Hydrofarm Holdings Group, Inc. (“Hydrofarm” or the “Company”) (Nasdaq: HYFM), a leading independent distributor and manufacturer of hydroponics equipment and supplies for controlled environment agriculture (“CEA”), today announced financial results for its third quarter ended September 30, 2021.
Third Quarter 2021 Highlights vs. Prior Year Period:
- Net sales increased 28.1% to $123.8 million compared to $96.7 million.
- Gross profit increased 64.9% to $30.0 million, or 24.2% of net sales, compared to $18.2 million, or 18.8% of net sales.
- Net income attributable to common stockholders was $17.3 million or $0.37 per diluted share, compared to $2.0 million or $0.08(1) per diluted share. Pro forma adjusted net income(2) was $7.7 million or $0.17 per pro forma diluted share, compared to $4.3 million or $0.13 per pro forma diluted share.
- Adjusted EBITDA(2) increased 116.7% to $16.1 million compared to $7.4 million.
- Completed two acquisitions during the quarter: Aurora Innovations and Greenstar Plant Products.
- Closed on new $125 million Senior Secured Term Loan Facility.
- Completed one acquisition: Innovative Growers Equipment and related entities (“IGE”).
Reaffirm Full Year 2021 Outlook vs. Prior Year:
- Net sales growth of 37% to 43%, or approximately $470.0 million to $490.0 million.
- Adjusted EBITDA(2) of $47.0 million to $53.0 million, or approximately 10% to 11% of net sales.
- Pro Forma(3) net sales of $580.0 million to $600.0 million; Pro Forma Adjusted EBITDA (3) of $85.0 million to $95.0 million.
(1) Net income attributable to common stockholders after adjustment for assumed conversions of $0.2 million.
(2) Adjusted EBITDA and Pro Forma Adjusted Net Income (Loss) are non-GAAP measures. For reconciliations of GAAP to non-GAAP measures see the “Reconciliation of Non-GAAP Measures” accompanying the release. Note that Pro Forma Adjusted Net Income is pro forma as if our Initial Public Offering (IPO) had occurred at the beginning of each period presented. Please see the “Non-GAAP Financial Measures” for definitions used herein.
(3) Pro Forma net sales and Pro Forma Adjusted EBITDA assumes that all five acquisitions had occurred on January 1, 2021.
Bill Toler, Chairman and Chief Executive Officer of Hydrofarm, said, “During the third quarter, we grew our top line by over 28% and improved gross profit by over 540 basis points year-over-year. We also benefited from a reconfiguring of our product portfolio driven by this year’s M&A activity, as over 76% of our sales now come from our proprietary and preferred brands compared to approximately 65% last year, contributing to a 117% improvement in Adjusted EBITDA.”
Mr. Toler added, “Looking ahead, as we have previously noted we continue to expect the agriculture oversupply that has put downward pressure on cannabis growing activity, predominantly in California and Canada, to impact results for the balance of the year. This is reflected in our recently updated 2021 guidance, which, despite the near-term challenges, projects full-year organic growth of 18% to 23%, above our long-term 15% historical baseline growth, in addition to M&A growth of 19% to 20%. We would also note that the midpoint of our outlook implies 2-year growth of over 75% or an approximately 32% 2-year compound annual organic growth rate.”
Mr. Toler concluded, “All in all, we believe our long-term growth algorithm remains intact and that we are uniquely positioned to capitalize on the unprecedented longer-term expansion of Controlled Environment Agriculture.”
Senior Secured Term Loan
On October 25, 2021, the Company also entered into a new $125.0 million senior secured term loan facility (the “Term Loan”). The Term Loan bears interest at a rate of either LIBOR (with a 1.00% floor) plus 5.50%, or an alternate base rate (with a 2.00% floor) plus 4.50%, and matures on October 25, 2028. The Company used a portion of the net proceeds from the Term Loan to fund the cash portion of the IGE purchase price and to repay the outstanding balance under the Company’s existing revolving credit facility.
