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, 2023
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 000-31311
LOWELL FARMS INC. |
(Exact name of Registrant as Specified in its Charter) |
British Columbia, Canada | 87-3037317 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) |
19 Quail Run Circle | 93907 | |
(Address of Principal Executive Offices) | (Zip Code) |
(831) 998-8214
(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class registered | Trading Symbol(s) | Name of each exchange on which registered |
NONE | NONE | NONE |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐☒ No ☑
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
YesIndicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ |
Non-accelerated | ☒ | Smaller reporting company | ☒ |
Emerging growth company | ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
There were 70,612,253112,761,904 shares of the Registrant’s Subordinate Voting Shares outstanding as of May 17, 2021.
|
TABLE OF CONTENTS
3 | ||||||
Condensed Consolidated Balance Sheets as of | 3 | |||||
4 | ||||||
5 | ||||||
6 | ||||||
7 | ||||||
Management’s Discussion and Analysis of Financial Condition and Results of Operations | 20 | |||||
31 | ||||||
31 | ||||||
32 | ||||||
32 | ||||||
32 | ||||||
32 | ||||||
32 | ||||||
33 |
2 |
Table of Contents |
LOWELL FARMS INC.
(unaudited)
(in thousands)
March 31, | December 31, | |
2021 | 2020 | |
ASSETS | ||
Current assets: | ||
Cash and cash equivalents | $13,572 | $25,751 |
Accounts Receivable - net of allowance for doubtful accounts of $1,819 and $1,389 at March 31, 2021 and December 31, 2020, respectively | 7,118 | 4,529 |
Inventory | 13,888 | 9,933 |
Prepaid expenses and other current assets | 2,533 | 6,391 |
Total current assets | 37,111 | 46,604 |
Property and equipment, net | 49,456 | 49,243 |
Goodwill | 357 | 357 |
Other intangibles, net | 36,937 | 736 |
Other assets | 591 | 476 |
Total assets | $124,452 | $97,416 |
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||
Current liabilities: | ||
Accounts payable | $3,352 | $2,137 |
Accrued payroll and benefits | 900 | 1,212 |
Notes payable, current portion | 381 | 1,213 |
Lease obligation, current portion | 2,915 | 2,301 |
Other current liabilities | 7,199 | 8,860 |
Total current liabilities | 14,747 | 15,723 |
Notes payable | 285 | 303 |
Lease obligation | 35,888 | 36,533 |
Convertible debentures | 13,629 | 13,701 |
Total liabilities | 64,549 | 66,260 |
COMMITMENTS AND CONTINGENCIES | ||
STOCKHOLDERS' EQUITY | ||
Share capital | 161,006 | 125,540 |
Accumulated deficit | (101,103) | (94,384) |
Total stockholders' equity | 59,903 | 31,156 |
Total liabilities and stockholders' equity | $124,452 | $97,416 |
|
| June 30, |
|
| December 31, |
| ||
|
| 2023 |
|
| 2022 |
| ||
ASSETS |
|
|
|
|
|
| ||
Current assets: |
|
|
|
|
|
| ||
Cash and cash equivalents |
| $ | 8,422 |
|
| $ | 1,098 |
|
Accounts receivable - net of allowance for doubtful accounts of $959 and $1,053 at June 30, 2023 and December 31, 2022, respectively. |
|
| 2,683 |
|
|
| 4,163 |
|
Inventory |
|
| 9,509 |
|
|
| 10,779 |
|
Prepaid expenses and other current assets |
|
| 736 |
|
|
| 1,522 |
|
Total current assets |
|
| 21,350 |
|
|
| 17,562 |
|
Property and equipment, net |
|
| 14,772 |
|
|
| 31,284 |
|
Right of use assets, net |
|
| 54,142 |
|
|
| 27,362 |
|
Other intangibles, net |
|
| 41,999 |
|
|
| 42,202 |
|
Other assets |
|
| 672 |
|
|
| 413 |
|
|
|
|
|
|
|
|
|
|
Total assets |
| $ | 132,935 |
|
| $ | 118,823 |
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY |
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
Accounts payable |
| $ | 3,074 |
|
| $ | 2,307 |
|
Accrued payroll and benefits |
|
| 298 |
|
|
| 350 |
|
Notes payable, current portion |
|
| 8 |
|
|
| 282 |
|
Lease obligation, current portion |
|
| 1,592 |
|
|
| 2,659 |
|
Convertible debentures |
|
| 21,854 |
|
|
| 21,398 |
|
Other current liabilities |
|
| 3,770 |
|
|
| 3,654 |
|
Total current liabilities |
|
| 30,596 |
|
|
| 30,650 |
|
Notes payable |
|
| 1 |
|
|
| 3 |
|
Lease obligation |
|
| 58,233 |
|
|
| 31,340 |
|
Mortgage obligation |
|
| - |
|
|
| 8,713 |
|
Total liabilities |
|
| 88,830 |
|
|
| 70,706 |
|
COMMITMENTS AND CONTINGENCIES |
|
|
|
|
|
|
|
|
STOCKHOLDERS’ EQUITY |
|
|
|
|
|
|
|
|
Share capital |
|
| 191,843 |
|
|
| 191,742 |
|
Accumulated deficit |
|
| (147,738 | ) |
|
| (143,625 | ) |
Total stockholders’ equity |
|
| 44,105 |
|
|
| 48,117 |
|
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders’ equity |
| $ | 132,935 |
|
| $ | 118,823 |
|
See Accompanying Notes to Condensed Consolidated Financial Statements (unaudited)
3 |
Table of Contents |
LOWELL FARMS INC.
(unaudited)
(in thousands, except per share amounts)
Periods Ended March 31, | Three Months | |
2021 | 2020 | |
Net revenue | $11,026 | $9,442 |
Cost of goods sold | 12,503 | 11,171 |
Gross loss | (1,477) | (1,729) |
Operating expenses | ||
General and administrative | 2,460 | 3,791 |
Sales and marketing | 1,441 | 1,226 |
Depreciation and amortization | 324 | 363 |
Total operating expenses | 4,225 | 5,380 |
Loss from operations | (5,702) | (7,109) |
Other income/(expense) | ||
Other income/(expense) | (229) | 25 |
Unrealized gain on change in fair value of investment | 106 | 85 |
Interest expense | (831) | (850) |
Total other income/(expense) | (954) | (740) |
Loss before provision for income taxes | (6,656) | (7,849) |
Provision for income taxes | 63 | 25 |
Net loss | $(6,719) | $(7,874) |
Net loss per share - basic and diluted | $(0.13) | $(0.24) |
Weighted average shares outstanding - basic and diluted | 53,592 | 32,988 |
|
| Three Months Ended |
|
| Six Months Ended |
| ||||||||||
|
| June 30, |
|
| June 30, |
|
| June 30, |
|
| June 30, |
| ||||
|
| 2023 |
|
| 2022 |
|
| 2023 |
|
| 2022 |
| ||||
Net revenue |
| $ | 7,032 |
|
| $ | 13,181 |
|
| $ | 14,558 |
|
| $ | 25,589 |
|
Cost of goods sold |
|
| 7,373 |
|
|
| 11,687 |
|
|
| 14,767 |
|
|
| 22,522 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit (loss) |
|
| (341 | ) |
|
| 1,494 |
|
|
| (209 | ) |
|
| 3,067 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative |
|
| 1,561 |
|
|
| 2,649 |
|
|
| 3,184 |
|
|
| 4,813 |
|
Sales and marketing |
|
| 638 |
|
|
| 1,747 |
|
|
| 1,373 |
|
|
| 3,508 |
|
Depreciation and amortization |
|
| 108 |
|
|
| 123 |
|
|
| 215 |
|
|
| 231 |
|
Total operating expenses |
|
| 2,307 |
|
|
| 4,519 |
|
|
| 4,772 |
|
|
| 8,552 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from operations |
|
| (2,648 | ) |
|
| (3,025 | ) |
|
| (4,981 | ) |
|
| (5,485 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income/(expense) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense) |
|
| 3,803 |
|
|
| (156 | ) |
|
| 3,805 |
|
|
| (295 | ) |
Unrealized change in fair value of investment |
|
| (27 | ) |
|
| (36 | ) |
|
| (28 | ) |
|
| (107 | ) |
Interest expense |
|
| (1,151 | ) |
|
| (1,337 | ) |
|
| (2,810 | ) |
|
| (2,649 | ) |
Total other income (expense) |
|
| 2,625 |
|
|
| (1,529 | ) |
|
| 967 |
|
| (3,051 | ) | |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss before provision for income taxes |
|
| (23 | ) |
|
| (4,554 | ) |
|
| (4,014 | ) |
|
| (8,536 | ) |
Provision for income taxes |
|
| 50 |
|
|
| 60 |
|
|
| 99 |
|
|
| 135 |
|
Net loss |
| $ | (73 | ) |
| $ | (4,614 | ) |
| $ | (4,113 | ) |
| $ | (8,671 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
| $ | (0.01 | ) |
| $ | (0.04 | ) |
| $ | (0.03 | ) |
| $ | (0.08 | ) |
Diluted |
| $ | (0.01 | ) |
| $ | (0.04 | ) |
| $ | (0.03 | ) |
| $ | (0.08 | ) |
Weighted average shares outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
| 121,770 |
|
|
| 112,026 |
|
|
| 121,770 |
|
|
| 111,981 |
|
Diluted |
|
| 121,770 |
|
|
| 112,026 |
|
|
| 121,770 |
|
|
| 111,981 |
|
See Accompanying Notes to Condensed Consolidated Financial Statements (unaudited)
4 |
Table of Contents |
LOWELL FARMS INC.
