urban-gro, Inc. — fact timeline

urban-gro, Inc. dismissed BF Borgers CPA PC as its auditor.

“On May 6, 2024, urban-gro, Inc. (the “Company”) dismissed BF Borgers CPA PC (“BF Borgers”) as its independent registered public accounting firm.”

urban-gro, Inc. reported the quarter ended March 31, 2024 results: revenue $15.5 million, net income $2.1 million, EPS $0.18 net loss per share. Guidance reaffirmed.

“urban-gro, Inc. Reports First Quarter 2024 Financial Results and Reaffirms Full Year 2024 Guidance • Revenue of $15.5 million, representing a sequential increase of 4% over $15.0 million •”

urban-gro, Inc. reported First Quarter 2024 results: revenue at or better than $15.0 million. Guidance initiated.

“First Quarter 2024 Preliminary Guidance vs Prior Year Period: • Revenue at or better than $15.0 million, as compared to $16.8 million • Adjusted EBITDA 1 at or better than ($0.5) million, as compared to $(3.4) million”

urban-gro, Inc. reported Full Year 2024 results: revenue more than $84.0 million. Guidance initiated.

“Full Year 2024 Guidance • Revenue of more than $84.0 million , representing growth of at least 17.4% • Positive Adjusted EBITDA 1”

urban-gro, Inc. reported full year ended December 31, 2023 results: revenue $71.5 million, net income $(18.7) million.

“Full Year 2023 Results vs Prior Year Period: • Revenue of $71.5 million , a 6.7% increase from $67.0 million • Net income (loss) of $(18.7) million , as compared to $(15.3) million”

urban-gro, Inc. reported fourth quarter ended December 31, 2023 results: revenue $15.0 million, net income $4.7 million, EPS $(0.40) per share.

“Revenue was $15.0 million , as compared to $17.3 million in the prior year period. This decrease from the prior year period was driven by lower construction Design-Build revenue of $1.3 million , and lower professional services revenue of $0.8 million . Gross profit was $1.7 million , or 11% of revenue as compared to $3.2 million , or 19% of revenue in the prior year period. The decrease in gross profit correlates to the decrease in revenue as well as a shift in mix toward lower margin construction design-build revenue. This was further impacted by a project cost revision in the fourth quarter that negatively impacted project profitability. Operating expenses were $6.4 million as compared to $6.2 million in the prior year period, representing an increase of $0.2 million . The increase in operating expenses was primarily due to increased legal expenses. On an annualized basis, the Company expects a year-over-year reduction of more than $8.0 million in operating expenses in 2024 primaril”

urban-gro, Inc. incurred revolving credit of $10,000,000 with Gemini Finance Corp. at monthly rate of one and seventy-five hundredths percent (1.75%) maturing September 12, 2024.

“On December 13, 2023, UG Construction, Inc. d/b/a Emerald Construction Management, Inc. (“ UG Construction ”), a wholly owned subsidiary of urban-gro, Inc. (the “ Company ”), entered into an interest only asset based revolving Loan Agreement (the “ Line of Credit ”) with Gemini Finance Corp. (“ Lender ”) pursuant to which Lender extended to the Company a secured line of credit in an amount not to exceed $10,000,000”

urban-gro, Inc. entered into Line of Credit with Gemini Finance Corp. valued at $10,000,000 (effective 2023-12-13).

“entered into an interest only asset based revolving Loan Agreement (the “ Line of Credit ”) with Gemini Finance Corp. (“ Lender ”) pursuant to which Lender extended to the Company a secured line of credit in an amount not to exceed $10,000,000”

urban-gro, Inc. reported fourth quarter 2023 results: revenue approximately $30 million. Guidance initiated.

“Provides fourth quarter 2023 guidance of approximately $30 million in revenues and breakeven to slightly positive Adjusted EBITDA”

urban-gro, Inc. reported third quarter of 2023 results: revenue $20.9 million, net income Net loss of $3.4 million, EPS GAAP Loss per share of $0.29.

