EXHIBIT 99.3
GROWGENERATION CORP AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED AND COMBINED FINANCIAL STATEMENTS
The following unaudited pro forma condensed and combined financial information and related notes present the historical condensed combined financial information of GrowGeneration Corp and Subsidiaries (hereinafter referred to as “GrowGeneration”, “we,” “our,” “us” and similar terms unless the context indicates otherwise) and Grassroots Hydroponics Inc. (hereinafter referred to as “Grassroots”), after giving effect to GrowGeneration’s acquisition of certain assets of Grassroots that was completed on December 14, 2020 (the “Acquisition Date”). The unaudited pro forma condensed combined financial information gives effect to our acquisition of Santa Rosa Hydro based on the assumptions, reclassifications and adjustments described in the accompanying notes to the unaudited pro forma condensed combined financial information.
The unaudited pro forma condensed combined balance sheet as of September 30, 2020 reflects the acquisition of certain assets of Grassroots as if the acquisition had occurred on September 30, 2020. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2019 and the nine months ended September 30, 2020 combines GrowGeneration’s and Grassroots’s historical results and are presented as if the acquisition had occurred on January 1, 2019 and 2020, respectively.
The condensed combined financial statements include pro forma adjustments for preliminary valuations of certain tangible and intangible assets by GrowGeneration’s management as of the acquisition date of November 17, 2020. These adjustments are subject to further revision upon finalization of the transaction, the related intangible asset valuations and fair value determinations. The determination and preliminary allocation of the purchase consideration used in the unaudited pro forma condensed combined financial information are based upon preliminary estimates, which are subject to change during the measurement period as we finalize the valuations of the net tangible and intangible assets acquired.
The unaudited pro forma adjustments are not necessarily indicative of or intended to represent the results that would have been achieved had the transaction been consummated as of the dates indicated or that may be achieved in the future. The actual results reported by the combined company in periods following the acquisition may differ significantly from those reflected in these unaudited pro forma condensed combined financial information for a number of reasons, including cost saving synergies from operating efficiencies and the effect of the incremental costs incurred to integrate the two companies.
F-1
TABLE OF CONTENTS
F-2
Unaudited Pro Forma Condensed Combined Balance Sheet
September 30, 2020
| GrowGeneration | Grassroots | Adjustments | Combined | |||||||||||||
| ASSETS | ||||||||||||||||
| Current assets: | ||||||||||||||||
| Cash | $ | 55,347,450 | $ | 3,079,537 | $ | (3,079,537 | ) | $ | 47,848,530 | |||||||
| Accounts receivable, net | 5,246,521 | — | (7,498,920 | ) | 5,246,521 | |||||||||||
| Inventory, net | 37,847,421 | 2,286,535 | — | 40,133,956 | ||||||||||||
| Prepaid expenses and other current assets | 5,537,083 | 53,761 | (53,761 | ) | 5,537,083 | |||||||||||
| Total current assets | 103,978,475 | 5,419,833 | (10,632,218 | ) | 98,766,090 | |||||||||||
| Property and equipment, net | 4,488,922 | 369,430 | 4,858,352 | |||||||||||||
| Operating leases right-of-use assets, net | 8,109,184 | — | 1,436,800 | 9,545,984 | ||||||||||||
| Goodwill | 21,925,084 | — | 7,421,890 | 29,346,974 | ||||||||||||
| Intangible assets, net | 864,219 | — | — | 864,219 | ||||||||||||
| Other assets | 336,149 | 14,830 | (14,830 | ) | 336,149 | |||||||||||
| TOTAL ASSETS | $ | 139,702,033 | $ | 5,804,093 | $ | (1,788,358 | ) | $ | 143,717,768 | |||||||
| LIABILITIES & STOCKHOLDERS’ EQUITY | ||||||||||||||||
| Current liabilities: | ||||||||||||||||
| Accounts payable | $ | 11,452,252 | $ | 395,775 | $ | (395,775 | ) | $ | 11,452,252 | |||||||
| Accrued liabilities | 119,810 | 197,552 | (197,552 | ) | 119,810 | |||||||||||
| Payroll and payroll tax liabilities | 1,943,328 | — | — | 1,943,328 | ||||||||||||
| Deferred revenue/Customer deposits | 2,469,581 | — | — | 2,469,581 | ||||||||||||
| Sales tax payable | 901,900 | — | — | 901,900 | ||||||||||||
| Income tax payable | 1,927,805 | — | — | 1,927,805 | ||||||||||||
| Current maturities of operating leases liability | 2,037,537 | — | 360,000 | 2,397,537 | ||||||||||||
