# Flash Sports & Media Holdings, Inc.: Form 10-Q for the period ended Mar 31, 2025

- Company: [Flash Sports & Media Holdings, Inc.](/companies/flzh.md) (CIK 1706524)
- Form: 10-Q
- Filed: 2026-02-03
- Accepted by EDGAR: Feb 3, 2026, 17:29 ET
- Period: 2025-03-31
- Accession: 0001213900-26-011613
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/1706524/000121390026011613/ea0274351-10q_urban.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/1706524/000121390026011613/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2025-03-31.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2025-01-01 to 2025-03-31 | $9.5m | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Cost of revenue | 3 months, 2025-01-01 to 2025-03-31 | $8.9m | us-gaap:CostOfRevenue |
| Gross profit | 3 months, 2025-01-01 to 2025-03-31 | $610.0k | us-gaap:GrossProfit |
| Operating income | 3 months, 2025-01-01 to 2025-03-31 | −$4.1m | us-gaap:OperatingIncomeLoss |
| Income tax | 3 months, 2025-01-01 to 2025-03-31 | −$14.6k | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2025-01-01 to 2025-03-31 | −$4.0m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2025-01-01 to 2025-03-31 | −$0.31 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2025-01-01 to 2025-03-31 | −$0.31 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2025-01-01 to 2025-03-31 | 12,964,226 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 3 months, 2025-01-01 to 2025-03-31 | $2.2m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 3 months, 2025-01-01 to 2025-03-31 | $63.8k | us-gaap:PaymentsToAcquireProductiveAssets |
| Cash and equivalents | at 2025-03-31 | $697.0k | us-gaap:Cash |
| Current assets | at 2025-03-31 | $13.4m | us-gaap:AssetsCurrent |
| Total assets | at 2025-03-31 | $16.1m | us-gaap:Assets |
| Current liabilities | at 2025-03-31 | $43.5m | us-gaap:LiabilitiesCurrent |
| Total liabilities | at 2025-03-31 | $44.3m | us-gaap:Liabilities |
| Shareholders' equity | at 2025-03-31 | −$28.2m | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 6,453 characters.

*The following discussion should be read in conjunction with our condensed consolidated financial statements and notes thereto included herein. See also “Forward Looking Statements” on pages ii of this Report.*

### OVERVIEW AND HISTORY

In 2025, urban-gro, Inc. was an integrated professional services and design-build firm. We offered value-added architectural, engineering, and construction management solutions to the Controlled Environment Agriculture (“CEA”), industrial, healthcare, and other commercial sectors. Innovation, collaboration, and a commitment to sustainability drove our team to provide exceptional customer experiences. To serve our horticulture clients, we engineered, designed and managed the construction of indoor CEA facilities and then integrate complex environmental equipment systems into those facilities. Through this work, we created high-performance indoor cultivation facilities for our clients to grow specialty crops, including leafy greens, vegetables, herbs, and plant-based medicines. Our custom-tailored approach to design, construction, procurement, and equipment integration provided a single point of accountability across all aspects of indoor growing operations. We also helped our clients achieve operational efficiency and economic advantages through a full spectrum of professional services and programs focused on facility optimization and environmental health which established facilities that allowed clients to manage, operate and perform at the highest level throughout their entire cultivation lifecycle once they are up and running. Further, we served a broad range of commercial and governmental entities, providing them with planning, consulting, architectural, engineering and construction design-build services for their facilities. We aimed to work with our clients from the inception of their project in a way that provided value throughout the life of their facility. We are a trusted partner and advisor to our clients and offer a complete set of engineering and managed services complemented by a vetted suite of select cultivation equipment systems.

### RESULTS OF OPERATIONS

#### Comparison of Results of Operations for the three months ended March 31, 2025 and 2024

During the three months ended March 31, 2025, we generated revenues of $9.5 million compared to revenues of $15.4 million during the three months ended March 31, 2024, a decrease of $5.9 million, or approximately 38%. This decrease in revenues is the result of the following changes in individual revenue components:

- Equipment systems revenue increased $2.2 million.
- Services revenue decreased $1.5 million due to continued negative market conditions in the CEA sector.
- Construction design-build revenue decreased $6.6 million due to decreases in our construction design-build revenue contracts, and:
- Other revenues were relatively flat.

