Good day, ladies and gentlemen, and thank you for standing by. Welcome to the Hydrofarm Holdings Group's First Quarter 2022 Earnings Conference Call. [Operator Instructions] Please note that this conference is being recorded today, May 10th, 2022. I'd now like to turn the conference over to Mr. Fitzhugh Taylor, Managing Director at ICR to begin.

Thank you, Claudia, and good afternoon. With me on today's call is Bill Toler, Hydrofarm's Chairman and Chief Executive Officer; and John Lindeman, the company's Chief Financial Officer. By now everyone should have access to our first quarter 2022 earnings release and Form 8-K issued today after market close. These documents are available on the Investors section of Hydrofarm's website at www.hydrofarm.com. Before we begin our formal remarks, please note that our discussions today will include forward-looking statements. These forward-looking statements are not guarantees of future performance and therefore you should not put undue reliance on them. These statements are also subject to numerous risks and uncertainties that could cause actual results to differ materially from our current expectations. We refer all of you to our recent SEC filings for more detailed discussion of the risk that can impact our future operating results and financial condition. Lastly, during today's call we will discuss non-GAAP measures which we believe can be useful in evaluating our performance. The presentation of this additional information should not be considered in isolation or as a substitute for results prepared in accordance with GAAP and reconciliations to comparable GAAP measures are available in our earnings release. With that, I would like to turn the call over to Bill Toler. Bill?

Thank you, Fitzhugh, and good afternoon, everyone. Since our IPO in December of 2020, we worked hard to strengthen our business and lay a foundation for long-term success. We've completed 5 acquisitions that have reshaped our product portfolio with a focus on higher-margin consumables, increasing both our proprietary and preferred brands. We have also expanded our distribution and manufacturing footprint by over 70% and completed 3 financings to further solidify our balance sheet. We have added new skills to our management team here at Hydrofarm as well. With a long history of consistent growth, combined with the strong tailwinds of the CEA hydroponic growth, we believe our optimism is grounded. However, while optimistic about the future of our business and our long-term potential, recent volume trends across the industry have been impacted by the external environment due to the agriculture oversupply that has hampered cannabis growing activity across the U.S. and Canada. Our sales in Q1 are essentially flat compared to last year's first quarter, supported largely by our M&A volume. With that in mind, we believe it's prudent to adjust our outlook for 2022, which John will discuss in further detail in a moment. Nevertheless, besides these transient challenges, we should not lose sight of the fact that end consumption of cannabis continues to grow. The best proxy we have for this is dispensary unit volume data measured by Headset, which is showing increasing volume, both sequentially and year over year. This end-use consumption is leveling out cannabis inventories which should help the hydroponic industry return to a more normalized growth. During this challenging time, we are working to control the controllables by taking additional actions to control cost, increase prices, and protect our business. These include price increases, passing on fuel surcharges, passing on higher freight costs. We…

Thanks, Bill, and good afternoon, everyone. Net sales for the first quarter held steady at $111.4 million compared to the prior year period. Our 2021 acquisitions added 34.6% to our top line in the first quarter of 2022 relative to the prior year period. But this M&A growth was offset by a 34.6% decline in organic sales due to softness we experienced in several U.S. states and in Canada. In the U.S., California remained challenged, but we also experienced softness during the quarter in several of the historically larger state markets. Though not yet sizable enough to offset these historically larger states, we experienced year-over-year organic growth in Q1 in several other states and regions. For example, in the southeastern U.S., states such as Mississippi, Louisiana, and Florida, each experienced double-digit or more year-over-year organic growth in Q1. Similarly, several other states, most notably Virginia and New Jersey, experienced significant growth in the quarter. In Q1, we also realized a 2.2% price/mix benefit, which is consistent with our intention to pass through higher costs and consistent with our own internal expectations for the quarter. Gross profit during the fourth quarter decreased to $16.6 million as compared to $23.2 million in the year ago period. During the first quarter, we incurred $3.9 million in acquisition-related expenses. We also experienced a significant year-over-year increase in depreciation and amortization expense, largely due to purchase accounting and the stepped-up asset values that resulted from our 2021 acquisitions. And so for comparability purposes, we included in the press release the calculation of adjusted gross profit, which excludes these items. On this basis, adjusted gross profit was $22.3 million, or 20% of net sales in the first quarter, down slightly from $23.4 million or 21% of net sales last year. And though we did not adjust…

[Operator Instructions] The first question comes from Andrew Carter from Stifel.

