LAFAYETTE, CO / ACCESS Newswire / February 5, 2026 / urban-gro, Inc. (Nasdaq:UGRO) ("urban-gro" or the "Company") announced today that the Company's Board of Directors approved a reverse stock split of one share for every twenty-five (25) shares of common stock. The reverse stock split had been authorized by the Company's stockholders at the annual stockholder meeting held on January 30, 2026. ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________ to _________. Commission File Number: 001-39933 URBAN-GRO, INC. (Exact name of registrant as specified in its charter) | Delaware | | 46-5158469 | | | --- | -- ...

Financial Performance - Revenues for the year ended December 31, 2024, were $40.0 million, a decrease of $29.9 million, or 43%, compared to $69.9 million in 2023[179]. - Gross profit was $2.9 million (7% of revenue) in 2024, compared to $9.9 million (14% of revenue) in 2023, reflecting reduced margins due to losses on certain jobs[182]. - The net loss for the year ended December 31, 2024, was $36.5 million, or a net loss per share of $2.98, compared to a net loss of $25.4 million, or $2.34 per share in 2023[185]. Cost Management - Cost of revenues decreased to $37.1 million in 2024, down $22.9 million, or 38%, from $60.0 million in 2023[181]. - Operating expenses increased by $5.2 million, or 16%, to $38.4 million in 2024, primarily due to a $5.0 million increase in impairment of goodwill and intangibles[183]. Working Capital and Cash Flow - Negative working capital increased to $26.5 million as of December 31, 2024, from negative working capital of $5.1 million in 2023, an increase of $21.4 million[186]. - Cash decreased to $0.8 million as of December 31, 2024, down $0.3 million from $1.1 million in 2023[187]. - Net cash used in operating activities was $2.8 million in 2024, compared to $10.5 million in 2023[190][191]. - Net cash provided by financing activities was $2.7 million in 2024, primarily from additions to notes payable of $8.1 million[194]. - The company entered into a $10.0 million revolving loan agreement to assist with cash management, with $4.4 million borrowed under this line of credit as of December 31, 2024[188].

Adams District CourtSmyrna Ready Mix Concrete LLC dba SRM Concrete v. JE & RO Concrete LLC; Rosalio Mayo Felix; Gumja N. Shadan; Ze Se NhkumMechanic’s lien foreclosure at 21268 E. 63rd Ave. in Aurora due to $1,961 in unpaid concrete.Attorneys: Michael J. Decker and Eric M. Lee, Murphy & Decker P.C.Filed: 12/16/202525cv32042LMREC IV Note Holder Inc. v. 6980 Stuart St. LLCThe plaintiff says it lent $16,300,000 to the defendant and has not been repaid. It seeks to foreclose on The Atrium Apartments, 6980 Stuar ...

Company Performance - MillerKnoll Inc reported quarterly adjusted earnings of 43 cents per share, exceeding the analyst estimate of 41 cents [1] - Quarterly sales reached $955.2 million, surpassing the Street estimate of $943.13 million [1] - The company's shares rose 8.8% to $19.07 in pre-market trading following the earnings report [2] Market Reactions - Other stocks also experienced significant movements in pre-market trading, with Sable Offshore Corp surging 44.5% to $7.63 after federal confirmation of interstate pipeline classification [5] - Micron Technology Inc gained 9.4% to $247.20 after reporting better-than-expected earnings for the first quarter of fiscal 2026 [5] - Conversely, Mega Fortune Co Ltd fell 53.5% to $6.07 after a previous jump of 144% [5]