Acquisition of Innovative Growers Equipment
On November 1, 2021, the Company completed the acquisition of Innovative Growers Equipment, Inc. and related entities (“IGE”), an Illinois-based manufacturer of horticulture benches, racking and LED lighting systems. IGE also has a commercial equipment product range that will complement Hydrofarm’s existing lineup of high performance, proprietary branded products. The addition of the IGE commercial equipment product range complements Hydrofarm’s existing lineup of high performance, proprietary branded products.
Third Quarter 2021 Financial Results
Net sales in the third quarter of 2021 increased $27.2 million or 28.1% to $123.8 million compared to the third quarter of 2020, driven by an approximate 24.4% increase in volume of products sold (including sales from acquisitions closed within the quarter and preferred brands added in the year-to-date period), an approximate 2.8% increase in price/mix of products sold, and an approximate 0.8% growth from favorable foreign exchange rates. The growth in volume of products sold was related entirely to recently acquired brands which offset a decline in organic sales.
Gross profit increased $11.8 million or 64.9% to $30.0 million compared to the third quarter of 2020, driven by the increase in net sales and an approximate 540 basis point improvement in gross margin to 24.2% compared to 18.8% in the third quarter of 2020. The year-over-year improvement in gross margin resulted primarily from a more favorable sales mix of proprietary and preferred brand products which typically carry a higher gross margin than our distributed branded products.
Selling, general and administrative (“SG&A”) expense was $32.1 million in the third quarter of 2021 compared to $12.5 million in the third quarter of 2020. The increase in SG&A expense was primarily related to acquisition and integration costs related to acquisitions completed in the quarter and subsequent to the quarter, but also included higher compensation costs, share-based compensation, and insurance costs as a result of the Company’s recent growth and public company status in 2021 (versus private company status for most of 2020). SG&A expense, excluding acquisition and integration-related costs, share-based compensation, depreciation/amortization, investor warrant expenses and distribution center exit costs, was $16.9 million or 13.6% of net sales.
Net income attributable to common stockholders was $17.3 million or $0.37 per diluted share in the third quarter of 2021, compared to $2.0 million or $0.08(1) per diluted share in the third quarter of 2020. The increase in net income to $17.3 million in the third quarter of 2021 from $2.0 million in the prior year period primarily reflects the discrete income tax benefit as a result of acquisitions and the subsequent reduction in the valuation allowance recorded against our net deferred tax assets. Pro Forma Adjusted Net Income(2) was $7.7 million or $0.17 per pro forma diluted share in the third quarter of 2021, compared to $4.3 million or $0.13 per pro forma diluted share in the third quarter of 2020.
Adjusted EBITDA(2) was $16.1 million, or 13.0% of net sales, for the third quarter of 2021 representing a more than two-fold dollar increase from $7.4 million, or 7.7% of net sales, in the third quarter of 2020. The improvement in Adjusted EBITDA was driven by an increase in net sales and the improvement in gross profit margin.
Key Third Quarter 2021 Events
Acquisition of Aurora Innovations
On July 1, 2021, the Company completed the acquisition of Aurora Innovations (together with several related entities, “Aurora”), a Eugene, Oregon-based manufacturer and supplier of organic hydroponic products. Through the Aurora acquisition, Hydrofarm added several key branded and self-manufactured products to its line-up, including Roots Organics and Procision grow media, Soul nutrients, Procision perlite and Aurora Peat Products soil mixes. The acquisition also added to the Company’s domestic manufacturing footprint with newly acquired manufacturing facilities located in the Northeastern and the Northwestern US along with a peat moss harvesting operation in Canada.
Investor Warrant Redemption
On July 19, 2021, the Company completed its previously announced redemption of its outstanding warrants to purchase shares of the Company’s common stock that were issued in connection with a private placement of units. Prior to the redemption date, 3,367,647 investor warrants were exercised, generating approximately $56.8 million of gross proceeds to Hydrofarm and simplifying the Company’s capital structure.