First question I wanted to ask, you've taken the inventory impairment about $3 million. First part of that is, as you review the categories, how much more could there be, i.e., how much of the inventory right now is in deflation? I would assume lighting is. And then a separate part of that question is, I think your purchases, I did my math here quickly, were still up. Do you think you'll be able to generate free cash flow this year working through inventory?

Yes. For sure, our inventory levels remained pretty strong. The $3.2 million inventory reserve primarily relates to select lighting SKUs, particularly in the high-pressure sodium area. I would note we did not write those down to 0, but rather to a level we think allows us to move those products efficiently. We'll continue to keep a watchful eye. But at this point, we think what we did is what's warranted. And with respect to, I think, your question on free cash flow, yes, I think with our CapEx assumptions, working capital assumptions, and assuming we continue to progress towards the guidance we just outlined, we do expect to generate free cash flow this year.

And then the second question is, you mentioned the pricing and it was 2%. It's hard to kind of read on mix. Are you getting incremental pricing through? And I'm not sure in this environment, when volume is down 30%, you can tell or not. Do you get any pushback or see any risk, in particular, I'm asking about the promotional environment that you're seeing out there?

Yes. The pricing is primarily on a list price basis. Promotional activity hasn't materially changed across the categories, as you suggested, with volumes down and retail traffic down, the effectiveness of promotions [bad as it would be] if you were getting more people in the stores and more people buy. So you haven't really seen a whole lot more investment on that side of it. I think individual distributors and brand owners may have certain categories they're promoting. John mentioned earlier that we're working to move through the HPS double-ended lighting that we're working against under our Phantom brand. But we haven't seen it go over the top on promotion. The pricing isn't primarily on list pricing. We've also put in place fuel surcharge and also increased freight requirements for our customers to buy, again, helping solidify the cost that we're seeing.

The next question comes from Peter Grom from UBS.

So just a couple of questions. Maybe first, and I don't mean to be [indiscernible] here, but I guess I'm just trying to understand what happened this quarter. You reported in early March in the commentary was that sales are going to be down, a little bit worse than 1Q on an organic basis, and essentially more than doubled that decline. And I totally understand the category has been challenged, but you more than doubled the decline that you were expecting even though you had 2 months in the rear-view here. So I'm just trying to understand the visibility you have in your business when we think about your guidance, particularly as we look out to the balance of the year.

Yes, I think it's fair to say that visibility in the category has been difficult for everybody, right? We're certainly in that group that struggles to see where the demand is coming and when it's coming forward. We did have some open thought that as we got into the spring months, March -- I think it's 40% of the first quarter that March would be that turn back to the positive, and actually it went the other way. It was a weaker time than we had hoped. So yes, it was a disappointing [outlook]. We didn't give a specific number when we gave that call out in March. We just said it was going to be worse than it was in Q4, and it turned out to be a good bit worse as we are reporting now. So the visibility is clearly a challenge. We're all working through that. We're all trying to get better looks and views into it, but there's not a lot of magic, not a lot of third-party data that gets us there. We're just trying to plan out and see what business we can and work through it to get the best outcomes we can. But I certainly understand your question, Peter.