Company Overview - urban-gro is an early-stage A/E/C (Architecture, Engineering, and Construction Management) company with over 1000 projects completed[9] - The company offers complete Design-Build and à la carte platform capabilities[9] - urban-gro serves multiple sectors including Controlled Environment Agriculture ("CEA"), Light Industrial, Healthcare, and more[9] - The company has four U S offices and one European office[8] Financial Performance - The company is focused on achieving positive Adjusted EBITDA[9, 39] - In FY 2021, CEA revenue was $21.6 million, representing 51% of total revenue[38] - In FY 2022, CEA revenue increased to $44 million, accounting for 96 8% of total revenue[38] - In FY 2023, CEA revenue was $21 4 million, representing 30% of total revenue[38] - For FY 2024 YTD, CEA revenue is $23 million, accounting for 64 5% of total revenue, while Non-CEA revenue is $12 1 million, accounting for 34 3% of total revenue[38] Strategic Focus - The company is focused on brand alignment and unification through corporate sector rebranding[9, 39] - The company sees opportunities in the CEA sector with potential rescheduling of Cannabis and passage of the SAFER Banking Bill[39]

Core Viewpoint - urban-gro, Inc. has appointed Sadler, Gibb & Associates LLC as its independent registered public accounting firm following a thorough evaluation process approved by the Board of Directors and the Audit Committee [1] Company Overview - urban-gro, Inc. is an integrated professional services and Design-Build firm that provides architectural, engineering, and construction management solutions primarily for the Controlled Environment Agriculture (CEA) sector, as well as industrial, healthcare, and other commercial sectors [2] - The company emphasizes innovation, collaboration, and creativity to enhance customer experiences and operates offices across North America and Europe [2]

Core Points - urban-gro, Inc. has appointed Sadler, Gibb & Associates LLC as its independent registered public accounting firm following a thorough evaluation process approved by the Board of Directors and Audit Committee [1] Company Overview - urban-gro, Inc. is an integrated professional services and Design-Build firm that provides architectural, engineering, and construction management solutions primarily for the Controlled Environment Agriculture (CEA) sector, as well as industrial, healthcare, and other commercial sectors [2] - The company emphasizes innovation, collaboration, and creativity to enhance customer experiences and operates offices across North America and Europe [2]

Financial Data and Key Metrics Changes - The company reported revenue of $15.5 million for Q1 2024, representing a sequential improvement of 4% from $15.0 million in Q4 2023, but a 7% decrease from $16.8 million in Q1 2023 [45] - The net loss was $2.1 million, or a negative $0.18 per diluted share, compared to a net loss of $5.1 million, or a negative $0.48 per diluted share in the prior year period [46] - Adjusted EBITDA improved by $2.7 million sequentially to a loss of $0.3 million in Q1 2024, marking a $3.1 million improvement compared to the prior year period [46] Business Line Data and Key Metrics Changes - Equipment Systems revenue decreased by $0.4 million, and services revenue decreased by $0.3 million, reflecting the downturn in the cannabis industry [27] - Gross profit was $3.1 million, or 20% of revenue, in Q1 2024, compared to 11% in Q4 2023 and 17% in the prior year period, driven by improved margins in services and construction design-build revenues [27] Market Data and Key Metrics Changes - Approximately 72% of revenues in Q1 2024 came from commercial sectors, while 28% came from Controlled Environment Agriculture (CEA) [24] - The company’s backlog as of March 31, 2024, was approximately $99 million, reflecting a sequential decrease of 10% [28] Company Strategy and Development Direction - The company is focused on diversifying revenue streams and reducing operating expenses, which has led to positive cash flow from operations and the strongest quarterly adjusted EBITDA results in two years [8][9] - The successful rescheduling of cannabis is seen as a significant catalyst for the industry, potentially leading to increased working capital for operators to reinvest in their businesses [22] Management's Comments on Operating Environment and Future Outlook - Management expressed cautious optimism about the future, indicating that they believe they have turned a corner and are well-positioned to build momentum through the end of the year [33][44] - The company is maintaining its revenue guidance of more than $84 million for 2024, which does not account for recent regulatory developments [42] Other Important Information - Operating expenses were $5.2 million in Q1 2024, a decrease of $1.2 million sequentially and $2.7 million year-over-year, attributed to expense optimization initiatives [13] - The company ended the quarter with $0.7 million in cash and a $2.0 million balance on its line of credit, indicating a stable cash position [28] Q&A Session Summary Question: Are operators engaging more in services due to the potential vote in Florida? - Management noted that there is cautious optimism and increased engagement from operators in Florida, with preparations underway for potential facility build-outs [30][31] Question: Can you provide more cadence on the remaining of 2024? - Management remains cautiously optimistic and believes they have turned a corner, with a strong backlog and reduced break-even levels [33] Question: What is the typical timing for projects in the cannabis industry? - Project timelines can range from nine months to two years, depending on size and location, with proactive involvement potentially shortening these timelines [39] Question: What percentage of the $99 million backlog is cannabis-related? - 76% of the backlog is related to Controlled Environment Agriculture (CEA), while 24% is from commercial sectors [68] Question: How does the rescheduling of cannabis impact future business? - The removal of the 280E tax burden is expected to significantly benefit cannabis operators, leading to increased reinvestment in their businesses [71][72]

