Item 2.02 Results of Operations and Financial Condition. OnJanuary 7, 2022 , theHydrofarm Holdings Group, Inc. (the "Company") issued a press release reaffirming its full-year 2021 outlook. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference. The information in this Item 2.02 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"). The information contained in this Item 2.02 and in the press release attached as Exhibit 99.1 to this Current Report on Form 8-K shall not be incorporated by reference into any filing with theSecurities and Exchange Commission ("SEC") made by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing. Item 7.01 Regulation FD Disclosure. The information set forth in Item 2.02 above is incorporated herein by reference. Executives of the Company will present at the 2022 AnnualICR Conference using the materials (the "Investor Presentation") provided in Exhibit 99.2 of this Current Report on Form 8-K and incorporated herein by reference. The Investor Presentation will also be available under the "Investors" tab in the "Events & Presentations" section of the Company's website located at www.hydrofarm.com. The information in this Item 7.01 of this Current Report on Form 8-K and Exhibit 99.2 attached hereto shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act. The information contained in this Item 7.01 and in the press release attached as Exhibit 99.2 to this Current Report on Form 8-K shall not be incorporated by reference into any filing with theSEC made by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing. With respect to the projected fiscal year 2021 Adjusted EBITDA financial information included in Exhibits 99.1 and 99.2, a quantitative reconciliation is not available without unreasonable effort due to the variability, complexity and low visibility with respect to certain items, including, but not limited to, stock-based compensation and employer payroll taxes, uncertainties caused by the global COVID-19 pandemic, changes to the regulatory landscape, and certain potential future transaction expenses, which are excluded from Adjusted EBITDA.The Company expects the variability of these items to have a potentially unpredictable, and potentially significant, impact on its future GAAP financial results.
Forward-Looking Statements
Certain statements in this Current Report on Form 8-K (including the exhibits
hereto) constitute "forward-looking" statements. These statements are based on
management's current opinions, expectations, beliefs, plans, objectives,
assumptions or projections regarding future events or future results. These
forward-looking statements are only predictions, not historical fact, and
involve certain risks and uncertainties, as well as assumptions. Actual results,
levels of activity, performance, achievements and events could differ materially
from those stated, anticipated or implied by such forward-looking statements.
While the Company believes that its assumptions are reasonable, it is very
difficult to predict the impact of known factors, and, of course, it is
impossible to anticipate all factors that could affect actual results. There are
a number of risks and uncertainties that could cause actual results to differ
materially from forward-looking statements made herein including, most
prominently, the risks discussed under the heading "Risk Factors" in each of the
Company's Annual Report on Form 10-K for the year ended
Additionally, Exhibits 99.1 and 99.2 include certain preliminary financial
estimates as of and for the periods ended
Such forward-looking statements are made only as of the date of this Current Report on Form 8-K. The Company expressly disclaims any obligation or undertaking to release any updates or revisions to any forward-looking statements
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contained herein to reflect any change in its expectations with regard thereto or changes in events, conditions, or circumstances on which any such statement is based. Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description 99.1 Press Release, datedJanuary 7, 2022 . 99.2 Investor Presentation. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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