(unaudited)
Subordinate | Super | ||||
Voting Shares | Voting Shares | Share Capital | Accumulated Deficit | Stockholders’ Equity | |
Balance—December 31, 2020 | 57,617 | 203 | $125,540 | $(94,384) | $31,156 |
Net loss | - | - | - | (6,719) | (6,719) |
Shares issued in connection with conversion of convertible debentures | 1,390 | - | 277 | - | 277 |
Issuance of shares associated with acquisitions | 22,644 | - | 34,237 | - | 34,237 |
Exercise of warrants | 1,324 | - | 665 | - | 665 |
Share-based compensation expense | 246 | - | 287 | - | 287 |
Balance—March 31, 2021 | 83,221 | 203 | $161,006 | $(101,103) | $59,903 |
Subordinate | Super | ||||
Voting Shares | Voting Shares | Share Capital | Accumulated Deficit | Stockholders’ Equity | |
Balance—December 31, 2019 | 32,844 | 203 | $96,160 | $(72,474) | $23,686 |
Net loss | - | - | - | (7,874) | (7,874) |
Share-based compensation expense | 144 | - | 1,612 | - | 1,612 |
Balance—March 31, 2020 | 32,988 | 203 | $97,772 | $(80,348) | $17,424 |
(in thousands) |
| Three Months Ended June 30, 2023 |
| |||||||||||||||||
|
| Subordinate |
|
| Super |
|
|
|
|
|
|
|
| Total |
| |||||
|
| Voting |
|
| Voting |
|
| Share |
|
| Accumulated |
|
| Stockholders’ |
| |||||
|
| Shares |
|
| Shares |
|
| Capital |
|
| Deficit |
|
| Equity |
| |||||
Balance-March 31, 2023 |
|
| 121,770 |
|
|
| 203 |
|
| $ | 191,802 |
|
| $ | (147,665 | ) |
| $ | 44,137 |
|
Net loss |
|
| - |
|
|
| - |
|
|
| - |
|
|
| (73 | ) |
|
| (73 | ) |
Share-based compensation expense |
|
| - |
|
|
| - |
|
|
| 41 |
|
|
| - |
|
|
| 41 |
|
Balance-June 30, 2023 |
|
| 121,770 |
|
|
| 203 |
|
| $ | 191,843 |
|
| $ | (147,738 | ) |
| $ | 44,105 |
|
|
| Three Months Ended June 30, 2022 |
| |||||||||||||||||
|
| Subordinate |
|
| Super |
|
|
|
|
|
| Total |
| |||||||
|
| Voting |
|
| Voting |
|
| Share |
|
| Accumulated |
|
| Stockholders’ |
| |||||
|
| Shares |
|
| Shares |
|
| Capital |
|
| Deficit |
|
| Equity |
| |||||
Balance-March 31, 2022 |
|
| 112,026 |
|
|
| 203 |
|
| $ | 189,529 |
|
| $ | (123,118 | ) |
| $ | 66,411 |
|
Net income |
|
| - |
|
|
| - |
|
|
| - |
|
|
| (4,614 | ) |
|
| (4,614 | ) |
Share-based compensation expense |
|
| - |
|
|
| - |
|
|
| 157 |
|
|
| - |
|
|
| 157 |
|
Balance-June 30, 2022 |
|
| 112,026 |
|
|
| 203 |
|
| $ | 189,686 |
|
| $ | (127,732 | ) |
| $ | 61,954 |
|
|
| Six Months Ended June 30, 2023 |
| |||||||||||||||||
|
| Subordinate |
|
| Super |
|
|
|
|
|
|
|
|
|
| |||||
|
| Voting |
|
| Voting |
|
| Share |
|
| Accumulated |
|
| Stockholders’ |
| |||||
|
| Shares |
|
| Shares |
|
| Capital |
|
| Deficit |
|
| Equity |
| |||||
Balance-December 31, 2022 |
|
| 121,770 |
|
|
| 203 |
|
| $ | 191,742 |
|
| $ | (143,625 | ) |
| $ | 48,117 |
|
Net loss |
|
| - |
|
|
| - |
|
|
| - |
|
|
| (4,113 | ) |
|
| (4,113 | ) |
Share-based compensation expense |
|
| - |
|
|
| - |
|
|
| 101 |
|
|
| - |
|
|
| 101 |
|
Balance-June 30, 2023 |
|
| 121,770 |
|
|
| 203 |
|
| $ | 191,843 |
|
| $ | (147,738 | ) |
| $ | 44,105 |
|
|
| Six Months Ended June 30, 2022 |
| |||||||||||||||||
|
| Subordinate |
|
| Super |
|
|
|
|
|
|
| ||||||||
|
| Voting |
|
| Voting |
|
| Share |
|
| Accumulated |
|
| Stockholders’ |
| |||||
|
| Shares |
|
| Shares |
|
| Capital |
|
| Deficit |
|
| Equity |
| |||||
Balance-December 31, 2021 |
|
| 111,806 |
|
|
| 203 |
|
| $ | 189,368 |
|
| $ | (119,061 | ) |
| $ | 70,307 |
|
Net loss |
|
| - |
|
|
| - |
|
|
| - |
|
|
| (8,671 | ) |
|
| (8,671 | ) |
Share-based compensation expense |
|
| 220 |
|
|
| - |
|
|
| 318 |
|
|
| - |
|
|
| 318 |
|
Balance-June 30, 2022 |
|
| 112,026 |
|
|
| 203 |
|
| $ | 189,686 |
|
| $ | (127,732 | ) |
| $ | 61,954 |
|
See Accompanying Notes to Condensed Consolidated Financial Statements (unaudited)
5 |
Table of Contents |
LOWELL FARMS INC.
(unaudited)
Three Months Ended March 31, | ||
2021 | 2020 | |
CASH FLOW FROM OPERATING ACTIVITIES | ||
Net loss | $(6,719) | $(7,874) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 908 | 963 |
Amortization of debt issuance costs | 204 | - |
Share-based compensation expense | 287 | 1,612 |
Provision for doubtful accounts | 222 | 177 |
Termination of branding rights agreement | 152 | - |
Unrealized gain on change in fair value of investments | (106) | (85) |
Changes in operating assets and liabilities: | ||
Accounts receivable | (2,471) | 929 |
Inventory | (653) | 1,400 |
Prepaid expenses and other current assets | 1,058 | (485) |
Other assets | (9) | - |
Accounts payable and accrued expenses | (2,146) | (3,484) |
Other current and long-term liabilities | - | 4,496 |
Net cash used in operating activities | (9,271) | (2,351) |
CASH FLOW FROM INVESTING ACTIVITIES | ||
Proceeds from asset sales | 1,980 | - |
Purchases of property and equipment | (373) | (1,227) |
Acquisition of business assets, net | (4,569) | - |
Investment in corporate interests | - | (57) |
Net cash used in investing activities | (2,962) | (1,284) |
CASH FLOW FROM FINANCING ACTIVITIES | ||
Principal payments on lease obligations | (580) | (501) |
Payments on notes payable | (31) | (8) |
Proceeds from lease financing | - | 120 |
Proceeds from notes payable | - | 3,800 |
Proceeds from exercise of warrants and options | 665 | - |
Payment of debt issuance costs | - | (532) |
Net cash provided by financing activities | 54 | 2,879 |
Change in cash and cash equivalents | (12,179) | (756) |
Cash and cash equivalents—beginning of year | 25,751 | 1,344 |
Cash, and cash equivalents—end of period | $13,572 | $587 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||
Cash paid during the period for interest | $846 | $675 |
Cash paid during the period for income taxes | $91 | $- |
OTHER NONCASH INVESTING AND FINANCING ACTIVITIES | ||
Property and equipment acquired via capital lease | $- | $110 |
Issuance of subordinate voting shares in exchange for net assets acquired | $34,237 | $- |
Liabilities assumed and receivable forgiveness in exchange for net assets acquired | $2,910 | $- |
Debt and associated accrued interest converted to subordinate voting shares | $665 | $- |
|
| Six Months Ended |
| |||||
|
| June 30, |
|
| June 30, |
| ||
|
| 2023 |
|
| 2022 |
| ||
CASH FLOW FROM OPERATING ACTIVITIES |
|
|
|
|
|
| ||
Net loss |
| $ | (4,113 | ) |
| $ | (8,671 | ) |
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
| 2,644 |
|
|
| 3,433 |
|
Amortization of debt issuance costs |
|
| 484 |
|
|
| 451 |
|
Share-based compensation expense |
|
| 101 |
|
|
| 318 |
|
Provision for doubtful accounts |
|
| 116 |
|
|
| 459 |
|
Gain on sale leaseback |
|
| (3,004 | ) |
|
| - |
|
Gain on lease settlement |
|
| (880 | ) |
|
| - |
|
Loss on sale of assets |
|
| - |
|
|
| 8 |
|
Unrealized loss on change in fair value of investments |
|
| 28 |
|
|
| 107 |
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
Accounts receivable |
|
| 1,364 |
|
|
| 1,723 |
|
Inventory |
|
| 1,270 |
|
|
| (1,587 | ) |
Prepaid expenses and other current assets |
|
| 466 |
|
|
| (904 | ) |
Other assets |
|
| (387 | ) |
|
| - |
|
Accounts payable and accrued expenses |
|
| 1,488 |
|
|
| 1,277 |
|
Net cash used in operating activities |
| $ | (423 | ) |
| $ | (3,386 | ) |
CASH FLOW FROM INVESTING ACTIVITIES |
|
|
|
|
|
|
|
|
Proceeds from asset sales |
|
| - |
|
|
| 5 |
|
Purchases of property and equipment |
|
| (19 | ) |
|
| (1,030 | ) |
Net cash used in investing activities |
| $ | (19 | ) |
| $ | (1,025 | ) |
CASH FLOW FROM FINANCING ACTIVITIES |
|
|
|
|
|
|
|
|
Proceeds from sale leaseback |
|
| 8,991 |
|
|
| - |
|
Principal payments on lease obligations |
|
| (1,142 | ) |
|
| (1,196 | ) |
Payments on notes payable |
|
| (83 | ) |
|
| (75 | ) |
Net cash used in financing activities |
| $ | 7,766 |
|
| $ | (1,271 | ) |
|
|
|
|
|
|
|
|
|
Change in cash and cash equivalents |
|
| 7,324 |
|
|
| (5,682 | ) |
Cash and cash equivalents-beginning of year |
|
| 1,098 |
|
|
| 7,887 |
|
Cash, cash equivalents -end of period |
| $ | 8,422 |
|
| $ | 2,205 |
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION |
|
|
|
|
|
|
|
|
Cash paid during the period for interest |
| $ | 1,821 |
|
| $ | 2,655 |
|
Cash paid during the period for income taxes |
| $ | 87 |
|
| $ | 60 |
|
|
|
|
|
|
|
|
|
|
OTHER NONCASH INVESTING AND FINANCING ACTIVITIES |
|
|
|
|
|
|
|
|
Purchase of property and equipment not yet paid for |
| $ | - |
|
| $ | 58 |
|
See Accompanying Notes to Condensed Consolidated Financial Statements (unaudited)
6 |
Table of Contents |
LOWELL FARMS INC.
1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The interim unaudited condensed consolidated financial statements included herein have been prepared by Lowell Farms Inc. (the “Company” or “Lowell”) pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”(the “SEC”), including the instructions to the Quarterly Report on Form 10-Q and Article 10 of Regulation S-X. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America(“U.S. GAAP”) have been condensed or omitted. The interim unaudited condensed consolidated financial statements reflect, in the opinion of management, all adjustments necessary (consisting only of normal recurring adjustments), to present a fair statement of results for the interim periods presented. The operating results for any interim period are not necessarily indicative of the results that may be expected for other interim periods or the full fiscal year. The accompanying interim unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto in the Company’s
The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries after the elimination of all intercompany balances and transactions.
The condensed consolidated balance sheet at December 31, 2020,2022, has been derived from the audited consolidated financial statements but does not include all disclosures required by accounting principles generally acceptedU.S. GAAP.
All dollar amounts in the notes to condensed consolidated financial statements are expressed in thousands of United States of America.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles in the United States (“U.S. GAAP”)GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates in these financial statements include;include allowance for doubtful accounts and credit losses, carrying value of inventory, revenue recognition, accounting for stock-based compensation expense, and income taxes. Actual results could differ from those estimates.
