urban-gro, Inc. Files 2023 Annual Report on Form 10-K

TL;DR

<b>urban-gro, Inc. filed its 2023 10-K, detailing financial performance and business operations for the year ending December 31, 2023.</b>

AI Summary

urban-gro, Inc. (UGRO) filed a Annual Report (10-K) with the SEC on March 28, 2024. Filed its 2023 Form 10-K on March 28, 2024, reporting on the fiscal year ending December 31, 2023. The company operates in Wholesale - Machinery, Equipment & Supplies (SIC 5080) and is incorporated in Delaware. Key dates include the fiscal year end of December 31, 2023, and the filing date of March 28, 2024. The filing references prior periods, including fiscal year 2022 and year-end 2021, for comparative financial data. Specific business segments mentioned include Equipment Systems, Services, Construction Design & Build, and Other.

Why It Matters

For investors and stakeholders tracking urban-gro, Inc., this filing contains several important signals. This 10-K filing provides a comprehensive overview of urban-gro's financial health, operational activities, and strategic positioning for the fiscal year 2023, crucial for investors assessing the company's performance and future prospects. The detailed segment reporting and financial data allow stakeholders to understand revenue streams, cost structures, and overall profitability trends, aiding in investment decisions.

Risk Assessment

Risk Level: medium — urban-gro, Inc. shows moderate risk based on this filing. The filing is a standard 10-K, which is a comprehensive annual report. While it contains detailed financial information, it does not inherently signal immediate positive or negative events, thus warranting a medium risk assessment for general market interpretation.

Analyst Insight

Investors should review the detailed financial statements and risk factors within the 10-K to understand urban-gro's performance and potential challenges.

Key Numbers

• 2023-12-31 — Fiscal Year End (Reporting period)
• 2024-03-28 — Filing Date (Date of submission)
• 001-39933 — SEC File Number (SEC registration number)

Key Players & Entities

• urban-gro, Inc. (company) — Filer name
• 2024-03-28 (date) — Filing date
• 2023-12-31 (date) — Fiscal year end
• LAFAYETTE (location) — Business address city
• DE (location) — State of incorporation
• 5080 (other) — Standard Industrial Classification code

FAQ

Industry Context

urban-gro, Inc. operates within the wholesale machinery, equipment, and supplies sector, focusing on providing solutions for various industries.

Regulatory Implications

The company is subject to standard SEC regulations for public companies, including the requirement to file annual reports (10-K) detailing financial performance and business operations.

What Investors Should Do

1. Analyze the detailed financial statements for revenue trends, profitability, and cash flow.
2. Review the business description and risk factors to understand operational strategies and potential challenges.
3. Compare the 2023 results with previous years to identify performance changes and growth patterns.

Key Dates

• 2023-12-31: Fiscal Year End — End of the reporting period for the 10-K.
• 2024-03-28: Filing Date — Date the 10-K was officially submitted to the SEC.

Year-Over-Year Comparison

This filing is the 2023 Form 10-K, providing the annual summary of the company's financial and operational status for the fiscal year ending December 31, 2023.

Key Financial Figures

• $0.001 — ange on which registered Common Stock, $0.001 par value UGRO NASDAQ Capital Market
• $11.0 million — , 2023 - Awarded contract for more than $11.0 million of design-build services with an existi
• $8.0 million — r 2, 2023 - Secured contracts of nearly $8.0 million across four clients in the CEA sector t
• $7 million — hese contracts, valued at approximately $7 million dollars, did start in the first quarter
• $4.5 million — multiple contracts valued at more than $4.5 million to be recognized over the next two quar
• $9.6 million — imeframe. November 30, 2023 - Awarded $9.6 million industrial design-build contract with a
• $11 million — ter of 2023, the value was increased to $11 million dollars with the addition of supplying
• $20.0 million — -build contract valued at approximately $20.0 million of design-build services with an existi