“Revenue of $20.9 million , representing a 69% increase over $12.4 million in the prior year period and a sequential increase of 11% over $18.8 million • Net Loss of $3.4 million, representing an improvement of $5.3 million versus the prior year period and a sequential improvement of $2.1 million • GAAP Loss per share of $0.29”

urban-gro, Inc. reported the first six months of 2023 results: revenue $35.6 million, net income $10.6 million, EPS $0.97 per share.

“Revenue was $35.6 million for the first six months of 2023 compared to $37.3 million in the prior year period, representing a decrease of $1.7 million, or 5%. Net loss was $10.6 million, or $0.97 per share, for the first six months of 2023”

urban-gro, Inc. reported Full Year 2023 results: revenue $90 million to $95 million. Guidance reaffirmed.

“For the 2023 full year, the Company is updating its guidance as follows: Consolidated revenue: $90 million to $95 million Adjusted EBITDA 1 : negative $6 million”

urban-gro, Inc. reported the quarter ended June 30, 2023 results: revenue $18.8 million, net income $5.4 million, EPS $0.50 loss per share. Guidance reaffirmed.

“urban-gro, Inc. Reports Second Quarter 2023 Financial Results • Revenue of $18.8 million, representing a sequential increase of 12% over $16.8 million, and a 16% increase over $16.3 million in the prior year period • Net Loss of $5.4 million”

urban-gro, Inc.: Amendment to bylaws to remove supermajority vote requirement for adopting, amending, or repealing bylaws, replacing with a majority vote threshold (effective 2023-06-21).

“to amend or repeal any provision of Article VI, Article VII, Article IX or Article X of the previous certificate of incorporation and amend Section 8.1 of the Company's bylaws to replace the provision requiring the affirmative vote of the holders of at least sixty-six and two-thirds percent (66 2/3%)”

urban-gro, Inc.: Amended and restated certificate of incorporation to eliminate supermajority voting requirements and add officer exculpation provisions; also reduced authorized capital from 110,000,000 shares to 33,000,000 shares (effective 2023-06-21).

“As described under Item 5.07 of this report, on June 21, 2023, at the Annual Meeting, the Company's stockholders approved an amended and restated certificate of Incorporation (“Amended and Restated COI”) and an amendment to the Company's bylaws (“Bylaw Amendment”).”

urban-gro, Inc. shareholders approved Ratification of Appointment of Independent Registered Public Accounting Firm at the 2023-06-21 meeting.

“Proposal 5. Appointment of Independent Registered Public Accounting Firm The Company's stockholders approved the proposal to ratify the appointment of BF Borgers CPA PC as the Company's independent registered public accountant, to audit the Company's financial books and records for its fiscal year ending December 31, 2023. The proposal passed by a majority vote. The final vote tabulation for that proposal was as follows: For 8,179,773 Against 3,613 Abstain 16,714 Broker Non-Votes —”

urban-gro, Inc. shareholders approved Amendment to the 2021 Stock Incentive Plan at the 2023-06-21 meeting.

“Proposal 4. Amendment to the 2021 Stock Incentive Plan The Company's stockholders approved an amendment to the Company's 2021 Stock Incentive Plan. The proposal passed by a majority vote. The final vote tabulation for that proposal was as follows: For 7,059,630 Against 539,694 Abstain 207,876 Broker Non-Votes 392,900”

urban-gro, Inc. shareholders approved Adopt Limitation of Liability for Officers at the 2023-06-21 meeting.

“Proposal 3. Adopt Limitation of Liability for Officers The Company's stockholders approved the Amended and Restated COI to limit the liability of certain officers in limited circumstances in accordance with new Delaware legislation. The proposal passed by a majority vote. The final vote tabulation for that proposal was as follows: For 7,518,375 Against 218,871 Abstain 69,954 Broker Non-Votes 392,900”

urban-gro, Inc. shareholders approved Elimination of Supermajority Voting Requirements at the 2023-06-21 meeting.