The global COVID-19 pandemic has impacted the operations and purchasing decisions of companies worldwide. It also has created and may continue to create significant uncertainty in the global economy. The Company has undertaken measures to protect its employees, partners, customers, and vendors. In addition, the Company’s personnel are subject to various travel restrictions, which limit the ability of the Company to provide services to customers and affiliates. This impacts the Company's normal operations. To date, the Company has been able to provide uninterrupted access to its products and services, including certain employees that are working remotely, and its pre-existing infrastructure that supports secure access to the Company’s internal systems. If however, the COVID-19 pandemic has a substantialwere to have an increased forward-looking impact on the productivity of the Company’s employees or its partners’ or customers’ decision to use the Company’s products and services, the results of the Company’s operations and overall financial performance may be adversely impacted. The duration and extent of the impact from the COVID-19 pandemic depends on future developments that cannot be accurately predicted at this time. As of the date of issuance of the financial statements, the Company is not aware of any specific event or circumstance that would require updates to the Company’s estimates and judgments or revisions to the carrying value of its assets or liabilities. These estimates may change, as new events occur and additional information is obtained, and are recognized in the condensed c
7 |
Table of Contents |
LOWELL FARMS INC.
Recently Adopted Accounting Standards
In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—ContractsHedging-Contracts in Entity’s Own Equity (Subtopic 815-40). This update amends the guidance on convertible instruments and the derivatives scope exception for contracts in an entity'sentity’s own equity and improves and amends the related EPS guidance for both Subtopics. This standard is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2021, which means it will be effective for our fiscal year beginning January 1, 2022. Early adoption is permitted.2021. We are currently evaluatingevaluated the impact of ASU 2020-06, which was effective for the Company in our fiscal year and interim periods beginning on January 1, 2022 and it did not have a material impact on our condensed consolidated financial statements.
In October 2021, the FASB issued ASU 2021-08-Business Combinations (“Topic 805”): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The amendments in ASU 2021-08 require that an entity recognizes and measures contract assets and contract liabilities acquired in a business combination in accordance with ASC 606, Revenue from Contracts with Customers (“Topic 606”). At the acquisition date, an acquirer should account for the related revenue contracts in accordance with Topic 606 as if it had originated the contracts. The amendments improve comparability for both the recognition and measurement of acquired revenue contracts with customers at the date of and after a business combination. This standard is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2022. We evaluated the impact of ASU 2021-08 on our consolidated financial statements and it did not have a material impact.
No other recently issued accounting pronouncements had or are expected to have a material impact on our condensed consolidated financial statements.
(1) | (2) | (3) | ||
(in thousands) | Kaizen Inc. | The Humble Flower Co. | The Hacienda Company, LLC | Total |
CONSIDERATION | ||||
Contingent payment | $50 | $44 | $- | $94 |
Cash | - | - | 4,019 | 4,019 |
Transaction costs | - | - | 428 | 428 |
Note payable and other obligations | 200 | 65 | 2,178 | 2,443 |
Fair value of subordinate voting shares | 62 | 55 | 34,358 | 34,475 |
Total consideration | $312 | $164 | $40,983 | $41,459 |
PURCHASE PRICE ALLOCATION | ||||
Assets Acquired | ||||
Inventories | $- | $6 | $3,302 | $3,306 |
Accounts receivable - net | - | - | 1,312 | 1,312 |
Other tangible assets | - | - | 739 | 739 |
Intangible assets - brands and tradenames | 104 | 80 | 36,362 | 36,546 |
Intangible assets - technology and know-how | 208 | 78 | - | 286 |
Liabilities assumed | ||||
Payables and other liabilities | - | - | (730) | (730) |
Total identifiable net assets | 312 | 164 | 40,983 | 41,459 |
Fair value of net assets acquired | $312 | $164 | $40,983 | $41,459 |
8 |
Table of Contents |
LOWELL FARMS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
2. PREPAID EXPENSES AND OTHER CURRENT ASSETS
Prepaid expenses and other current assets were comprised of the following items:
March 31, | December 31, | |
(in thousands) | 2021 | 2020 |
Deposits | $548 | $572 |
Insurance | 574 | 593 |
Supplier advances | 476 | 504 |
Nevada building sale proceeds | - | 2,800 |
Other | 935 | 1,922 |
Total Prepaid Expenses and Other Current Assets | $2,533 | $6,391 |
|
| June 30, |
|
| December 31, |
| ||
(in thousands) |
| 2023 |
|
| 2022 |
| ||
Deposits |
| $ | 92 |
|
| $ | 595 |
|
Insurance |
|
| 206 |
|
|
| 235 |
|
Supplier advances |
|
| 120 |
|
|
| 375 |
|
Interest and taxes |
|
| - |
|
|
| 69 |
|
Licenses and payments |
|
| 292 |
|
|
| 146 |
|
Other |
|
| 26 |
|
|
| 102 |
|
Total prepaid and other current assets |
| $ | 736 |
|
| $ | 1,522 |
|
3. INVENTORY
Inventory was comprised of the following items:
March 31, | December 31, | |
(in thousands) | 2021 | 2020 |
Raw materials | $11,264 | $7,950 |
Work in process | - | - |
Finished goods | 2,624 | 1,983 |
Total inventory | $13,888 | $9,933 |
|
| June 30, |
|
| December 31, |
| ||
(in thousands) |
| 2023 |
|
| 2022 |
| ||
Raw materials |
| $ | 6,278 |
|
| $ | 7,431 |
|
Work in process |
|
| 461 |
|
|
| 940 |
|
Finished goods |
|
| 2,770 |
|
|
| 2,408 |
|
Total inventory |
| $ | 9,509 |
|
| $ | 10,779 |
|
4. Other current liabilities
Other current liabilities were comprised of the following items:
March 31, | December 31, | |
(in thousands) | 2021 | 2020 |
Excise and cannabis tax | $4,616 | $5,780 |
Third party brand distribution accrual | 250 | 584 |
Insurance and professional accrual | 757 | 746 |
Other | 1,576 | 1,750 |
Total Accrued Liabilities | $7,199 | $8,860 |
|
| June 30, |
|
| December 31, |
| ||
(in thousands) |
| 2023 |
|
| 2022 |
| ||
Interest and tax accrual |
| $ | 1,241 |
|
| $ | 921 |
|
Equipment purchase accrual |
|
| 724 |
|
|
| 724 |
|
ERC commission accrual |
|
| 441 |
|
|
| 441 |
|
Excise and cannabis tax |
|
| 238 |
|
|
| 948 |
|
Accrued discounts and promotions |
|
| 133 |
|
|
| 97 |
|
Insurance and professional fee accrual |
|
| 196 |
|
|
| 158 |
|
Third-party brand distribution accrual |
|
| 274 |
|
|
| 17 |
|
Accrued rent |
|
| 184 |
|
|
| - |
|
Other |
|
| 339 |
|
|
| 348 |
|
Total other current liabilities |
| $ | 3,770 |
|
| $ | 3,654 |
|
On July 26, 2022, subsidiaries of the Company entered into an agreement with an institutional investor pursuant to which the investor purchased a participation (“Transferred Interests”) in all rights to payment from the United States Internal Revenue Service in respect of the Company’s employee retention credits for the first and second quarters of 2021 (the “ERC Claim”). The purchase price paid for the derivative payment rights was $2.45 million, which was paid in immediately available funds. For the year ended December 31, 2022, the Company recorded net other income of $2,014 and an accrued other liability of $441 to be paid to facilitate the sale of the ERC Claim.
9 |
Table of Contents |
LOWELL FARMS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
5. PROPERTY AND EQUIPMENT
A reconciliation of the beginning and ending balances of property and equipment and accumulated depreciation during the quarterssix months ended MarchJune 30, 2023 and property and equipment, net as of December 31, 2021 and 2020 is2022, are as follows:
(in thousands) Costs | Land and Buildings | Leasehold Improvements | Furniture and Fixtures | Equipment | Vehicles | Construction in Process | Right of Use Assets | Total |
Balance—December 31, 2020 | $- | $10,799 | $50 | $1,276 | $854 | $2,528 | $41,530 | $57,037 |
Additions | - | - | - | 280 | - | 93 | - | 373 |
Business Acquisitions | - | - | - | 192 | - | - | 547 | 739 |
Disposals | - | - | - | - | - | - | - | - |
Balance—March 31, 2021 | $- | $10,799 | $50 | $1,748 | $854 | $2,621 | $42,077 | $58,149 |
Accumulated Depreciation | ||||||||
Balance—December 31, 2020 | $- | $(634) | $(47) | $(427) | $(411) | $- | $(6,275) | $(7,794) |
Depreciation | - | (241) | (236) | (35) | (133) | - | (254) | (899) |
Disposals | - | - | - | - | - | - | - | - |
Balance—March 31, 2021 | $- | $(875) | $(283) | $(462) | $(544) | $- | $(6,529) | $(8,693) |
Net Book Value -March 31, 2021 | $- | $9,924 | $(233) | $1,286 | $310 | $2,621 | $35,548 | $49,456 |
Net Book Value -December 31, 2020 | $- | $10,165 | $3 | $849 | $443 | $2,528 | $35,255 | $49,243 |
|
| Land and |
|
| Leasehold |
|
| Furniture |
|
|
|
|
|
| Construction |
|
| Right of |
|
|
| |||||||||||
(in thousands) |
| Buildings |
|
| Improvements |
|
| and Fixtures |
|
| Equipment |
|
| Vehicles |
|
| in Process |
|
| Use Assets |
|
| Total |
| ||||||||
Costs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Balance-December 31, 2022 |
| $ | 15,719 |
|
| $ | 12,437 |
|
| $ | 50 |
|
| $ | 6,499 |
|
| $ | 830 |
|
| $ | 35 |
|
| $ | 37,081 |
|
| $ | 72,651 |
|
Additions |
|
| - |
|
|
| 29 |
|
|
| - |
|
|
| (10 | ) |
|
| - |
|
|
| - |
|
|
| 29,647 |
|
|
| 29,666 |
|
Disposals |
|
| (15,719 | ) |
|
| (203 | ) |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| (15,922 | ) |
Lease remeasurement |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| (1,477 | ) |
|
| (1,477 | ) |
Balance – June 30, 2023 |
| $ | - |
|
| $ | 12,263 |
|
| $ | 50 |
|
| $ | 6,489 |
|
| $ | 830 |
|
| $ | 35 |
|
| $ | 65,251 |
|
| $ | 84,918 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated Depreciation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance - December 31, 2022 |
| $ | (315 | ) |
| $ | (1,815 | ) |
| $ | (49 | ) |
| $ | (1,498 | ) |
| $ | (608 | ) |
| $ | - |
|
| $ | (9,719 | ) |
| $ | (14,004 | ) |
Depreciation |
|
| (71 | ) |
|
| (426 | ) |
|
| - |
|
|
| (481 | ) |
|
| (73 | ) |
|
| - |
|
|
| (1,390 | ) |
|
| (2,441 | ) |
Disposals |
|
| 386 |
|
|
| 55 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 441 |
|
Balance - June 30, 2023 |
| $ | - |
|
| $ | (2,186 | ) |
| $ | (49 | ) |
| $ | (1,979 | ) |
| $ | (681 | ) |
| $ | - |
|
| $ | (11,109 | ) |
| $ | (16,004 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Book Value - June 30, 2023 |
| $ | - |
|
| $ | 10,077 |
|
| $ | 1 |
|
| $ | 4,510 |
|
| $ | 149 |
|
| $ | 35 |
|
| $ | 54,142 |
|
| $ | 68,914 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Book Value - December 31, 2022 |
| $ | 15,404 |
|
| $ | 10,621 |
|
| $ | 1 |
|
| $ | 5,001 |
|
| $ | 222 |
|
| $ | 35 |
|
| $ | 27,362 |
|
| $ | 58,646 |
|
Construction in progress representprocess represents assets under construction related to cultivation, manufacturing, and distribution facilities not yet completed or otherwise not placed in service.
