:I>SI>I?W <[&6*^#Z>E;;KLEH7FI-1/.WPTEX MW.HH,_"L,LWT._] S]#!^5HL5NOG0GW2[30L7]3"WCR421C*L( R?4Z=/6>] MS=R&,DXDL;F5S/X70&KO95FB !(42XU3;;;$7L&&5XDSM5E^(?%0[XQZ5PZ: MVV(^WE ,O?Q?/PK^89-!P L;:'F=2..&9@:![RB8,TRKUX5_;LLHWPM1/)?= M&&06LSS+)80I!90A!"#/;?'C& &)8T0RG> L<0^7N-S?U*CRW#Z&55)'3Y78 M_>(WSV'N<)X1%LF!F6XO0K,NQ6[DC6J!H\]#@.AQ$Q,6S)$N9:X%M7>4ZP6( M7,-:SS5SDSC6"SJ="UR]]%K/2YVZ ,EN;JL^G>'\R[50@6@5H@(8'2UBEZ!5?M(^*97#)M#;ZV'< MA'FGE#M*D'?RH3$J;WU4/S5#EF+ZV@XW$AC/) '9IDKJG-]6@;,N!<&T!N6 MZ3H2:<+UNL[!=UWAKK.M]J/5)HW'Z]T-[A+V7+$C._,YOD73V+6<)QS A* ,HULGE)">"IL:N(D#I6*9<8>;'M(%). MC83?/1?F0W@N5)F)4S5B^O'R,./I1MYUX MR&A9#FI+SZA6]&Y7LB<VWC2R1B"JQ8T: M>:-2X+NH5,X\89-;RM5BP8IU]*2**M&E8Y[+6WPE;NO51,=^Q)OJMM[MZ^IU MQ%^BDU?:5ON[J-:__D#6-BMJA<%=M/VJ3G]30Y<]&G3T1JBE-(S\$RC0-.C MN%5]&E:$?FOG1[6Q6=L_%ZL?- MY@C)&-LE$$D B>2 4B4 D12I/(GC5'J%3_N+,+65K*Q:H!>KO]:1_1PCW8@> ML:WL_X_?:M5C7-P6G6'1'GCM,,)7)2(:\>TZ\8O5P"P!_XBV2D0[+0;Q?.H/ M8E *[R'&J$S<'Z9#0KVBI1Z>3+^II5R99E>_%DHMOZ^>U^I7P\UJ^?7YZ6GQ M\GXIFG!PB7.=<&.E2$D 5# '!*$8R!BFF!&4<>143-FKUZFQWU;N:"=X]&_L M\>D_HTK^J%+@SJ9/^ \/OQSG8>AFOL' '9CL_'#M$W?N#+"'^],00(_D!!7H M0_;SA?+%J],CRKFQ\?RB?/7;\X[R?KEOX/MZK=2V*.,'9:SRYKCJY3>V*1-? ME@EY']3/S2NCV[]F3)!,\T2#6-K2RXPI0%F"02YCA1C,4Q1KOQ!Y;QFFMA"T MLQ_NJHV6FNR=/#?:^(;;^P^2FTD\,/0#+Q.5]'>'B-]M(3=\U2A1Y_Z.K!Y1 MJ4A H_@*& -G"/"78^1< KV!.LXZT+^I*X*0OZ\6YHVU/<#?O,Q@FBBD'&"DYSD*=8D5SA.,NICUOI<1?3]"Y=M^3\M_]%T@3_9WEMZLML)R E MD*O$["X C:VG;FS6&8*%!$A1B 3+(=C?@1:?Z-E\N M+95Q9G[AG9GE!* QRC.,8 9D0LTW2A(.6,ISP'",<8HQB4D#Z-NE' _.IK/A MP#0]!$72\6[C*FR&OH)H"??O425>=+_9%'/^O"D7R,TJ^LR*H'?BYQ$)'U"_ MW\WX8?4GU3P97'_ZR;[E+D1A%\ WJOKO^^6]$*OG95EA_>-JH]:[G*.S&&*% M4D,(+$UR *$T#*M8"H22!*LLS1,D/4H/]I'!:4:,7WBP$;CT&%E:D:-B*[-O M&0R/$7$CEN CT,YC=@V77SUTS_LK>4>UJ7TK5S$(>MD^(,6N%B&AP C5\SP MA^:X;$:/-J[. ?3&&/?+;]4-85742K]X3=HB#^2&2FSD(L*M4A]YP-.1',FGE="VW6?V4OH;+F4= M-]N.W81<([.5QF9T )GD.2*8RF0B*A:!^E#86T:,J-K8LQVZKMS:?8O,KJ9Y6Z_FFX8;J2'D6 M$ZT3GF- ,V[8-8LQX"F1($E)1F.&S-;:J6[DT().C7]K5:.6KF?+B#6*1:72 MK9UXM6?<_KI6?$O?+SU*ZP[YK3CX:$SD"QAX(9C&X/LY*8PP,IU^#4/V/YXK MQ @H[GE/C-'?[:,^7S\7]J"^>O)SH9[87-:QJN;YLD1,];N9HI#I#"M M9( MQE !3H4&,4PYC7E")/:*W;F)%E-;RVI9*T):E2631*5+Q$J!;Q<_ZOYEN.U! M)C_> Z]< \6?UE#4+]Q%-1I1#4?Y8E6+Z[[[@[IIF*KW@$XVC-5=D[]MF*OW M8 T9!NLO3+]%]]?52OXU7RQ,HX=Y'G9)0[?1),Q6,T-: 8BE34@E$:!4I"#+ M*4R5Y'F"G4J-].I]:HM<(WS)18?Y4];13H'>V8[]!L=MO1H,\H'7F:!H>R\* MO5 +2N9^$HQ*PKW .23/?HWT([TFP?&[5?%%/9DO]#M;5YF1F[2;,XHS!A.2 M@41C B"E.> 9BH'6B:$ZF"=FC]!X@KAQW>5.>[A^C'DW:I8JI1X["HGTQ=J- MN +A-PY;-<*65YD[<>WQ33NK;CB"F54I MBE.28Z 2>P:1,5&9521E"G(&62Z,M74GL&1K=@:Z'7\75 MF(WA0^'FHSJ(&709I('=5F]CX%Q6^[(;:R#3Y;P/V4>UF5$D:0IY"I@49I,F M20QHBCB($<(Q(1 GE/L$773VYL4E(\1??'WF93>>>8,[ 77CCF P#4P?>XZE MN[P(.W'O(J8W]DQML5C]92,#2OOEM;'\YIOHPVH=\)C-";.PB8D[>QPW4;&+ M\D>)BYU>ZD=[=W77;14F^IBMCJS?JQ"[+Q]I2X/@DPYIQ)E '&);$+X M#!"B$,0F8 53)T@")L=ZV1/ MXR; ZE+V*,=5Y\.C.MJT3NB/[ROM9DDAD4)!"<@%-+M/F!% = G?=O,?K>W&7%=4"F MX)1R4=:_@]N)*^"!'$NYB+QXV/#43\75YVFZ$BZQT;HQ]!%8WQ5X#P<"27DEF.&AJ%"LZ)W\S=L[_O>4!G/;X>OK/E M@WI\6A6L>'G_^,3FA;VSK,YG[?%L:2HVO+!\RPJ;+V?]FFW4MU5AYOXG_7[Y M0ZTWY4WGF]4CFR]G,DT(PYP !HFVF9MS0#3D0-K"H(GB"5>9U\'>4)).C0XJ M]].-T33:JAKM=+UKGYM7&ZC&>I@OHT9C\]169WN&V-(Z^K/2V]-I;+@OQ?$T M; KC/_0IVLV'WO\@;NAA"7N -YBTXQ[\#0WZT8'AX!WV+I1973;NCC+>_A2+ M9UFFZ2Y#6]\O#6F;3N_M#>3V O+=JMC)73M%SQ##L10J!R(7!,#,_,%UHD&J M%)"LZ2ZZ=,@_P@A*3K($X@0(Q#& 2F6 :1F#+!.2 M(4*U2F,_]\KQQW!43TR;TW,[^42'.=YQBD::H!Y!D!1&() M",^1X%PJ@63(](B=TDR-X'S2X%G%(JO9B3QX@V0Y[![7;KH/Q/< X#LWW>=F/I-;%QO#CNNFA]ILB5)M-:Z9!;)-A0Q@K MP!$3 &JD=9P(G+AEQ#[9^M1(QRP/\[4U!\SL^%S,S0ZK.B_P]&8[C60WHUR- MS_!&4T]HG.FB$X(N6C OMBC!_.V0#DZW/,JT[U2JF=[=#X4K ?U%V8:;OST8 M*V>60AEKCAG((8, DBP!A. 4""EB8HR-%.975WT^[G9J$_\P/KYH)*[_;@W" MZXL[GX#?SZOGE9YO-PN%1B M[GB[=Q6DU:/:FC5;\SM)N)18)("I,F.'0(!JID'*M,A0G& DO"X\S_0S-1ZJ MSV]W9GK?3GO%9YW4M=>\7G[+8T6H'=2@7:$WND'>MP+_5JL M_GJCGE:;WZP_5)W_(XDE8[G&0.IRXY]F@,HT!9"G/(\))RQV+X5UJH>I34(K M8U0*&952>ES G 30X5+E6E@&GI;[X@5,G7)1^K8Z:;%:FA]%N?C:S'JOOUM'F/6V!%_YS'PIYD_V_D+]W+Q:V)35 M+.,YD=HLJXB:+;_0]@(7FSE.,R1I@M*,>;DZAQ!J:F3PY>WKMQ\?HOO7KS_] M_O'A_<=?H\]?/GTT/[]^^YOYQ5?/#$LAALW-=!][,(:V#+9R6EM_*5DAU]'O M3]*8G&5^DDJA5MW1LC)SHU+TI]4I*I4*F?$I(,9A$T2%$&S;N\F^LPEXF"3($XQA3 -(: 8TG, MD*.8(XB%UDY92:Z48VJLW/;,T$;\Z(=5QOYM7JL3+0\B1CVLN"O&R\'6&V<4 MAKX_;@;@DXZL&E&IA_U;HTETG'&OU"8*RL2!$.TT,Z]H?CQC]'H,]DS6 ,WU M(,JPM<>J(I]?U*)L:/U]_K2>Q4IKD6$")*3$;&99"CA-$3!D2K3.,A3G[IO9 MP<6=&NTV0AI:;4GIP:S##[ # 4]JV ;FZ5,Y )WK6MZ?SOL7;3^#+TZ?@1^9 MCS8ZG9P_O!3C+0VC(;JW@HS7:Q^+W$8'O6I%!]FRT*4CU:>GLH,C;]#U-I[H MJ7I#574L*[]IAKEB*)% ,RP 9)P +C "G">QAC#)F70Z21E"N*DM(J5ZT:MV MH%]5RZ-4,:IU/.N(O6[%"=;:1K6Z/3SF0W\(+O;_[89WZ$W![4;6<\,PS!!T M[R("]SGBUF(8M/;W&P/UT6=M8,LW<_5M]5\OLE@]K99SL?Y4?&/VO_6%CC"# MRV*5 L)LWB>A;8&JS/S!N=""I4IIYL[VE[J;''^S951*'+5$COZ-/3[]9]1( M[L/ %^%VX=20( [-DB?Q:\0-?;GFC$PW>5UL940ZV$:]5 MZ'5XZS867B>VP1$>\9CVZ#RVD7Z,@UDOX!Q/8]W:O,41K)>V9\Y=_=KHG=!T MOE$?YC_44;GR5R^_L?^[*EXOV'I]_W.^GN6:,$&PV=@2Z_R3X1QPQ6.00DXQ M3BB)L?!,5^K:]]0HJQ(=E+)'.^&;\S/^$I7R1Z4"T9]6!4^O79^!<7,'& CN M@?DK*-)]& _WU8;Q%=JJ?1\,U.) MCC$UNSBD.+0!C1A8;V(@,)WL_%J@[BL\ECYJV$ M/'V""XZA=:.D:^ :-;C B!C5,D:_U%(&S-]X 8U=G4[-NMO6U MV]G6EQV5OOSA=>.'4* -3!);O#PJD ^3DNLB6H-4(C_9X4T*D7>I?JX.>><[ M5R9WJ;(QV!2%JV7I;&C-=9IR)&#.02IL4A=AME#$1C5R\X>@-L,"XKV2NISJ M;6K<4N<6V0G9:W?4#; ;N02#;6!V\4:L?U*6+B2&2<9RLL?;)&'I4OYL\I7. MET9.%5W?DWU53F2C7K%QI%\AI'69_X=RCS<5-P*6^4J-HLX5]_FRS*)07U0'?TR7U;W MV&O/7/E#C7O"6,(T3D'.<&S&G2O 4(H!CQED"408QDD][F^7COO*WK7;35UOQ8ZEMF32LUGD JZM/ZR6WVSNEC>*;\[FOY3FEY^9W1=]5YNY8(OUA_E2 MO3<6T'J&C/% *90@49D&$)($\"0SFYD$BSC&+-/8W1/F6FFFMMFQ^@"K4&0U MZLPL"\K,LK)\;%^[?T1_6@6C4D,?S\:KQ];A8GS,$1MXN1ASL/PNT4.!W'FK M?G4GXUVSA\)C[]X]6*,]+^*;(*LW\[58K-;/YM/>IFK",A&)2F,02YL"BPIN M,V\2H..<*\RPV;EYE8[HZFQJ'-J*+6Q)VSL;5B?.CA?I@= ;^N:\-W#^U^0. MB(2]%^_J<-R+< ?5CVZ^7=[I>:=5WI\WMRQ:T42J/ 520 %@BG+ 4JX!C6DJ M,#^/>(YU2[NCBZ.1#?5U3-FJQ4&+SS!:?B]63*C8OM=-[ MQH4V.C @D;)Y+R6U+L()0(1SR!$1*L5^>2_/=36U);\M:?14B^KKEW(65[=Y M'0:M@2?Y'E"-E 'C!]S!".RB0YZE/DN^:\?3M :JE-UU>)BG-> ,N1NA M# 'DT"%7:[6KQE.5T'32_4SG5IH>\) MN>G+C-O+1[69P50E*%4")#*Q45E4 HYC"ACB7*2$Y3KV"IUH-SXU?M_*UB/V M:@\TUP/O?E ,?L2]1>%C!PH]CK2/U0U\B-WJ8.1CZV/5C@^J3SQS51K%;I?& M5V=<&M_^5(68F]_]4\V_?=\H>?]#%>R;^M4TL'G#-FI[5SZ#2AMS3R,@,XC- MSH_8G%MF^\=UII,89@G.G9Q@1I9[:K32"!R!J)8Y*H6.K-2M3-YWT5;'TL5= M&D9GQ3IZ,DMOZ>[NZ.T^]F?B8(A.<_ ')M)V:L:SWO"O:F_X_12.E3?\-GOC M[KO8?DN=7](TOQ,/.WJ:W\M(1OAVC%D]QM^LU* LN[)?>&%5?Q_JIRJU_8_@ MN3K'@M\QC>?@XMPBP^=8&)])_CE:]_X5*=\N-_/-R[OY0E7Q%S.S"='8QE&F MT%YHL8P HF4,N VX(TQ*1)PNM$XU/C6SH9(OL@+6$5#NM2F/@.M>HZ^%8^BS M9G#R;H^CD?=+N5H5 MOQHC12T_6*MDOOSV?BEJ+]284,,Y,0=*T:3R[F44A).4/G"G>"HW-WU-W">!L: M)TWV]B!N;_0B E%8?[LWJOKO^^6^'][:7FJC3 @%J%8:0)4Q0%""0)9+CG.B M!=LZFI?.NC[O+9:"=&"$$;J-EIRQEC!IA M#7T>>NN&NA]UQN4"/5QJ94R*<-3H@"9Z&-J5D(M5O2T*AK'S_W(>T]G_A.H9EA#@1 U-E?" MS([0V&&,Q@QD6B<2)2J!&/FE_^V+ZZBI?S^4Q0!K>']CF^>B++1V/9YN&[PK MO[V!&?7#]ANS\MWYX.0?YG >B; 1#2?Z&3=XX;RB1W$*'8_Z\>FZV,P^%ROY M+#:?BJ^J^#$7JLP.F<6*(,XSH(CB-OTF!%029AB5*PR%1GD,7-@KFA']60GL><;K KN;!1 8S#$L M@GXX>EL$'L@$M1!<^AW58O XM""\'GURE1-KU[JFDQ?ORNU^;58/3^976 5 MA( Q83!2@<:IS 3'+J==UDTNG4Z.@MC,9?VFJC46EX%$C M>;\ 2*%H5I1-->KZ2:":H0E D$.8'0VD84$!EKPU$LR](LUH@Y52IW M[&]JI%2[;^S)?!>54D>V1$61%]_5PZ<:]FXT&0'-@(@H!9 \'&2=XKO"9 MZ6Y_9#<:)V6//6O<7NOI;+.M3WG@:[>?E/B@QBJB&F.S^P*67@"$S)A#,$N! MX"S32&0)PDZD["._-X/<\(/ M4E W"))A'8)Z23*NA] U8!VY#%W5V&W*P?Q19HR_' _!)$P26X8*$)[Y^4>.(_?4.-TM).8NJM2[*K)J["^D#+1+M0!:PAC &") MDLQFH4XE3DDL(.4S\S9?_8V_D;;\(WPE%X/PFJ"KO^'WXF@73.