| Long-term debt, current maturities | 88,049 | 107,876 | (107,876 | ) | 88,049 | |||||||||||
| Total current liabilities | 20,940,262 | 701,203 | (341,203 | ) | 21,300,262 | |||||||||||
| Operating leases liability, net of current maturities | 6,307,463 | — | 1,076,800 | 7,384,263 | ||||||||||||
| Long-term debt, net of current portion | 189,333 | 69,154 | (69,154 | ) | 189,333 | |||||||||||
| Total liabilities | 27,437,058 | 770,357 | 666,443 | 28,873,858 | ||||||||||||
| Stockholders’ Equity | ||||||||||||||||
| Common Stock, $.001 par value | 48,412 | 1 | (1 76 ) | 48,488 | ||||||||||||
| Additional paid in capital | 115,285,993 | — | 2,578,859 | 117,864,852 | ||||||||||||
| Accumulated deficit | (3,069,430 | ) | 5,033,735 | (5,033,735 | (3,069,430 | ) | ||||||||||
| Total Stockholders’ Equity | 112,264,975 | 5,033,736 | (2,454,801 | ) | 114,843,910 | |||||||||||
| Total liabilities and Stockholders’ Equity | $ | 139,702,033 | $ | 5,804,093 | $ | (1,788,358 | ) | $ | 143,717,768 | |||||||
See accompanying notes to Unaudited Pro Forma Condensed Combined Financial Statements
F-3
Unaudited Pro Forma Condensed Combined Statement of Operations
For the Nine Months Ended September 30, 2020
| GrowGeneration | Grassroots | Adjustments | Combined | |||||||||||||
| Sales | $ | 131,440,820 | $ | 14,654,751 | $ | — | $ | 146,095,571 | ||||||||
| Cost of sales | 96,338,467 | 11,523,593 | — | 107,862,060 | ||||||||||||
| Gross Profit | 35,102,353 | 3,131,158 | — | 38,233,511 | ||||||||||||
| Operating expenses | 29,307,210 | 1,597,912 | — | 30,905,122 | ||||||||||||
| Income from Operations | 5,795,143 | 1,533,246 | — | 7,328,389 | ||||||||||||
| Other income (expense): | ||||||||||||||||
| Interest expense | (19,728 | ) | — | (19,728 | ) | |||||||||||
| Interest income | 72,605 | 379 | — | 72,984 | ||||||||||||
| Other expense | (75,149 | ) | (294 | ) | — | (75,443 | ) | |||||||||
| Total non-operating income (expense), net | (22,272 | ) | 85 | — | (22,187 | ) | ||||||||||
| Net income, before taxes | 5,772,871 | 1,533,331 | — | 7,306,202 | ||||||||||||
| Provision for income taxes | (1,995,113 | ) | (17,948 | ) | — | (2,013,061 | ) | |||||||||
| Net income | $ | 3,817,758 | $ | 1,515,383 | $ | — | $ | 5,333,141 | ||||||||
| Net income per shares, basic | $ | .09 | $ | .13 | ||||||||||||
| Net income per shares, diluted | $ | .09 | $ | .12 | ||||||||||||
| Weighted average shares outstanding, basic | 41,477,438 | 41,553,721 | ||||||||||||||
| Weighted average shares outstanding, diluted | 44,223,683 | 44,299,966 | ||||||||||||||
See accompanying notes to Unaudited Pro Forma Condensed Combined Financial Statements
F-4
Unaudited Pro Forma Condensed Combined Statement of Operations
For the Year Ended December 31, 2019
| GrowGeneration | Grassroots | Adjustments | Combined | |||||||||||||
| Sales | $ | 79,733,568 | $ | 13,134,753 | $ | — | $ | 92,868,321 | ||||||||
| Cost of sales | 57,171,721 | 10,479,154 | — | 67,650,875 | ||||||||||||
| Gross Profit | 22,561,847 | 2,655,599 | 25,217,446 | |||||||||||||
| Operating expenses | 20,421,726 | 1,825,357 | — | 22,247,086 | ||||||||||||
| Income from Operations | 2,140,121 | 894,583 | — | 3,034,704 | ||||||||||||
| Other income (expense): | ||||||||||||||||
| Interest expense | (401,497 | ) | — | (401,497 | ) | |||||||||||
| Other expense | (4,545 | ) | (791 | ) | (5,336 | ) | ||||||||||
| Other income | 144,725 | 716 | 145,441 | |||||||||||||
| Total non-operating income (expense), net | (261,317 | ) | (75 | ) | (261,392 | ) | ||||||||||
| Net income, before taxes | 1,878,804 | 894,508 | 2,773,312 | |||||||||||||
| Provision for income taxes | — | (5,545 | ) | (5,545 | ) | |||||||||||
| Net income (loss) | $ | 1,878,807 | $ | 888,963 | $ | 2,767,770 | ||||||||||
| Net income per shares, basic | $ | .06 | $ | .08 | ||||||||||||
| Net income per shares, diluted | $ | .06 | $ | .07 | ||||||||||||
| Weighted average shares outstanding, basic | 32,833,594 | 32,909,877 | ||||||||||||||
| Weighted average shares outstanding, diluted | 39,228,696 | 39,304,979 | ||||||||||||||
See accompanying notes to Unaudited Pro Forma Condensed Combined Financial Statements
F-5
GROWGENERATION CORP
NOTES TO UNAUDITED PRO FORMA
CONDENSED AND COMBINED FINANCIAL STATEMENTS
1. BASIS OF PRO FORMA PRESENTATION