Depreciation expense of
Depreciation expense of $2,441 and $3,270 were recorded for the six months ended June 30, 2023 and 2022, respectively, of which $2,387 and $2,888 respectively, were included in cost of goods sold. Depreciation expense of $0 and $314 was also recorded in other income (expense) for the six months ended June 30, 2023 and 2022, respectively.
During the six months ended June 30, 2023, the Company renegotiated the monthly payments on certain leases for its facilities. These revised leases resulted in a remeasurement of both the right of use asset and lease liability of $1,477.
During the three months ended June 30, 2023, the Company completed a sale leaseback of the beginningCompany’s drying and ending balancesmidstream processing facility. As a result of goodwill during the quarter ended March 31, 2021 is as follows:
Table of Contents | |
LOWELL FARMS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
6. Other Intangible Assets
A reconciliation of the beginning and ending balances of intangible assets and accumulated amortization during the quartersix months ended MarchJune 30, 2023 and intangible assets, net as of December 31, 2021 is2022, are as follows:
Definite Life Intangibles | Indefinite Life Intangibles | |||
(in thousands) | Branding Rights | Technology/ KnowHow | Brands & Tradenames | Total |
Costs | ||||
Balance—December 31, 2020 | $250 | $208 | $408 | $866 |
Business acquisition | - | - | 36,362 | 36,362 |
Agreement termination | (250) | - | - | (250) |
Balance—March 31, 2021 | $- | $208 | $36,770 | $36,978 |
Accumulated Amortization | ||||
Balance—December 31, 2020 | $(93) | $(37) | $- | $(130) |
Agreement termination | 98 | - | - | 98 |
Amortization | (5) | (4) | - | (9) |
Balance—March 31, 2021 | $- | $(41) | $- | $(41) |
Net Book Value | ||||
March 31, 2021 | $- | $167 | $36,957 | $36,937 |
Net Book Value | ||||
December 31, 2020 | $157 | $171 | $408 | $736 |
|
| Definite Life Intangibles |
|
|
|
|
|
| ||||||||
|
| Technology/ |
|
| Acquired |
|
| Indefinite Life Intangibles Brands & |
|
|
| |||||
(in thousands) |
| Know How |
|
| Purchase Rights |
|
| Tradenames |
|
| Total |
| ||||
Costs |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Balance-December 31, 2022 |
| $ | 3,258 |
|
| $ | 1,800 |
|
| $ | 37,707 |
|
| $ | 42,765 |
|
Business acquisition |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
Agreement termination |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
Balance-June 30, 2023 |
| $ | 3,258 |
|
| $ | 1,800 |
|
| $ | 37,707 |
|
| $ | 42,765 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated Amortization |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance-December 31, 2022 |
| $ | (535 | ) |
| $ | (28 | ) |
| $ | - |
|
| $ | (563 | ) |
Amortization |
|
| (162 | ) |
|
| (41 | ) |
|
| - |
|
|
| (203 | ) |
Balance-June 30, 2023 |
| $ | (697 | ) |
| $ | (69 | ) |
| $ | - |
|
| $ | (766 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Book Value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2022 |
| $ | 2,723 |
|
| $ | 1,772 |
|
| $ | 37,707 |
|
| $ | 42,202 |
|
Net Book Value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2023 |
| $ | 2,561 |
|
| $ | 1,731 |
|
| $ | 37,707 |
|
| $ | 41,999 |
|
Intangible assets with finite lives are amortized over their estimated
useful lives. Amortization periods of assets with finite lives are based onThe Company estimates that amortization expense for our existing other intangible assets will be approximately $40average $399 annually for each of the next five fiscal years. Actual amortization expense to be reported in future periods could differ from these estimates as a result of new intangible asset acquisitions, changes in useful lives or other relevant factors or changes.
11 |
Table of Contents |
LOWELL FARMS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
7.SHAREHOLDERS’ EQUITY
Shares Outstanding
The table below details the change in Company shares outstanding by class during the quartersix months ended March 31, 2021:
(in thousands) | Subordinate Voting Shares | Super Voting Shares |
Balance—December 31, 2020 | 57,617 | 203 |
Shares issued in connection with exercise of warrants | 1,324 | - |
Shares issued in connection with conversion of convertible debentures | 1,390 | - |
Shares issued in connection with asset acquisition | 22,644 | - |
Issuance of vested restricted stock units | 246 | - |
Balance—March 31, 2021 | 83,221 | 203 |
Subordinate | Super | |||||||
(in thousands) | Voting Shares | Voting Shares | ||||||
Balance-December 31, 2022 | 121,770 | 203 | ||||||
Balance-June 30, 2023 | 121,770 | 203 |
Warrants
A reconciliation of the beginning and ending balancebalances of warrants outstanding is as follows:
(in thousands) | ||||
Balance-December 31, | 173,435 | |||
Balance-June 30, 2023 | 173,435 |
Table of Contents |
LOWELL FARMS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
8. DEBT
Debt at March 31, 2021June 30, 2023 and December 31, 2020,2022, was comprised of the following:
March 31 | December 31, | |
(in thousands) | 2021 | 2020 |
Current portion of long-term debt | ||
Vehicle loans(1) | $183 | $170 |
Note payable(3) | 198 | 1,043 |
Total short-term debt | 381 | 1,213 |
Long-term debt, net | ||
Vehicle loans(1) | 189 | 233 |
Note payable(2) | 56 | 65 |
Note payable(3) | 40 | 5 |
Convertible debenture(4) | 13,629 | 13,701 |
Total long-term debt | 13,914 | 14,004 |
Total Indebtedness | $14,295 | $15,217 |
|
| June 30, |
|
| December 31, |
| ||
(in thousands) |
| 2023 |
|
| 2022 |
| ||
Current portion of long-term debt |
|
|
|
|
|
| ||
Vehicle loans(1) |
| $ | 8 |
|
| $ | 15 |
|
Mortgage payable(2) |
|
| - |
|
|
| 257 |
|
Note payable |
|
| - |
|
|
| 10 |
|
Convertible debenture(3) |
|
| 21,854 |
|
|
| 21,398 |
|
Total short-term debt |
|
| 21,862 |
|
|
| 21,680 |
|
|
|
|
|
|
|
|
|
|
Long-term debt, net |
|
|
|
|
|
|
|
|
Vehicle loans(1) |
|
| 1 |
|
|
| 3 |
|
Mortgage payable(2) |
|
| - |
|
|
| 8,713 |
|
Total long-term debt |
|
| 1 |
|
|
| 8,716 |
|
Total Indebtedness |
| $ | 21,863 |
|
| $ | 30,396 |
|
______________________ |
|
|
|
|
|
|
|
|
(1) Primarily fixed term loans on transportation vehicles. Weighted average interest rate at June 30, 2023 and December 31, 2022 was 6.3% and 6.4%, respectively. | ||||||||
(2) Mortgage payable associated with the acquired processing facility. Weighted average interest rate at December 31, 2022 was 12.5%,. Net of deferred financing costs as of December 31, 2022 $296. | ||||||||
(3) Net of deferred financing costs at June 30, 2023 and December 31, 2022 of $303 and $759, respectively. |
Stated maturities of debt obligations are as follows as of March 31, 2021:
March 31, | |
(in thousands) | 2021 |
2021 | $335 |
2022 | 196 |
2023 | 15,774 |
2024 | 21 |
2025 | 6 |
2026 and thereafter | 3 |
Total debt obligations | $16,335 |
|
| June 30, |
| |
(in thousands) |
| 2023 |
| |
Balance of 2023 |
| $ | 22,166 |
|
2024 |
|
| 1 |
|
Total debt obligations |
| $ | 22,167 |
|
13 |
Table of Contents |
LOWELL FARMS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
9. LEASES
A reconciliation of lease obligations for the quartersix months ended March 31, 2021,June 30, 2023, is as follows:
(in thousands) |
|
|
| |
Lease obligation |
|
|
| |
December 31, 2022 |
| $ | 33,999 |
|
Sale leaseback additions |
|
| 29,647 |
|
Lease principal payments |
|
| (1,142 | ) |
Lease remeasurement |
|
| (1,477 | ) |
Lease settlement |
|
| (1,202 | ) |
June 30, 2023 |
| $ | 59,825 |
|
During the three months ended June 30, 2023, the Company completed a sale leaseback of the Company’s drying and midstream processing facility. As a result of the transaction, the Company recorded a lease liability of $29,647.
During the three months ended June 30, 2023, the Company disposed of $1,202 of lease liabilities related to its Los Angeles distribution facility. In conjunction with the settlement, net of closing entries, the Company negotiated a $300 payment and recognized a $880 gain in other income on the consolidated statement of income.
All extension options that are reasonably certain to be exercised have been included in the measurement of lease obligations. The Company reassesses the likelihood of extension option exercise if there is a significant event or change in circumstances within its control.
Current and long-term portions of lease expense for the quarter ended Marchobligations at June 30, 2023 and December 31, 2021,2022, are as follows:
|
| June 30, |
|
| December 31, |
| ||
(in thousands) |
| 2023 |
|
| 2022 |
| ||
Lease obligation, current portion |
| $ | 1,592 |
|
| $ | 2,659 |
|
Lease obligation, long-term portion |
|
| 58,233 |
|
|
| 31,340 |
|
Total |
| $ | 59,825 |
|
| $ | 33,999 |
|
The key assumptions used in accounting for leases as of March 31, 2020June 30, 2023 were a weighted average remaining lease term of 18.117.8 years and a weighted average discount rate of 7.0%.
The key assumptions used in accounting for leases as of December 31, 2022 were a weighted average remaining lease term of 14.6 years and a weighted average discount rate of 6.0%.
The components of lease expense for the three and six months ended June 30, 2023 and 2022, are as follows:
|
| Three Months Ended |
|
| Six Months Ended |
| ||||||||||
|
| June 30, |
|
| June 30, |
|
| June 30, |
|
| June 30, |
| ||||
(in thousands) |
| 2023 |
|
| 2022 |
|
| 2023 |
|
| 2022 |
| ||||
Amortization of leased assets (1) |
| $ | 817 |
|
| $ | 840 |
|
| $ | 1,390 |
|
| $ | 1,657 |
|
Interest on lease liabilities (2) |
|
| 482 |
|
|
| 561 |
|
|
| 982 |
|
|
| 1,134 |
|
Total |
| $ | 1,299 |
|
| $ | 1,401 |
|
| $ | 2,372 |
|
| $ | 2,791 |
|
1) Included in cost of goods sold, general and administrative and other income/expense in the Condensed Consolidated Statements of Income (Loss).