\;&-J2"%B7 MYH^Z*,V5D7BCEZKQ'+5)E:YQE?UO5:[^CL+WVIV:;U" M:O7&99Q#+$=(>AQ7G53\BN.I_?9&/HXZJ: M8X@%QP+Y;&T"R#0U:MC):D]PE](P\SKZ_:F,\K9'3)52]NBI]>16K=Z!8R%& MU\W,''G,!J:MX8?+VR(,"'!0:R^$7*-:<@&!/+320C9]Q6G6%8'^I4EH1/Q< M5G^]O =-(:,4$PV2F.8 8NL(ED,,4I2H/(9Y(E/_4ZWQY)_:,N%ZNE7^<\CC MBA$_&9P2B(SQ#Z!(4@"I@H!# 4&6QTQ"A(@4?8ZYIOG13.VXZ^_\X7B<=TWS M8_@;G7M5*%@#I\+A1B=@XX]C^).P$748_T1L_ $Z>3)V S'ZV6?66W;S8B5= M+8T@M5]WK#A#N[FE4RNI4]I!8NA_NNSU;%1L;?U>&,K]> MK3>S+.=0(9Z"6& .H%($D(S% $&S@R(T9CGUFOO'74QMXI<25D&@5?TP883T MC(\] :2K>7@-/(-;<%MDZDI@5L"0-M4YY0.;/4?=C&R9G%/SV'@X^^1MO(D^ MKI8_'*__('JVWQIG4$C7D>(3,%UQ./SX22F&140X!Q* &6,C/5)[#$,SP71 M"4P%KC^?MTO'_ Q3_G@:)6[_Z:BE_!M_-^-X'0WS)?Q=#F#NHJW^)PY>FF2\ M]L))3,CGR'_,)N5VY"'^W\KSR']80CL?]9!@V"K.']7/S<-?:O%#_;9:;KZO M9RJF6@J8 ,7R#$"",T @$H!G*,M2&&0J6W5S%1+AZGJ?#0$;NO* M&, .O$KX57V^B_Y;L2+ZM Q(]->">)-ZT$?"3+(^]#G(^M:+/MM>7P?-MS\? M#.M667BK(^^9UI*C5&= YJE-LT\H8#R50,29H&9S"TD[2^ZO)UV#R!:#>7A<)IZ,/G'A#U<. \C\$57IPG&AW9E?.\6L?^G!W/ M]J_IM]Y4?D>-&Y_.%6%:&,,F0\3.<@:HSCD@/,U9$NW9[8]*K_=T;[X&4 #_L9O1K@&45/%04\]VB/O->OS=9J MM9A;IU199V1G1% N&0>I) K .,\!(5@"B+2&,$$Q\JC>?-S^U"9X6T*//-8G M@.N>T@'@&'@ZMX4+G;3^O.*=J:A/O#9>[NGS,N\EF^YXK-_*VT1EO%X]:;='J:79752/XU:YJ-*NC+EH] MGHPP >E#;)J1\ MH]I$ P![:$L-T44_RO]#?9^+A5K7EH32FE"*#4VK- 8P$2D@@F$@)"0J303/ M,Z^CY/WFIT:\C71^_'H F1M%]@=B8)9K! MH=W7K')1D#KH8E2=.JWS5"!-2*P R;D&4& "N([-C,TAP:D@*%.R5^7";1=3F[6[ MJGI_6AFC4LB^-0EW0#JZ!EP%S]!7^'[(]*\M>*3\,)4$=]W M/]EW@J_$OZHU_LUS86,L*]^Q,G/8%V, %'-A=GOE8^4E];M5H=7<_-,L3Z#& MJ29 4D)L+: 4,"X%2$B6I0*JA*',KV!-?V&2=V=(H=H5E=_78 MNA'SF",V,#V/,UA7U!2X#N&!Z@WT%.I&M0BN@_!\G8(KV^WK('!89//U:EE> M2/YSOOG^^GF]63VJ8NN0-,L$HW%*,X 0QP 28;;(&91 9TE*6)I 2E(_YP&O M_J=&SMNZL+_(6@%/J]<7?U>/@\%0'=P;H0&TD?T?-O= (W[TEY$_:A1H>4J& M]%?HA5U@7P8_&4;V<^@%T+$/1+]F!C@,N!?_[_.\\KHR]JA*D> 2 LUR6]&. M4$ 8XB!E5.4B)BI/A=\AH&//4^.VUZO'QY79S)=;R'FUX[0WJN!!=-T_.F$BTHCD"4G"SVT8I!-QNN47"8*QXSG.&/?S"KA;H M[T!ZANC$5J'* N&-/X-HZ>1/B<&&M9LI;S%8 Q-H/4Y[//I^V1Q"[U2*K$[1 M*?>3]>[Y8.YQP1"^X$]W?3]C.N %0^7 8R]9+&JW19$JFS*PAAP MK"F &=& 41Z5TGF06QLF!Y+JJ?S 9%-*%=J9 M]H2JG;.^_?QXL_>$E'NS\-3O^^W0['RVX>QL\9D]F:^%""%RHA50@A,SJ70" M.%4,T"3#)#5F2LJ N)B;9I#(PMN-Y*1R _=0XV^5'KC_,(7.$'R% M)$%O+NQFV5W$M!GXQA_QN:-X=JCK M#0#C YWGRXM#1L:B^;+>F=^=!GDD@)L2)FCT!M43+& 8OM MY8=@6FLEE([I$"F]&@&FQH?FD\V'2>6UA=R-^88$ZY6ZR^HP?NZN0_1N MDK-K*\0D/]H"ZKY^N YX>U&:N%1')C*=@)'E<2VYH_%])>MU%$C]OEK[1YN=CXX!?:N M<^IZ9*F\WNY'2V\4W[R9K\5BM38F^S8'%L^X1#S) 3)[2T,^D &6 MFZTG19 )E@N<8Z]SV-/=3(UVK)313LS>6<7.@.K&-==#-3"W]$#)FTBZ00A* M'&>Z&I4HNM4])(8+3_?-'7HOI?E,UF54PJ?B<['Z,3?"SYA2&N9,@#0G#$"6 M,4 H3X$4*B,Y)2S)/?.'GNYH:F10)\BLA;VKXGIL<&PCL&\FT3/X=K-"2-0& MYH7^@/7(*]J-QA6Y1<\T/')^T6[UCG.,7GB^GVW0;((>5J6S:Z%^8\6_U,8F MU?FJQ',QW\S5>D8PDKF0"B0,FWV*-G\P1#.@$FKV+!1C#+5?6+U3OTX?_J@1 M])_K9&312D>/6XFC]59D/R/"#7TWFR(51[Q N,0_/$[^7>$8ZK1_7!;(C>&>%MC-%\^6QV1?5QSFJY?J7T MJE#5IX1T\.-K:NQSV3 M&+'!SXC*@?K%ZOF/R)) M%,UVNG:#&7]?*EN6<*HI=XVIV/0D,VA!R%T>.=@ M\HX="CHT\"?"1@?OLD'Y7.20S'P"O&J8BK:*=@U-:POG=HS'<9&26CEI91K69T<7C](C"& M'(+.4(Y!.AXO)F1(W/:"2P;MJ-]NXN-J8_-I"37_83O>9F_9';+.8L/6:1IK M@!33AK45 1PG9F>0<*IUFF09\O+ N]SEU&BXE#@JMB+[&?4.$+O9YF&!&Y@P M*\QVTMZU*L6VKE#"&//*U'KOET_/F_4']4,M MTCJ6,DXAD50I0+)4 4B% "S1"2!09G&",ID+UBMKWG%?4V.7=HZU2MJ[J)0W M\JQ0V86O&\,$0FU@:ND ;(!,Y0Z8#)-&[D1_M\D0=U[QL\G?.E[I>2%3K,R& M>//RV7P)&V,0V=('3U6(PX-I\?[G?#U+4LUYGB) B+2A A0"FLH88(HUU)#: M[)L^'.+0Y]2XY,-J^0U\F/\PFXN'/2^HZ$\KKJ*.2]B+%X=^Q[UV<0?BZ-+%X]7>Y".4DN4)75E;Q:CT2?^3V1"0S7K&J)"$ M"F[K5QG>R9,4\#16@*E8JRQF"/D51NGN;FJ4TTA;':-OOJMHS1;E3;!HYQZR MA8Y4$T-I?OE7K!]79;536XV@SFQ8"FW^WC^%Y CRU*,5&XV MTQBF'$"=9( KB(#04)&??*BE#!]"ALRYT==77@?WK M=[586''8\F66:!YC)@D0.,$ IDP# A,&,IQ"8:/L6.JT'SG=_-26X]KWNA0Q MJF7T]4_?@Z^;9*\'96!^],*CA_OY*;6O<#K?:VYD5_-3JAP[F)]\RG^B?C#8 M+CY_7RW5Q^?R2!XFV-C726K3? D $4H E3$'C&:"&YN-Y#!VG::'C4]MDI;R M1:6 426A^Q0] N[R!+T&CL'/%IV1\)JY;@/(T)B8'62-N(,&YKJ^:VMD*BL5EI=>ZT M7>[1]]2F]*G,XL]&@4C4&NP=]ZV>NO/^7STRW:0P,-X#<\:IY.!6]J@1?I>= M[I-N=C=#)0%W LTOWW=WDS=,[>VD:W<6;[C"7V3C\]4^SS?B^>EZK^I8? MQ6FL=0:!Y@FU\1L"\ PCD$K--(MSHA(GD^)? (%=" M,C!-[$D7.KUWA^J=D_W4>^/-Z ZI]Z9MUW/]#NLK%\Z9@D0D2FJ F4W6A?(< M,*8I8$FJSPZ>'^P_1_=>O;Q^^^IV2 MUC"Y'6SZ*S_PC*L$"G=+&S*!L[YK*J< <(3!G+&!12:JASY1[&=[&IJ M7&)CG"O)>@2DG0;3P>@.!M' W+$-$6L+&CE@UB_*JQ,.IW"MTRV,'W?5JGOH@J(MB^C?SC8= ;#QYUD$@)/B.Q#>J&TOJH&(IO] MQ_[S7=2"Z415DO,?:V ?EDF-?WC7EVFH-[['S#3T[G*TF9:$/8.L&Q/%IOFX M_\'F"]OYPZIU6?!]M3#MK5^Q]5S,)"8I5Q0#&.O4_!%G@"%DC "-"8FQ2C!$ M7A'7?OU/;9'>I5;R#+SVA-UM.1P0S('7K-U6I,E\M!7?KC?M6\9:@[NHU"%@ MD'8_\,)&;'O*,&[X=C^ CF*Y>S;3X["DMSMD$Q7A487J75T93ZI$,1SG($YS MRY** IK%%$ J';G<=ISBZ_!X0QIXF,\_SO_#WM:?+_P^\JT%'J#4>Q\X#V%G*-=^Q[ M0]3W#I-O*4?/(VKQ7;EH;3Y MU,_-*X/]OV9$/H>&H[UN@,;;NT!F87>;M3 MI?:*+96)&FVB/TM](JM05&H4LDQS"&3#'F%>)=&XIXXAP#LZ* S2J!\GKXN- MC?:7SV)C'0^^JN*'X?KUFY4]0IPI1F*99@IDRL8)Y-+6C^(*8)3QC(M8)9B[ M<&UG+U/CT%K0\B*CEC3ZLQ+5T?3O!K6;^()!-3"A]4+)F:2<4.@B']- BWC, MWPY)I[N'4OG&*[(>"2?71?#4SR70.J59 :F$CC!((&,\9P#)/ MB4IS392Z28[LK8A3HYU2L,@^<:,TV;O!\_!FNMF0C.4%%3)1=C7$'[N&^':I MLH]&8;1_Y[)LH^0&RQ;]G%/?=W-GPHEYM5)P5+>/ZZ*S?Q_J@-#B:A* M!$9 94P 2"$$/+/50^,L49@B!!'Q\S0_V]?4*+@M:FG8L):POC[GYQ%VV_D& MPFU@GFQ+>1>9ORW4%KVVR&6YF:?*?ND"LX?O^468 KN=G^]O9(_SBXH?.YM? M?J5_$>+W2[-7+<_KF\HM7]A&E04-Y6=EOK?EAGTSEJ'.NIT4TC:U38,IM/JC"S9OE\WN7M6N1=>6<(/ >G(6Z= M0AJI[[;5K"(K>%W)5$8[V<,6.O;#*WCQ8\?N1R^([ ?+J2+)GBWT):]B_L.P MX _5.,S9A+OU:0UBE&4PYS8A+K)'8 K06% @4DJR/,<9H5[9N+LZFQI![63= M^N5ZGH0Y0>S*2V& &YR)>F#6@W0N@Q&89CHZ')E8+JM^3"4.[_0CCP]F:Z=4 M7>9N^>V#8FOU12W57Y7/[8P+";GB$C D&8 "&DL'9PE(4LE4!I66T,O1;6X@0,D M'($)2BN7^AR561P!."07U]=Z.DO8>[\O2BKUJ.2GXC5;+)1\\UR8GJK,FU6" MWQE-$\QI2@&$F?F#Q3'@4C' %4ZY9%)G2C1%W!\\O"/:-?NUW!]&8)^] MY%Z%T>*Q#*FX(ANRXV@X.C<$!'$!G!3^D MPKHE./8]K@."'R!'K@:>K_<.&+(YPSX7JQ]SJ>2KE]_7-M/!EBIK3X:YF3"$ M:\BU%"#FB@!H;266* X0CEE"\EPR[95@R+UK+XMIA"1$-KS%YAZ,GFK9K>OI M:FL"L*W@WE%$KF/A1E[#(#PP?UEPK=31YQ:XOUC)H_GR'RU+Z_XRS'VBACP1 M"QTPY-K]V+%"GK"<"!/R;>%:SU5[.'7@T!@KQ!G/$Z!S!@'DF0!4)H;1A(HU MBSDBN==.KZNSJ6WSVNZ-"UMVS.[N(FGD[NM2>@)@1Z,J$&Q#6U(MQ,K3ZW%\ M/<]C,I KYXD.;^2I>5[U\XZ8'>_T+![[7"SGF^="W2_EN_E/^].Z3MPIM+;7 MZQS$&;$FD&$2IHT)E##.8HPSK9A3-.#EKJ;&'EM)[R)="UHE)VE*X'D6D#V/ ML1N%A$%N8 +9"EE"U8@Y1.78BVB$+1Q[OKMQZ\9>5/NH;.SE-_J>,;.U>KU: M'RZ(>8XIA;D$/-<8P"R#@".> 8U)"D4:HR1Q2N%VH9^IT45[Z5QMOJO"V.YZ M53Q6?CN%6K Z]4QYY.RY3SJ'M>OA\M4(#GZH7!XA6QD'-3DN(!'X%/ET7R.? M'G/#?*G>;]3C>H:(TDE&L%F740(@%!F@ M4N<@T5IB+!0QB[37^>&9CJ8V.W=R1J6@T9]6U*B4U=/-["RVCD>' 1 ;^MBP M%UC^!X87D A[6'BNLW$/"B^H?'1(>.GY?O1PD(*C6OP_Z>H^MI6JH\KUIQ7B MBFIA5F]DK/I80O,3ST"J*4(Z(1PIZL,97KU/C4BVV798G6VGA8O'VR QBE+/KTAH%SN CU:Z3?RO26 M%3:I\/JS*LKVW\P7SZ;K&4]5*G+" =0* \@3#EB>*L#,'C,SV\DDA6255WD:R$+=E+KA8+5JQWO_8DLG. 9UE&8&)V!FDFA4$=2< I MB0'3.<$HC1.:QGZK2@#(QUD_2L%L;(6J)=Z!.RCD;JM$ !B'/MIK8#,B5BO M751+&8[V+\ 0E.#/]34JE5]0^)"T+ST><.-0-WVT'MS+__N\WMBK]9E,4UNH MA8,8V\IR7.: " LT(DI@SAB6VL?SLJ<<7O0^@AMF)9EA\K]<3%;9\%)8J]5A M^*ZP7\,.RHTLV5J)$^9LM--C8)/6'C37CUM;U?D^ ML[DTIM\,8IBB)#%6E\V/!U-% $LR"A).4R@I,]SIE8;TN(NI&;REW_23D2W2 M*^MR4<5C^['<"2#=".PZ> ;FIKTJFU:\.ULO+QSIG%<^*)^W M_^?WMQ\?HK=_F#\]*V*?1[3774P_G$:^C%E'?P[COGT)BR&O8]:WL/MGA6,YDHCLW_@)GP"8!8I88(* &<*YT(#3/!W5TFMLU. M;=9;P:(?5C*?+)1;D+KG=G_5!Y[(I=9_]-;:H^)&+^U'JH.Q&WM[/[!UOO^/ M4,DJ#U7O3C"Y?7K$I)"'$NXGKXG6A MY'QC:^A]-'K7LX @1!%6RNQD;,DY:>P9QC,.L"0Z@3F$B#"O<+/ DZ-H3ZN M-F9W7VR5,]-LJ39EH95*X.C)IM/T310;?%Q33/(LDPBDBL;V/-^L)C0S=BJ5 MD/ TRZCIW>MV\)8C.\ZUXN'8FJ'=2GOCX71;K&XY1 ,O<5O5HB^M\=EJ%S5+ M8*/?7<2LAM%6Q?*XLE(RLEJ6J8@O#:Y_E.1 (Q VMC*TD.