FORM 10-K (Mark one) Commission File Number: 001-39933 URBAN-GRO, INC. (Exact name of registrant as specified in its charter) U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Delaware 46-5158469 (State or other jurisdiction of incorporation or organization) 1751 Panorama Point Unit G Lafayette, CO 80026 (720) 390-3880 (Address of principal executive office) (Zip Code) (Registrant's telephone number, Including area code) Securities registered pursuant to Section 12(b) of the Act: | Title of eac ...

Financial Data and Key Metrics Changes - The company achieved quarterly revenue of $18.3 million, representing a growth of 119% compared to the prior year period [11][25] - Positive adjusted EBITDA of approximately $1 million was generated, marking an increase from $300,000 in the prior year period [11][27] - Net income improved to $100,000 from a net loss of $700,000 in the prior year period [27] - The total backlog as of September 30, 2021, was $22.5 million, with equipment backlog at $18.6 million and services backlog at $3.9 million [29] Business Line Data and Key Metrics Changes - Equipment systems revenue increased by $9.1 million, while services revenue rose by $1 million, primarily due to the acquisition of the 2WR entities [25][26] - Gross profit was $4.3 million, or 23% of revenue, compared to $1.7 million, or 20% of revenue, in the prior year period [26] Market Data and Key Metrics Changes - The company is expanding its presence in both the cannabis and food-focused vertical farming markets, with significant progress in the EMEA region [14][19] - Multiple contracts have been entered into in the Netherlands, Portugal, and Macedonia, indicating a strong pipeline for future growth [19] Company Strategy and Development Direction - The company aims to be the leading provider of turnkey indoor high-performance cultivation facilities in the global controlled environment agriculture market [23] - A focus on building out managed services offerings, branded as gro-care, is emphasized as a recurring revenue model [13] - The recent acquisition of 2WR is expected to enhance service offerings and create cross-selling opportunities [12][23] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the European market for cannabis, likening it to the U.S. market five years ago, with strong demand for expertise and systems [39] - The company is raising its full-year 2021 revenue guidance to greater than $60 million and EBITDA guidance to exceed $2.5 million due to strong year-to-date performance [22] Other Important Information - The company has a cash position of over $40 million with no debt, providing flexibility for growth strategies and potential M&A targets [31] - A legal action has been initiated against a bank to recover $5.1 million related to a fraud incident [31][32] Q&A Session Summary Question: Can you help to contextualize the European opportunity? - Management views the European cannabis market as a significant opportunity, similar to the U.S. market five years ago, with strong demand for expertise and systems [39] Question: How do you think about the leads when new states come online in the U.S.? - The company is seeing strong demand and is engaging with clients earlier in the process, which translates to increased service and equipment solutions [44][46] Question: Can you walk through the expected timing of the Urban Health Farms partnership? - Each facility will have its own statement of work, with completion expected to take between nine to fifteen months depending on size and potential delays [54] Question: How should we think about your capacity to service deals? - The company is aggressively hiring architects and engineers while also considering M&A initiatives to maintain capacity for servicing deals [57][58] Question: Are you seeing any tailwinds from economies opening up post-COVID? - Management noted that while the U.S. market has seen momentum, the European market is still developing, but they are positioned to grow aggressively regardless of COVID's impact [86]

urban-gro, Inc. (Exact name of registrant as specified in its charter) For the quarterly period ended September 30, 2021 ☐ 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 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 (State or other jurisdiction of incorpo ...

urban-gro, Inc. (NASDAQ:UGRO) Q2 2021 Results Earnings Conference Call August 11, 2021 4:15 PM ET Company Participants Bradley Nattrass - Co-Founder, Chairman and Chief Executive Officer Dick Akright - Chief Financial Officer Conference Call Participants Gerry Sweeney - ROTH Capital Partners Eric Des Lauriers - Craig-Hallum Operator Hello and welcome to the urban-gro 2021 Second Quarter Earnings Conference Call. [Operator Instructions] Note that this conference call is being recorded at the company’s reques ...

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 June 30, 2021 ☐ 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: 000-52898 urban-gro, Inc. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporatio ...