The unaudited pro forma condensed and combined balance sheet as of September 30, 2020 combines GrowGeneration’s historical condensed consolidated balance sheet with the historical balance sheet of Grassroots and has been prepared as if our acquisition of certain assets of Grassroots occurred on September 30, 2020. The unaudited pro forma condensed and combined statements of operations for the year ended December 31, 2019 and for the nine months ended September 30, 2020 combine our historical condensed consolidated statements of operations with Grassroots historical statements of operations and have been prepared as if the acquisition occurred on January 1, 2019 and January 1, 2020, respectively. The historical financial information is adjusted in the unaudited pro forma condensed combined financial information to give effect to pro forma events that are (1) directly attributable to the proposed acquisition, (2) factually supportable, and (3) with respect to the condensed combined statements of operations and comprehensive income, expected to have a continuing impact on the combined results.
We have accounted for the asset acquisition in this unaudited pro forma condensed combined financial information using the acquisition method of accounting in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 805 “Business Combinations” (“ASC 805”). In accordance with ASC 805, we use our best estimates and assumptions to assign fair value to the tangible and intangible assets acquired and liabilities assumed at the Acquisition Date. Goodwill as of the Acquisition Date is measured as the excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired.
The pro forma adjustments described below were developed based on GrowGeneration management’s assumptions and estimates, including assumptions relating to the consideration paid and the allocation thereof to the assets acquired from Grassroots based on preliminary estimates of fair value. The final purchase consideration and the allocation of the purchase consideration will differ from that reflected in the unaudited pro forma condensed combined financial information after final valuation procedures are performed and amounts are finalized following the completion of the acquisition.
The unaudited pro forma condensed combined financial information is provided for illustrative purposes only and does not purport to represent what the actual consolidated results of operations or the consolidated financial position of the combined company would have been had the acquisition occurred on the dates assumed, nor are they necessarily indicative of future consolidated results of operations or financial position.
The unaudited pro forma condensed and combined financial information does not reflect any integration activities or cost savings from operating efficiencies, synergies, asset dispositions or other restructurings that could result from the acquisition.
2. PRELIMINARY PURCHASE CONSIDERATION AND RELATED ALLOCATION
The assets subject to the sale under the Purchase Agreement included inventories, fixed assets, tangible personal property, intangible personal property and contracts. The Company agreed to pay the sellers a total of $7,498,920 and 76,283shares of common stock of the Company as consideration for the assets.
| Cash at closing | $ | 7,498,920 | ||
| Fair value of common stock issued | 2,501,320 | |||
| Total purchase consideration | $ | 10,000,240 |
F-6
GROWGENERATION CORP
NOTES TO UNAUDITED PRO FORMA
CONDENSED AND COMBINED FINANCIAL STATEMENTS
2. PRELIMINARY PURCHASE CONSIDERATION AND RELATED ALLOCATION, continued
The following table summarizes the preliminary allocation of the assets acquired based on their fair values on the acquisition date.
| Inventory | $ | 2,428,350 | ||
| Property and equipment | 150,000 | |||
| Operating leases right-of-use assets | 1,436,800 | |||
| Goodwill | 7,421,890 | |||
| Operating leases liability | (1,436,800 | ) | ||
| Total | $ | 10,000,240 |
Upon completion of the fair value assessment, it is anticipated that the final purchase price allocation will differ from the preliminary assessment outlined above. The final allocation could differ materially from the preliminary allocation used in the pro forma adjustments. Any changes to the preliminary estimates of the fair value of the assets acquired and liabilities assumed will be recorded as adjustments to those assets and liabilities and residual amounts will be allocated to goodwill.
3. PRO FORMA ADJUSTMENTS
The pro forma adjustments included in the unaudited pro forma condensed and combined financial statements are as follows:
| a) | Eliminate assets and liabilities not acquired in the asset purchase. |
| b) | Record cash issued at closing and fair market value of common stock issued. |
| c) | Adjust provision for income taxes. |
| d) | Assumption of operating leases in the asset purchase |
F-7