-&9 X$\5$DW-MXG_I]T(14VPG?2H*D M9<*$R G0)$8 QC0'A&4"Y!!+&F.-$!8!$E*=Z'IJGA G$U+]\MSD3-+;]3EP M:JI3H^)F#0V#]< $<"$UU"+=>L++3Q81=>)EF>4!8#),M$Q D&!$)#:"HW^T4B&]W&W'>6"NO>T0^^TTAQN(S@WK -V. MM^\=#K.][?. W?0S59N*B&6IP_6\K$9653UL*L(8*!422@(29\C6(&2 )#8P M@:,QSWXL]%^:-;/*>7>KOP MK9Z-(64,*GL[V#B6$9ZG'&(.I%(I@(BG@')-@- (,IG)7!"OF*#3W4R-.!HI MK=^>%=/;3^\4E&Y4<3U 0]_J-=C4$@[CFM>!06BWO%-=C>V2UZ'N"7>\KJ?[ MY%+\]6N9$:Z^;TYRD:8\SPUDN9GRF$% !-)FIZ(53R#&'#IYT9UH>VKSW$A7 MI5'T2:"XCY;#B4Y_# :>REOU+U_27\3!(V"@/QXC10U<_BP\\TB>5+@[B>3^ M*R-FD#PIZW[ZR-./]'8"GF_4A_F/T@/)C,+JTVZW8Q][<_G]1RK?Y; ML>+! *=F*@]4:D!*%6(=CI$I1+6:_-)E0?2;77N(JM)5*H2U!_S&BQ#NUWV MDF5L[\IK #OA1'E5* M,.543^=$VU,C,BM=RWW=PS YP,S!0.N/Q,#<4X+P)0 ('M99?S!&LLX.OHQ0 ML9RG]>XTT@Y>&<](.RWKGI%VYI$QC+0ORAYK2YNU\=U\+=C"4N$LA\10%.* M06JVE0)10"%)@<($"B%DROB !MM)F:;&>?8+NS.?=BWJD';9U%V-UT[S1>A2V[]$95_WV_ M?+^TJ4)6A?4M1QED>2X20'+&#>?:7.H(4Y"1.,&$9)(G<'94O-XE<]7Y3IVF M-JVF]E'7PTWS1L(7[^Q>'?BZ\>7U<(V6\ZN4S[I?53_](YHOHY:P0?-_7<8D M="JPCA['S@IV6?D3"<(<7NK'(K^QXE]J8PW%KTH\%Z7S?EG$;9;D"5&YR$"6 M0L,@2"O "90@YP)IC6(4X\S':CO;T]1LL9V@T4[2NKR@IY/2>73=^",(9@-S M1S^XO&GC(A1!*>-\;Z/2Q46E#ZGB\@L]CJ)>KQX?5\O2R?+]>OVLY+M5L?/# M-+^U-DYI[KQ?5FE+9SEA),G-EH_&.0(P$120,D@GYRQC*6%9/M62/K/!W>[5>5/F?7O'*HWTM#AO':7\# M U/YV0UF2__HU1K3&("I!V(9$M[^,H\)!YS^I:7\^'FXIT_Z,1G)].:HU M6VP'7K0&WA#;8WFRM"IUCYC%X:"\UWP9_?OGY7\O?UN^>5C^E_G/UW^WKSRR MS5WYJOK)'I]L=,>_?T[^._\MR=[\N^GMR6A3F2;?;>Y7C""?QEM5B\6Q7VE[,LB>T5?P8H01K )-& I#;2%^54*44Q3OQJ M^0PBYM2LL@MGNV,.H-OV]?;#,H:A!'BWH<1K0ZE^;L]0NFLLI7TC^D^K;E3K M&[)^T: #$K;XT3"BCELY:5"XC\HN#=M;7T^O'ZJJ_+C+/A!GB::QR@#.$FG3 M)T/ LQ@"J2C,2,I0$E._BHU'?4R-NM]__./MUX<>>1Q.X>=&OE>B,C!S[J0; M*$]#A_J!';2.^QG9+>NLHL?.6.<[Y?&_%RJ,KWA/^>;[U_5 M8J&*;8[5)E1;<8HR$0-,8@+,E*> IYH"$1.B8Y1G1#K-_VN$F!I!5(4OZL0- MC9N%V>V*K2K17T:7:%TJL\OU[!EX'$[+1AB$@?G(6X/0&>*OA/!BQ$^? MML<-#;I"^Z,8HFO:ZF?H?+#>K?;R=D93#6%,)4B14 2G *&$0%,,T011S26 MV"=A_;9E+\X:(1_]@^TC6CVIPEB:9D8L2C=L823UW*3NL',S;7HA,C"!E#+= M15:J<$;,D:)!39==ZZ,:+$=*'9HIQP_T]'@H[+>Y>?EL!FISOY1OFT*:K41S M2B8ITA@P)"" F C 19X"(1F-L:1$ITZAR>Y=3LWP:">J?:JE+\^^MV5'/5T? M+H/NZ/L0%,JAG1]J8>^B4MP2P*W M4-Y-,@^QQVFL(X0E[L=UQ/"&88C5PCW M-WMZ9CZO-ZM'591IX.U!R_?YT[JVK5&)*SL+I<*X1!*2AN>%8QM!G$Q=AZ [W./OV MB%$=ES38#]ZX^'3@#[BSYV(!=N%]>"9)S]F^UP&CNWENK.>[;V.WUNM)XM MRW_2[Y=K,R47I8O\#$*$8I%S$&MLB)EA&PH<,Y"E@N24JY@QC^NJ$SU,C8TK M&:L F)V4/C=-IV!TN4:Z$IRA[X@J7#[IZ'U 7'R2W%V)SUBI[DY^/\$RWG6 MT'T+=NK%$:^X.N3>O[_J>C"PX;DKR; [GL6IX3L;]Y=#6_,I81@PHE,@9:HT MEC1)N5?-)Y_.IT:%G[]\^OSVR\-_1_SL2_Z[NHTFXO[V_#@X/Z(0P!?=B DI "CAM& M,@"T1\$C0_31;Q7XHI[J[!2?](?5\IL-8WRC^&;&$")4T]\=-2U/,EV+^9$R^1N+(3.R%D;F*FY9&:C]Z/@NS M&]5>!=TXM+D3T1*G%1*46+WIPLJ;^"X!$93$SG8V*B%=4OF07"X^'R[_[TQR MP9)$&^2RS&P$B=" P20&+(U5GC(H*'3*WMG5R=3,MU8:V_56R.NS_5-!Y>0"$H)9SL;E18NJ7Q(#1>?[T+%6=.R2H[^I@<0]1B1ELYHTI0-Y+H0K.;' )A-#0I M>,/C3 <. )R@@;42__%M]>-_F[T5OFG=S=Q%6X6 7A7 %L*ZBW9*15;\J%'+/+U3K/Q52/LF M&,R![:#KY1K97@H&Y+%=%:[IV^0;_T.M;4YTLX_\^:2$+=*]LO_42FU;1=?, M>*J)S#D$E"4M\5Q>D]"\*.OH7X;9:3'&5DRM/A=SH68:HYRC3($XMVG9 M.62 DC0&(DY1FDB-I":S)U7,5_+KQNS,QED8':7WX_#-^U>ACS!?7PT)/-ULQ+_ MBFI9/4]O]Q%,S/^H1H:BJ$P 3&(!>&JPQ)A*E&"M*?8*R>B-WRBELLP2I.,Q4#1F"9]DR:GS ':<:T@%IA1;GKM??E[J8VC2N)HS87;L\R6V*[ MWX<[('[Y:CPLC@/SP+40>MV9NR/3Z_K4YR+3DP*9@!90C#%B2*Y9E5,;*ZZ+E=#=3HX]=L+$-S"[3 MK-H8Y%K:R+HS.*>QO@"PF[%P/6P#L\5^>/:=V9**Q7-YI/&Z!NTWM@D><=@- M2]AJ.Z>[&K?T3J>Z1W5XNI_NZ>_/-C80O+9T8#7R^+ ]KOBBQ^K:T7B#OI>EDKN=L MFQ^FC!(JRBNQEE^N^=WSHY+;9&%E>:\O]O3F8?7[NGIUE@N.18XD$(F0MFB> ML1#B5 "1*94@2;0Q%IR3+(\F]M089I?ZKJK%5UAQ[07[L_D+LQ)[9"L>;_"[ MF6RZ0SHP16XC)EM*1SNMH[;:=?ZOJ%$\,IJWXQ6B6O=H]XF4VD>E^M'#*C( M5(U,\A/QR)(]R4]EI-3;5Q" 7Q;NT4'N3.T]GC3CY0L?'>&]).3C]WY=RM!/ MNBS#96^-BLW+0\&6:U;6^UV_>MG[C95Y%F>4)U)10&*N 4SC#% D,R!5C%.* M5:9SIY">JZ28FO'0SC)9"QN5TD9M1>[LC?/^KZNTDIY94OH-G*.KP-##,?3% M_U CT3NK9R\D!TG?Z2?)3?)T]@+K7$+.?HWU)%-[+ER53'_S7!C"_ESZ.OW! M%L^JCII.M,(L1H!0FX0!0@IXS"5 ,":ISCEB<>)%G)=ZG!I)UK<9Z_)R?%X* M'CT_F7_YJ[[UK+W??7,E7T3>D?E"XCDTRY485L)&E;11)>Y=5 H18 MQTF24^;NY#RFZ#XS]P8>SJ=="??]#G?^S=>XIX[ZO1#-E:*0@R0G.8 RQ8 ) MG@$DB8HI0G&J,E>GYFE_+2-Z-+M\*[4_\]_F0W$XPYS@T ^]Q)>Y(5]U>S"_ MJCV8Z^?V/)@;_\,]5_>^[LNW^S@\3B\G^)&,='99?025&[MH?RQLW]U]W7JN MSBL>L?)CJ6WP=;1J?2U_-5\+J[^6QD*/GBP0HA8\DRWF'HR.CN M'86.W7CP26;VEF GZMW^('J;7(,#_\8=L6IR*CN:*A&O_W(N3^MCE&MI.,I=OC! MO-I$&'Y0Q[0# @WNH(O[=8CW6,%[=GCK9?HZG!S6XBL[Z+'@OF9/\TV5#&>] MTAO3G*J]\C#+10*S'&0QLU>+"0),Q0G0&=)"99(*[)0BK+N;J2V%+4&C1E(/ M)CT/I\,:%P2D@1>L$S(&]'QT@Z&3<,Z_/1Y[7-1@CPHN/]T_!>B[^5JP176^ M_<[\VWJF%(:( @9FPM:4X1E@BG"/?)*!'O4QM5F_S7%:2UKV[U0ZI40]"P*5Z4$/6YU]*2@9Q4[E1;T_,-CWCO5 M$>G&EM!J;K;T!UO[7ZWA\89MU#LV+\HKLID4E(LXPT#'& .(F;$,A$8@T3DD M2JB$*R<*&5GNJ9'2B;PHI="1E3JR8C>WQUL=S>=@2QB7?K&WNU#P_V*&O%,8 M]#N8_+5"D[9P]XD<72J<_*BF^9V,<;TPZ/A&W9M?$_3&?YB; G]Q;GT*,23&8>X+^G??S]WO7HC5\W*S_F*, MC_D/ZS]8%EVIXVUG5#"$8R$!AK'9\FB1 *ZX-D8+023A4$KJY23=W=W4S(Q& MVJC8BNOGTGZU/3QF R_)6[AVDEI_'\.?*KI?+%9_E5GIS%^CU\8*FV_* M[.)W36QW.!<_-\""^O==Z')4YSXW]0\]^QS?ZK&]JFO$U:$CEM[>J V;+]:- M>_-*FPW<9O6HBC(H>C?9UFPIFU])]62SC6]+%7V8+]7[C7I MXL2JP,/VU[7RNZI2T9]6_Z@$P.=N;>@/QV%K-:'/86#RGM"7X&=-CS1$G2;T MT#*,9S>/A.:>L3Q6G]?506Y%07Y53\R6M[%5B9IXR'943A4/N?O=+$]C&&.> M@UQ;,YJG#'"=YP!K0A.(%#,/]*F3?(5,4UN)6K)&8K5VC$ /.4ANUOC(T _, M^J?2"]Q%.X7:J0;VXP[K7 .[WX0RWB'8/^1H#+TB!)'U MUJM$2, =5HZ@W04->Z\3I);1UY;[L804(!L["F,N )KM\CBXD7I8=(>^S.X(@Z\D'BL._@0^8P3"M[N=0B3\"1@< M0^%/O=F/DEZS]7?[_[>& '^PA2H/Y]>;8F[+C/U_W5UKC^,VEOT^OT+ HL$ M*"XDBJ3(76" 3KJ3;6RGT^C4S& W'PP^$\^X[1[;U4GMKU]2#UNV99F4196R M0*;'526)]QY:AY>7]^'^8"GQ]!>M*Q>,Z SA5+B^E@5 2D' [)Z$3/@^L3/62D[?F*02(8R^[ILS@87F*<\ +J"R$X<$ MX))QD+J66BHS2!ZZKWEWSYIXQN)GD+?G2UO+]$5FRF\-F@S[R,N3D^PA*8%O M">@V$(WLU1_=1N'\=ZT;QEN\1@%VU'7M/HDF7?)& >]\-1SGH0-.E]\8H^7^ M1_-ZN7K:+[_H=J9MG?ICARX7ZSJV9E%(+A42 C":0X!$CH"PECQ(3-.*?5K%HBA6X M2KW5)J#6(2[L <&B<>&?*.CS_"MNIT&V][+ZR$5C!7D.QZWWI'G 8Z<[/!ZN M\\EY\!V/&9+]<2BRV/2Z>'2'S,QG\/ M?\?6/FTK=W(M8VNLW/=@ MK/J3X?T?-V%V?+".I^GRX;#,9- .D<:=J\CSYE+](]>B\>]M:_7=L72N_V;]=V\=1O?G=L MHM]OUINF]\=[O5_D+,V5LN\_D]R2 !4<".Y*Y2!*?&"8W, M+B'=B1M&"EXP^W'$V.!%IHP#;I6\R5>UQ%\_)&VA[4]C]#@: M*HG.(U\*04 M$P+%.>,$W3NP_;#K+;0[K).4PTPB@2VTKM@&YQRP F5 <9-I"5-1^!6Q['[\ MW$BEDLYG&?7!SH\_AB,2F2G\P0AO%]RI\[AM@D^'F+8]<*=Z%VV!NZ\*K[;U MIFI);HV0+5^]72O]^W_IYX7!W'"J)(!89P!EG %A: X()Q(C3&$ND6^EKKG7[Y9?M++KOIW/Y2&@]\Q[CW,J29HA($UF7W62%8 2 MA !.NLB>?(Y3 \@-EW CH_B&G#7'V4O\BAMGOK@@)ANU8 MMJ8AD%I@C8I,(0JTP@8@1NS62&,,#),40\1-*KWBE(>+,#N^N9: >$@\;-7M MC).#V#U5=@\KF389R)1+N=(&6XLNA:"PD\8DRQ%A15C1@$B3-6D]@(-H31;C MI'/BN8^-^E+$-B&OMC/J!HWV[07Y>FR3[O% MF$\V:B],0=FI_4\:MKZ=%:I]_^3:<-0QW+K)BCT&*I:FBF(1LK@%CC^WE>VB+'7%DNTNE@]5\D)=OWX0BX9.DA^%1H0^ M,G]>%'RO9'=61+U@G?0CKC4:CQ8'(C#;_?/KS2>^7"_2#&6:(%?QCS" \A0!H8@&/$>&8\0I3$T(VUT.,3="JR5, M2A&3GRLA V,2.H#T8Z3[X(E,.H'(!)/*=>5'Y8V.82:EANMJGK_]/5>&._1K M;T#5@.B_-=^^62M7D'^A"(2Y2#60/+=;0$A2(-)" "D0AQ13*G*O5[QOD+F] MY$WL;MWURDF:6%'+CBG^[OVKD-YV\8\!5'2WWP",@IS]MT 8Y/"_^M#)G/ZW MU&H[_F]>>V] 0W>:1'LC]4KNEU^6^^>STW2".,YQ;@"FKCJ]S@L@A/TD#)4: M9<@P'58U[&Z1YD8B)Y7%K29\_?RO_T)A5OS'R?:G]OI]ML/^:I5N:HX-#H@8 M/*.>?J5)YVE"/]/!?W1T,35>I(>DT62BJ(E[H8T41#%8K!>*J;@7QNLA%G<_ M.4Z_D?5FKW?']'3!5ZXU317UL> XA2@K,J",5-:0DSF@7#/7\PA12I2DN5=T MQAC"S(VK0[I$E'JUB@ DC68U.8S<"J1W3OLY>^J9BK[!G&*21N_2X8/NO5TX M>L>859<-'S1"NVAX/7, XPXLZ?O]9J-^6ZY6G:5]W^O]1^>T>]S\95?=MT@I M2:DH.*!E24LD[2,E^DSSMZH#B !*>:)H] MN'I^DQ>9TKL*N'O7;V_4+JN,=11R=^F22?7->-PD5OOJ"2,Q_[1SU;M 3"3* M=.O(M-B>+#<3#STTZ(KORQWJC\:5G/QNM?GMF.*(LISB,K(*$0T03040.I7V M$\9(F51!&G0"W3?8W-:!@ZS.!BSKM);B#LX>[07:-Q!G'/ABNT*&(S<@:N8V M)"/'Q_0,.'