Financial Data and Key Metrics Changes - Total revenue reached a record $12 million in Q1 2021, up 182% from $4.3 million in Q1 2020, and compared to $9.2 million and $8.4 million in Q4 and Q3 2020 respectively [14] - Positive income from operations of $153,000 was reported for the first time, compared to a loss of $1.4 million in Q1 2020 [15] - Adjusted EBITDA was $0.5 million, an improvement of $1.4 million from a loss of $0.9 million in the same period last year [16] - Backlog at the end of Q1 was a record $15.2 million, up from $14.6 million at the end of 2020 [17] - Net loss for Q1 2021 was $1.6 million, slightly improved from a net loss of $1.7 million in Q1 2020 [18] - Cash as of March 31, 2021, stood at $50 million with only $1 million of low-interest debt remaining [19] Business Line Data and Key Metrics Changes - The company is expanding its services offerings, particularly through its managed services platform branded as gro-care, which is expected to drive strong demand [10] - The development of a turnkey facility offering is in progress, aiming to deliver operation-ready high-performance facilities [11] Market Data and Key Metrics Changes - The company is successfully expanding its reach within the food-focused vertical farming market while continuing to capture market share in the global cannabis market [9] - Two commercial agent representation agreements were signed in Q1 for expansion into Europe, indicating growth opportunities in that region [11] Company Strategy and Development Direction - The company is focused on three growth initiatives: expanding service offerings, launching turnkey facilities, and expanding global reach [10] - The strategy includes targeting accretive, synergistic acquisitions to enhance service offerings and market access [32] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the company's momentum and ability to capitalize on opportunities in both cannabis and food markets [48] - The elimination of non-recurring non-operating expenses is expected to positively impact future net income results [18] Other Important Information - The company has achieved three consecutive quarters of positive operating cash flow [21] - The focus remains on increasing higher-margin components of revenue and reducing operating expenses as a percentage of revenue [20] Q&A Session Summary Question: Understanding the backlog increase - Management clarified that the backlog of $15.2 million consists of signed contracts yet to be recognized as revenue, with expectations to work through the majority within six months [24][26] Question: Acquisition strategy and market pricing - The company is looking for synergistic, cash flow positive acquisitions to enhance service offerings and market access, with favorable pricing conditions currently observed [31] Question: Gross margin volatility and future expectations - Management indicated that while gross margins may fluctuate based on equipment sales, they expect to stabilize and improve with increased service revenue [35] Question: Correlation between services revenue and equipment sales - Management noted that as equipment sales increase, there is a corresponding opportunity for services revenue, emphasizing the importance of maintaining client relationships [38] Question: Strategies to reduce net loss and grow revenues - The focus is on increasing revenue and associated gross margins while maintaining or reducing operating expenses to eliminate net loss [46]

PART I. FINANCIAL INFORMATION [Financial Statements (Unaudited)](index=5&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) Unaudited Q1 2021 financials show total assets surged to **$58.0 million** and revenue grew **182%**, driven by a recent equity offering that also turned shareholders' equity positive [Unaudited Condensed Consolidated Balance Sheets](index=5&type=section&id=Unaudited%20Condensed%20Consolidated%20Balance%20Sheets) The March 31, 2021 balance sheet shows total assets surged to **$58.0 million** and shareholders' equity turned positive to **$48.6 million**, driven by an equity offering Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | March 31, 2021 | December 31, 2020 | Change | | :--- | :--- | :--- | :--- | | **Assets** | | | | | Cash and cash equivalents | $49,923 | $184 | +$49,739 | | Total current assets | $55,169 | $5,245 | +$49,924 | | **Total assets** | **$58,028** | **$8,161** | **+$49,867** | | **Liabilities & Equity** | | | | | Total current liabilities | $9,453 | $14,546 | -$5,093 | | **Total liabilities** | **$9,453** | **$15,567** | **-$6,114** | | **Total shareholders' equity (deficit)** | **$48,575** | **($7,406)** | **+$55,981** | [Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)](index=6&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Income%20(Loss)) Q1 2021 total revenue surged **182%** to **$12.0 million** from equipment sales, but the company reported a net loss of **$1.6 million** due to