No. Okay. That's helpful. And then you mentioned recent sales trends as part of the reason as to why the lower guidance as much as you did. So maybe you could just speak to what you're seeing through April and May and how we should think about sales on an organic basis in 2Q? And then maybe just layering on that, I guess, as you look at some of your peers, right, I totally understand the visibility has been a challenge for everybody. But the level of negative revision from a revenue perspective is far greater at this point. And so are you simply being conservative? Or are you prudent? Do you feel like this is what you should and we should expect to achieve? Just trying to understand the underlying assumptions here and your comfort in hitting this revised target.

Yes. Back to your first part of that question, we have not seen much -- we haven't seen any improvement in April. May is too early to tell, obviously. April did not show us a whole lot, and that's certainly influenced how we called down the whole year because we haven't seen that spring return that we had hoped for. And so that's where we are. That's the part of it. You see other people -- I think our largest competitor hasn't really provided their revised look. GrowGen just came out a few minutes ago. I glanced at it quickly and that was a pretty significant call down. Their same-store sales decline is similar to what our organic number was in Q1. So we track along with that. And that's where we see it. But we haven't seen it turn. That's why we went ahead and called it down. And obviously, we give you the numbers the best we can that we think we can achieve. We're not trying to be heroes or to sandbag or to calling down multiple times, but we give you the numbers that we can forecast, and that's what we're seeing.

Okay. So just -- if we were to hold the current rate that you're seeing during the balance of the year, would that get you to what you're outlining in terms of revenue and EBITDA? Or is it -- do you think that -- I'm just trying to understand because last quarter you' were saying in March you're hoping --

The category -- I'm sorry, go ahead, Peter.

No, that's it. I just want to make sure that's what I was trying to understand, is it assuming that the current state of the category holds and that just as the comparisons get easier in the back half of the year that that's when you would get to organic growth? Or does it embed that the category shows some signs of life here in the coming months?

Yes. We are expecting it to show some strength in Q4 versus perhaps earlier we had thought maybe late Q2 or early Q3. And there is seasonality in the business, as you well know. The last 6 months have been the roughest from a seasonality standpoint. Q2 and Q3 should be the stronger ones. We'll see how that plays through as we go through the year. And yes, the easier comps in the back half to give us more confidence that we should be able to track with better outcomes.

Okay. Great. Well, best of luck, and I'll pass it on.

[Operator Instructions] The next question comes from Andrea Teixeira from JPMorgan.

So if we can just think about like what is embedded in your guide going forward in terms of pricing, or it's just the pricing that you've put through so far, you parsed out some of the impacts, right? Fuel surcharge and some of the minimum freight costs and all of that. But I was thinking of also the mix impact from having lighting and all of these puts and takes. And then when you think about all that's happening to the industry, and I think you just discussed your cash flow not -- still being able to generate cash. But I was wondering if you're seeing -- you're having to be more selective of your customers as well, maybe potentially some account receivable issues ahead given that it's taking longer than anticipated to see demand coming back? Or you're clear there in terms of that part of the equation? And just to get a little bit of the -- what's happening given that everybody else in the industry has been impacted, how you're seeing pricing and rationality in the marketplace?

Yes, Andrea, a lot of good questions there. So let's just start at the top on the pricing question. So we had 2.2% pricing/mix benefit in the quarter. I think we had mentioned last time, but it's good to revisit here that we took several pricing actions in the first quarter. First quarter did not reflect the full quarter of those pricing actions. We didn't get a full benefit in the quarter. We also put in place at the very end of the first quarter some new freight initiatives, which include fuel surcharges or rather freight surcharges and some changes to freight minimums, all of which are beneficial and helpful to our pricing mechanism or rather net price realization overall. We are expecting to take additional actions in Q2 on pricing. And as we plan and model across the course of the year, we do expect our pricing realization to build over the course of the year as we begin to gather the full year benefit of the pricing actions we've taken both in Q1 and expect to take in Q2. The other thing that will happen for us that will have an impact on price realization is just as our -- as the acquisitions we did in 2021 worked their way into the 13th month and then begin to fall into our organic sales, we did take pricing actions on some of the M&A companies or companies we acquired as well. And right now, that is not showing through our net price realization as we report it because they're all in the M&A growth bucket, if you will. So that will benefit the pricing build for us. From a cash flow perspective --

Oh, sorry.