$DS&W5+V->/.X98-Z>E>ZJ'6"NJ-="2$TI1!!(HU* )%- (,X! MEYCF*LTH*OQ-TNOCS(T^/NK/M1?0E?L+,"%[H/0P^\8!*#)!G)?F>SAX3!]' MPRJ@?NLXF$U4IW4@=F$&Z6U$>HW(GMNG,_QNZW!BK'EX8*C%$.>P1";*W#\N?%H?^KI M0U+JD)1*E,EA ^-H0F?)SV"+B'UDBAX?]F#3;B!XHUI[H3),:@ .!.C<)ASZ MF&%T:#>PSO+\L-U\62JMOGFV^U@[[MOU%[US)8[JPR[7FE!BF6:.!(4P+F.$ M61),"PHT1ERE!&NH^6*_V?.5'Q/Z#QU$@@.V*C< M%C#\I+06#LLYHPUXPL BKM+:_$]EZ.1K_7FKY9)7ITJ?5]I]>+56KSYMMOOE M_Y:_MP)]UMO]\P?['=S;O[G^+I^=F;F01&F$BQ08S25 .-)9K7RSIIREQ+,Y=4?5"M[*W$6SH%%I(=:R[]Z'+2^9FH7&UK8MHZ M/20'KKB&7;A>+=NQ9\HN\C]H%V6W4)2!(T0&F"**4 P18!):#>Z MG!**4\P*XU7@[\KSYT8:;0D#G/T=P'DWWW M';=-Y[._+O.)K[[GLE&=4C\V=;>/&\;#B;W*&,]RN\Y3J K709K:3TB#3!LN M4FW_4U[U=X>+,+?7NO2CF/*DWTUK?JU?)XTL%O ,?ZLJ3@'B2QDQB" T'FJ2"8! MQ=B 7$"424&9SG2(4_YRB+DYWQ_=&(FL6P[!NL?^7VMY;J]V;B%04!\ MU6 L)@JINO5U"-MW=6K;N^4ZO6.ZW5:GI"<;K>XKAMD2=435[G%3![HWX?%Z M]_UVL]LM.&(94HJ#PD!D^4?D@/,B=[E+1*LT(RRL%]&M >?&2J5);^=M9VV[ M;76BY3JN-MG\8=;&3;3];(\Q,8S,;(VH+G6K%C8Y2ON0E/*.9YKX(C.JH7)S MT$G-%E\(SHT8[_N&M*KGZ]=+_O=@PP-R*Q(B:EC$DI9$AC^0[T/(R=.S&)3 PGTHWM9>U1O;^[ M>\=]$S9POR[U:8_VGNN&60$#<^(Z<^'<@ED?\W[A*\+\X)WCS+M3 MFQ\J7W(3=5-K/9ZA-,WLC&IF119Y4B-M&OC/3;R)1AW:3/.54O:]W'W8[/9\ M]3_+S]]NE%Y(9@U%+1# 98,"UW"/(\Y JH@112X,+KSZU/0/,S?.KYM'UJ(^ M))6PB94V<>*&=M?L1+:?QL?#*S+]#H5J0+O-/B3NZ+G9^=B)&V_VJ7;9?;/W MZF$FZ&LM]F_7N_VV]"VVN)TCU[H &!.[HV0Y!S3C BA(E5$,9R23H8THFX?/C0A* MH5S1C@Q^);YNHE(#.FQ?H'=[Y;\'D\AO>B@<@]I/GNM]5^O)P\,F;SMYKD97 MR\F+:\8+QS^6'M9:4\:@!$)+#A!*<\"-)3PFF#0%(7813^\-Q_]#U(FN4D1+ M1_M#PK_PY:KT"K@CI9W=1NV2W4&?^V/T0TL_CX9J9 JX$J,?L7*S%S+1(_5? MJ-ZRE_(^D?KW5DF^J)=4UUBXJ]L-VL[8?9?GTW8?-:BF?JW^/JY9, 8XI CD MC#*[]^<*T:#F4Z$"S.W5M_(G1P624PW*LP)7*FF]7SEWV.9SV1_NVN6A(?^! M4^?'*S$G)#+S],Z%\T(ZP9.?Z_^/8I0,16_D./] (2:.\A\&T66,_\#G# B6 M^?97>_UFN:TC/3A'!J?( ,ZXL22((> Z0\!^09E4C"B(O/KP=#Q[;OS62!<0 M&W,&5C_MW E!9$9I!!L[&*9;X=XXF+-;I@N!Z9;U)/KERB5A+]INNU]\=%V M7OV^W"VHQD5A_P<4@X5KG,(!(P0#UT^%"IE1B;UB7$^>.K>7RYERR]U^Z7JY M_:#Y[FE;&\Y.6,]-Q"EL_2_;8# FV#(,P,'[G>O4NV_)M3>TEEO[T_E2>_K$ M25[&3B6:U[#[CT/"0CN;++7ZH17(=18 M8UP0E_L&$0-("@6H1@3H5!<%D4C2C/C'E4:0<&[$T(CZD%3"AG?ICC>9'NOY M2T]1;+IRLB>E\$E;P78;N^2;YZ1]W:'3G5,S:?1LIO?M.JE4O1%\/]$4!Z0L MO?143Y3Y5$UEU;10MJ>M)A,EM64VQ?ZZU:/>.,K>%]RAD4DH9Z,CO!-+3GW\O/+$7 MO3-D1MP2>T$PKI>_34 ,B8 8CD MT)GG&2"ZR TC!7XKWJWU^K]D^. NBOR;F$4 MIBE&",!,N^@[+ M"@B84BQ-L3U^M7EG+G/^BF[]_V"ZE7A"(4T'M](E"8H"<8[#X>?*:%:;U8IO=\Z[71G0HYY8C?P]&>,PZ^5F?P;G M7#O/@Z[C=^1XUG7CBS7CK\V8!V0O]_69Z.S,GS\F.P2+@_E]YV,CRS2CH[,X M:(>=JD628?1.M^_U?L&8QD)A @C'"+BM&6 JY:"@*$TI+S@7)J1R=/]P0>;& M5%6D1^M)Z_#TVW>-AU+D9?E6QUDK[22]95NH3-5*U@TYE\ZQ+?4#&L6V[QI& M'M]O-NJWY6JUX(I*81@'1KJNKYPP0)5A@#$!4\V8S$10CEWSX+GM/QJYPCCA M !-#2+,BI2 GN=T*,I@"K@D!&J<:91(QJ>"B"L7Y:<^W^WA@G0\2#[)ON/W1 MF59"_[),/A)$RS:7A$&34I8M#:H P7+A/-)>,Y3A#-8QOUI[^ MP^$@-D-, *%>J[O!\UN!AL 1>:VY^>X%+RCG2HZZ=!P>/NDB<:[2^7)P\?+U>M=G\Y+Z!*)04<:@,0SC5@G&AK/U*H>"&%2 MO;U?? M2'-;&MJR)E_5TGX]H*WB;8P]/$5C(1?YG;X'M+!]N \@O9OFW@=,M\/UT>-D M.^IUP]"B;,?^KNV>KJ[%JY3;LMVKV_1PAF$JTQRPC-A5VJ08B!1J $W*!:?&$*_'ZWOMB[S?8A\!S\B\<=JINBUSU:RZD7KD'6@@4"-7>_,; M>^+B;T& 7-:""[O]98+<#G%9]<_?;;9&+R\#HP0KL."% 2S-"Q>ESH' T(!" MI#F&*-49RZ>->_.4?'Y1$9>A< ?17RX:SO=[X$>ZRVXA<$*B#G $QA)P;4[5T=)&M MVT;+9*WWR;+4T_W>_21=7YC/K1[C(W1TC_(]\./'EY[=V/[/TXD]*.C<%DFE M8O*54_)K]^*NC#.W-> BZ=T)&E2>ZQ:PGA;K_7#%ME:' M('5OA8!S'&+6"#B,]9)5 LX5OE$GX.+R(0?/_WSB/^FM7NNZG 5)N90"9Z#( MBQ0@J+6U)2T5:)%G5.L\-]JKST?GT^=& $Z^I!(PY"#Y'#.?P^,[D(AM,!U! MN%WUPP.-@.CY>U"9*+S=YRL2>&Q^1>G^H_+SFR8\'K\B[^F1^+6+AADJ!Q/H MG>8[_>UFMU]DB%.!( <*8TM,LI#549"6V!2HT!Q1%&*C7 XQ-W8Z;D!63L1$ M6AD#JXAWX.AGDMR'3F3&.@)32O>0./G&,T.NZSZJ!=(QS*3&QW4US^V.GBN' MO=X?]'[@V_WSXY:O=\Z/XH)IECNYVK@"L4>G;R$H$R9+@5K@+.2]#QA[;H3P\=FI9E^' M]6>Z?SH]]GU335)DTIQH?L(V4F-@V[OINFN Z39H8^!PLID;Y8$S"RP\R_?] MWF4%O[8+QG=\N?TK7SU9D_;9 &1_A+=&R/9DS%?6=(\8Y@(A4%!B8OS1QPP7KCT M8RZ59H+RS"O%,7SHN:V5;7.ZOQ3$P&ZT_I/BN8I%@3KVJC,>RG<$8OH"%BDN M\^;P+Q2FZ0O+]:A-[R<,([;V_NCH-$TE3GGJ4C(5S %B2 +&E :88TI)!KFF M>0B'=8XR-[IZ]^/[[\'CFX\_)*_??/,81D7=,/JQSMW@3.$PV1\<)G'K??EF$'516QI:P-KD5F)(2Y%( 9K %R M_3:$T!(46AE%4IP9%'1,U3O:[%C PIT<_'X/R:?->O_KZKGID16:B-V'LQ\] MC(9>9)HHR>$HZ$/2B-KL<<=,M/: 9.3TZKX1)TZJ]E#^,I7:YZ9K9-*>N7?V MTY__U/S&_N/V:G_^T_\!4$L#!!0 ( *Q1#%-(C6XJFX4 "$U!@ 5 M9W)W9RTR,#(Q,#8S,%]P&UL[+U9NO![B#B["+A[ M>+C_\__X?C;YY2O.%^/9]%_^PO_*_O(+3M,LCZ>?_N4O?WQ\#>XO_^-?_]M_ M^^?_!^!_O7C_YI=7LW1^AM/E+R_G&):8?_DV7G[^Y>\9%__XI:F MB]4__^4OGY?++__TZZ_?OGW[Z__[KZZ?6O+L8/_2(]EO_ZOWY_\R%]QK, X^EB&::IOF Q_J?%ZIMO9BDL M5S+_*5V_//H;]5]P]6M0OP5<@.1__;[(?_G7__;++Q?BF,\F^![++_7S'^]/ M[KSRTWSV[1-.<;ZBYJ]I=O9K_;5?7\X(%$3PZ@'+'U_P7_ZR&)]]F>#5]S[/ ML?S+7S[-OWV"JEEF)*NO_>\7?_CKS=N_S'%!@%D]_PU]X_+OZUMVI02_+W&: M\8+'J_=,9NG.+TVJA&?7?SD)$2>K[XXRCD>KIQ[%Q7(>TG(D=)))%9)=9 64 MCA:\4@PJMGSD+ NI[S)>"5\0Y2N%+##]]=/LZZ_TX%^K,.H7*ZFL)'+O=1?2 MV8WNJ_7WD7YW9*,5 FT :3PM'AX]1*L*F" %9B-D$&POLF^_[2[5M[5Z-$^_ MS.89YV1 KEX7YNF>AN^"]_(W?OT2YO0@2)_'DWSUU]62=*&KY:P#R5VHA0X$$N]P/I[EXVE^15OQ2 @I M,G,%M)(!5(X)(J8 F+7E.1FI;3> N//:C> @AP^'W64Y$#!\G(?I8EP%?PGH MPE/V&AF4E"*H%$@87$0HA'+C4LC9=K0[K+UY(TBHX4-B+XGVC(KCZ7*\_/%Z M/,&WYV<1YZ.2',^L("AO$RBF,P21"IDWS7..+FIN]T+#^ALW0H$>+@KVDN @ MM/\>/XVK$*;+M^$,1TJ(%$K4$(5TQ 0&B-7[2=(&YIQ'Y5('"+C[UHU08(:. M@CTD.0@DG%!(/R<3MA+\!Y(_OIR=3Y?S'R]G&4>N*!(#5X!8@6U9!L\3 \VL M,,:X'*7H !A/$K$13NS0<=*=G ,GE+ MH()6%%>I"-QKDT3)4>!^,>JCK]XL?<6>'S*V$^J0D/&2OCR=?YQ]FXY$TL%; M[:#DFH^3&B%8K:$(P63,R=H],YF/O'@S5 PXJ]F%0(>$B973=#I_-Y]]'4\3 MCJQ6-GL>29N>K)[) 5S2'A)/Y&L'9[E2W0%C[>V;H6/ N<[.1#LDB+R;+99A M\O^-OZR<:F,$6FL\:"DB&3^22E0,03(9-&:E2NIP1[GS[LW@,>#<9T=B[1D< MU>H=S3&LZ);!E^A\ %.< J6TA2AI0_0\%\U$UM'M9R]NOVTS PXT[FSZ'I6 M>3T]G[S[/)M>Y>:BR;3A&;)@09(MTU9")%[ VN0C8F(1S5YJ7W_C9JH?<'IS M+Q'VK/X/F,[G!%TNXL?Q017_\/7T.TT^XRL1KHWV60@$W+(#BB!"=<""\]YRI M$##LY_T]]-;-,##@#.3>HAQ$./#R?%[%=7$V6R%-.CA?C+A57F I@,4C09IP M[7WF4*13*E@DI/N](/'4VS>#QN#SCQV(=A 0.9G2TT@D.P (@^_?;/ZJ<$G(CL0[2 @4@_XYR_#$C_- MYC]&042TVF:0/FI0N5APA1@)01F"?DPY=6$\[KQT,T ,/@>YNR '@8,/9V$R M>7&^&$]QL2"_2!K#>$V+&0&JZ!H660W%!A=BX2&S+@ZP[KQT,QP,/MNXNR ' M@8/C,YQ_HBWOM_GLV_+SR]G9ES#],5*1(J)@.?!B))FU6,!9$S3B97H"Z9<)N9!6%+J$Z0@*"+(3]9HL+$ M959=>!&WW[D9% :[X[1SVG8#"0#SEIV+.:^#ZXN8J;7XT4*D__ M,+^Z?>"L%\Y@@BP\.<_!)@@J,A $>V,CMS'NE])\[,V; 63 VRTS*:+0HBUUVX&B &G.O<7 M9L]H.#K#::ZW45Y/PJ>1EIYQQA7H5%R]I*:)9DTF+A82D%-!J/T.NNZ\;C/M M#SB;N;OP!G*IZ\:0O:;O+$:I<.LX\EK;1S&US?6HAO:YS'S!DHQ&OE_F\I$7 M;W;+;\!)RRX$.BA,7 1*%TQX'J4A!M%[EY5<9M\Q"-.0YEVYN?MY[ M]6:X&'#NLANA=H:,?_[UGB#?T#?V[.5P^O;5\=L/QZ_HBP^G;TY>'7T\?O7B MZ,W1VY?''_[M^/CCA[M\;-CHX>=/[;(+Q)8\[-DBXGP!GT+X,EK53%9\G);7 MXVF8IC&!9':1JKC&7HA<%84%K*X]3'S)$*PB&T)&!(,27,BGW/42%G$%B\N7 M7JQ!G"P75]]9"1X8OVSM\=^WH6Y7BW/UCJ/% I>+:UYCU"'Y@"!MR+5Q @-O MHH#"N;I:.?9A3-4'%ED3H0>H^;U%WJ+T.Q:R92#I%X)U,J M2K6G*8!GM-VJZ+3.,@DFGTJ*[8N<-7+Z!= ^^GT0*OL(>P"(>1D6GX^FN7XZ M_M_GXZ]A0LPLCI8OPWS^8SS]]+55Q8MA M49@L!22?==WG$9PU$9QBZ"PFKYYLN[/'OO8$5?UTY6F'HLXT, T7;J,TT\W MS!Q_3Y/S>GQ!?,[/,:^*JW"Q/"KT^6@RF7VK_0-?S^8OB=SQ\LUL<27=$7=" M>4WH0%I0H((K$#5SD'WBBGM&$>Q3A\^[PZ]3-OII&=0.K_WI> /YE^):IG M\Q^T1D="96Z,(]I+\&3JI8.@-8/,T=A,7JYNY/;?IJ*?7D3MX+6SA >!CC0[ MPX_A.]ZRYB.>&!=%!;+<(8)"LN8^E "Q>!V<\SR8IQ+;^\#D 7+ZZ5K4$B_[ MRGP P'DWQR]AG(^_?\'I BDT.5U^)LMY6UBCJ+RK%A%$L!84(WT[1JY 3)BM M,]:&@DU@M %Q_;0X:@>JKO4Q (C=)5Y%ATA2\N*TR]&W M =/VL.G\!+ZA*[^SC'<'R&P9)AW9H-D7G"]_O)L$$LA5HIE;(6.B+/;3:]KCD9 M0DJA$[SVJN(!0'SE5A*'8?II3+Q?2'9E]&7*17H)B5D$92(M6FTD1!\C:EMO M+#]54;V'G7R$HB&D&;HQD5V(? #0^6TVR]_&D\E(.N%21 *Z9(;<5$*[8[& M+C'*@CYJTR8+=47!$#(*G4!C)Y$. JW@M-;II";J*TG_EFLIE!D\B"MRR!