“Proposal 2. Elimination of Supermajority Voting Requirements The Company's stockholders approved the Amended and Restated COI and the Bylaw Amendment to eliminate Supermajority Provisions. The proposal passed by over 2/3rds of the voting power of all of the outstanding shares of capital stock of the Company entitled to vote generally in the election of directors, voting together as a single class. The final vote tabulation for that proposal was as follows: For 7,498,766 Against 132,537 Abstain 175,897 Broker Non-Votes 392,900”

urban-gro, Inc. shareholders approved Election of Directors at the 2023-06-21 meeting.

“Proposal 1. Election of Directors At the Annual Meeting, the Company's stockholders elected all of the incumbent directors that stood for reelection. Each director was elected by a majority vote. The directors elected and the final vote tabulation for each director were as follows: Director For Withhold Broker Non-Votes (1) Bradley J. Nattrass 7,662,020 145,180 392,900 James R. Lowe 7,374,423 432,777 392,900 Lewis O. Wilks 7,378,909 428,291 392,900 Anita Britt 7,379,014 428,186 392,900 David Hsu 7,433,941 373,259 392,900 Sonia Lo 7,434,941 372,259 392,900 (1) Broker non-votes represent proxies that are uninstructed on a proposal and submitted by brokers or other nominees who lack discretionary authority to vote on the proposal absent instructions from the beneficial owner of shares of stock.”

urban-gro, Inc. reported first quarter of 2023 results: revenue $16.8 million, net income $5.1 million, EPS $0.48 loss per share. Guidance reaffirmed.

“Inc. Reports First Quarter 2023 Financial Results and Reiterates Full Year 2023 Guidance • First quarter performance consistent with prior guidance with Revenue of $16.8 million • Net Loss of $5.1 million and negative Adjusted EBITDA 1 of $3.4 million • Record project backlog of $105 million as of March 31, 2023, as compared to backlog at the end of 2022”

urban-gro, Inc. reported fourth quarter and full year ended December 31, 2022 results: revenue $17.3 million, net income $4.2 million, EPS $(0.39) per share. Guidance initiated.

“urban-gro, Inc. Reports Fourth Quarter and Full Year 2022 Financial Results Provides Full Year 2023 Guidance • Fourth Quarter Revenue of $17.3 million, as compared to revenue guidance of approximately $17.0 million • Fourth Quarter Net Loss of $4.2 million and negative Adjusted EBITDA 1 of $1.66 million , as compared to negative Adjusted EBITDA 1 guidance of approximately $1.5 million • 2022 Full Year Revenue of $67.0 million, a 7.9% increase over $62.1 million in the prior year period • 2022 Full Year Net Loss of $15.3 million and negative Adjusted EBITDA 1 of $3.9 million”

Jason 'JT' Archer was appointed as Chief Operating Officer at urban-gro, Inc..

“On January 11, 2023, urban-gro, Inc. (the “Company”) appointed Jason “JT” Archer (“Archer”), age 47, as Chief Operating Officer (“COO”).”

urban-gro, Inc. reported third quarter ended September 30, 2022 results: revenue $12.4 million, net income $8.7 million. Guidance reaffirmed.

“--- EX-99.1 2 ex99-1.htm Exhibit 99.1 urban-gro, Inc. Reports Third Quarter 2022 Financial Results and Signs Record Backlog Entering Fourth Quarter ● Third quarter revenue of $12.4 million, as compared to guidance in the range of $10 to $11 million ● Third quarter net loss of $8.7 million, which includes one-time operating expenses of $4.2 million and a $1.7”

James H. Dennedy resigned as Director at urban-gro, Inc..

“In addition, Mr. Dennedy is resigning from his seat on the Company’s Board of Directors.”

James H. Dennedy resigned as Chief Operating Officer and President at urban-gro, Inc..

“On August 26, 2022, urban-gro, Inc. (the “Company”) announced that James H. Dennedy, the Company’s Chief Operating Officer and President, is resigning effective immediately for personal reasons.”

Sonia Lo was appointed as director at urban-gro, Inc..

“On October 20, 2021, the Board appointed Sonia Lo as a director”