2) Included in interest expense in the Condensed Consolidated Statements of Income (Loss).
The future lease payments with initial remaining terms in excess of one year as of March 31, 2021June 30, 2023 were as follows:
(in thousands) |
| June 30, 2023 |
| |
Balance of 2023 |
| $ | 2,923 |
|
2024 |
|
| 5,541 |
|
2025 |
|
| 5,559 |
|
2026 |
|
| 5,587 |
|
2027 and beyond |
|
| 90,806 |
|
Total lease payments |
|
| 110,416 |
|
Less imputed interest |
|
| (50,591 | ) |
Total |
| $ | 59,825 |
|
LOWELL FARMS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
10. SHARE-BASED COMPENSATION
During 2019 the Company’s Board of Directors (the “Board”), adopted the 2019 Stock and Incentive Plan (the “Plan”), which was amended in April 2020.2020, February 2021 and June 2023. The Plan permits the issuance of stock options, stock appreciation rights, stock awards, share units, performance shares, performance units and other stock-based awards, and, asawards. On June 22, 2023 at the Annual General Meeting of March 31, 2021,the Shareholders, the total number of shares was increased to 23.2 million shares from 13.2 million shares have been authorized to be issued under the Plan and 4.12as of June 30, 2023, 16.2 million shares are available for future grant.grants. The Plan provides for the grant of options as either non-statutory stock options or incentive stock options and restricted stock units to employees, officers, directors, and consultants of the Company to attract and retain persons of ability to perform services for the Company and to reward such individuals who contribute to the achievement by the Company of its economic objectives. The awards granted generally vest in 25% increments over a four-year period and option awards expire 6 years from grant date.
The Plan is administered by the Board or a committee appointed by the Board, which determines the persons to whom the awards will be granted, the type of awards to be granted, the number of awards to be granted, and the specific terms of each grant, including the vesting thereof, subject to the provisions of the Plan.
No grants were made to employees during the three and six months ended June 30, 2023. During the quartersix months ended March 31, 2021,June 30, 2022, the Company granted shares to certain employees as compensation for services. These shares were accounted for in accordance with ASC 718 –- Compensation –- Stock Compensation. The Company amortizes awards over the service period and until awards are fully vested.
For the quartersthree and six months ended March 31, 2021,June 30, 2023 and March 31, 2020,2022, share-based compensation expense recorded to the Company’ s consolidated statements of operations were:
Three Months Ended March 31, | ||
(in thousands) | 2021 | 2020 |
Cost of goods sold | $- | $- |
General and administrative expense | 287 | 1,612 |
Total share based compensation | $287 | $1,612 |
|
| Three Months Ended |
|
| Six Months Ended |
| ||||||||||
|
| June 30, |
|
| June 30, |
|
| June 30, |
|
| June 30, |
| ||||
(in thousands) |
| 2023 |
|
| 2022 |
|
| 2023 |
|
| 2022 |
| ||||
Cost of goods sold |
| $ | - |
|
| $ | - |
|
| $ | - |
|
| $ | - |
|
General and administrative expense |
|
| 41 |
|
|
| 157 |
|
|
| 101 |
|
|
| 318 |
|
Total share-based compensation |
| $ | 41 |
|
| $ | 157 |
|
| $ | 101 |
|
| $ | 318 |
|
The following table summarizes the status of stock option grants and unvested awards as at and for the quartersix months ended March 31, 2021:
Weighted-Average | Weighted-Average | Aggregate | ||
(in thousands except per share amounts) | Stock Options | Exercise Price | Remaining Contractual Life | Intrinsic Value |
Outstanding—December 31, 2020 | 6,260 | $0.97 | 4.7 | $3,162 |
Granted | 1,630 | $1.44 | ||
Exercised | - | - | ||
Cancelled | (251) | $1.76 | ||
Outstanding—March 31, 2021 | 7,639 | $0.95 | 4.7 | |
Exercisable—March 31, 2021 | 924 | $2.01 | 3.3 | $142 |
Vested and expected to vest—March 31, 2021 | 7,639 | $0.95 | 4.7 | $4,276 |
|
| Stock |
|
| Weighted-Average |
|
| Weighted Average Remaining |
|
| Aggregate |
| ||||
(in thousands except per share amounts) |
| Options |
|
| Exercise Price |
|
| Contractual Life |
|
| Intrinsic Value |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Outstanding-December 31, 2022 |
|
| 10,069 |
|
| $ | 0.47 |
|
|
| 4.6 |
|
| $ | - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Granted |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
Exercised |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
Cancelled |
|
| (2,663 | ) |
|
| 0.44 |
|
|
| - |
|
|
| - |
|
Outstanding-June 30, 2023 |
|
| 7,406 |
|
| $ | 0.48 |
|
|
| 4.1 |
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable-June 30, 2023 |
|
| 3,761 |
|
| $ | 0.67 |
|
|
| 3.4 |
|
| $ | - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vested and expected to vest-June 30, 2023 |
|
| 7,406 |
|
| $ | 0.48 |
|
|
| 4.1 |
|
| $ | - |
|
The weighted-average fair value of options granted during the quarterthree and six months ended March 31, 2021,June 30, 2022, estimated as of the grant date was $
15 |
Table of Contents |
LOWELL FARMS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
The following table summarizes the status of restricted stock unit (“RSU”) grants and unvested awards as at and for the quartersix months ended March 31, 2021:
Weighted-Average | ||
(in thousands except per share amounts) | RSUs | Fair Value |
Outstanding—December 31, 2020 | 450 | $0.33 |
Granted | 1,295 | $1.14 |
Vested | - | - |
Cancelled | (10) | - |
Outstanding—March 31, 2021 | 1,735 | $0.93 |
|
|
|
| Weighted-Average |
| |||
(in thousands) |
| RSUs |
|
| Fair Value |
| ||
|
|
|
|
|
|
| ||
Outstanding-December 31, 2022 |
|
| 208 |
|
| $ | 1.1 |
|
|
|
|
|
|
|
|
|
|
Granted |
|
| - |
|
|
| - |
|
Vested |
|
| - |
|
|
| - |
|
Cancelled |
|
| (87 | ) |
|
| 1.02 |
|
Outstanding-June 30, 2023 |
|
| 121 |
|
| $ | 1.1 |
|
As of March 31, 2021,June 30, 2023, there was $
For the three and six months ended June 30, 2022, the fair value of the restricted stock units and stock options granted waswere determined using the Black-Scholes option-pricing model with the following weighted average assumptions at the time of grant.
Three Months Ended March 31, | 2021 | 2020 |
Expected volatility | 50% | 50% |
Dividend yield | 0% | 0% |
Risk-free interest rate | 0.73% | 2.2% |
Expected term in years | 4.25 | 10 |
Stock Options
Six Months Ended | ||||
June 30, | ||||
2022 | ||||
Expected volatility | 50 | % | ||
Dividend yield | 0 | % | ||
Risk-free interest rate | 1.0 | % | ||
Expected term in years | 4.50 |
16 |
Table of Contents |
LOWELL FARMS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
11. INCOME TAXES
Coronavirus Aid, Relief and Economic Security Act
On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was enacted and signed into law in response to the market volatility and instability resulting from the COVID-19 pandemic. It includes a significant number of tax provisions and lifts certain deduction limitations originally imposed by the Tax Cuts and Jobs Act of 2017 (the “2017 Act”). The changes are mainly related to: (1) the business interest expense disallowance rules for 2019 and 2020;2020; (2) net operating loss rules;rules; (3) charitable contribution limitations;limitations; (4) employee retention credit;credit; and (5) the realization of corporate alternative minimum tax credits.
The Company continues to assess the impact and future implication of these provisions;provisions; however, it does not anticipate any amounts that could give rise to a material impact to the overall consolidated financial statements.
The provision for income tax expense for the three months ended March 31, 2021,June 30, 2023, was $63,$50, representing aan effective tax rate of 0.95%-217%, compared to an income tax expense of $25$60 for the three months ended March 31, 2020,June 30, 2022, representing an effective tax rate of 0.32%-1.32%.
12. NET LOSS PER SHARE
Net earnings/(loss)loss per share represents the net earnings/loss attributable to shareholders divided by the weighted average number of shares outstanding during the period on an as converted basis.
Three Months Ended March 31, | ||
(in thousands except per share amounts) | 2021 | 2020 |
Net loss | $(6,719) | $(7,874) |
Basic | ||
Weighted average subordinate voting shares(1) | 53,592 | 32,988 |
Basic earnings (loss) per share | $(0.13) | $(0.24) |
Diluted | ||
Weighted average subordinate voting shares(1) | 53,592 | 32,988 |
Effects of Potential Dilutive Shares | ||
Options | - | - |
Warrants | - | - |
Restricted stock units | - | - |
Diluted weighted average subordinate voting shares | 53,592 | 32,988 |
Diluted earnings (loss) per share | $(0.13) | $(0.24) |
|
| Three Months Ended |
|
| Six Months Ended |
| ||||||||||
|
| June 30, |
|
| June 30, |
|
| June 30, |
|
| June 30, |
| ||||
(in thousands except per share amounts) |
| 2023 |
|
| 2022 |
|
| 2023 |
|
| 2022 |
| ||||
Net loss |
| $ | (73 | ) |
| $ | (4,614 | ) |
| $ | (4,113 | ) |
| $ | (8,671 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
| $ | (0.01 | ) |
| $ | (0.04 | ) |
| $ | (0.03 | ) |
| $ | (0.08 | ) |
Diluted |
| $ | (0.01 | ) |
| $ | (0.04 | ) |
| $ | (0.03 | ) |
| $ | (0.08 | ) |
Weighted average shares outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
| 121,770 |
|
|
| 112,026 |
|
|
| 121,770 |
|
|
| 111,981 |
|
Diluted |
|
| 121,770 |
|
|
| 112,026 |
|
|
| 121,770 |
|
|
| 111,981 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average potentially diluted shares (1): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic shares |
|
| 121,770 |
|
|
| 112,026 |
|
|
| 121,770 |
|
|
| 111,981 |
|
Total weighted average potentially diluted shares: |
|
| 121,770 |
|
|
| 112,026 |
|
|
| 121,770 |
|
|
| 111,981 |
|
(1) On an as converted basis.
17 |
Table of Contents |
LOWELL FARMS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
13. FAIR VALUE MEASUREMENTS
Accounting standards define fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value. An asset’s or liability’s level is based on the lowest level of input that is significant to the fair value measurement. Assets and liabilities carried at fair value are valued and disclosed in one of the following three levels of the valuation hierarchy:
Level 1: Quoted market prices in active markets for identical assets or liabilities.
Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data.
Level 3: Unobservable inputs reflecting the reporting entity’s own assumptions.
At MarchJune 30, 2023 and December 31, 2021 and 2020,2022 the carrying value of cash and cash equivalents, accounts receivable, prepaid expense and other current assets, accounts payable and other current liabilities approximate fair value due to the short-term nature of such instruments.