% M,/2#$-+-Q=ON3<@Z.4/($'1G/_82]@ 0HE)T#9-8G**F I6:%>8C$_W8MZ_H.4N/8.!U%[:?J2> M90_1#P- -?MP7T:TRZ<0!0^05*9=7LM C*@"PD3C58@,\U/]./?"T,,D];O] MM8-1!PH8#I)H.="#)ZN#ZBM.@C.!F<0@!5-/B)0CT1@+UJF(@6'M1=822@_0 MU&\JO"V6]E7! ,#T\GRQG)WA_#V6\^GUXKAJ:C>J=M2(4H")U10WDD]D5D&) MBJ6?T_C12VG6=N^:]V,"C;7,9$. ME//D8(;:S"@KPXL2T3;:]7Y"6+]YZ4;0ZE(9 \#6ROR&R>O9?&5Z5QFTCY_# M]%;IUG51C>$B^%" *UUG>T@!,9;5A-*4LO56RJ=&.>ZY(VY$8[_I[I8[9/;3=/6;+F\$L@Y5 M,0!@O9E-/WW$^=DKC-?7-;Q4F5%L"UPR"RK2V@C&%2BY>"-3L.G).:1[I*WN M$]-O=KT1A/85^A!POI9WX%C.K;7HDME[0WBP])"=%$%%;7MI8 MJ)^2-IB$53ND=:N> >#M]BY^BPNF>>$""[!@*:RU*8,7,0-WW :IHW&Y39'Y MP_0,)FO5\,!O?T4, 4XWHAHEKP-FYH%C+>.P!2%2X V1LEE-DSA4[TD.W&E M!I.3.LA)\58B'X K]91$M/+6R02!V7H8$!S$S")$P4KQZ+@V;=+G>Y:V'"+; MU Y+'2ED (;H5O?FBQ8RJ5BF=92@T1E0O"B(42@HCI?,ZP7W1E=_URGINZE8 M-QI>/X'91]P#@,M1SJLBL3!Y%\;Y9/HR?!F3E2.#2F&"S05$3I9D4B?7>>/! MN. 2QDC!:J.RS(<)ZKN\K@EXNA#^ ##T'I=A/,5\'.93BA 61RF=GYU/PA(S M!:CC-%Z.K"V!(@):"ZMA-5+7B\K9 V9.-IN83?*I@3^[P^GGM/4;O#5"5LN3?Q\O/5\5?-[>5%PND_^IIP,B@*ZG(".1*UH69''A:-K5Q:+0BL1!,&QGL M0&R_@6$7*+KO?K75V #\L9>SQ?*TU.NJ*^N-\Z_CA(L/9,!'TOM:_V7 2D5. M@J_^@9$:F/?9!Y\ENC;YS\=IZC=\; &QCN0_ "3]-I\M%N_FLT)!27+&1 P% MC!01%/>:_$M4H!@M ^6%R;Z-/W:+B'X#PA98V57" _#@K\\=+_N@W5R6M>1B M"F(%K&&U-;:4Q(C#>M/5V*!()(VBOT=)ZC<(; &<;J0_ !MSS4@UFQ=ES1<, MC1)%$:6&Q4G4B+9.TO;>*I"!K*AG@4+.*0NN3D8,VK!4?.08 MVS1$V8R^?MVA-A!KH)D!X.T5TIO3^$(WQ-/9;+X<_]?JGR.7LO#,:(@NU5X/ MF99.(/..43!O8HG\R6EU^Q3=/4I4O\Y3&V1UI8,!P.F>@$8.DU&:"]RFV+?!XCIM\ZIJ<^]H\2' )J+_G:5_%NNWJWVQF@Q:$_ M=\2-#0E\K!43%(AJ'CPOII'+_21=_98Y-8%2=WH8PMY5N7D[F\[N+I KQTXJ M+5DQ!DJIH[)T4!"40'#1&B^L9%$VLDI/TM5S-->\3T'**U!-!^@M\> M._X".U/\5"NK.D'/XQ:5"2^WM8O8 MVB&I&R4,P!._B2&NSJ+'TW-BZC+(F$T7+[#,YGBKQ\+Q=Y(?Z6X\#?,?)^2- MKGK,UE/LV2K!=FV6K.PJ)K:?(A 1LP9-%KCT9HC0R.:=:V;1F3/5;=M4B M!A@* @:Q,5^R>+F87^ 4ZY%HK#<6BZI>!;D6Q$8 CR)!,C%9E9G3ODVM^R,$ M]=LUH1T(]Y/\,'9G7-Y*RR2F!'.)@^&6\(^8R,V(#"SCC$7::(QI4ZUPAXQ^ MVR6T@,ON4A[ EGM55?<*WYV<1YZ=EQ=+B M]'RY6(9IK3R]6!Y9BNA*'>EFG ?ELH!H=)4:KU,&D2*:-B[\5F1NAK9G5;W9 M3DW#Q>#EBKK'X\AR%@/C&KS4M1"1>XC.5*?0R&!T5*C;G =M2>AF.'Q6E:$M M5=49$ONYDO/AX^G+__EOIV]>';__;.R1-.H ^U=.OINV- U+N[?;]U9 MZ@/89:^IOY#(R]G9E]F4_KDX^CY>C()&8YP3("72IL#1093"@#5%<68U8[;- M_:\GR1H(HG;0]V/0V5OX T#2&@^O9F=A/!T53ILZ^1 4Z>C:/%XC!&$<<%4S M+H85;&1Q'R1G(,C97]WK8>?>LA\ @&XUP?D=JP@!@>:3IS24S.3"GG(@48)!\5)$> M7)U]:HOEDGL6-6]C=9XDJ]^:F^Y!U)T.!@"H]5XWEURD%$O"4B#5<9CD'A(_ MF1E@S)62BPB8VYSJ/4Q/OU4WW4.H ZD/ #O7&SN%TK@ZZAXAUM[_*@,WNM9: M.]K-6:[Y7T7Z-D;81F4-]VGIN^E9]^[R;F(> %!.IFE>.Q^_PHO/)]/[0>G[ MV:1.+_D6YGGD&=,F6 F:)PFJ#O;RP0BPR==)$JH(T>9H>$M"!^)7[XB+^V4& MS90T S>3\=&2]1C22 M#V3 O8?@$X,8C+'.J6;G@COFQANFQMLI?MV6[:6% MG6'T!>?C6:8%,U^VZJ>'F!1/Q9-)EPZ4#X$""6N@*&>]B2K91GU;=FQ_UO+$ M[W!PVD\/P\+3R6)QCOG5^9R6Q;N+%URLEM5$BIQ*\IR$8^HU694D@I.^0-#( M-6J3G6G36__GM/7>\^6P>.M.3T/8%A_F:-6.^8(AD4LRI1IH)HBA4A@X3IXL M%I4,Z1MW.VJI1]C5H]W;6;@+GOZ@P/IB#;T,B\\37"S^ M'N;S,%T>?\=YG: Y\EXSP]""\V3+E:88.3!-WBV%X$Q)6F%F+:Z\?XB\X[M[ MOR3='&6'4,H@,?<88]S+:%D=_(0RT@<=:J$&@O;99A0BF1AW1]L^.&MY@[I' MG'6AB.%NIA>K:/7#TR^K6R-7#.81>:692R\ Q903FB(GEN@."@+S,5JT; - M]U:T]GZ]I^_MMBL]#A>I*X?B80:E(H%B*I")3U#&1W"B=JP6@MEY8#1S M41@IL\Y=N8KWWM[[=:+!.(O[*6;0[N)]UB*KHXE$O=C@$UE_DF&0D03IC(S) MBFRTV-]AW UM36\B#$K,TJ_'\?3B MZO'5;XZ(*S21&S!"D%QMSA"*U%"0%Z.4R=R6W="W/3']7V[J"9*-]39 G/Z< MTY%'P77@""%$7YNI,_ %/03N7#96^>AV#*0W>7W_5Y]ZPV+'NAENQ'*QE(X2 M27,QOF1,9283A6*!QP!*UXQ4M JRP6"Y%M:+5K<=-B2Q_[M0?8ZIMN'A< MQ5YW^)*>&*C1%M.>I(>&W%[G)'DC):DL*>K"-L4LFU*X&1K_].4U[]0TN MJJF,7#9 P5PKOG&Z6"GU.FC+*66;:Q?-53]-05^%$!!$9KI0"">CVC&D^>F[ M-X/45HZ656*R8[!M!K)G?7S2 M4@L# M=[S(AG-1OPAKS:3RM>/N!R.<&+-L&72\>*4!36\\KHZP5,:6KRN4 2%L+>HPGE:2B!"# M5KXD:T3^:4.0[5ZY64'TG^J)TF9TB MR45BJP@$FX,6K%@I1,,BA9\3N!D0G_7I2$N5]6_J-N9N%1R-4.2$MA3@EM6. M3[(V6'&![+B4)5(LQ$7#2R$_I6\S.#[K Y*&"AL8&A^K WK8IRTL8]"9@TJK MVET;(&*0D).6M5ECEN&@=8=/T+H92O_,IR5=*7( ._G=[L39*\:SR!!B+!19 M<4?&WV20@:-&5K@H;?;K[7M BS_% 6N'EK'VC"!(B;/ M*5!'+5WP-GL6&J6*=[K"*_X<9Q5[J6'/.Y?'TVYZT3]P?3AWUZ_.?W[AX8= M4A]\R\'ZHOZ3V;>;D4882Y9:B3IWR)&WI,A(,:Z@3@'5:+/P MK9LZ/D!5!^Y4?>:[^>SKF.3WXLI26XZ_CY?C6:"=)H8U$Q'HW M/M$'$H'G@8-3,6'D/$;>9L_F>7_8[#8@=(& +V5M!9$^.O9_-7L/"[+^826TNR< MY#S2F8NHN(%L?/7= P.7-&U%.<68O7"Y4>7S4U3UVS]K<##L3($# ..KR]?> M&A!+EIT^OZ1OCHF?.A#(:#+I##/Y1L;6F4"H@!=6AW-$']8K_#K;KI^FK-_F M6H,#9:>*[+U(\'.8?L+%;6DM%KBL'+T9ASB>W)6;,$X6HQS(9,EUSS)#S([5 MCIV,&28B*VN9L\<*MK9Z;[^-MP:#P-8:&X"5O'_><&7OB;^WLR4N2 $X_KIJ MI1T5QL)U ;2>9.@B\8;&0(DF:%6G:M]#+]2BJ8S4F(HZ28MSH$R+'RI,D_]C$5 D]@-@?K56PV_/QQLOH):_H' MWZZ:&3+:WLWQ2QCG*_?C<@0\B7/5]O-"N*,D!%LE3$'7AE%9CB4]9< MR\S;'&WM1F\_\4[_^.QG5=? B3L')#"F?" M!98 ?2"^2D:(U?-%:[@3Y(4(T>8TYJ>D]=-N>!"V;&<-#354GI_?24Q=FND1 MYEBDY JXJ%TB>''@5R(L021#C,5RP-WU82+[:2H\&!CNJ;5! O+E;+J26.T\ M]O)\L20&+YS;48G.%ATMZ(P4E*F0(3@7 U1QIWG+K_(C#0?8>%[3.KE:9\\1'%AH,JGJGGR3H#'UEC3:!QY2,W*Q+\$]?U4]+ MX)[]NWW$/0"CMGE]TTB:Q!D6";8P34+S#D(57XZ&8TE..M]F6//F-/9[OGSX MRL<6JML=E+-EF+0$9L*M@'G[V'^#UQ6G^0# MIO/YQ4:0ID ZGG\;U8.?B"#))+ZSAGJ16W6\6Z"O.ZU%Z2*H4U*UJ$G]* M6K]%B7T#<"]%#0)[FTMPQ)/RT=.2XC$9"LXX.=U&1BC!1^3&2FQD"C>GL=\" MQ0.CL9'JAAM7OQY/PS0]+,@@N2DR:D#! BC%!'G$K,:&1F=>LG?RH''U$[3V MNV"TO)E-/WW$^=DKC,M1UM*58"TXET,MI%3@/,G. M6HY><)N$:P.^QR@:9+S<&1)F#=0RB,WXRK]X/9L34^?S]#G4*6JWFHB.!+KL M$HN0;?$49SD.H0Y6TSZY@"D5LSYVNV-/\'':!AD5MP)=QZH:!OSFLX28%Z]) MN+7E'0F.6+J< $V^+:O76K4"KC/Q8VMOLI 3),],O7:(!DL;Z#U)UR!#X&:P MZTY% ]A0-Q?>R#+#5= ,T"KB#$NNG9$+>\F(]A5T'[9'S (V##(5; ;&1 MZ@80?%2VZO\UH?0U3*J1?T\!U7R0#9DRJ=&X^_B:!;T M#!@LSWTIC;*H;0<]^>N&%5"2/*G@N2<<,Y>M%3G&-DG/O2!.;+ :!7"^FY- Q*BE@S>[5^'A&B%L1RH2_M .UZ/S7H T?O-JH<2C/= M\R]?+@:+A,F5*$^F938_NU#F=?X92U&&6U 448(RPD-,"H$V&6]$B4&V&L^Q M&8']%*,WQV,+]0P@GKM3.S_.M4N6DE&B80@:DZB1!<482/*JD2AGD7F3FMW' M7J.EY]ZE+51^OX9\'_GW?0?PH0%PE[)6NP^?N_NNWHN?VP(EQ;"'H#UN<4+']E0LL4Z+CJJFMM "2$5"X'D M5'*17)4V1>"WJ>CYI.\ %F=GF?=M:RZO75R64;[X<9-,O9/"-U$*HS-XPXFC M$#1$'S,4GKCGAKK^[Y_!BA-IIQ&8$E6Q.CSD(TD8'/M%1X48[;-D6N>Q#= MG\4YA>=C1^ M.9LNZ/'YJKWQNUM:.BV71SEA<FZ#W0T*UXU9K^I^%A;N2MQ[6+KK1W1O M\1ZFKKWETZH8CUY"*8XV,I\<1.L#:)U5R!JC]VU6=3O+]R(LQHO3LO:"'QJ$K@,G*(/#FAK6*:M:ERWHR^P5JI;1"S;J4:J*;O^/+] M>/$/LK%_4'PSKPYDK81XF*MZ5\H(%X 77^K@;P[.!@86,X9@I=/KE2V/Q)@; MO[+G)OO=8JBAM <07CYTU^Z"I1%+3!A5VUMKE1:DH4EIS/4(Z[*FB=_ MDZ+;J 0G#["5;[\MI3VWQF\#O*;J>A:^^=M:U[HSOST_BS@_+1_HUVHE MJ9%<,A.AIM-J>DV"#W4"#O-%8*0E%K"-/;I#QV!]\&T0<,_:["[J(6QMU]2' M96VO]??/X_3YF*2T_'&1JZTM"HI/*(P =)ELI.#U9,'0!W0I,J-$:'0DN %Q M@W7)NX%4-TH9]I[U^NCD_=^.WOQQ_/OQT8<_WJ_F+'_89<=Z^$$=[E<;4-K1 M;O4ZC.=_"Y-SO$DEWD"+(9-,4.REG203XU6I\WD(:8Z+E",COZE-IN4IJO8U M1 \]^U;VU!<6DD9P22 HI2QX1Q\JMS*JZ#FV.?%[DJQ^][/.,+)N?KI3Q3,T M/!]KP+J3P_S4XUH;H8>H/H0I2MSR4KP&Z0OM0CIG<,%($#%9Z:/QQK4IUFYA MBE89L0_I,^;S"9Z6ZU>!UY72AH2]'['4!?I12N3 M>_R]FIV%\73D?4:7M .O1&U2IA!BG80A9?8Q2V-RZZAU$S(' \3.3+]:0*P;!_-U1&DT08+R+D+TS !+*686>4!4;?%WGZB! MH*U[*#P&NCWU,E"(R4M6+/D@2?$(%-IA'94G("91P/!B%;/2L -"3&X!L69G M OU";!>]# EB#SDC]RML7X8O59T+BASQA+ZU&'G'25J205)8&W72XO(V*,B6 MT;<-"[%1-_Y]*1\(6-N[@0=0[ " O-8"X8@XFL]_$*\K(8S0F!1+U@0D2=Q( M[L$%RT!@%2.O+1':M69YG*Z!;,H'P<@#'2XZ4M@ X/?@B 'GE$M)2Y#%1O*= M70(?F0);#,NFZ.B*;0*ZX8V Z!5J>RMG !;R[<_D+<:98N*7 WR-4H=(R"0 M0]!8F[IK+E2RT9A&Q48_I:W?.MM>P=>QXOJ^)O _6L<7IT0C906.B2>@=6[ M8,ID"1YM@5K;R8I!QMU:%N:18[G-W]EO66TO.&NIE0'8O:NY\3>3M[^]>W_ZEKY\N7L=W4^>V.$I[C:T=W0V^\3E@*-I MOAXS>_MWQH13$MO-@5R)NFC!/'C):'M4% _$&"6DS$N4M65T(X>Z ^(;WH7Y M&0FW:L@P25L_+QY/3M;A;WWE,ZM;)/T]B197V/7W%ZCK7#_H,3V*][ MS(3:IRAE2+0)@Y*($$J=]I!$3@0#DV.;Q;\A@?M/NWGR-3>K(#"NE$FT"@S1 MJ[@H$# Y"-(KEU21.;092;(IA?U:NA9XNC\"IX&NGIO%VKWD^=%G-;5>#8N= M-\64HC?1@H;D?