non-operating expenses Q1 2021 vs Q1 2020 Statement of Operations (in thousands) | Metric | Q1 2021 | Q1 2020 | Change | | :--- | :--- | :--- | :--- | | **Total Revenue** | **$12,034** | **$4,261** | **+182%** | | Equipment systems | $11,345 | $3,307 | +243% | | Gross Profit | $2,641 | $1,113 | +137% | | *Gross Margin* | *21.9%* | *26.1%* | *-4.2 pts* | | Income (loss) from operations | $153 | ($1,415) | +$1,568 | | **Net Loss** | **($1,589)** | **($1,696)** | **+$107** | | **Net Loss Per Share** | **($0.20)** | **($0.36)** | **+$0.16** | [Unaudited Condensed Consolidated Statements of Shareholders' Equity (Deficit)](index=7&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Shareholders'%20Equity%20(Deficit)) Shareholders' equity dramatically improved from a **$7.4 million** deficit to a positive **$48.6 million** in Q1 2021, driven by a **$57.7 million** stock offering - Net proceeds from a stock offering were **$57.7 million**, after deducting offering costs of **$4.4 million**[20](index=20&type=chunk) - The company repurchased common stock for **$3.0 million** during the quarter[20](index=20&type=chunk) - Bridge financing notes were converted into **254,425 shares** of common stock, adding **$1.9 million** to equity[20](index=20&type=chunk) [Unaudited Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Q1 2021 cash increased by **$49.7 million** to **$49.9 million**, primarily from **$49.4 million** in net financing cash, including **$58.2 million** from a stock issuance Q1 2021 vs Q1 2020 Cash Flow Summary (in thousands) | Cash Flow Activity | Q1 2021 | Q1 2020 | | :--- | :--- | :--- | | Net Cash Provided By (Used In) Operating Activities | $298 | ($1,867) | | Net Cash Used In Investing Activities | $0 | ($47) | | Net Cash Provided by Financing Activities | $49,440 | $2,034 | | **Net Increase in Cash** | **$49,738** | **$121** | | **Cash at End of Period** | **$49,923** | **$570** | - Financing activities were dominated by **$58.2 million** in net proceeds from the issuance of common stock[22](index=22&type=chunk) - The company used cash from financing to repay **$5.8 million** in notes payable and repurchase **$3.0 million** of common stock[22](index=22&type=chunk) [Notes to Unaudited Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) Notes detail the company's indoor horticulture engineering business, highlighting a **$62.1 million** equity offering that enabled debt repayment and noting customer concentration risk - The company is an engineering and design services company for the controlled environment agriculture (CEA) market, creating high-performance indoor cultivation facilities[23](index=23&type=chunk) - On February 17, 2021, the company completed an offering of **6,210,000 shares** at **$10.00 per share** for gross proceeds of **$62.1 million** and listed on the Nasdaq Capital Market under the symbol "UGRO"[60](index=60&type=chunk) - On February 17, 2021, the company repaid all outstanding amounts under its Credit Agreement and expensed the remaining unamortized debt issuance costs as a loss on extinguishment of debt[49](index=49&type=chunk) - In Q1 2021, one client represented **31% of total revenue**. At March 31, 2021, two clients represented **18%** and **16%** of total accounts receivable[51](index=51&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=18&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management attributes **182%** Q1 2021 revenue growth to equipment sales, despite a gross margin decrease, with liquidity bolstered by a **$58.2 million** equity offering Q1 2021 vs Q1 2020 Key Operational Results (in millions) | Metric | Q1 2021 | Q1 2020 | Change | | :--- | :--- | :--- | :--- | | Revenues | $12.0 | $4.2 | +$7.8 (+182%) | | Gross Profit | $2.6 | $1.1 | +$1.5 (+137%) | | Net Loss | ($1.6) | ($1.7) | +$0.1 | | Adjusted EBITDA | $0.5 | ($0.9) | +$1.4 | - The increase in revenue was primarily due to an **$8.0 million** increase in cultivation equipment sales[71](index=71&type=chunk) - Gross profit as a percentage of revenue decreased from **26% to 22%** due to a revenue mix shift favoring equipment systems over higher-margin services and consumables[73](index=73&type=chunk) - The company's cash position increased by **$49.7 million**, primarily from net proceeds of **$58.2 million** from its February 2021 equity offering, offset by **$5.8 million** in debt repayment and **$3.0 million** in treasury stock purchases[80](index=80&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=22&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company is a smaller reporting company and, as such, is not required to provide the information requested under this item - As a smaller reporting company, urban-gro, Inc. is not required to provide disclosures about market risk[87](index=87&type=chunk) [Controls and Procedures](index=22&type=section&id=Item%204.