The carrying value of the Company'sCompany’s debt approximates fair value based on current market rates (Level 2).
Nonrecurring fair value measurements
The Company uses fair value measures when determining assets and liabilities acquired in an acquisition as described above in the Notes Toto Condensed Consolidated Financial Statements, which are considered a Level 3 measurement.
14.COMMITMENTS AND CONTINGENCIES
Commitments
As of June 30, 2023, the Company signed a letterhas entered into purchase commitments for additional manufacturing equipment. Of the total remaining purchase commitment of intent to expand its cultivation footprint. The agreement contemplates a land-lease from a developer that has prepared$2.9 million, approximately $0.7 million is accrued but unpaid within Other Current Liabilities on the property for cannabis cultivation. Lowell would be responsible for constructions costsConsolidated Balance Sheet and the remaining purchase commitment of greenhouses using cash raised$2.2 million is due in 2023 as the equity offering in December 2020equipment is manufactured and cash generated from operations. The transaction is subject to final site due-diligence and negotiation of construction contracts. In the event the transaction contemplated in the letter of intent is pursued, the Company anticipates the site will be ready for operation in the second half of 2022.
Contingencies
The Company’s operations are subject to a variety of local and state regulation. Failure to comply with one or more of those regulations could result in fines, restrictions on its operations, or losses of permits that could result in the Company ceasing operations. While management of the Company believes that the Company is in compliance with applicable local and state regulation as of March 31, 2021,June 30, 2023, cannabis regulations continue to evolve and are subject to differing interpretations. As a result, the Company may be subject to regulatory fines, penalties or restrictions in the future. In
The Company is being audited by the IRS for years 2019 and 2020 the Company entered into a payment plan offered by California regulatory authorities to pay certain excise and cultivation taxes over a 12 month period. If such taxes are not paid in accordance to the agreed payment plan the Company couldmay be subject to certain late payment penalties.
Litigation and Claims
From time to time, the Company may be involved in litigation relating to claims arising out of operations in the normal course of business. As of March 31, 2021,June 30, 2023, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of the Company’s operations. There are also no proceedings in which any of the Company’s directors, officers or affiliates are an adverse party or have a material interest adverse to the Company’s interest.
18 |
Table of Contents |
LOWELL FARMS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
15. GENERAL AND ADMINISTRATIVE EXPENSES
For the Company experienced a small fire at its manufacturing facility which resulted in suspending certain operations until the facility was repaired.
Three Months Ended March 31, | ||
(in thousands) | 2021 | 2020 |
Salaries and benefits | $981 | $996 |
Professional fees | 482 | 599 |
Licensing and supplies | 75 | - |
Share-based compensation | 289 | 1,612 |
Administrative | 633 | 584 |
Total general and administrative expenses | $2,460 | $3,791 |
|
| Three Months Ended |
|
| Six Months Ended |
| ||||||||||
|
| June 30, |
|
| June 30, |
|
| June 30, |
|
| June 30, |
| ||||
(in thousands) |
| 2023 |
|
| 2022 |
|
| 2023 |
|
| 2022 |
| ||||
Salaries and benefits |
| $ | 757 |
|
| $ | 1,488 |
|
| $ | 1,686 |
|
| $ | 2,458 |
|
Professional fees |
|
| 364 |
|
|
| 263 |
|
|
| 527 |
|
|
| 522 |
|
Share-based compensation |
|
| 41 |
|
|
| 157 |
|
|
| 101 |
|
|
| 318 |
|
Insurance |
|
| 253 |
|
|
| 357 |
|
|
| 524 |
|
|
| 704 |
|
Administrative |
|
| 146 |
|
|
| 384 |
|
|
| 346 |
|
|
| 810 |
|
Total general and administrative expenses |
| $ | 1,561 |
|
| $ | 2,649 |
|
| $ | 3,184 |
|
| $ | 4,813 |
|
16. RELATED-PARTY TRANSACTIONS
Transactions with related parties are entered into in the normal course of business and are measured at the amount established and agreed to by the parties.
During October 2022, Cannaco Research Corporation, an existing customer, became a related party when a new member joined the Board of Directors. Total sales recognized for Cannaco Research Corporation for the six months ended June 30, 2023 and consulting2022 were $180 and $36, respectively. For the six months ended June 30, 2023 and 2022, cash collected from Cannaco Research Corporation was $216 and $81, respectively. In December, 2022, the Company entered into an agreement with Cannaco Research Corporation to lease approximately 2,000 square feet of warehouse space in Los Angeles to facilitate distribution services through a Management Services Agreement with Edibles Management, LLC (“EM”). EMin the area. The lease is a limited liability company owned by the co-founders of Lowell and was formed to provide Lowell with certain administrative functions comprising: cultivation, distribution, and production operations support; general administration; corporate development; human resources; finance and accounting; marketing; sales; legal and compliance. The12 month storage agreement provided for the dollar-for-dollar reimbursement of expenses incurred by EM in performance of its services. Amounts paidwarehouse space. Total payments to EMCannaco Research Corporation for the quarterlease were $30 in the six months ended March 31, 2020 was $
17. SEGMENT INFORMATION
The Company'sCompany’s operations are comprised of a single reporting operating segment engaged in the production and sale of cannabis products in the United States. As the operations comprise a single reporting segment, amounts disclosed in the financial statements also represent a single reporting segment.
18. SUBSEQUENT EVENTS
The Company has evaluated other potential subsequent events through May 17, 2021,August 10, 2023, the date the financial statements were available to be issued.
19 |
Table of Contents |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results
of OperationsMANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR THE QUARTERSTHREE AND SIX MONTHS ENDED MARCH 31, 2021JUNE 30, 2023 AND 2020
This management'smanagement’s discussion and analysis ("(“MD&A"&A”) of the financial condition and results of operations of the Company is for the quartersthree and six months ended March 31, 2021June 30, 2023 and 2020.2022. It is supplemental to, and should be read in conjunction with, the Company'sCompany’s consolidated financial statements and the accompanying notes for the year ended December 31, 2020.2022. All dollar amounts in this MD&A are expressed in thousands of United States dollars ("(“$"” or "US$"“US$”), unless otherwise indicated.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking statements. In some cases, you can identify these statements by forward-looking words such as “may”, “will”, “would”, “could”, “should”, “believes”, “estimates”, “projects”, “potential”, “expects”, “plans”, “intends”, “anticipates”, “targeted”, “continues”, “forecasts”, “designed”, “goal”, or the negative of those words or other similar or comparable words. Any statements contained in this Quarterly Report on Form 10-Q that are not statements of historical facts may be deemed to be forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition, results of operations and future growth prospects. The forward-looking statements contained herein are based on certain key expectations and assumptions, including, but not limited to, with respect to expectations and assumptions concerning receipt and/or maintenance of required licenses and third party consents and the success of our operations, are based on estimates prepared by us using data from publicly available governmental sources, as well as from market research and industry analysis, and on assumptions based on data and knowledge of this industry that we believe to be reasonable. These forward-looking statements are not guarantees of future performance or development and involve known and unknown risks, uncertainties and other factors that are in some cases beyond our control. As a result, any or all of our forward-lookingforward- looking statements in this Quarterly Report on Form 10-Q may turn out to be inaccurate. Factors that may cause actual results to differ materially from current expectations include, among other things, those listed under “Risk Factors” in our registration statement on Form 10, as amended May 7, 202110-K for the year ended December 31, 2022, (the “Form 10”10-K”). Except as required by law, we assume no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available after the date of this Quarterly Report on Form 10-Q. You should, however, review the factors and risks we describe in the reports we will file from time to time with the SEC after the date of this Quarterly Report on Form 10-Q.
OVERVIEW OF THE COMPANY
We are a California-based cannabis company with vertically integrated operations including large scale cultivation, extraction, processing, manufacturing, branding, packaging and wholesale distribution to retail dispensaries. We manufacture and distribute proprietary and a limited number of third-party brands throughout the State of California, the largest cannabis market in the world. We also provide manufacturing, extraction and distribution services to several third-party cannabis and cannabis branding companies. We operate a 225,000255,000 square foot greenhouse cultivation and warehouse facility and a 40,000 square foot processing facility in Monterey County, a 15,000 square foot manufacturing and laboratory facility in Salinas, California, a separate 20,00021,000 square foot distribution and flower packing facility in Salinas, California and a warehouse depot and distribution vehicles in Los Angeles, California.
Product Offerings
Our product offerings include flower, vape pens, oils, extracts, chocolate edibles, mints, gummies, beverages, tinctures and pre-rolls. We sell our products under owned and third-party brands.
Brands we own include the followingfollowing:
o | Lowell Herb Co. and Lowell Smokes - a premium brand of packaged flower, pre-roll, concentrates, and vape products. | |
o | Lowell 35s - a premium branded product line of pre-rolls produced from an automated machine. | |
o | House Weed - a value driven flower, vape and concentrates offering, delivering a flavorful and potent experience with dependable quality. | |
o | Kaizen - a premium brand offering a full spectrum of cannabis concentrates. | |
o | Moon - offers a range of cannabis bars, bites and fruit chews in a variety of flavors, focusing on high-quality and high-value. | |
o | Original Pot Company - infuses its quality baked edibles with cannabis extract. | |
o | Cypress Cannabis - a premium flower brand reserved for the Company’s highest potency harvests from its greenhouses. | |
o | Humble Flower - a product line of topicals, pre-rolls and functional pressed sublingual tablets. | |
o | Flavor Extracts - provides a value line of concentrates like crumble and terp sugar (which is a cannabis product with isolated and enhanced flavor and aromas) products that are hand-selected for optimum flavor and premium color. |
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The Lowell Herb Co. and Lowell Smokes (premium packaged flower, pre-roll, concentrates, and vape products); Cypress Reserve (a premium flower brand); Flavor Extracts (crumble and terp sugar products): Kaizen (premium brand cannabis concentrates): House Weed (a value driven flower and concentrates offering deliveringbrands were acquired in a flavorful and potent experience); Moon (a range of high-potency, high-quality and high-value edibles); Altai (hand-crafted and award-winning edibles); Humble Flower (a premium brand offering cannabis-infused topical creams, balms and oils); Original Pot Company (baked edibles); CannaStripe (gummy edibles); and Acme Elixirs (high quality, lab-tested vaporizing pens). business acquisition during 2021. Our remaining brands were developed prior to such acquisition.
We also exclusively manufacture and distribute third partyother third-party brands in California and provide third partythird-party extraction processing and distribution services and bulk extraction concentrates and flower to licensed manufacturers and distributors.
Proposed Debt Settlement, Asset Sale and Financing
On March 15, 2023, we announced entering into a binding letter of intent (the “LOI”) with the Company’s existing noteholders of the Company’s convertible debentures for the sale of the Lowell Smokes and 35s brands and associated intellectual property to BrandCo, a newly formed Delaware limited liability company, and the assignment of the related license agreements and material contracts to BrandCo and in return the noteholders have agreed to forgive all indebtedness owing under the debentures, and cancel the related warrants to acquire an aggregate of approximately 212 million subordinate voting shares of the Company and the Company will issue approximately 100 million shares of the Company’s subordinate voting shares to BrandCo representing no more than 49% of the issued and outstanding number of subordinate voting shares.