<\K-E51O*D7MYW3!NC<6$I?!4/$B+9)VSP#JF48)*F1GE#-GLS?V>=[3$6GM%# =E:RGTRVSJ.F^L.&=L49"TH9B:(GF(4ECB M+8>"V7L=U)8@V^C%_9YU'!!CW:OAN04*7;05V>"I38.'@S0;V1252 9)6&D@ MVUH(6EB 4)M%,(;TG_<&19L^00,((T8ZFBBQ!M)^-46/HFFG?":2DXHLRV3, MX:.'YQ$T;(.;;8*&K732XP:YF"]'[VNF>74WH# ;O0L(#(VJ9WD9O ^UOZH+ ML399S7RC:Q;TU%L@HG^M ^C.:_M%2G=:G.TKTB'@X++JN;8]R;HVDDN.=OF MF7;Y($!+B5DKZ8S:R)YNCH0^+S7LH;)UI>\@OY[5_OMX.CX[/[LD/#&=*7XD MKTMP1^X=22"FR$#XC)+%H&38Z*[?1HJ_\^J>5;^+XF9=2+%O]8?OMPCG]<0R M1[)P&04H6:_61)$@!_J&8I;'S;HN;Z;^VZ_N)YO3F?IWEN( $H6/;(%OKLN' MI,NI[H27PS.M5>"R=Y!<1L?)50HL'=+!?#.,.Q^=NPY-%#( @#WD@E_G+R^9 M>X]I]FDZ_B_,(\>BY'5R?#&U,9(1$J)'XJX:3]0R1-OF*MQV= [2;]T1(QLD MGCM26-_9P+7$YJIH,I],Z>FX6-9!UR,6E8\^!["YT.;-/;E^A=-N8)P6PACO MULON'\G__?15@S1?^R&H@8P'AIAWX4ISR_S>=%;*=T0[*_,+T2XZ30EO_KJFN>(= MN3YP$CF2N^]",5!/\D&)A.!1&D#AC*LC1V-I- UO $GDD)25&!3H3$M-D2&& MR**#X%@AJJ-*ZT- _F\2>0?<;)5$WD8G/:<1WLUG^3PM3^@O#;F_9N_#9$\Q M]^UZ?PCUML7RY>SL2YC^./TVQ7PQ'> RT9:C*5P&A"R,IS BQ)IHXZ"CKMQ) ME8W=R/_^R8MZ!\6^>IPU$FK? "$3NYR/XWE5Q55/**:(;A= 2T4!):T/H&!2 M0]3!D&6UD4*+C3!Q_]G]Y:@;P&!/T?6M^6,*-\@)2[B"\R4#3L? O!,0.<\$ M79*#"TP ZF25L<+I$C?2_4-/[R<2;Z3]O<4W@+3R3Y,33(I"+"$(G^JU9\D@ M^&QI+Y7!"<K_GEOL[YYJX^VMZJVQF=7W$>9_UF M'M.E$)8U!7O3R'T1IOGJ1QF_S!;CY>3JS*=14G(/2@Z4K^Q*5@=.92862Z9- MFXR$OAB5!3'Y"(D\.YE49CFW.4)MG,J\F+5[YP"RZO)2Y'NI[6+[RTEY7V_T M2Z?)!3*)G"%6$G!6-$N9<2XWG(7&89U6'AXF?9V&V4- R0/1!9?*AN[E68WRL9N(^:^4RZWK@->-<>.@KM4 M'"34-2>MB7">/40OF"ZUOM5SO[JPO+>5T' M=LF*R*9(&70=*%$H2E,:@JL5(,0BAJQC29MAX.GW##'WNC,@.A1IW^AHLRO? M) $*]T*YJ,!((4%A'?\;"X*.0?!DF(X;5N,U)K0?? [2,1H<+H:W1M8,P.+] M;#)Y/9M_"_,\(MP6+J0%M:H)8_+,-\>2 H*<9H%68!6FA%GI(/X)TL((66D6G#G16'A=*A MMN+^H+2-S/>$TO$T=W+@=C)-"- M<:"+X+J@<>1$-TES;TEH/Z4#!T+D(93W?,O\)[/I)R+B;-US:72B]K/7'>C8 M;"NN#WPV)B)MLN@%.)7J3 ['@* 609I@BA?%.MFFQ]U SL8>T\U%P.>/CED92@3M$KDR6A&OO"C Y%7@,BC= M:$[ /E0/*J)I":Y'!H8TU_0 4'V7@ZNTL..9>51 GTEXDI%UD,J#"60C6-%) MZ%8;S'UJ^C6CA\/"O?JO/14S '"MKLC>'[]SU:JDR*10)@C5AU8^"?"LCK^S M@1N%KJB\T769K5'V)%E][]K[:GW62@5]9_SVV!)N95)3$B[* D9I :J4 +[. MVTX4-#K)O$K>X67BC*!.+T@F0K@Y4Q-I^EK, M,26>54Q1F?^SQ]M1TU.NM&O /8(8\FD]FWVCSX]6S^:G8>E^5\2$VG7,6M#(:!1<4&M]%[9*PVNM:@DHH0BT_ C!;9RY++>A.9SL.%6^0, M*E5]8/CMKY_=;>)L&29]YJFG-4*[D6B\;,K>*$W]D[<=*$N]#<\'3E(K59 7 MBT#P(M Y^N"4I@^%V\15R6G=S_ES):D?4X_>5\OK4Z/W%GG?";W=+?]-D&]665J!\0,.U_3^2;:BP[[QNQ:EC385,AMSN",M[5R38'33((1 MJ;CD$I=FL[:_SRD)W:U"G\A!;R/= 6R"V^4LM3S\4 MC!O'%;9IL_HGRD$W06)[=0XY!86>@3][^[?C#Q]^/WW[\L$M*^?:?=Y@C?I2JCI*^)].ON%C6_O:+ MZZQ490SM8I8Z332-L;(^O!@]ZH-_(.5Q?N$;/_M8VK1]Z,;^6N M&!E7MT\8\8="D67,"8+3HB@30DQM3K4>(*;?&'!?[=^_9[&?M(=]E^+66EP% M*3L=/=U_2!MK\1"%#6V&C\E*3EB1%-V#\IR1EJT&Q*(**Q3[-RHL;6 S?@_S M?]#66L?#8#J?TUY+4>G-%'MIK?'!U](H46?7&XH&M(*8I4N**1-S&^OQ)%G# MLR/;(&+=CG2G@6=C46Z\N/&-,,-70'D%YZ'<;SOX7).;[X$=XVHR^?L'5 M$1AFS34S)+S]CF%Q/L?5DKS/W^51ELRQA%*KA(F7.NDV4 AC) B%ULO,4HIM MS-A69/:+OA8X>0R*G2MM2(@\F7XY7RY6$A.7!Y_:&IL$)A#%8^U7X"F.M@&8 M#A3X1BQ1MBF3>X*H@:"M>R@\!KH]]3( B)U,R>\]6^GHQ8^788F?9O,?I^45 MQN7ECO%CM4:-RH6B'PFQ2%JCB=?V&"A !L6SLD&'4!KYIAL1V.]7)SCA71-YC^F,XQ3*JX?B-95!%>,E$2UUI)VH*,KFWN_@]P&B:%\%#,#I>\A#?G-=.)**<%*24 @: M9%V%3N!J=68@P3!OM6/K:&J8$WZS57UK,QRVB2FZT\, 0/7R8I+C.$S>A2^T M)J2PD7DD[U/H2+$W=^"*=<1-*=(7IM+Z[;B.8+1&R/!ROCNJ>-:=O < EUMQ M"XGDZ.K@[_5L7D>!WFS5U;Z_JPU"J\)2.C\[GZRJ$.G;(V=B#CXJ*$Q[4&1M M*=2)"837@>Q[2LJ%)A#K@/CAY4BZ@>6A]3H *#\DS)$,O#!9$(JM8?AJ)*Z/ M'&QP1GMR-\G'.-@N.KS-LQNP[2WY89>IOCW]>/SA_?'+XY._';UX<[Q+_C1=I,JM'*#=%40PY%\I:2+P>:Z0@P-5UDZ/W M KTU0;0Y9=^)W*%LFI[W&AEW&MK;J=R^.??A![>Q3PR+9AS"&%I4, MWH 6CA/&HH: +("S=1 I <"6P5NI5;[CJE"O3L:^>O+)M,ZMQJL>'ZN5<.N] M?Y!,YV]FTT\?<7ZVN+[&?C2?A^FGBZ/@E39NUH=R7OAD)04OH5 471CX&!EP M>JA62* 1[&> .ABUPS-HVX#M3C)K<,I]5L;OIH;UYB+6^$)ZCTV*.J_2NVH? MMBA7T@NWI+='M>]!Z6MGJ@\HUX8[0$'FC?0*1%KM^=*!MYX!)N,4J2S%S88D M][X#/&H!R#B0M!\T 2.=LV:'1S_+TN]\I72O/S>JQ#K\/%\JC0Y]N7HV].@48QN&QU M[;18: -4W">(P7H()G/4J%FR;1JK=D-_OQG!KD#;HTX'@.2K*_H4%JZUR'F+ M)$_I@G7DIM720UJ659X1'=A@!=I02G%M]LR+_B M/,[^7%F%T5H#ON'E%8C"9YI96)?M=6[AU_WP\>[]Z;OC]Q__X^CMJ^-__^/D M7;T_O8L6'WQ.A[+^.9T=95O>S6=?2%$_WDW"=$F.WO'_/A]_J9JXW9" V\ < M.*O(5ED6P;/B #$;;9SE3+39!GY*VKX[YJ,O>.C8R18F=!#DW\; ZK&3K,?J M&7RRSK@@HG-M#B&VH;+?9$VW6%K?]YII:]AY\HXGA4\\K;'U:GAFN 'N MM+-)% 3O?29G7F1P.3.(3E.LFJU#WF:J>'\V[&8M.%-$2JY C*A!,>4HDA$2 MJD1T,8&5]1%OK9E_/O9J"]QL;*]VT\SSLU(W#N*72U$$6NS75GOWH[G=7];8 MQNW \<%,H#"9EWJ;0I2Z];+"("B=(.IL@Y4Z*M-FN&AS$WAS\/[XDEO=+S#, M*F)< _)4AWL:5OT!!IEY)YWWQ>@V+MRF% [='&Z#H75SV$1+ SBF>)2;%S^N MITJ@R$8$W-#FB$5I!<*8&\M*#-X&#%2PK$Z2,N4U]P%TZ!@JC7=4\ZTSF T#, MBW,2WGCZZ9+Z:#!83P8\T?HA020&#ET$7>IDI>PB;]3#Y"X=_5:&M$;,'C(? M &+>8%C@Y]DDGYQ1_/3UXD#@DA5A672%>Y"I=K#UN8"+0H,0Q93['U22X[_6K:Z.:5'0L6:#]/H-R4H"314+) MUBF34 77J)#C49KZK4K/(O2=AN:1 :5.+.WD!C"'F MH+B,OHU7_C1= _72=T3!IB#;7B4# -BM]@&OD(A(XW Q,NG+!%<*F^:CL]E\ M.?ZOU?U'S M(*HD'V6EEC2C)EZVZICV-TG M'CHL?%O+WI;CK]CQ2>B]YS8^]'R:CX.=;VJIF&6N@$;R$14O'$*BKX0M,3'# M18P'/F/IZGSSMH4>L5*D#E)"=I[6!-;N!]Y8(JKP) (30;49&'6;BH$Z=#MA MX7[3I1VE/>P"C=].3U_]_>3-&UJY)V\_'KW][>3%F^.C#Q^.=QO;^-3C.K0W M&U/=D9GY;3;+W\:3":'JA,B>?AI3#'JT6.#R5BN2:YA9[QQ&&2#ZFJ^H28NH M(GV@'Y1DK<72QL?=BLQ]S<]&+[O5H:"03UARO25;YR!:C! DTV!RLEYYYQ'; M)&JWH[-?$]8.9^OFK*'VGJW!V[U\]N?7:FQ53-/.>A7IGRAE0NE#T([P%XRD(TDK[ MPMO$C$\0]9R,VS8(>KRF;#^]#"#Q=L/*Z_%TO,0W%%#=$]]:,Z!$1MH(%Z&8 M.D1;+_4ABAPKY*[T!L0S(%4C)>2X8A!B= 118@2DUT2\VC*-86 MWF8^R%:FH+F/W;DIV$:N>YJ"XVGNT1-NX_<>ULL=CD^;#>>8N(:H0[V)&0T$ M'R5("NZB8-J0]_+\?=K;060=/'?W?2/&0O!!6O"T>$ )1/!(_^2:%4,"8IC; M='5XFJYA."W=X^A>$5EWVOD3Q/?C:_[#A; ;Q_F/O>_0\?Y&?/=B(QT*8[/5 MH&V=AJ2P3I(T&;).@1E>4,8V)S,]G4W]+.$\BID'7G0F@5@2"$L9O""O0S#D M3LD!- ;D'D4/HC=(N3^SU%FRAMV'B\8>QM.+NZ MV\:SHI#+)3"IU-F?QH"GCZ!U9BEI5>^^'1J3#Q':+RZ; 69S8.ZMO0& SBF%8Z>;"8 DE"&7 Y10C1ZA)MG=;7Z K@;3+Z3>$>$CV[2W\ T+F: M2_8>)ROE+#Z/OURQPK@0I;9,+4YR"M^%KC.P$4+A-D6GN%2-9HX_3E2_.>!# MPJHKS?0(LM4!R-O9].7L[ LN;ZRKX"KD3'ZIJE%3E 5"-@BR#B>6CC./:UVI M'CDWNO?H?OLF' (='8BT;T"\#%_&RXNQY8M967XCV5YR89V3SB4!!5D!Q0.# MP)6'DJ.46=@47-P(&(^^HM\Y$ <#2#AZ!ZZPRBUX9;-/*\W&:-D*7><[HZE@O T#8$U)[M MI$JTW^KH014G@-:1KO$ JP-23-*R"=8VH6XH;5SZ2D_MIJ8!0&^=D56[D.M! M/M?U 62952B^U*J *K9"$0467:I1.9M-N'NB6M XV]] -)!LK M;]\F+1\'31#_U3,$7Q[D#:0T'97@& M%VIVPP2A4&GK51M__J!G]4^MW?OW9=YC]=3)7%7O:I'"Y#\PU-:;B=:K$> - M,:22]^!XSA!DXLIJHT2C0_P.B'].I_O;('(;&]U"SP/W*>ZS_):,S,=O./F* MO\^FR\^+$3(A2G8>!"\)5-:U(+8H"-H57IQVZ-JXN?O1/8Q2]:$!>B_M/CLL MU]7Z\=ML)-&2T^]"G6A70$7N(2;+(6IMT0C&!1Z\F.5Q1O+*>A[;-!#8D>!^3W@&#=JM]?DL8?MZ M=CX?%2N40H; A:#H66<)010&BH7$@X_$Y!!\A2MZ^SUU&C)HM]9FWX>7C[-8 MN4IK>9?5]/5K/C5#J5-M!,UJ%9Q4C'83EFO), _2*E[DVEWL1XXW]R"BWR.J M]E \J)*&;4!K_URKF-*F^-J.EQ:4J"*,VH*-Y&]G6SO+'#QINVE#8_M\4=A M.\/N;OSF].UO'X_?__[J^,7:D/K-LJIW_K[#Y.CC='64XWR%^M MQ! @!U7S+8Y-3@3V4E037I^B:I V91M4/'[I<$\5/!_3^S7CA M;NW3*F:\O=M>BO)A.5_4LFF!VOB804KB7Y7(P&,NP+S2@D65K=TLEM_NO8,T M2-O X$Z91&]&MJ_VFWZLUAW*2#J&0 7A0MSD<6>D5QUIXIG*B!:,SQ" T1$1:0A2Z M%-/F)M=M*IZ#[[VCNI_(86\E^\Z.N[K!S17M2 AO:4719LX-F5J,#CPS M'#"%G%'HDM:OKC> SR4QS\$X=8^B730QB+'#I\O/.+_-R=O9-%TRDTNVM%EI M,#H3,]I+",5&*)S%9!BW(;:Q2D\0U4]Y:!_PZDHSSSTG'BY;E(=)OA!ZTR3Y MHV\[:-9\,Y[;IM&%ESHR'B$)JVA?=!I\S@I\D0Z%#]&Z-C,6^DRCOUN9@<^X M'*>":]6#]/V-?3?X"*_E,5>T)D-_=^ M7WT,P-%_* 48L'BD'2&B]*!6SZC3)5*U49Y"\=5PA140Y;(2>/U?Z?6=0'4(/?6-M1T_@)L[6 M1JE#OHL/P%(H).' O3E$61BR.5KC+%FE3$ XB]PG([] HF8QL_6R\ M"237R'I^1K,%"O?15=\;^(O9[!]_"Y/SNI%DE%P[X+Z>^C-6>]0'#IE[SY@2 M+IC-JB^N'_D<,OY=HF,/@?8-@[?GU?6L(]<6RS"95!@O1EZZZ+RQH+(E!EPB M4VJ,@IR1DSD5)F2[64#PP-/[:;S0,SCV%O/S.1)Z&^;UQU_WZ8WWY/,:'>L\ M37?;@YMH32J68DLNT9 O7V_B8*H.?