UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT 

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): November 3, 2020

 

urban-gro, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

(State or other jurisdiction of incorporation)

 

000-52898   46-5158469
(Commission File Number)   (IRS Employer Identification No.)

 

1751 Panorama Point, Unit G

Lafayette, Colorado 80026

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code (720) 390-3880

 

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
     
  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
     
  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
     
  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class   Trading Symbol(s)   Name of Each Exchange on Which Registered
N/A   N/A   N/A

  

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

 

 

 

     
 

 

 

Item 2.02. Results of Operations and Financial Condition.

 

On November 3, 2020, urban-gro, Inc. (the “Company”) issued a press release announcing its financial results for the third quarter of fiscal year 2020. A copy of the press release is being furnished as Exhibit 99.1 hereto and is hereby incorporated by reference.

 

The information furnished pursuant to Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

 

 

Item 9.01. Financial Statements and Exhibits.
     
  Number Exhibit
     
  99.1 Press Release issued by urban-gro, Inc. on November 3, 2020

 

 

 

 

 

 

  2  
 

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  URBAN-GRO, INC.
     
Date: November 3, 2020 By: /s/ Bradley Nattrass
    Bradley Nattrass
    Chief Executive Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

  3  

 

 

 

 

 

 

Exhibit 99.1

 

 

 

 

urban-gro Announces Financial Results for 2020 Third Quarter

 

  · Generated first quarterly positive Adjusted EBITDA of $0.3M in Q3 2020 versus negative $0.6M in Q3 2019;
  · Net loss was $0.7M in Q3 2020 compared to $2.8M in Q3 2019;
  · Revenues in Q3 increased by 50% over same period in 2019, $8.4M vs $5.6M;
· Operating Expenses decreased $3.1M, or 32%, to $6.5M YTD compared to $9.6M in the same period in 2019;
· Customer deposits against future shipments were $4.1M at the end of Q3;

 

Lafayette, Colorado (October 30, 2020) – urban-gro, Inc. (OTCQX: UGRO) (“urban-gro” or the “Company”), a leading global horticulture company that engineers and designs proprietary indoor commercial Controlled Environment Agriculture (“CEA”) facilities and integrates complex environmental equipment systems into these high-performance facilities, announced its financial results for the quarter ended September 30, 2020.

 

Third Quarter Financial Summary

 

· The Company generated revenues of $8.4M in Q3 2020, compared to $5.6M in Q3 2019.
· On a Non-GAAP basis, Adjusted EBITDA was positive $0.3M in Q3 2020, compared to negative $0.6M in Q3 2019. This improvement was primarily the result of a reduction in operating expenses.
o This is the first period as a reporting company to report positive Adjusted EBITDA.
· The Company reported a loss from operations of $0.1M in Q3 2020, compared to a loss of $1.4M in Q3 2019.
o This decrease demonstrates the positive effect of our restructuring and cost-cutting measures that began in Q3 2019.
o Operating expenses decreased by $1.4M to $1.9M in Q3 2020 compared to $3.3M in Q3 2019.
· Net loss was $0.7M in Q3 2020 compared to a net loss of $2.8M in Q3 2019
o Loss from operations decreased by $1.3M in Q3 2020 as compared to Q3 2019.
o Total non-operating expenses decreased by $0.9M in Q3 2020 compared to Q3 2019 due primarily to reductions in interest expense, including amortization of convertible debentures, and a reduction in impairment of investment of $0.5M from Q3 2019 to Q3 2020.
· Cash on hand was $0.2M at September 30, 2020 compared to $0.4M at December 31, 2019.
· Customer deposits against future shipments were $4.1M at September 30, 2020 compared to $2.9M at December 31, 2019.
· Prepayments made to vendors for cultivation and complex equipment systems increased to $2.1M at September 30, 2020 compared to $1.3M at December 31, 2019.

 

Nine Month Financial Summary

 

· The Company generated revenues of $16.6M, compared to $17.1M in the prior year period, an overall decrease of $0.5M or 3%
o The slight decrease is primarily attributed to impact of COVID-19.
· On a Non-GAAP basis, Adjusted EBITDA was negative $0.9M, compared to negative $2.1M in the prior year period
o This $1.2M Adjusted EBITDA improvement is primarily due to reduced marketing and G&A expenses offset by a reduction in gross profit.
· Net loss was $4.0M compared to $5.7M in the prior year period due primarily to the offsetting effects of the following:
o Operating expenses decreased by $3.1M to $6.5M from $9.6M in the prior year.
o Gross profit decreased by $1.5M to $4.0M from $5.5M due to changes in the mix of revenues.

 

 

 

  1  

 

 

Management Commentary

 

“Fiscal Q3 2020 represents a pivotal quarter for the Company and is a culmination of the collaborative efforts of all employees to ensure alignment with our strategic goal of delivering leading engineering design and equipment solutions complemented by elite service levels,” notes Bradley Nattrass, Chairman and CEO of urban-gro.

 

As a result of our strong sales success,” Nattrass continues, “I am pleased to report that we have re-hired more than 50% of the positions that were impacted by the COVID-19 pandemic. Together, as a cohesive team, we are excited to continue our expansion into controlled environment agriculture markets around the world.”