Filing Documents

• ugro-20231231.htm (10-K) — 1293KB
• a123123-ex41.htm (EX-4.1) — 26KB
• a123123-ex211.htm (EX-21.1) — 9KB
• a123123-ex231.htm (EX-23.1) — 4KB
• a123123-ex311.htm (EX-31.1) — 10KB
• a123123-ex312.htm (EX-31.2) — 10KB
• a123123-ex321.htm (EX-32.1) — 6KB
• ugro-20231231_g1.jpg (GRAPHIC) — 128KB
• ugro-20231231_g2.jpg (GRAPHIC) — 78KB
• ugro-20231231_g3.jpg (GRAPHIC) — 33KB
• ugro-20231231_g4.jpg (GRAPHIC) — 56KB
• 0001706524-24-000014.txt (&nbsp;) — 8480KB
• ugro-20231231.xsd (EX-101.SCH) — 74KB
• ugro-20231231_cal.xml (EX-101.CAL) — 92KB
• ugro-20231231_def.xml (EX-101.DEF) — 283KB
• ugro-20231231_lab.xml (EX-101.LAB) — 716KB
• ugro-20231231_pre.xml (EX-101.PRE) — 498KB
• ugro-20231231_htm.xml (XML) — 1041KB

Business

Business 3 Item 1A.

Risk Factors

Risk Factors 15 Item 1B. Unresolved Staff Comments 26 Item 1C. Cybersecurity 26 Item 2

Properties

Properties 27 Item 3.

Legal Proceedings

Legal Proceedings 27 Item 4. Mine Safety Disclosures 28 PART II 29 Item 5. Market for the Registrant's Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities 29 Item 6. [Reserved] 30 Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 30 Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 35 Item 8.

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data 35 Item 9. Changes in and Disagreements on Accounting and Financial Disclosure 36 Item 9A.

Controls and Procedures

Controls and Procedures 36 Item 9B. Other Information 37 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 37 PART III 38 Item 10. Directors, Executive Officers and Corporate Governance 38 Item 11.

Executive Compensation

Executive Compensation 38 Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 38 Item 13. Certain Relationships and Related Transactions, and Director Independence 38 Item 14. Principal Accounting Fees and Services 38 PART IV 39 Item 15. Exhibits, Financial Statement Schedules 39

Form 10-K Summary

Item 16. Form 10-K Summary 40

Signatures

Signatures 41 Index to Financial Statements F- 1 2- Cautionary Information about Forward-Looking Statements This Annual Report on Form 10-K ("Form 10-K" or this "Report") contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act") and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including statements related to: future events; challenges we may face; growth strategy; expansion and future operations; the ability to recognize backlog as revenue; financial position; estimated or projected revenues, losses, costs, gross profit, earnings or other financial items; business strategy, prospects, plans and objectives of management; anticipated or pending investigations, legal claims, proceedings or litigation that may involve or affect us; implementation of ESG initiatives; industry-specific trends, events or regulations and the impact of those trends, events and regulations on us or our financial performance; and updates to regulations and the impact of those regulations on us. All statements other than statements of historical fact may be forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as "seek," "anticipate," "plan," "continue," "estimate," "expect," "may," "will," "project," "predict," "potential," "target," "intend," "could," "might," "should," "believe" and variations of such words or their negative and similar expressions. Forward-looking statements should not be read as a guarantee of future performance or results and may not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking statements are based on management's belief, based on currently available information, as to the outcome and timing of future events Important factors known to us that could cause such material differences are identified in thi

BUSINESS

ITEM 1. BUSINESS Background urban-gro, Inc. (together with its wholly owned subsidiaries, collectively "urban-gro," "we," "us," or "the Company") was originally formed on March 20, 2014, as a Colorado limited liability company. On March 10, 2017, we converted to a Colorado corporation and exchanged shares of our common stock for every member's interest issued and outstanding on the date of conversion. On October 29, 2020, we reincorporated as a Delaware corporation. On December 31, 2020, we effected a 1-for-6 reverse stock split with respect to our common stock. All information in this Report gives effect to this reverse stock split, including restating prior period reported amounts. On February 12, 2021, we completed an uplisting to the Nasdaq Capital Market ("Nasdaq") under the ticker symbol "UGRO". Overview urban-gro is an integrated professional services and construction design-build firm. Our business focuses primarily on providing fee-based knowledge-based services as well as the value-added reselling of equipment. We derive income from our ability to generate revenue from our clients through the billing of our employees' time spent on client projects. We offer value-added architectural, engineering, systems procurement and integration, and construction design-build solutions to customers operating in the controlled environment agriculture ("CEA") and industrial and other commercial ("Commercial") sectors. Our evolution, both organically and through the acquisition of engineering, architecture, and construction management firms has enabled us to successfully diversify into the commercial sectors of the clients we serve, as well as the capabilities we offer, which we believe has helped insulate our business from any one sector. Even with this successful diversification, our main focus and value-add has always been and remains in providing solutions to our CEA clients, where we have experience and expertise in designing, engineering, building, and integratin