=%*H,&T?J%_D F=9&<)X(7:1U_A%: -.IP*R>&LQ62&L;<+S)M3UG^?:$R4/ M]=GN5"4#-TC'1Q^./^QD>B[^LDLC\P M'9F3-Q@6N+@&B/$4]9=<5BDJ]P8O_WWG1N,AK?$U\#"50U+ M"!U,UY(G43O4U9*GI"SJZ*QAL4T;V&[-QEW$KCY<['9KMY.9B29I=!?GT.K=I9;,A@8,R)-M@XUXY7 .%#"!?MV+DY6RQ?NM=)!Y5 M4 ZL4H'8<,2&J3W\'?CFPWG\ M3TS+C[/3^=%7BCDK>Z]G\[OKYH9?JZ3T1?'J\(?:DM%!8%P )QDFSA,/I4UY MW[Z4]]L@MD,D'E2% X#L0Z[@FW&(X\EX^>/WL#R?T^>U59D8YXJS!#I%16LQ M1 M[/]O[\N>V\B1/M_W?\E8W,?+1KB[/3V.\-B]MON;V"<&CH2M_6320TK=X_WK M-T%)UBT5R0(+I9X7W:I*9/X2R N9SO,B@9/P"Y]=Q>WMUX[9;W%@8);'$BY"L!:=!^^% %4".7G"$2^0 MR1*<\UD.\JH'"?[6JR<6_3Z"6XW!Q:G%'_Y]@_#"42E6,FUXJ=9RQ3H]PV=( M+CGA+1;/!F4)AXG_YJNG"9^,)OZ]N3AU1%=KS0)AXVC+Y>+,<]83 @PG"@3+I%VA+_#*?;Y7"-3@O-(&8, MH)Q2M=-(!$GG9F(V)V%;9=2?)*R7[:HEMO:3PAPB53>*#NM28SBM-\XV?YZ< M?3E9KL[7:;7,M3XGTQ>;U>E)K@7N5W_U!?&@IL/C4C!Z9*P-;QHESKGA7L4" MG'D#BC[6UC&U&9%F(I1<,K89SM R M9XKD>-I< )431BA/ZVQ3'? D65V%YG;!P=-)\D.8O_?.]P>NXVJD _61%,15 MLR4C,3G')*00:#VYP32A91J/;[&-M6 SY+65]9[?%#M*82><54G"!:9HH4D M+;DOL@@(OM06F *U#QC540Z['P3UE: >'T,[,;SSR65WS-=5;09WLBRK]=?M M7Z[QM)JJ9ZO3FP[4&";\P#$IT5?.)@8\R!*E MTRGK-K=*6IKD_\1J%F)^15M@^/Q V(4OA+"*U6X &LE&5(P\;UIL!":S*+IP MJU2CQH\[4MJ5X;X+6I[>T48640>AL2?75V\GK4J[LO:;0?!0$'S+ M@9 A8;0&+!>N^BK8.@0H![*Y Z!<$ZYD9(P7 M!]Y$XD/.$8*32#YQ,BQKH;)O>.5V,"R.%68Z!!;[,75>08%R?G:^QJ\7M5F5 MO^'TVT7SH#&ME0%O:6BT[+K&1K9+U"9HR4"KNJ,(]! %.5\L%(\B*)E4F[:Z M[>_"_XB>7?:=VEQXF[DVF/D;6?WA]/]@6"],5,8:6K<4H8YTLA&<%,0&PSE3 M3L@D6X5"]J6Y+UMH!P3M=!]G/+%U<10.6.DOY_B.U/S3GWCZ!_YCM3S[LEGH MX'(V68)EY(:J>O77AR( 426E?=24L+F:%+5J]KHSG'P+ ;P19D@%?G_@^]Z[/KN09@R'6/J&#R?T:ZV MT(E;QC2'+#39K-YZ<,X&P(@,N4G)36S4#4*<[1AQ3472P_C6I];U^S)?YEDQ MO_YWHC]]];5^MXC!>TG\ L%3';0F9!WF(]R%W$ C=W$$X MBK#ZF '[2#D="IVS%1%$1&(=9MK%DT[DH;L@-#IC^5&K80?ARL\ 5V,P?%X5 M%<^'\1=WW)Q6R8H%GS9=<7>=/Q(6__,PCG_\^ZL/KW\B:G[Y[=7_^?5U]J=>DO(AXM"TIH5W'S\0DH?2?ORE3%Q MW1O'Q4CZEZ"(+,EXM>6BB"J6%'04AM,&WV3;.XSN@R?'#'W[3S???J/Q)EEB M6=7IKTF0(5;;CGDL"6R*+M08KPQM;.,#"9^X._OQL'IO_,P1!=[W:75_7]J_ MC_.CSVJZCS;L[WP@0E$Z1SY_#0 HLH9+UA!YL.2N*5F2BE$VNM8Z[6YZW=SS MG@J]^C.L\\I0[;72_^ Q,F31*S>+O=5.COY MXWXG48M:.ELT6%/=9Y018NT"X9W@5A7-_%VH/Q*OW?'%$P^./3XVFTNG@\CN M0WIWD[TW]>Z1%0?/=)3:@19UD*X.'&)RY)X;U"DKD\G(.MK6NQOMT^;V.]MN M&XJ]*Z"_6RW_(%7&?$>A?U^>G#VZ6&--('83%-7V*G^ P 4Y%-P84;S6;EAC MO ,PO@?9TY8-= 'OUL*>F]]V0-WSXP]KZKDU'1!X&$1Y0F$0$WAE$RBAZA05 MJ4 :KG*4GBR B2,ZH[IN%_;0O8!'6-ZRSF^U5BPQ>BZ% HVN7DFJ2BR# B-" MP21<2 -K"W9Z[:R]J%U ==M2;2:9'H[O.G:\+NKUO\YKBQWBZVJYY5OMV9R4 MT@:] X/U(DP(FKC'#%AT6A=KL30:,O4D61.VI&R(A;M'[6B"Z0!E=];PRZI> M&5B(F+,W,=5F8)Q7951]PD^@,RS8%QK?(F!8P(XAU-1:/NVB& M]0NN3_X(=1I-'4^^/J_*].%D\]];!<(4BT_KY9;J_(3_>>EZDF-P:14[[G5Z7W$)7"1 MD8LKI5%,,F:%;@RQ^U1-/0%\+-D_"JH#!=$!J&YHW>76BX).=:$*&$T?E,<" MP<<(G@DL22:O?)L[A?=(Z04^ATKYGFU]",LGSVL-W+O?_NAJ;HH711&O0N&D M;\Z2EH5D@ 7!*Q,%QCMNW('1@K<[#:08/1%PI"/N"-+H8']Z_?7;Z>H[XD^X MQ%*#N[2\!W,;"U]#R%K8VN;95B7BX(,SX 5ZS,46WJC1TF 29Q YV!,G=YV^ M)D+K (W7 ;Z;JWA5/9?/6__YI^_W8H#;0H?7__YV>,N<,[12 MI:K]P5T=QY %H#8ZT=XO4J-&?Z,M80;^PSAHGD;H#;WXPX[(&'/]= MN7;(2-E#7MFLJ/E!;BQJ',R+)@RJG$[D+!9)\MV >9>YG +Z79@ MGFQ/G>JE;D,P6^U\M>YM].P_)=^'H50D'.%4O:0T3%03&=(18,-]WRB.Q"YAULBH]D3DNH';525=7D:R.F I&%##K)D+@1RF";8W6V MN>UF&!D40]E)8".6M!X]_;?^X8MOJ@S"Y6V\1MF_9]YVI.3?+FON(_G&H)5U<83(#.NU J1HO"!G! M(MGJPCAIE6ID.SQ%UZPS?[O \D!#8339=F CW$X B&B\,]: 3+S&/>NPN"03 MQ!1SU%QX@6WF:&)[,^^TBF0Y@U210*V+6B4L#VNI8!U P")8L(D?* MS3E//L5&31=>>-YO)W =(^^WBZ0[0/O#223F4$N>':&IWFD3W("/Y,D:J4S0 M3 5L- 'LKY+WVPDE@_)^NXAL?D&M1XZJ:]_59N>5RA*"*)8<6+UM#6_ JLA9 M2.1F"G]!-[!/KMW/?4E@WXT_WEW7M7]LMG5YL/J]/1O MJW7]PX57F#,Z"\S&K70L1&4PEF]9[0':LNOPV.7JYF M+3AC3AN>@5M)7KDKA3@@-1@N!/\&,&[R4S?JVYULV;RPM OZY7F\U".JZY<@&*K.9I;27N5/1@N=?9 M..MU%B![6=IWAQ'9\\A3/+Y"WU^]0>NPV?<6LN_ MD-K_+9RLZS 1O!X7%47(.C#(@=>F]D[7IO8!DE>%&RE488U:6AU]K2\APMY9 M>+ -SEZ #*)+ JRIG,DA@I2=))R[4NI#ZA$).4!!>M@HBBT YL?(D-7;_C+?2%Q"N/J*2= M@O %')__-7 #TXRG@C*#J%4&RAI&(F0&4E(Y%R=R5JG+LW/@ E](!'0>!V<+ MT+T 77PT>C7 OE#,&^XE1%.G(\22(2H90015L%C%,N_G.VJ^V\4?[C\?.3$G'A=ZH M(=OC-X*M0;W5K=C?V-<_'WK%L1J^/K>Z3BYZ%FVB< D4.@'*"06!J4)V'9:@ M5':&-YH],^T@^@-]U_?G9YNSL,PGR\\WU2QDX MBN!CHV9*3=8S[[NB.R![[-#&"/#HQ> :APL7>KN:ABN5DC\/K? MN$XGQ(F%$C9;21M#BH%V!^GK#3MDX$H25G(5,36J\MV9U@XBV)UAOJVX^Z@+ M?&J-=RXF;]G](W"W*%+(;3%+<*+.>_,.G H1C$.; X8D?*.,SMXT=Q#RG1'$ MQQ-_'U ?W?0SELDL7086E:$## ,XJP,=8#*8XH3#T+T?O8.?T#;,VIEB3 J6 MGHI@[)B@PJU!EAJQ:P>EDAK:,,[6$=;YXL)!QBQ-/DF.**%8 M0[N9(0\E^!*!D=61BQ'&8,.J\ZF6_6+"G%VH;S< ?0':/-1'B*(D+4*&L)U= MYY4%KQ*#DB1GZ+768:*QJD=T3.<0;YV#AK8 W0N)T+[*^:1^$4ZOXX'703XA MZL""HH$^I3K*3=>G)9TQJW,XZ[C@>67DZR VKE']]4 M/F#M"$X__WFUW++F/)Q^PO57L1 ^B"@)\:H87DO%)#CC1:'F<&O_Y>G/N "93PIPY$8BQ4:GDU(@+9*ISW, +XT'3J(T/#%A4\/; MO<=;Z+RCE8TMQ4[Q-FDY_BB;U(^:[><9PXQ';NAP9]FZ.O,6(1A;6W$IAL:P M9,NN(S);TSSO^&*GYUHCR,S='MRAE0>3Q7A'?##"N]J/!R$*[L'8DF5*0N'= M:]R--&GD+C'F/YK4 V3FKDG/EOITZK^Z/X-#)_I[&4\D*_IB#<^2=I*K($B MK%6A-D5W#2>N'&&%TWI2,\YL-8%0+TFNIGQY,J%>,$7MG0<4)$AER*,,INZ8 M5INDFF(,G+<1>(XZ1*^Y*7U.<1F/!]/Z>5,K;1]<8%T(B1_:.WZJ0_^A:6WS>K M:X-AV]_RV_DZ?2$>$NNV.9%&;3QW??V16GP>Q)4^VG]:@1BYSX F(0&8U,VQ M8$'D$GPQR<:[%3JS;O_Y1*SH,0OZGY="?*05AM>28?$!N$ID&G-!.P"=MA"$ MLDG%Z#)GST%_=*IFW;=S%T@.B $>0:X=6$P_GX;-YGVY7-3[]8=ZTDROE;4B2<6=:J+HSU$V#58G!LRJH?0F+^LY+"!_Q>:+ MWEFW^QJ2N>6Y,.3&9"]!%<%J(44";F0HWF>3LSY@LSV,NBY&*TX$Y#Y$WL$^ MO#S#>Z('(=3%%%V"RSD8N(H#GQD+PGA7$ MA$QUUL)IP*JF*13M0VVZ0\VA[00_]9'NOS,3Y[%9XYDQA4EHX#9'XHSCX+*T M8 L:*V-,*=NVQ\E.]$Z3A.Q#4WJ%Q?0*,]B&3,H7RP.A9O3YPW41Z$Y>?C&,,[G 5_D=;TN*-9B*#M/5*GI 9 FIR ME91E%I54RC8N@MR?^%GWK!PY9-,/2F9;]WBUD0Q,\&=7@DU"$D]J_R,N(\3@ M$=#1F>=)05 _&\ _)L'=!8TZ@NR8^M4"/S.)3SW:6^Q*CC\\K$'MB((B(4I+ M,BO!@7)!@XNH(",*2ZY8<6JD^N)Q">\NJC5739L03W^54XR;1):VLV0C*PDJ M281@D?PX'S#X*$UN7_?KQM]XGXN!/] ?_O5!!H4 OH A>:I.: H'1MY&Y()+, MI(EMT@:/DC1M?<(HF+@;P!F'_:.=U$?943[5&M2]BKT>>5+#W>4A6EOO,44[ M7JQRP)-6=.!Q!SYD#=XPGGG6Q?$VQ=^M]IBKTK?WYCN"ON7UM0)P'S%S M9L&43,9,2&J1I=5]B&WT[UI%RS=2R\V%]N\]JWK"LX_+_D1 M+OBQV?(AXW+U]619=>&<#,J3Y=F7&O<\261"YI/3\[.3/Q OY436W/:?#BA\ M/2)U#??78_'TP#W[PI]X3!\N]."7:UI_W[KCG[Y4U^(DO5KF7RYI?51/0S+% MH^)0O*JEZQK!8T46ZV%"VR94;)F,%G27N7"@5<3L0BF9BV(CKGVLQV MV)'0*:/*G4#R[M'14M0=E&L]>1[>"!M<+$X:[1.B N<]^0?6%XBT)+!&>#J< MHPZY309])S*GC-AVBN)V8IZ^7=?K4C"=O2]7#+P9[+J,U1%[;PY57H1BM%&9 M[#G!:DVE#V1+8@);M+%99A-R&71&[?[N*4.>G8'S&-+K=8O=+A?S/05\E?_O M^>:LQF\73&@Z,8B'6K-(#H_+$+6I'ZSR4;L<=9NHU9X$3UF=UQFRCRGZ_1&^ M.@NGHR#\+N\N3I%B@R&J&7!>2$V5D!"B\!"=+9D+K55HTQ/G07*FK+'K%)V' MBVW2P_^Q95SJUR+Z))(0"H1VM8I5%[+))CMWZ_Q'C5X_3-5)6X*?SSW M&YV'[E8/O.VZ]O0Z]BQ=$,HD#I%S6[4J0&!2@ V!!Y1,:=DF93",OFES! V1 M=7>':B"NOE,%-[>%_=.;#SRET=;5,*VY(\R<,06USF"RK,/':_(\10MTD'%K M!(92\@O8P*YMB:OWWGC)YJ?O-[ZK79CH>"=1TU>;DWPIR&NU239&8:JRI!A M13KQ/1,&9"DH%1,LJD93X,9;Q*RVPETP^G@2];B"G[QX\\>Z/^ ?N#S'VI#L MTG!]LTRGY[F:S'6AJ].37&^+7"0,/A(*ML5Y=]+*040D4]F"%)+368$.G#,< MT BR;B4O@>^:(!N%L&DOX!P!R)-+LX-@Y .J^]MZ];?5^FMXLRSUTVU%%:YH M[0M"T#%=C--QB@RHG&MGLLB-+6UVZ!T)G7;:TA%WX98"G(]E^JZF!FI8XH"R MDR>?U\A:?9KN:>S6X+ 4SPB--B"HHAAX9)X 8YQBS$L1_(SMUNVN?]-2N63] M=A]?!&V-C<5"=D:11\ATK<:W$#(OO-:7!3ZLH;@+%&Z=JJ/PM\_C M\=6_3S:+E%*]9\Z!%U4+HZ.!R%(&]-Y;X91BNLW0^$<(FK!09QQ1/W^J[J"7.GALFO9(7^@M]69_\@AN#E H)F3CK. M('MBCO):@E1$+F#B0G5,CXF-8_G*" MGU=__Y[7JV^KY4G:O%]_#O7SY6HB<[4BST$JP=381"+NQ (Q,!:4#\I8/P@< MS[YJVI%2#7$R+I.GALS/7^C=JY/USZOUM]5%;.-R%1B$U%S1L<@,;85D_-=* M(0?2^U1L,MJP, @JC[YBVG%'#2$R#E.GAL8-@%\!VQ0I)&HPQ)C:!TN#=S* M9=$)7;)6T0R"Q+U'3SM$IR$4#F/BU!!X]:_SL#XYOR+=E,)CK#L9KTU9(EG* M'HT" FYA(EN>PS#YWW[NM&-<&@K_ /9-+OG/Z]7RV@KRQ1>!WM6Q2J%6P&2R MAY!!<<9K)#NHW*VV?$SRMYX[2/)NCI+?GWU32_[O&$[/OOP]K&LOV1M+2"FH MX@+PR F\01MPJF3B1VWRD,BDX<,0\/#S!R'!SQ )([!S:D3\LOIS^>'D#UQO M#[/+!6BFR5SA!C)J?3DOF 0-)C*/S!G&_+"@PT-/'Q:)8C.