 

“Our Q3 results demonstrate that the strategic cost-cutting efforts, which began in Q3 2019 and continued throughout 2020, are showing positive results through our first quarter of positive Adjusted EBITDA,” noted Dick Akright, CFO of urban-gro. “By strictly monitoring our operating costs, our goal is to continue that trend in Q4 and into the future.”

 

COVID-19 Pandemic

 

In our opinion, the impacts of the COVID-19 pandemic to our customers’ businesses, as well as our Company, are lessening. The Company remains actively engaged with our customers, and we continue to experience an increase in customer inquiries. Projects that were on hold are starting up, and new state ballot measures are driving additional interest in engineering design services.

 

Use of Non-GAAP Financial Information

 

We define Adjusted EBITDA as net income (loss) attributable to urban-gro, Inc., determined in accordance with GAAP, excluding the effects of certain operating and non-operating expenses including, but not limited to, interest expense, depreciation of tangible assets, amortization of intangible assets, impairment of investments, and stock-based compensation that we do not believe reflect our core operating performance. We use Adjusted EBITDA as a measure of our operating performance. Adjusted EBITDA is a supplemental non-GAAP financial measure and it is not a substitute for net income (loss), income (loss) from operations, cash flows from operating activities or any other measure prescribed by GAAP.

 

Our board of directors and management team focus on Adjusted EBITDA as a key performance and compensation measure. We believe that Adjusted EBITDA assists us in comparing our performance over various reporting periods because it removes from our operating results the impact of items that our management believes do not reflect our core operating performance.

 

There are limitations to using non-GAAP measures such as Adjusted EBITDA. Although we believe that Adjusted EBITDA can make an evaluation of our operating performance more consistent because it removes items that do not reflect our core operations, other companies in our industry may define Adjusted EBITDA differently than we do. As a result, it may be difficult to use Adjusted EBITDA to compare the performance of those companies to our performance. Adjusted EBITDA should not be considered as a measure of the income generated by our business or discretionary cash available to us to invest in the growth of our business.

 

 

 

  2  

 

 

The following table reconciles net income (loss) attributable to the Company to Adjusted EBITDA for the periods presented:

 

   

Three Months Ended

September 30,

   

Nine Months Ended

September 30,

 
    2020     2019     2020     2019  
Net Income (Loss)   $ (694,281 )   $ (2,809,530 )   $ (3,959,882 )   $ (5,719,404 )
Interest expense     393,158       125,733       1,057,501       374,850  
Interest expense – amortization of convertible debentures           796,233             796,233  
G&A – amortization of convertible debentures           167,834             167,834  
Impairment loss           506,000       310,000       506,000  
Stock-based compensation     399,258       509,219       1,391,807       1,606,355  
Contingent consideration – purchase price     155,000             155,000        
Depreciation and amortization     61,339       73,928       181,750       193,956  
Adjusted EBITDA   $ 314,474     $ (630,583 )   $ (863,824 )   $ (2,074,176 )

 

About urban-gro, Inc.

urban-gro, Inc. (OTCQX: UGRO) (“urban-gro” or the “Company”) is a leading global horticulture company that engineers and designs proprietary indoor commercial Controlled Environment Agriculture (“CEA”) facilities and integrates complex environmental equipment systems into these high-performance facilities. Our custom-tailored, plant-centric approach to design, procurement, and integration provides a single point of accountability across all aspects of indoor growing operations. We also help our customers achieve operational efficiency and economic advantages through a full spectrum of professional services focused on facility optimization, and integrated pest management programs that promote environmental health. In every engagement, our unwavering focus is on solutions that ensure success. Visit www.urban-gro.com to learn more.

 

Safe Harbor Statement

 

This press release contains forward looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. When used in this release, terms such as “believes,” “estimates,” “should,” “could,” “would,” “plans,” “expects,” “intends,” “anticipates,” “may,” “forecasts,” “projects” and similar expressions and variations as they relate to the Company or its management are intended to identify forward-looking statements. Such forward-looking statements are based on current expectations, forecasts, and assumptions that involve risks and uncertainties that could cause actual outcomes and results to differ materially from those anticipated or expected, including statements related to the demand for our services and products, our ability to manage the adverse effect brought on by the COVID-19 pandemic, our ability to execute on our growth strategy, our ability to achieve positive cash flows, Adjusted EBITDA or profitability, our ability to achieve and maintain cost savings, the sufficiency of our liquidity and capital resources, and our ability to achieve our key initiatives for 2020. A more detailed description of these and certain other factors that could affect actual results is included in the Company’s filings with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Company undertakes no obligation to update any forward-looking statements to reflect events or circumstances after the date hereof, except as may be required by law.

 

For inquiries, please contact:

 

Investor Relations Contact:
Daniel Droller, Executive Vice President of Corporate Development

urban-gro, Inc.

Email: investors@urban-gro.com

Phone: 720-390-3880

 

 

Media Contact:
Stan Wagner

urban-gro, Inc.

Email: media@urban-gro.com

Phone: 303-618-5080

 

 

 

 

  3