Go ahead.

No, I was just trying to round up your commentary on the pricing. So when you think about all-in, from the 2%, would you get into like a mid-single or is that aspirational?

Yes. No, we still think that we're -- we wind up across the course of the year the mid-single.

By, call it, end of the second quarter, I'm assuming.

I don't know that we've called it by the end of the second quarter. If you mean for the first 6 months of the year, I'm not sure that that would entirely -- because expected to be a little bit more weighting to the back half as these pricing initiatives begin to gather steam and stack on top of each other. And again, a lot of the acquisitions we did were really in the last 7, 8 months of last year when we pick up the pricing action benefits inside of those companies as they roll into organic. So again, it weighs a little bit more to the back half.

Okay. And then on the cash flow side and accounts receivable, anything we should be aware of?

We haven't really seen a lot of pressure there yet. Look, we obviously have our antenna up and remain cautious, but so far, so good on that front really.

Okay. I'll pass it on.

The next question comes from Bill Chappell from Truist Securities.

Just trying to understand, I guess, the composition or -- if I think about it, is it more durables and lighting? Or is it industry-wide? And the reason I ask that is it seems like there's partially a problem in terms of there's a lot of cannabis. But now with your competitor building throughout and you maybe building throughout the past 6, 9 months, there is a glut of lighting or hardgoods or durables. And I'm trying to understand if that's something that is now factored into your outlook of with this glut, there's going to be some pricing pressure. And as people try to move these, and it takes quite a while, and so just trying to understand if that's the bigger issue or if it's still more just the cannabis agricultural side?

Yes. It's clearly still more on the cannabis agricultural side, but durables are down a few hundred basis points more than consumables for us. I can't speak to anybody else. But I know for us, if you break it apart, durables are down more. And that one is primarily targeted around the high-pressure sodium, double-ended lights, the Phantom lights, which have been the historical way we go to market and the way the industry has gone to market. That's -- now shifting very quickly to LEDs. We compete effectively in LEDs, but the high-pressure sodium segment is dropping faster than LEDs are picking up, at least for us. And so we have some pressure on inventory there. That's why we took the write-down that we did in Q1 to get that down to a promotional level that we think will move the products through. But overall, I still think the umbrella here is the agricultural supply. You see that in other retailers' numbers, and you see that in a lot of different places that retail traffic is down, [growing] overall, it's down. But we all can't forget that if you use Headset dispensary data, then people are still buying more cannabis through the dispensaries than they were last quarter, than they were a year ago, which suggests that consumption is still growing, and eventually, that's going to balance out inventory and get demand and inventory and growing back in balance, and you'll see growth return to the category.

Okay. And in terms of just the new states -- you talked about some positive reads in New Jersey, Virginia. Are those still on the same path, maybe more meaningful in the second half of this year and early into next year? Is there any pull forward or any delay that you see out of those states and contribution to the industry?

Yes. All of them have been slower than we had hoped, right? Remember, many of these passed in the '16 and '18 elections, and some are not even implemented yet. And you look at New York, which is still getting sea legs and New Jersey just opened up last week and Virginia still -- I think they moved from '24 to '23. But a lot of them have been slower than we would hope. What we're seeing broadly in the MSO world and our commercial world is nobody is canceling, but we are seeing delays. And I think you see that from a lot of people on the durable side that they're getting delayed orders or people are pushing off projects and waiting for the industry to normalize a little bit. And I think that's cast an overall shadow on everything that's going on.

Got it. Thanks for the color.

At this time, there are no further questions. I'd like to turn the call back to Mr. Bill Toler for closing comments. Thank you, sir.

Thank you, folks. We appreciate your interest and support of Hydrofarm and look forward to updating you about the business down the road. Thank you so much.

This concludes today's conference. You may now disconnect your lines at this time. Thank you very much for your participation.