%20Controls%20and%20Procedures) Management, including the CEO and CFO, evaluated the company's disclosure controls and procedures and concluded they were effective as of March 31, 2021 - Based on an evaluation, the CEO and CFO concluded that the company's disclosure controls and procedures were effective as of March 31, 2021[90](index=90&type=chunk) - No changes in internal control over financial reporting occurred during the first quarter of 2021 that have materially affected, or are reasonably likely to materially affect, internal controls[92](index=92&type=chunk) PART II. OTHER INFORMATION [Legal Proceedings](index=23&type=section&id=Item%201.%20Legal%20Proceedings) According to management's knowledge, there are no material legal claims that have been brought against the company, nor have any been threatened - There are no material claims brought against the company or threatened[94](index=94&type=chunk) [Risk Factors](index=23&type=section&id=Item%201A.%20Risk%20Factors) The company is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is therefore not required to provide the information under this item - As a smaller reporting company, urban-gro, Inc. is not required to provide risk factor disclosures in its Form 10-Q[95](index=95&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=23&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reported no unregistered sales of equity securities during the period - None[96](index=96&type=chunk) [Defaults Upon Senior Securities](index=23&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities - None[97](index=97&type=chunk) [Mine Safety Disclosures](index=23&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not Applicable[98](index=98&type=chunk) [Other Information](index=23&type=section&id=Item%205.%20Other%20Information) The company reported no other information for this item - None[99](index=99&type=chunk) [Exhibits](index=23&type=section&id=Item%206.%20Exhibits) The report lists several exhibits filed with the Form 10-Q, including amendments to loan agreements, CEO/CFO certifications under Sarbanes-Oxley Sections 302 and 906, and XBRL data files - Exhibits filed include the First Amendment to the Loan Agreement, CEO and CFO certifications, and XBRL instance documents[100](index=100&type=chunk)

PART I [Business](index=4&type=section&id=Item%201.%20Business) The company provides end-to-end engineering and design solutions for the Controlled Environment Agriculture market - urban-gro is an engineering and design services company for the Controlled Environment Agriculture (CEA) market, which includes indoor facilities, vertical farms, and greenhouses[16](index=16&type=chunk) - The company is expanding its focus from its historical base in cannabis cultivation to the **vertical farming sub-segment** for crops like leafy greens, herbs, and strawberries[16](index=16&type=chunk)[17](index=17&type=chunk)[50](index=50&type=chunk) - Services are offered in three main phases: Cultivation Space Programming (CSP), Integrated Cultivation Design (ICD), and full-facility Mechanical, Electrical, and Plumbing (MEP) engineering[22](index=22&type=chunk)[24](index=24&type=chunk) - The company has key strategic vendor relationships, including an exclusive two-year global System Integrator Agreement with **Fluence (lighting)** and a multi-year agreement with **Argus (automated control systems)**[37](index=37&type=chunk)[38](index=38&type=chunk) Targeted Gross Profit Margins by Category | Category | Gross Profit Margin | | :--- | :--- | | Engineering design services | 30% - 60% | | Customized equipment systems | Mid-teens% - Mid-30s% | | Consumable products | High-teens% - High-20s% | - Growth strategy is based on three pillars: expanding 'Expertise as a Service', geographical expansion into Europe, and market expansion into the commercial vertical farming segment[64](index=64&type=chunk)[65](index=65&type=chunk)[70](index=70&type=chunk) [Risk Factors](index=20&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant risks from its history of net losses, supplier and client concentration, and cannabis industry regulations - The **COVID-19 pandemic** has caused project delays and could materially adversely affect business, financial condition, and operations[110](index=110&type=chunk)[111](index=111&type=chunk)[112](index=112&type=chunk) - The company has a history of net losses, including a **$5.1 million loss in 2020** and an **$8.3 million loss in 2019**, with negative operating cash flow in both years[114](index=114&type=chunk)[115](index=115&type=chunk)[118](index=118&type=chunk) - There is a significant dependency on third-party suppliers; sales of **Fluence's LED lighting systems accounted for 33% of consolidated revenue** for the year ended December 31, 2020[124](index=124&type=chunk) - The company has high client concentration risk; in 2020, **two clients represented 25% and 13% of total revenue**, respectively[126](index=126&type=chunk) - A majority of historical revenues are from clients in the legal cannabis industry, which is **illegal under U.S. federal law**, posing significant financial and legal risks[82](index=82&type=chunk)[133](index=133&type=chunk)[142](index=142&type=chunk) - The company **does not anticipate paying any cash dividends** on its common stock in the foreseeable future, intending to retain earnings for business growth[164](index=164&type=chunk) [Unresolved Staff Comments](index=36&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports no unresolved staff comments from the SEC - There are no unresolved staff comments[183](index=183&type=chunk) [Properties](index=36&type=section&id=Item%202.