The Company will receive a 15% royalty on net revenue received by Lowell brands in connection with the assigned contracts. The Company will receive a 42 month exclusive license agreement to use the “Lowell Smokes” and “35s” brands within California and will retain license revenue in Illinois, Massachusetts, Colorado, New Mexico and Arizona for six months following the closing of the sale. As of the date of this report, the deal has not been closed. The closing of the proposed transaction is subject to the negotiation and execution of the definitive deal documentation and the satisfaction of all applicable closing conditions.
Sale Leaseback Transaction
On May 23, 2023 we announced the closing of a sale leaseback transaction of the drying and midstream processing facility in Monterey, California. Total consideration of the purchase was $19.4 million. In conjunction with the transaction, the mortgage on the property as assumed by the buyer and the Company received approximately $9.0 million, net of transaction costs. The Company assigned a mortgage of $9.4 million, net of previously paid deposits and unpaid liabilities and leased backed property with a net book value of $15.5 million. In conjunction with the transaction, the Company recognized a $3.0 million gain on the condensed consolidated statement of income (loss).
Cultivation
We conduct cannabis cultivation operations located in Monterey County, California. We currently operate a cultivation facility which includes four greenhouses totaling approximately 225,000255,000 square feet sited on 10 acres located on Zabala Road. Farming cannabis at this scale enables us to curate specialized strains and maintain greater control over the quantity and quality of cannabis available for our products, preserving the consistency of our flower and cannabis feedstocks for our extraction laboratory and product manufacturing operations.
The first harvest was in the third quarter of calendar year 2017. In 2021 we completed a series of facility upgrades to our greenhouses and supporting infrastructure, which increased facility output approximately four times from that generated in 2019. These facility improvements include separate grow rooms configured with drop-shades, supplemental lighting, upgraded electrical capability with environmental controls and automated fertigation, and raised gutter height in two of the greenhouses. We harvested approximately 17,000, 32,000 and 34,000 pounds of flower in 2020, 2021 and 2022, respectively, and are currently projecting to harvest roughly 28,000 pounds in 2023 after factoring in lower than expected yields throughout the first half of 2023. We have invested approximately $8.1 million in our greenhouse renovations to date. These renovations and improvements to the greenhouses were to reduce unit costs of cultivation and we are focusing on additional labor saving mechanisms and reducing nutrient inputs.
We maintain a strict quality control process which facilitates a predictable output yield of pesticide-free products.
Extraction
Extraction operations were first launched by us in the third quarter of 2017 with the commissioning of our 5,000 square foot licensed laboratory within our Salinas manufacturing facility. The hydrocarbon lab contains six separate rooms that can each house one independent closed loop volatile extraction machine (meaning that the machine does not expose the products to open air), which are designed to process the cannabis through the application of hydrocarbon or ethanol solvents, to extract certain concentrated resins and oils from the dried cannabis. This process is known as volatile extraction, which is an efficient and rapid method of extracting cannabis. These resins, oils and concentrates are sold as inhalable products known as “shatter,” “rosin,” “wax,” “sugar,” “diamonds,” “caviar,” and “crumble”.
We currently own and operate five closed loop volatile extraction machines, each housed in a separate room, and each having the capacity to process approximately 100 pounds of dry product per day yielding approximately 5 kilograms of cannabis concentrates. We also currently own and operate 14 purge ovens to work in conjunction with the 5 extraction units in the laboratory. Purge ovens, also known as vacuum ovens, are used after the processing by the extraction units to remove the solvents from the end-product in a low pressure and high heat environment.
In 2021 we commenced solventless extraction activities with the capacity to process approximately 120 pounds of biomass daily yielding approximately 4 kilograms of cannabis concentrates. We currently own and operate one extraction unit which works in conjunction with 5 freeze dryers, 2 ice machines, 3 water filtration systems, 1 UV sterilizer, 2 rosin presses and an 80 square foot walk-in freezer. The solventless process yields a superior product to the volatile extraction process and is the fastest growing category in concentrates.
The extraction operations utilize cannabis feedstocks from our cultivation site, supplemented with feedstock acquired from multiple third-party cultivations. Concentrate production is packaged as branded extracts, such as crumble, shatter, wax and sugar for distribution, incorporated into its manufactured edible products and sold in bulk to other licensed enterprises. In addition, extraction is provided on a fee-based service on third-party material.
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Manufacturing
Our manufacturing facility is located in Salinas, California and houses our edible product operations and extraction and distillation operations. The edible product operations utilize internally produced cannabis oil, which can also be supplied from multiple external sources. Our manufacturing operations produce a wide variety of cannabis-infused products and occupies 10,000 square feet in our 15,000 square foot manufacturing facility in Salinas. Our productsproduction capabilities include chocolate confections, beverages, baked goods, hard and soft non-chocolate confections, and topical lotions and balms. Lowell Farms utilizes modern commercial production equipment and employs food grade manufacturing protocols, including industry-leading standard operating procedures designed so that its products meet stringent quality standards. We have implemented updated compliance, packaging and labeling standards to meet theall regulatory requirements, ofincluding the California MedicalMedicinal and Adult-Use Cannabis Regulation and Safety ActAct.
In 2022 we acquired advanced automated pre-roll production equipment to launch our automated pre-roll line, Lowell 35s. The equipment consists of an automated filler that is capable and producing 180 pre-rolls per minute and an automated packaging machine capable of packaging 50 packs of pre-rolls per minute, with each pack containing 10 pre-rolls per pack. Production began during the adventthird quarter of adult use legalization in California.
We also operate an automated flower filling and packaging line and atwo automated pre-roll assembly linelines for making finished goods in those respective categories with feedstockcannabis grown by the Lowell Farms cultivation operations acquired in the Lowell Acquisitions described under “Recent Developments” below.
Processing
In connection with the agreement, the Company changed its name from Mezzotin Minerals Inc. to Indus Holdings, Inc.
Distribution and Distribution Services
We have a primary distribution center, warehouse and packing facility located in Salinas, California and a warehouse depot in Los Angeles, California. We provide physical warehousing and delivery to retail dispensary customers throughout the Company changed its corporate nameState of California for our manufactured products as well as third-party branded products distributed on behalf of other licensed product manufacturers. Deliveries are made daily to over 80% of the licensed dispensaries in California utilizing a fleet of 20 owned and leased vehicles. We provide warehousing, delivery, customer service and collection services for select third-party brands.
Technology Platform
We maintain an automated, on-demand supply chain logistics platform, utilizing e-commerce, enterprise resource planning and other technology to manage product movement, order taking and logistics needs.
Inventory Management
We have comprehensive inventory management procedures, which we believe are compliant with the rules set forth by the California Department of Cannabis Control (formerly the California Department of Consumer Affairs’ Bureau of Cannabis Control) and all other applicable state and local laws, regulations, ordinances, and other requirements. These procedures ensure strict control over Lowell Farms’ cannabis and cannabis product inventory from cultivation or manufacture to sale and delivery to a licensed dispensary, distributor or manufacturer, or disposal as cannabis waste. Such inventory management procedures also include measures to prevent contamination and maintain the quality of the products cultivated, manufactured or distributed.
Sources, Pricing and Availability of Raw Materials, Component Parts or Finished Products
We presently source flower for sale primarily from our cultivation facility. We have developed relationships with local cannabis growers whereby flower quantities are readily available at competitive prices should the sourcing need arise. We source our biomass needs in extraction from our cultivation facility and from third-party suppliers. Additional biomass material is readily available from multiple sources at competitive prices. Lowell Farms Inc. effective March 1, 2021.
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Reconciliations of Non-GAAP Financial and Performance Measures
The Company has provided certain supplemental non-GAAP financial measures in this MD&A. Where the Company has provided such non-GAAP financial measures, we have also provided a reconciliation below to the most comparable GAAP financial measure, see “Reconciliations of
In this MD&A, reference is made to adjusted EBITDA and working capital which are not measures of financial performance under GAAP. The Company calculates each as follows:
EBITDA is net income (loss), excluding the effects of income taxes (recovery);; net interest expense;expense; depreciation and amortization;amortization; and adjusted EBITDA also includes non-cash fair value adjustments on investments; unrealized foreign currency gains/losses;losses; share-based compensation expense;expense; and other transactional and special expenses, such as out-of-period insurance and tax recoveries and acquisition costs and expenses related to the markup of acquired finished goods inventory, which are inconsistent in amount and frequency and are not what we consider as typical of our continuing operations. Management believes this measure provides useful information as it is a commonly used measure in the capital markets and as it is a close proxy for repeatable cash generated by operations. We use adjusted EBITDA internally to understand, manage, make operating decisions related to cash flow generated from operations and evaluate our business. In addition, we use adjusted EBITDA to help plan and forecast future periods.
Working capital is current assets less current liabilities. Management believes the calculation of working capital provides additional information to investors about the Company’s liquidity. We use working capital internally to understand, manage, make operating decisions related to cash flow required to fund operational activity and evaluate our business cash flow needs. In addition, we use working capital to help plan and forecast future periods.
These measures are not necessarily comparable to similarly titled measures used by other companies.
The table below reconciles Net Lossloss to Adjusted EBITDA for the periods indicated.
Periods Ended March 31, | Three Months | |
(in thousands) | 2021 | 2020 |
Net income/(loss) attributable to Lowell Farms, Inc. | $(6,719) | $(7,874) |
Interest expense | 831 | 850 |
Provision for income taxes | 63 | 25 |
Depreciation in cost of goods sold | 584 | 514 |
Depreciation and amortization in operating expenses | 324 | 363 |
EBITDA | (4,917) | (6,122) |
Investment and currency (gains)/ losses | (106) | (85) |
Share-based compensation | 289 | 1,612 |
Net effect of cost of goods on mark-up of acquired finished goods inventory | 167 | - |
Adjusted EBITDA(1) | $(4,569) | $(4,594) |
|
| Three Months Ended |
|
| Six Months Ended |
| ||||||||||
|
| June 30, |
|
| June 30, |
|
| June 30, |
|
| June 30, |
| ||||
(in thousands) |
| 2023 |
|
| 2022 |
|
| 2023 |
|
| 2022 |
| ||||
Net loss |
| $ | (73 | ) |
| $ | (4,614 | ) |
| $ | (4,113 | ) |
| $ | (8,671 | ) |
Interest expense |
|
| 1,151 |
|
|
| 1,339 |
|
|
| 2,810 |
|
|
| 2,649 |
|
Provision for income taxes |
|
| 50 |
|
|
| 60 |
|
|
| 99 |
|
|
| 135 |
|
Depreciation and amortization in cost of goods sold |
|
| 1,340 |
|
|
| 1,628 |
|
|
| 2,430 |
|
|
| 2,888 |
|
Depreciation and amortization in operating expenses |
|
| 108 |
|
|
| 123 |
|
|
| 214 |
|
|
| 231 |
|
Depreciation and amortization in other income (expense) |
|
| - |
|
|
| 171 |
|
|
| - |
|
|
| 314 |
|
EBITDA(1) |
|
| 2,576 |
|
|
| (1,293 | ) |
|
| 1,440 |
|
|
| (2,454 | ) |
Investment and currency (gains)/ losses |
|
| 28 |
|
|
| 37 |
|
|
| 28 |
|
|
| 107 |
|
Goodwill impairment |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
Share-based compensation |
|
| 41 |
|
|
| 157 |
|
|
| 101 |
|
|
| 318 |
|
Transaction and other charges |
|
| (3,884 | ) |
|
| - |
|
|
| (3,884 | ) |
|
| 30 |
|
Adjusted EBITDA(1) |
| $ | (1,239 | ) |
| $ | (1,099 | ) |
| $ | (2,315 | ) |
| $ | (1,999 | ) |
(1)Non-GAAP measure
RESULTS OF OPERATIONS
Three Months Ended March 31, 2021June 30, 2023 Compared to QuarterThree Months Ended March 31, 2020
Revenue
We derive our revenue from sales of extracts, distillates, branded and packaged cannabis flower, pre-rolls, concentrates and edible products to retail licensed dispensaries and bulk flower, biomass and concentrates to licensed manufacturers and distributors in the stateState of California. In addition, we distribute proprietary and several third-party brands throughout the stateState of California.California, and commencing in the quarter ended September 30, 2021, we began providing fee services for drying and processing third-party product for licensed cultivators in the State of California and as well as licensing the Lowell Smokes brand in Illinois and Massachusetts. The Company recognizes revenue upon delivery of goods to customers since at this time performance obligations are satisfied.