Acquisition of Greenstar Plant Products
On August 3, 2021, the Company completed the acquisition of a Canadian nutrient company, Greenstar Plant Products, Inc. With this acquisition, Grotek and Gaia Green plant nutrients will join Hydrofarm’s lineup of high performance, proprietary branded and self-manufactured products. Prior to the acquisition, Hydrofarm had a distribution relationship with Greenstar via a preferred brand agreement to sell the Grotek brand and a distribution agreement to sell the Gaia Green brands, with Hydrofarm’s distribution representing approximately 50% of Greenstar’s annual sales. This transaction is another example of Hydrofarm’s ability to strategically onboard like-minded brand owners initially via a distribution relationship. The acquisition also adds a nutrient manufacturing facility in Western Canada to the Company’s facility footprint.
Balance Sheet and Liquidity
As of September 30, 2021, the Company had cash of approximately $14.5 million and an aggregate principal amount of debt outstanding of $27.7 million, as well as approximately $52 million of additional available borrowing capacity under its revolving credit facility. Subsequent to the end of the third quarter, the Company entered into the $125.0 million senior secured term loan facility and used a portion of the net proceeds from the Term Loan to fund the cash portion of the IGE purchase price and to repay the outstanding balance on our existing revolving credit facility and will use the remaining net proceeds for general corporate purposes, which may include, among other things, funding future M&A opportunities.
Full Year 2021 Outlook
The Company is reaffirming its updated outlook for the full fiscal year 2021, as outlined in its October 26, 2021 release:
- Net sales growth between 37% and 43% or approximately $470.0 million to $490.0 million.
- Adjusted EBITDA(4) of $47.0 million to $53.0 million, representing margin expansion to approximately 10.0% to 11.0% for the full fiscal year.
(4) Adjusted EBITDA is a non-GAAP measure. See the ”Reconciliation of Non-GAAP Measures” accompanying this release.
The Company’s 2021 outlook includes the following assumptions:
- Partial period contributions from the following acquisitions:
- Heavy 16 – net sales and EBITDA contribution for May through December 2021
- House & Garden – net sales and EBITDA contribution for June through December 2021
- Aurora Innovations – net sales and EBITDA contribution for July through December 2021
- Greenstar – net sales and EBITDA contributions for August through December 2021
- IGE – net sales and EBITDA contributions for November through December 2021
- Full-year organic growth of approximately 18% to 23% and M&A growth of approximately 19% to 20%; organic growth is heavily weighted toward the first half of fiscal 2021 and M&A growth is heavily weighted toward the second half of fiscal 2021.
- Capital expenditures of approximately $8.0 to $10.0 million (unchanged from prior guidance) to support expansion to recently acquired manufacturing operations in addition to distribution center expansions outlined in our previous May outlook; and
- An estimated tax provision between $2.5 million and $3.5 million for the full year, excluding the large discrete tax benefit recognized in Q3.
Hydrofarm has completed five acquisitions, with only a partial year contribution from each acquisition embedded within the outlook above. The Company estimates that on a pro forma full year basis as if all five acquisitions had occurred on January 1, 2021, Hydrofarm would expect to generate betweenapproximately $580 million and $600 million of net sales and $85 and $95 million of Adjusted EBITDA(3).
With respect to projected fiscal year 2021 Adjusted EBITDA, a quantitative reconciliation is not available without unreasonable effort due to the variability, complexity and low visibility with respect to certain items, including, but not limited to, stock-based compensation and employer payroll taxes, uncertainties caused by the global COVID-19 pandemic, changes to the regulatory landscape, and certain potential future transaction expenses, which are excluded from Adjusted EBITDA. We expect the variability of these items to have a potentially unpredictable, and potentially significant, impact on our future GAAP financial results.
The Company will host a conference call to discuss financial results for the third quarter of 2021 today at 4:30 p.m. Eastern Standard Time. Bill Toler, Chairman and Chief Executive Officer, and John Lindeman, Chief Financial Officer, will host the call.
The conference call can be accessed live over the phone by dialing 201-389-0879. A replay will be available after the call until Thursday, November 18, 2021 and can be accessed by dialing 412-317-6671. The passcode is 13723833. The conference call will also be webcast live and archived on the corporate website at www.hydrofarm.com, under the “Investors” section.