%20Properties) The company's principal place of business is a leased facility in Lafayette, Colorado - The principal place of business is a leased **10,000 sq. ft. facility** in Lafayette, CO, with a monthly rent of $12,000 and a lease expiring in August 2021[184](index=184&type=chunk) [Legal Proceedings](index=36&type=section&id=Item%203.%20Legal%20Proceedings) There are no material legal proceedings involving the company - There are no material legal proceedings involving the company[185](index=185&type=chunk) [Mine Safety Disclosures](index=36&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company's business - Not applicable[186](index=186&type=chunk) PART II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=36&type=section&id=Item%205.%20Market%20for%20the%20Registrant's%20Common%20Equity%20and%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company listed on Nasdaq in February 2021 via a public offering and does not plan to issue dividends - Completed a public offering on February 17, 2021, selling 6,210,000 shares at $10.00 per share for **gross proceeds of $62.1 million**[188](index=188&type=chunk) - The company's common stock was listed on the Nasdaq Capital Market under the symbol **'UGRO'** in connection with the February 2021 offering[188](index=188&type=chunk) - The company has never paid dividends and does not anticipate paying them in the foreseeable future, retaining earnings for business development[194](index=194&type=chunk) - As of March 26, 2021, there were **6,846 holders of record** for the Common Stock[193](index=193&type=chunk) [Selected Financial Data](index=39&type=section&id=Item%206.%20Selected%20Financial%20Data) As a smaller reporting company, this information is not required - The company is not required to provide this information as it qualifies as a smaller reporting company[198](index=198&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=40&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Revenue grew 7% in 2020, but a shift to lower-margin equipment sales caused a net loss of $5.1 million Comparison of Operations (2020 vs. 2019) | Metric | 2020 | 2019 | Change | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Total Revenue | $25.8M | $24.2M | +$1.6M | +7% | | Gross Profit | $5.7M | $6.6M | -$0.9M | -14% | | Gross Margin | 22% | 27% | -5 p.p. | - | | Operating Expenses | $8.5M | $12.5M | -$4.0M | -32% | | Net Loss | ($5.1M) | ($8.4M) | +$3.3M | -39% | | Net Loss Per Share | ($1.06) | ($1.90) | +$0.84 | - | - The decrease in gross profit margin was due to a revenue mix shift toward **lower-margin equipment systems sales** and away from higher-margin services revenue[210](index=210&type=chunk)[211](index=211&type=chunk) Adjusted EBITDA Reconciliation (Non-GAAP) | Metric | 2020 | 2019 | | :--- | :--- | :--- | | Net Loss | ($5,073,695) | ($8,350,573) | | **Adjusted EBITDA** | **($652,091)** | **($3,277,577)** | - As of Dec 31, 2020, the company had a **working capital deficit of $9.3 million**, but management believes the February 2021 IPO alleviated going concern doubts[220](index=220&type=chunk) Cash Flow Summary | Cash Flow Activity | 2020 | 2019 | | :--- | :--- | :--- | | Net Cash Used in Operating Activities | ($3.6M) | ($2.5M) | | Net Cash Used in Investing Activities | ($0.2M) | ($2.9M) | | Net Cash Provided by Financing Activities | $3.5M | $2.9M | [Quantitative and Qualitative Disclosures About Market Risk](index=46&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, this information is not required - The company is not required to provide this information as it qualifies as a smaller reporting company[238](index=238&type=chunk) [Financial Statements and Supplementary Data](index=46&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) The required financial statements and supplementary data are included following the signature page of the report - The financial statements required by this item are set forth following the signature page of the report[239](index=239&type=chunk) [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=46&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20on%20Accounting%20and%20Financial%20Disclosure) The company reports no disagreements with its accountants - None reported[240](index=240&type=chunk) [Controls and Procedures](index=46&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that disclosure controls and internal controls over financial reporting were effective as of year-end 2020 - Management concluded that **disclosure controls and procedures were effective** as of December 31, 2020[242](index=242&type=chunk) - Management assessed **internal control over financial reporting as effective** as of December 31, 2020, based on the COSO framework[247](index=247&type=chunk) - **No material changes** in internal control over financial reporting occurred during the fiscal year ended December 31, 2020[244](index=244&type=chunk) [Other Information](index=47&type=section&id=Item%209B.