[PART I. FINANCIAL INFORMATION](index=5&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) This section provides the unaudited financial statements and management's analysis for the first quarter of 2024 [Financial Statements (Unaudited)](index=5&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) The company reported a reduced net loss of $2.1 million in Q1 2024, driven by improved gross margin and lower operating expenses despite a 7% revenue decline [Unaudited Condensed Consolidated Balance Sheets](index=5&type=section&id=Unaudited%20Condensed%20Consolidated%20Balance%20Sheets) Total assets decreased to $56.1 million and liabilities to $37.5 million as of March 31, 2024, primarily due to changes in accounts receivable and contract liabilities Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | March 31, 2024 | December 31, 2023 | | :--- | :--- | :--- | | **Total Current Assets** | $33,229 | $40,952 | | **Total Assets** | $56,130 | $64,379 | | **Total Current Liabilities** | $35,483 | $42,111 | | **Total Liabilities** | $37,545 | $44,308 | | **Total Stockholders' Equity** | $18,586 | $20,071 | [Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss](index=6&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Loss) Q1 2024 revenues decreased 7% to $15.5 million, but improved gross margin and reduced operating expenses led to a net loss of $2.1 million, down from $5.1 million Q1 2024 vs Q1 2023 Statement of Operations (in thousands) | Metric | Q1 2024 | Q1 2023 | | :--- | :--- | :--- | | **Total Revenues** | $15,543 | $16,765 | | **Gross Profit** | $3,116 | $2,842 | | *Gross Margin* | *20.0%* | *17.0%* | | **Loss from Operations** | $(2,064) | $(5,047) | | **Net Loss** | $(2,142) | $(5,145) | | **Net Loss per Share** | $(0.18) | $(0.48) | [Unaudited Condensed Consolidated Statements of Stockholders' Equity](index=7&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Stockholders'%20Equity) Stockholders' equity decreased to $18.6 million as of March 31, 2024, primarily due to the net loss, partially offset by stock-based compensation - The change in stockholders' equity during Q1 2024 was primarily driven by a **net loss of $2.14 million** and **stock-based compensation of $0.66 million**[18](index=18&type=chunk) [Unaudited Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Operating cash flow turned positive at $0.3 million in Q1 2024, a significant improvement from a $4.3 million use of cash in the prior year Q1 2024 vs Q1 2023 Cash Flow Summary (in thousands) | Cash Flow Activity | Q1 2024 | Q1 2023 | | :--- | :--- | :--- | | **Net cash provided by (used in) operating activities** | $329 | $(4,273) | | **Net cash provided by (used in) investing activities** | $8 | $(134) | | **Net cash used in financing activities** | $(758) | $(274) | | **Net change in cash** | $(420) | $(4,681) | | **Cash at end of period** | $693 | $7,327 | [Notes to Unaudited Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) Notes detail accounting policies, revenue recognition, debt facilities, and significant customer concentration, with the Commercial sector contributing 72% of Q1 2024 revenue - The company operates as an integrated professional services and design-build firm in the **Controlled Environment Agriculture (CEA)** and other commercial sectors[20](index=20&type=chunk) - In Q1 2024, the **Commercial sector contributed 72% ($11.1 million)** of total revenue, with the **CEA sector contributing 28% ($4.4 million)**[35](index=35&type=chunk) - One customer accounted for **42% of total revenues** for the three months ended March 31, 2024[69](index=69&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=26&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management attributes the 7% revenue decline to CEA market conditions, while improved gross margin and a 34% reduction in operating expenses significantly