United States securities and exchange commission logo
November 8, 2023
Darren Lampert
Chief Executive Officer
GrowGeneration Corp.
5619 DTC Parkway , Suite 900
Greenwood Village, Colorado 80111
Re: GrowGeneration
Corp.
Form 10-K for
Fiscal Year Ended December 31, 2022
Filed March 16,
2023
File No. 001-39146
Dear Darren Lampert:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comments.
Please respond to this letter within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe a
comment applies to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to this letter, we may have additional comments.
Form 10-K for Fiscal Year Ended December 31, 2022
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Results of Operations, page 25
1. We note your disclosure
on page 3 detailing how you evaluate your operations includes a
discussion of the
specific types of products offered (hydroponic garden products,
including nutrients,
growing media, lighting, environmental control systems, accessories
for hydroponic
gardening, and sales and installation services of commercial fixtures), the
distinction and margin
variations between consumables and non-consumables, and how
product mix between new
and more mature markets impacts margin, including the impact
of revenue earned from
installations. Please expand your discussion of sales and cost of
sales to include a more
fulsome discussion, including how the methods you use to
evaluate your business
impact the variances from year to year and by segment, as these
appear to constitute
known trends. Similar revisions should be made to your quarterly
filings, as
appropriate. Refer to the guidance in Items 303(b)(2)(ii) and 303(c)(2) of
Regulation S-X.
Darren Lampert
GrowGeneration Corp.
November 8, 2023
Page 2
2. Please tell us your consideration of presenting revenue disaggregated
on the same basis as
discussed here. In this regard, we note from your presentation in Note
17 that you
currently present disaggregated revenue by segment based on private
label versus non-
private label sales, but do not include this as a means by which you
evaluate your
operations per your disclosure on page 3. Include in your response how
you determined
the current presentation complies with ASC 606-10-50-5 through 7 and
606-10-55-89
through 91.
3. Please tell us how you considered Rule 5-03 of Regulation S-X in
determining that
separate presentation of revenue from installation services on the
face of the statement of
operations was not required.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
Please contact Amy Geddes at 202-551-3304 or Theresa Brillant at
202-551-3307 with
any questions.
FirstName LastNameDarren Lampert Sincerely,
Comapany NameGrowGeneration Corp.
Division of
Corporation Finance
November 8, 2023 Page 2 Office of Trade
& Services
FirstName LastName