%20Other%20Information) The company reports no other information for this item - None[249](index=249&type=chunk) PART III [Directors, Executive Officers, Corporate Governance, Compensation, and Related Party Transactions](index=47&type=section&id=Item%2010-14) Required information is incorporated by reference from the company's forthcoming 2021 proxy statement - Information for Items 10, 11, 12, 13, and 14 is **incorporated by reference** from the Registrant's definitive proxy statement, to be filed within 120 days after fiscal year-end[251](index=251&type=chunk)[252](index=252&type=chunk)[253](index=253&type=chunk) PART IV [Exhibits, Financial Statement Schedules](index=48&type=section&id=Item%2015.%20Exhibits%2C%20Financial%20Statement%20Schedules) This section provides an index of all exhibits filed as part of the Form 10-K - A list of financial statements is set forth on page F-1; financial statement schedules are omitted as they are not required or applicable[257](index=257&type=chunk) - The Exhibit Index lists all filed documents, including corporate governance documents, material contracts, and SEC certifications[258](index=258&type=chunk)[259](index=259&type=chunk)[260](index=260&type=chunk) Financial Statements [Consolidated Financial Statements](index=54&type=section&id=Consolidated%20Financial%20Statements) The company's 2020 financials show a net loss of $5.1 million and a stockholders' deficit of $7.4 million Consolidated Balance Sheet Summary (As of Dec 31) | Metric | 2020 | 2019 | | :--- | :--- | :--- | | Total Current Assets | $5.2M | $4.0M | | Total Assets | $8.2M | $7.4M | | Total Current Liabilities | $14.5M | $12.3M | | Total Liabilities | $15.6M | $12.4M | | Total Stockholders' Deficit | ($7.4M) | ($5.0M) | Consolidated Statement of Operations Summary (Year Ended Dec 31) | Metric | 2020 | 2019 | | :--- | :--- | :--- | | Total Revenue | $25.8M | $24.2M | | Gross Profit | $5.7M | $6.6M | | Loss from Operations | ($2.7M) | ($5.9M) | | Net Loss | ($5.1M) | ($8.4M) | | Net Loss Per Share | ($1.06) | ($1.90) | Consolidated Statement of Cash Flows Summary (Year Ended Dec 31) | Metric | 2020 | 2019 | | :--- | :--- | :--- | | Cash from Operating Activities | ($3.6M) | ($2.5M) | | Cash from Investing Activities | ($0.2M) | ($1.1M) | | Cash from Financing Activities | $3.5M | $2.9M | | Net (Decrease) in Cash | ($0.3M) | ($0.7M) | | Cash at End of Period | $0.2M | $0.4M | [Notes to Consolidated Financial Statements](index=58&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) The notes detail significant concentration risks, related-party transactions, and the impact of the 2021 IPO - The February 2021 IPO, which raised **gross proceeds of $62.1 million**, alleviated conditions that had previously raised substantial doubt about the company's ability to continue as a going concern[294](index=294&type=chunk)[391](index=391&type=chunk) - The company has significant related-party transactions, including a **$1 million note payable** to an entity owned by a director, which was converted into a bridge financing note[334](index=334&type=chunk)[338](index=338&type=chunk) - In February 2020, the company entered into a credit agreement for a **C$2.7M term loan and a C$5.4M revolving facility**, which was fully repaid post-IPO in February 2021[353](index=353&type=chunk)[360](index=360&type=chunk) - Significant concentration risk exists; for 2020, **two customers represented 38% of total revenue** and one vendor accounted for 33% of total purchases[366](index=366&type=chunk)[367](index=367&type=chunk) - As of December 31, 2020, the company had approximately **$11.4 million of U.S. federal net operating loss (NOL) carryforwards** to offset future taxable income[386](index=386&type=chunk)[392](index=392&type=chunk)

Table of Contents 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 September 30, 2020 ☐ 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: 000-52898 urban-gro, Inc. (Exact name of registrant as specified in its charter) Delaware 46-5158469 ( ...

Table of Contents U.S. 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 June 30, 2020 ☐ 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: 000-52898 1751 Panorama Point Unit G Lafayette, CO 80026 (Address of principal executive offices)(Zip Code) (720) 39 ...