narrowed the net loss, with backlog decreasing to $99 million Q1 2024 vs Q1 2023 Key Metrics | Metric | Q1 2024 | Q1 2023 | | :--- | :--- | :--- | | Revenues | $15.5 million | $16.8 million | | Gross Profit | $3.1 million | $2.8 million | | Gross Margin | 20% | 17% | | Operating Expenses | $5.2 million | $7.9 million | | Net Loss | $2.1 million | $5.1 million | - The decrease in operating expenses was primarily due to a **$2.8 million reduction in general and administrative costs**, including the elimination of an incentive retention plan[89](index=89&type=chunk) - Total backlog was **$99 million** as of March 31, 2024, a decrease from **$110 million** at year-end 2023, with construction design-build projects comprising **94%**[95](index=95&type=chunk)[96](index=96&type=chunk) - As of March 31, 2024, the company had **negative working capital of $2.3 million** and had drawn **$2.0 million** from its **$10.0 million line of credit**[100](index=100&type=chunk)[101](index=101&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=30&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, the registrant is not required to provide quantitative and qualitative disclosures about market risk - As a smaller reporting company, the registrant is not required to provide information for this item[105](index=105&type=chunk) [Controls and Procedures](index=30&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of March 31, 2024, with no material changes in internal control over financial reporting - The CEO and CFO concluded that the company's disclosure controls and procedures were **effective** as of March 31, 2024[108](index=108&type=chunk) - No material changes in internal control over financial reporting occurred during the quarter[110](index=110&type=chunk) [PART II. OTHER INFORMATION](index=31&type=section&id=PART%20II.%20OTHER%20INFORMATION) This section provides updates on legal proceedings, risk factors, equity sales, and other miscellaneous information [Legal Proceedings](index=31&type=section&id=Item%201.%20Legal%20Proceedings) No new material legal proceedings were initiated or terminated, nor were there material developments in ongoing proceedings during Q1 2024 - No new material legal proceedings were initiated or terminated during the period, and there were no material developments in ongoing proceedings[113](index=113&type=chunk) [Risk Factors](index=31&type=section&id=Item%201A.%20Risk%20Factors) No material changes to risk factors were reported from those disclosed in the Annual Report on Form 10-K for fiscal year 2023 - There have been no material changes from the risk factors previously disclosed in the Annual Report on Form 10-K for the fiscal year ended December 31, 2023[114](index=114&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=31&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company did not repurchase any of its equity securities during the first quarter of 2024 - The company did not repurchase any of its equity securities during the period covered by the report[116](index=116&type=chunk) [Defaults Upon Senior Securities](index=31&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) No defaults upon senior securities were reported - None[117](index=117&type=chunk) [Mine Safety Disclosures](index=31&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company's operations - Not Applicable[118](index=118&type=chunk) [Other Information](index=31&type=section&id=Item%205.%20Other%20Information) No other material information was reported - None[119](index=119&type=chunk) [Exhibits](index=32&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Form 10-Q, including CEO and CFO certifications and Inline XBRL documents - Exhibits filed include **CEO and CFO certifications** under Sarbanes-Oxley Sections 302 and 906, and various **Inline XBRL documents**[121](index=121&type=chunk)