During the three months ended March 31, 2025, cost of revenues was $8.9 million compared to $12.4 million during the three months ended March 31, 2024, a decrease of $3.5 million, or approximately 28%. Gross profit was $0.6 million (approximately 6% of revenues) during the three months ended March 31, 2025, compared to $3.0 million (approximately 19% of revenue) during the three months ended March 31, 2024. This decrease in gross profit as a percentage of revenues, was primarily due to the 38% decrease in total revenues, compared to a much lesser 28% decrease in total cost of revenues.

Operating expenses decreased by $0.8 million, or approximately 14%, to $4.7 million for the three months ended March 31, 2025, compared to $5.5 million for the three months ended March 31, 2024. This overall decrease in operating expenses was the result of a $0.6 million decrease in general and administrative operating expenses due to decreases in salary and personnel related costs, as well as a $0.2 million decrease in depreciation and amortization.

Non-operating expense was relatively flat for the three months ended March 31, 2025, compared to the three months ended March 31, 2024.

### LIQUIDITY AND CAPITAL RESOURCES

As of March 31, 2025, we had negative working capital of $30.1 million, compared to negative working capital of $26.5 million as of December 31, 2024, a decrease of $3.6 million. This decrease in working capital was primarily due to a decrease in accounts receivable of $2.8 million, as well as increases in accounts payable and customer deposits of $4.4 million.

As of March 31, 2025, we had cash of $0.7 million, which represented a decrease of $0.1 million from December 31, 2024 due to the following changes during the three months ended March 31, 2025:

- Net cash provided by operating activities was $2.2 million. This source of cash is the net effect of the net loss of $4.0 million, offset by non-cash expenses of $0.7 million, and a reduction in net operating assets and liabilities of $5.5 million. See the condensed consolidated statements of cash flows for further details on the non-cash expenses and net changes in operating assets and liabilities;
- Net cash provided by investing activities was $0.1 million. We have no material commitments for capital expenditures as of March 31, 2025.
- Net cash used in financing activities was $2.3 million. Cash used from financing activities primarily relates to payments made on the Line of Credit and other financing agreements.

### CRITICAL ACCOUNTING ESTIMATES

### Critical Accounting Estimates

The Company’s Unaudited Condensed Consolidated Financial Statements are prepared in conformity with U.S. GAAP. In preparing the Company’s Unaudited Condensed Consolidated Financial Statements, management makes assumptions, judgments and estimates on historical experience and various other factors that we believe to be reasonable under the circumstances. Actual results could differ materially from these estimates under different assumptions or conditions. We regularly reevaluate our assumptions, judgments and estimates. The Company’s significant accounting policies are described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

Critical accounting estimates (“CAE”) are those estimates that involve a significant level of estimation uncertainty and could have a material impact on our financial condition or results of operations.

There have been no material changes in CAE in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

## Controls and procedures

As filed, 2,506 characters.

### DISCLOSURE CONTROLS AND PROCEDURES

#### Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act).

These controls are designed to ensure that information required to be disclosed in the reports we file or submit pursuant to the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to our management, including our CEO and CFO to allow timely decisions regarding required disclosure.

Based on such evaluation, our CEO and CFO concluded, that our disclosure controls and procedures were not effective as of March 31, 2025 because of the material weaknesses resulting from lack of a formalized internal control framework in accordance with COSO, as described in Item 9A of our Annual Report on Form 10-K as of December 31, 2024.

In light of these material weaknesses, management performed additional analyses, reconciliations, and other post-closing procedures to determine that the Company’s unaudited condensed consolidated financial statements are prepared in accordance with U.S. GAAP. Based on this review, management concluded that the unaudited condensed consolidated financial statements included in this report fairly present in all material respects the Company’s financial condition, results of operations and cash flows for the periods presented.

#### Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the three months ended March 31, 2025, which were identified in conjunction with management’s evaluation required by paragraph (d) of Rules 13a-15 and 15d-15 under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

#### Management’s Plan to Remediate the Material Weaknesses

As it relates to the material weaknesses that existed as of March 31, 2025, we are in the process of designing and implementing remediation plans and taking steps to address the root cause of the material weaknesses as described in Annual Report on Form 10-K as of December 31, 2024. There have been no changes to the remediation plan since December 31, 2024.

## Risk factors

As filed, 344 characters.

As of the date of this Quarterly Report on Form 10-Q, there have been no additional material changes to the risk factors disclosed in our annual report on Form 10-K for the fiscal year ended December 31, 2024. We may disclose changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC.

Filed Feb 3, 2026.
Source: SEC EDGAR, the filing index for accession 0001213900-26-011613. Last ingested by Listed: Oct 26, 2026, 16:16 ET. No prices; not investment advice.