Financial Performance - For the three months ended June 30, 2025, the company generated revenues of $7.76 million, a decrease of approximately 57% compared to $17.9 million in the same period of 2024[115] - Cost of revenues for the same period was $7.7 million, down approximately 50% from $15.5 million in 2024, resulting in a gross profit of $0.04 million, or approximately 0.01% of revenues[115] - Operating expenses increased by approximately 18% to $6.0 million for the three months ended June 30, 2025, compared to $5.1 million in 2024[116] - For the six months ended June 30, 2025, revenues were $17.3 million, a decrease of approximately 48% from $33.3 million in 2024[118] - Gross profit for the six months ended June 30, 2025, was $0.6 million, approximately 4% of revenues, down from $5.4 million, or approximately 16% of revenues in 2024[121] Working Capital and Cash Position - As of June 30, 2025, the company had negative working capital of $36.2 million, an increase of $9.7 million from negative working capital of $26.5 million as of December 31, 2024[124] - Cash decreased to $0.7 million as of June 30, 2025, down $0.1 million from December 31, 2024[125] - Net cash provided by operating activities was $2.6 million, despite a net loss of $10.2 million, due to non-cash expenses and changes in operating assets and liabilities[128] Legal and Settlement Agreements - The company entered into a settlement agreement with Gemini Finance Corp., agreeing to issue shares that would result in net proceeds equal to a claim amount of $1,486,189[144] - Grow Hill, LLC extended a secured loan of $2,100,000 with a $100,000 origination fee, secured by certain assets of the company[145] - Grow Hill filed a lawsuit alleging breach of contract and fraud, claiming default on the Secured Promissory Note, with a default fee of 1% on the outstanding principal[146] - A Settlement Agreement with J Brrothers LLC involved a promissory note of $395,556 and the issuance of 150,000 unregistered shares, with a 12% annual interest rate and a maturity date of March 18, 2026[147] - The company sold 2WR of Georgia, Inc. and certain assets for a purchase price of $2.0 million, offset by a previous deposit of $500,000[148] - Ongoing litigation with MJ's Market, Inc. includes claims for breach of contract and trademark infringement against the corporation[149] Risk Factors and Securities - No material changes to risk factors have been disclosed since the last annual report[150] - The company did not repurchase any registered equity securities during the reporting period[152]

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].

Group 1 - Smyrna Ready Mix Concrete LLC is pursuing a mechanic's lien foreclosure for $1,961 in unpaid concrete from JE & RO Concrete LLC [2] - LMREC IV Note Holder Inc. is seeking to foreclose on The Atrium Apartments due to a loan of $16,300,000 that has not been repaid [2] - 4 Seasons Holdings LLC claims it is owed $175,000 for property management services from the Condominium Association of Whispering Pines [3] Group 2 - Denver Premium Outlets LLC is pursuing $702,207 in unpaid rent from a spa store that leased space at its location [3] - Builders Warehouse Inc. alleges it is owed $466,656 for construction materials from Red Rock Construction & Landscaping LLC [6] - Elliott Equipment Co. Inc. claims it paid $326,000 for a steel building, alleging the defendants stole that money [8] Group 3 - The plaintiffs in multiple cases are accusing insurance companies of insufficient payments for damages caused by hailstorms and wildfires [5][9][12] - Several lawsuits involve mechanic's lien foreclosures due to unpaid work, including amounts of $20,504 and $30,000 for construction services [22][23] - The Colorado Department of Labor and Employment has fined various companies for wage and workers' compensation violations, including $24,285 and $5,095 respectively [15][21]

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]