$P\&\G!H,ETB^ MI-PZIB2=7) $HXW-!@4QZ0C2LYW,7[&[;L MC8T,M<7:-\.Q+$ I6H@+(H#ABLXZ5\,GPP9$/?*"85B88P!R#(Y.C8H'TH5O MB5]OSO#K9I&B5MI% UP:.N.DBQ!98.!T8-Q$%74<=D0\]98)KX./FBL=EYT= M9$M??5VMST[^WU84[\L;$LKR\PEQ9UN>L%DP(WP2FI@B:XUH*1%<+ E2SE(D M+90(;>Z_/DU77ZGW/86_:B:)#G#U0-'+[3+D=5AN+BCC"^ZR]1@C:&$*L2UR MVE4Y!U^2)55D,DG>!&6[4-G7%C8.YII)J0,$7LT'^+2Z- 6N%HN;BZ%>EERX MK+'FC.HX:E&7DH2E#XJKZ$J2=^.D(Z'N.CE MY%11(#6O5<_?) M$S:$&!TUA[.NSVWM(Q(WPQF>?O^ :?5Y>?+_,&^1']*6>1?VZ?7O%EDI([(T M@"EH4.@0R&S(8((2D4GM-3M:+?NNQ$_8'^*8VUA3F<[G!LMUN]!OY^OT)6SP M6VW!/])]EF>>WNAVRRYKFN:N"QH5HR($,8:^)E44.(%DZ2D9(B%)%'$TD.KE>A4D.0&R)&.,55;R-MOI2 OHHUZY 38;W,W>6> = MF0QW;PW4:0,INPRBZ%I?YQ4=64Q#8B+$'#+1TJ;O?%?7=28%Q\ +/KM(JE/ MW4[VH+,L24TV2E 6E$H>O*UW>PLRYZ2NHW^.!KT97/#9"0 [7_#911J3N[ZU M(N@RPR>+E:R4!#DAN6Y$*'GK4H!BQ0@5#/WKL-+:&P_M3_X'R.I>*=4>C)M< MX+>+_XAJQVTBQZJ(&N,F)KC PAKF%.^&.X'7D7>O79RPNSX_F+?GWU32_YF M:0^/4FH>$S C$BB?4FW0$*#(K!)MBC+CL'8PNU9'37@%9V^9[\NXJ05^5>]_ M5>F%Y&PZ@4$QZP+QD>1=KLY,8\;-7N+_0#V32WY6Y>!+NE/ M.=$*7 &-L=2>01&\*-7=(^(Q9^XP#Q+_ P_O_.#B0C5.CX,&2_^2*=4))D-$B&3FU M.E1E 9G98#!A(/-W$ [VOCXQX66:O9%P,"NGQL+M^G\A"DO"%K#T&51($GRJ M(3)A,/.H@KE;GC/>[8D)+\_L[Q_NS;T^@\N/Q./?_DC.2Q95TJ)BN<;DBV,0 MA"_ <_ N*D,,NU,>TR[<_!RQTT:B.LV"C"KACD!\(^EY7K'?C\:R=TE%YOH0\;A^T^7+RK79?J/>3HP=,KG8?MPX\X1RL4)X[SE1(PSHH-2>UNSSS/+3A M<+&_I&/ATSID?!>^XD()5D?0,!).;7.D]39M9\ 4.A%UE#D,K))K0EYWR?1Y M@'T_\;XD@+];U8&"W_ ,%]8G[B+7$')B-4&9P1<5P2K+R6N2A?EA+3/;T-== ME< \(+ZG@%\2QFLWBM-33&?GX?2W]8K,/;+N5%9*"V;)T2EU^G8JX+GUX#CG MS'/E?7[VDO-1*.VO/F(>P#]8ZB])!:[;< 01E$L"=+W2JRQJ\%9X"!9CK4+Q M7A_?G]VI"\I1&ZG. ^I[27>^D?^KY3Y\WN'9(G!?@F81N/-TT!7/P6=1[[(7 M482+*.Y>7ILV\O_<@OIK*MMCZ']46.RO':NS<#I-[Y9T4Q0U:SYZ_Y9'W]"\ MA\NPM4W3QT5[&65R!I+6I=[W"! )4I!+090Z191SGED\=LVB(1 =625WFT-@+=^N;5^5961< MB5"(E:K4$\[KDH/,Z6C5S2^GC\M.X!C8QV47274*N-M7$*SCV4J;0$NY'86N MR')!1YS"Q$B/!;FS1X/>#/JX[ 2 G?NX["*-J8,(-]N1.&NBD%P#FE!CW,R" M-\Y#VP*KMF,_ F[..RO]CW9]_4DK]YR3 +;Z2V"IRM4QNS41 MCV",XHRCT23< M85?UYM/'96^9[\NXJ05^IQ%)*C%Z B:(C+(VCJ=#+Y--A2Q(9ZP,0@^KX)M7 M'Y>]Q7X ^Z:6_$/M1V(=@!*"W\[G!*6T!X_209)UI)//JMPM=WXY?5SVQL"A MC)P:" ^U'W'!J"B2 B%M]:@R>50Z!_#P/A4$;V (1[ MS4>XX<7Z5"#D0-9+DF2WENCI1%/!Y*0+.=J#D3"W/BX'0>$@5DZ-A0<:D 2E MT"GR[WD6 92O*'9" 0M!UFF @8MAML'\^KCLC8,#V3@U"AYL/A*X#R([14ZL MC;2E10:AMBPKY,H$SU5P:5@+CSGV<=D;"0>S6/*":M,RQC+X&#A8 M);0@GA&S[IP6_^GCTE469%0)=P3B42XXA,T7^D6]+OU'.*5_W2QJ:">8VH\- M:WNV9!QXI0UP+GW)=>"H%DWQWF9=W<7FQX5ERQ84AV%DZN.^63>.CV>K]-\+ MZU'IR T!N@;%.1D],:@ =/YYYP6J)(Y_4> ^G=WE*)K OS>!S_>T>+9^4#I9 M4 @#*6LR($DHX"7S0+K/;58RWYO^^ +*2KOJM3+!^3 J*N985;K&/W!YCF&9 M,:R7)!YB8SH]SYCI,XEI=7J2ZQ7F^MU7BY2H'5*26N]GZ(9.*8!-DJIB(C+\3,N8[UL>&B!XOPPH6C$S'E3.=C1DF' MI'8(43L-F**,5F@?_;"H2C,2^_ '&H#Q_N3AR27FZIY%W6L/6%E8%GK+H+K%'^W([*"%9?(IX"D2\VTHP=O M,$-DZ*S3LFC>]I[6S,I:=P+ SF6MNTACZ@C'S>I,U$F&'#Q(YTC55$S$%:;! M9&]8]#*P."S+/:.RUIUD]5A9ZRZ,FUS@M^LR%4JF2I1@3.W\6G2]UD*>E\BL MZ)AL1#6PE'E69:W[BWU_]DTM^5NE65$B"LO )5D[6& MS&49BA:!Y<2-O]OK M=OYEK7O+?%_&32WP.W69V6JKZ=RC4XY@JI01X%3Q$$R*3&J49>!\NGF5M>XM M]@/8-[7D'YRJYZ4J1@DZE:0&Y%5 .MK[#=G!R%K"]E(3[L7BF#$("#,L*QU;R @'"O%M,X9-IS MLEGJF%T5/#$B) $LB\@Y* >,SNIK&,(6DDB7UER MB(N+X*76!0O+,;W4\81[X^! -DZ-@@=K,;V-PB0ZS(J,9-[649M1:G)O=#0Z MT%GGU;"S88YEK7LCX6!63HV%.X69='@)HQ+(;&NK"T]&+ID\P$Q63N@4% Z[ M]S*OLM;]_<.]N3>UW%N$[=_^*#)((9EH: _D0I-]%.I%0&,=Y*B16(W(Z#/Q\KH43&>TU_]"BWM?;OR&+YA7.26>P3LT=<>/$# @ MV8!8"F=(6TC;ZM=A=+ZP-.&>Z'H^JS.6J*?>Y!\JJ/]PP>N%PDSG$7=@1)*@ M8C00>)"0>2E1I^BR'':-Z8F7O+ -]C"\C2J1'I'U#L_>;!FV0&9%\(63/47F MCR+_AYSC+"&*Z(VLU_W4,#/RR==,DW68&[KVD\IH^#IBE>6W]:JLUE_#,2LJ M=WAG\^K)?=<_3:4D,RE8GCR0<^5 <>3@98GD._F<16)>7W>IGF&EY-BWVUCB MFALG:M>L"(H5"]XJ4MY2G.(AEJ1L$W;]%3M^[H+-5AT_=Q'XA-; 9GVV^'"] MP6QKK(PN!K-2!"F+M76@!S)F#"1,:'F6ID@S!*OT[!LXI>_N8O2!E[^,CIX[ M"7\UCB3Z =%E5"[%8GU4M6M0)N*SC^!"SK,^SV[(6VE!6=RMZ2G^S(;7:(X) V3(PF2^6+=+'MC.J_7*>%?4ZG8TFX M3Q!O?ENO_E9]LZM8#^W<'EU=DBNDEY$G"'5JGA"F:*^=3G<'Q;4#[5WB^C#5 MFP'D>4 >)*W. ?@C'/1VM2'3@JP'[X(!X9P'I>B#KX6.&+@R)D;I[]: 'P&& MMTCLKIQ\,C#N+[D^(7FUKM>70=+?=07/%"1PC; EZF WU%CI;Q41=M M#=Z;X_"7CCXG+F,2N2[(Y.J2.O!(^X9(3,1DF23[_S_1YY&BS[M@LU7T>1>! M]VE>;$-G.@132_( 3+^3M(8^K(]]_% M^]MFU57_=%Z\TJR.@LT)5"P& BL2=$"/3#C)S;#P]R,OZ \7!\AP-3)#)P?% M';OZZD:BK)>2G0:=0^VFSAV0'B40/%:W2S%FGO4PGGA^=]&7T2!Q.#O[/(6> M]?Z-==F'2#:EJX/8:$40B%>0G,HH:)6)'6T.XE\C73*RN32JA#L"\1B-5]\L M_Z"_7ZV_+VRV*N2"P TZ4*IP<)$4NRC/+$\J,'NT1GR'+Z>[HWE<$#9L0[T? M(EZ86MSJ1_S;&NOP]]?__H;+#=+?OS_[@NN+WRV09:U]G=@G)1VCMF:Z;%3 M;$Q>)I\+Q^[59O!RNS-O9J-6;1#UPM2N]K[_5@M[%EZ98(TN($TMX2K9@,O. M 6JOHZ=?1-Y5V^NGES._E%IR;LSE;?<7U!SS=/FCSY>3;9F&UY1&3@DQK "4\ U]$!BS2(C/)6#.L M=55S4KMKB=:=/C02^TP/AP>Y\6D=,KX+7W%1S44AD*2!.9,G)1P00R04B ?@_R.NNZ=L\P+Z?>%\2P-^M:E7K-SS#!:;:(BL+L*[(.B1+@#-: M@]#$&L-53O+X"+^FK[M^=O. ^)X"?DD8O[+[%K559)8Y0LF,DY+[ %%BK>WR M+I6@1+'#.C&WH*Z[+GWSP/=>PGUAH.B6%K;TCM*/M0*'TX+1+D).5 MVFN;#.\_#[WO7.3_9*3'!\E+,HL>F),;@BM!^PBQ>$.L\ 6"J&6@0A='AZFX M=R.QW\'(?/:IX]XD/E^KZ=D9N.3[L'IQ$U@AH:CL/+&A1@.RM:$4@2QWE2(> M93(R_ZMGB4>%14?6U,!FJIXYKV-*D(KWM#JF(.B@(.EL5! I%W^T8M2#^^;. M/M=[!"'V8KT\U'^5EVB2\[*6)D507FFRPI2#PICCAOEZ4WHGTV/?CKC\9>5( M#^7UU)AY_=!"KFZ[+ZS@6OA0NW,Y!8J71.B7$;SP.N?BLDO#8M9/OF88;EY& M+G$\?O?=4.##Z[>O/KW^Y;=7'SZ]>?WQ-LW#>@/<><*(U_R?HFVD&_O;]"[F MW\+Z[/NG=5AN0MI*^OH>=&".16W!Q:1!*5W[89.?D 5#$^A08:%-+?)SE!UJ M)#WV_%].-NETM3E?XR?B\4^GU3M23,B(A.^B)'E'401P2,>L19LE5]:6U*;O MZPY$3GL[850>]-/WV_]9GLA3ECR$;CFX)DA MAR%5GU:1_R U4\6XI%QIX_7M16[GN]LNV'J\6T@K\740L!NVM&T/ L9[B\O,ZN3!#"&0<8 M@J[!/ET+X#,XF3$(2\9$:M.5ZCXM?>YZATK]"7#M(8(.0/3FZU?,)[2(OX6O M)Z??+]H8O"__",OP>=M3^OWZM_7),IU\"Z?O_R1KZ;+1@74BU@0+E)AK6%DF MB"EJ\#F;D(M2#MM,W]B3X'[@N ].5L<76@?8?$2)KR-$GARFPDP";FV=HFTD M>%4#1IXXJ*V++K:IC7B.LE[Z3DQ\R.XGJ0Z0]Q8_A]._(6X6,A;CI2%/7'%. MOK]!B)X (93U/!6!.;(F$/M!0C\[U^&278W!YKY#'Q]__^GCZ__]^^MWGU[_ M%WW8*RQ[[QDCAC>>IF^D@,;'\[C!?YT3G:]K]XP;H32F;':93J"\;81.;F>H MX^F,M()ICU:(-DWM'J/HX #&G>=>1_.8X=:D**%X3* DK]$\42!F[DVFQ:K0 M)F;S*$D3NWYC8.)> &(4]L]K1SD@BOK8HQKN+RWCIH]"RNM")T>T$*6OS1%< MM:L+ V^E8Y@+BZ+1L+OC;#,7%EMQFF>?,IA<(W=DW$,4JEZ+25XK8650;?); M#U'3Z>:R"Q*>V5QV9WH'ENQCW5*M")@$V6E6&$M\80D\&?B06*1?*)$D.UYW MV>G#D@=+>F"7XEW8WBEZ;C?0U!Q==H842CMB4E%DN-<4 HN:ZV*5B=CVSL[, MNA3O!("=NQ3O(HVIJZ)>_>L\?$3B)5YUT]5)IZ#)?T1+6B99!&?J!7U!NN8M M\\H/:T]\]\G](>$ J:W&8N'4\O\'68"K=+)<_4J<6'Y9G6_PUT"R6'X\__;M M]/N;9;IW\E#*YE KK&(S@+ B;N"S"JSRPX]'MYW;7LFXL3!S MO@X,E+N&&_W;]IA%C#XR5HRDOARDO03^/(CVX'Y_ M,+K<28W6W,?,((E$^I52(5M,&B@J!,%3#H6WR9 _2$YW\-E'U$\#: ^^]P>> MZ\0:R](EIA1P4>I)[#G0J@S(S#,3UB-].@9^WNZ4U&YF K4^P_9C? < >N#B MZ.T9$C5K>T$97T3NR:*W#DJ=1JR"5N!5,2#0)@R&%6E-$U#M0F57>]6>N'C^ M=N\X0NH @+^%[U^WN;?5I4]RM5C<_+JNHX9#(CTL0H"I^[#BHG9PMQEDC!XM M*2GW;4#W'&5=6>7C &U4870 KH>N$M-79]_?+.DEN#G;O-ELSC&_7]?/]5!X M=WY1#;>=(7SYVT7))BHR):J)2F9&# %\=H54JG"K0[9&MBG,'H?^KH[><7?$ M(PJV SC_6 /]&6X66G*=F*N7RD(M4K"DC$YYL([5!LU&:M^F7OLV'=-VHF\" MKP,8W0%,=C 7'E2:5\M\I34+GDA!R!J&$EQ=>B0NIB @EXP)D\ " 45G P!E M>&AI8FET,3 V7VAGF5L<&%R:VQL8RYH=&U02P$"% ,4 " "L40Q3 MH,@[:;2K ":-04 '@ @ &3%00 97AH:6)I=#$P-U]H9W-I M;6QA>6-I='EL;&,N:'1M4$L! A0#% @ K%$,4U'+3&\L" I"P !( M ( !@\$$ &5X:&EB:70S,3$Q,'$Q+FAT;5!+ 0(4 Q0 ( M *Q1#%/L;DR!+P@ .0L 2 " =_)! !E>&AI8FET,S$R M,3!Q,2YH=&U02P$"% ,4 " "L40Q3EAYQ9^($ #E%P $@ M @ $^T@0 97AH:6)I=#,R,3$P<3$N:'1M4$L! A0#% @ K%$,4]%> ME$_1! \!< !( ( !4-<$ &5X:&EB:70S,C(Q,'$Q+FAT M;5!+ 0(4 Q0 ( *Q1#%,?CHK".+L! (74%@ 1 " 5'< M! !G 0 5 " >VM!@!G&UL4$L! A0#% M @ K%$,4_NM&;^PU0 3!0) !4 ( !OA<' &=R=V

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