The Company classifies its revenues into threethe following major categories: Owned, AgencyConsumer Packaged Goods (“CPG”) revenue, Bulk revenue, LFS revenue, and Distributed brands.
· | CPG products are primarily sales of proprietary brands of the Company. | |
· | Bulk product includes revenue from flower, biomass and distillates sales. | |
· | LFS revenue is related to our processing facility that provides drying, bucking, trimming, sorting, grading, packaging services and third-party bulk flower sales. | |
· | Licensing revenue includes fees from licensing the Lowell Smokes brand and sales of packaging and support services associated with non-California based activities. |
Previously the Company categorized its revenues as owned, agency and distributed brands areand has reclassified the proprietary brandsprior period categorization to conform with current period presentation.
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Revenue by Category
Three Months Ended June 30, 2023 Compared to Three Months Ended June 30, 2022:
|
| Three Months Ended |
|
|
|
|
|
| ||||||||
|
| June 30, |
|
| June 30, |
|
|
|
|
|
|
| ||||
(in thousands) |
| 2023 |
|
| 2022 |
|
| $ Change |
|
| % Change |
| ||||
CPG |
| $ | 4,438 |
|
| $ | 7,444 |
|
| $ | (3,006 | ) |
|
| -40 | % |
Bulk |
|
| 2,263 |
|
|
| 3,415 |
|
|
| (1,152 | ) |
|
| -34 | % |
Lowell Farm Services |
|
| 94 |
|
|
| 2,048 |
|
|
| (1,954 | ) |
|
| -95 | % |
Licensing |
|
| 237 |
|
|
| 274 |
|
|
| (37 | ) |
|
| -14 | % |
Net revenue |
| $ | 7,032 |
|
| $ | 13,181 |
|
| $ | (6,149 | ) |
|
| -47 | % |
CPG revenues decreased $3.0 million for the three months ended June 30, 2023, compared to the same period of the Company.
Quarter Ended March 31, | 2021 v 2020 | ||
(in thousands) | 2021 | 2020 | % Change |
Owned | $9,667 | $5,207 | 86% |
Agency | 1,230 | 2,709 | -55% |
Distributed | 129 | 1,526 | -91% |
Net revenue | $11,026 | $9,442 | 17% |
Bulk sales decreased $1.2 million in the three months ended June 30, 2023 compared to the same period in the prior year. The decrease in revenue in the current period was driven by a 54% decrease in total pounds sold but a 28% increase in price per pound, reflecting both favorable market conditions and atmospheric conditions as occurred at the endchange in product mix during the two compared periods. Comparing premium quality bulk flower sales, price per pound is up 37% in the three months ended June 30, 2023 compared to the same period in the prior year while pounds sold declined 66% over the same period, partially driven by the impact of adverse weather that impacted harvests during the period.
LFS and licensing revenues generated $0.1 million and $0.2 million in the three months ended June 30, 2023, respectively, compared to generating $2.0 million and $0.3 million in the same period of the summerprior year, respectively. The decline in 2020. Flower capacityLFS revenue was driven by a reduction in 2021 is expected to increase to over 40,000 pounds harvested, more than twicethird-party bulk processing and bulk sales while the harvestdecline in 2020. The increased output will also increase internally sourced materials for distillation and concentrate products. Revenues are also expected to increase, although at a lesser pace, through improved penetrationlicensing revenue was driven by lower sales volume with out of edible products and selective new product introductions including pre-rolls, vapes and gummies. Our focus on agency and distributed brand sales will continue to be on those brands that
Cost of Sales, Gross Profit and Gross Margin
Cost of goods sold consist of direct and indirect costs of production processing and distribution, and includes amounts paid for direct labor, raw materials, packaging, operating supplies, and allocated overhead, which includes allocations of right of use asset depreciation, insurance, managerial salaries, utilities, and other expenses, such as employee training, cultivation taxes and product testing. The Company manufactures products for certaina few brands and processes for cultivators that do not have the capability, licensing or capacity to manufactureprocess their own products. The fees earned for these activities absorbsabsorb fixed overhead in manufacturing.manufacturing and generates service revenue. Our focus in 2021 is2023 has been on flower, pre-rolls and concentrates from our expanded cultivation operations,growing the Lowell 35s brand, including infused Lowell 35s, and on increased vertical integration utilizing greater internally sourced biomass for edibleselling and vape products. We are focusing on executing smaller, more frequent production runs to lower inventory working capital, optimize efficienciesprocessing owned and expedite product getting to the market faster, whilethird-party products and flower. The Company is continuing to decrease third party manufacturing activities.
Quarter Ended March 31, | ||
(in thousands) | 2021 | 2020 |
Net revenue | $11,026 | $9,442 |
Cost of goods sold | $12,503 | $11,171 |
Gross profit (loss) | $(1,477) | $(1,729) |
Gross margin | (13.4)% | (18.3)% |
Three Months Ended June 30, 2023, Compared to Three Months Ended June 30, 2022:
|
| Three Months Ended |
|
|
|
|
|
|
| |||||||
|
| June 30, |
|
| June 30, |
|
| Change |
| |||||||
(in thousands) |
| 2023 |
|
| 2022 |
|
| $ |
|
| % |
| ||||
Net revenue |
| $ | 7,032 |
|
| $ | 13,181 |
|
| $ | (6,149 | ) |
|
| -47 | % |
Cost of goods sold |
|
| 7,373 |
|
|
| 11,687 |
|
|
| (4,314 | ) |
|
| -37 | % |
Gross profit |
| $ | (341 | ) |
| $ | 1,494 |
|
| $ | (1,835 | ) |
|
| -123 | % |
Gross margin |
|
| -4.8 | % |
|
| 11.3 | % |
|
|
|
|
|
|
|
|
Gross margin was
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Total Operating Expenses
Total operating expenses consist primarily of costs incurred at our corporate offices;offices; personnel costs;costs; selling, marketing, and other professional service costs including legal and accounting;accounting; and licensing costs. Sales and marketing expenses consist of selling costs to support our customer relationships, including investments in marketing and brand activities and corporate infrastructure required to support our ongoing business. We expect sellingSelling costs as a percentage of retail revenue are expected to decrease as our business continues to grow, due to efficiencies associated with scaling the business, and reduced focus on non-core brands. We expect
Three Months Ended June 30, 2023 Compared to incur periodic acquisition and transaction costs related to expansion efforts and to continue to invest where appropriate in the general and administrative function to support the increasing complexity of the cannabis business.
Quarter Ended March 31, | ||
(in thousands) | 2021 | 2020 |
Total operating expenses | $4,225 | $5,380 |
|
| Three Months Ended |
|
|
|
| ||||||||||
|
| June 30, |
|
| June 30, |
|
| Change |
| |||||||
(in thousands) |
| 2023 |
|
| 2022 |
|
| $ |
|
| % |
| ||||
Total operating expenses |
| $ | 2,307 |
|
| $ | 4,519 |
|
| $ | (2,212 | ) |
|
| -49 | % |
% of net revenue |
| 33 | % |
|
| 34 | % |
|
|
|
|
|
|
|
|
Total operating expenses decreased $
Other Income (Expense)
Three Months Ended June 30, 2023 Compared to Three Months Ended June 30, 2022:
|
| Three Months Ended |
|
|
|
|
|
|
| |||||||
|
| June 30, |
|
| June 30, |
|
| Change |
| |||||||
(in thousands) |
| 2023 |
|
| 2022 |
|
| $ |
|
| % |
| ||||
Total other income (expense) |
| $ | 2,625 |
|
| $ | (1,529 | ) |
| $ | 4,154 |
|
|
| 272 | % |
% of net revenue |
|
| 37 | % |
|
| -12 | % |
|
|
|
|
|
|
|
|
Other income (expense) increased $4.2 million for the three months ended June 30, 2023 compared to the same quarter inperiod of the prior yearyear. This was driven by $1.3an increase of $3.0 millionas restricted stock unit grants associated with from the reverse takeover fully vested atgain recognized on the endsale leaseback transaction and a $0.9 million gain recognized on the settlement of the first quarter in 2020. Operating expenses declined as a percentage of sales from 57% in the first quarter of 2020 to 38% in the first quarter of 2021. While operating expenses are expected to increase as owned brand marketing and infrastructure expenditures are incurred in support of revenue increases, operating expenses as a percentage of sales are expected to continue to decline.
Net Loss
Quarter Ended March 31, | ||
(in thousands, except per share amounts) | 2021 | 2020 |
Net loss | $(6,719) | $(7,874) |
Net loss per share: | ||
Basic and Diluted | $(0.13) | $(0.24) |
Shares used in per share calculation: | ||
Basic and Diluted | 53,592 | 32,988 |
Three Months Ended June 30, 2023 Compared to Three Months Ended June 30, 2022:
|
| Three Months Ended |
|
|
|
|
|
|
| |||||||
|
| June 30, |
|
| June 30, |
|
| Change |
| |||||||
(in thousands) |
| 2023 |
|
| 2022 |
|
| $ |
|
| % |
| ||||
Net loss |
| $ | (73 | ) |
| $ | (4,614 | ) |
| $ | 4,541 |
|
|
| 98 | % |
Net loss declined $1.2was $0.1 million or 15%, forin the quarter ended March 31, 2021,June 30, 2023, compared to net loss of $4.6 million for the same quarter inperiod of the prior year as a result of the factors noted above.
Six Months Ended June 30, 2023 Compared to Six Months Ended June 30, 2022
Revenue by Category
Six Months Ended June 30, 2023 Compared to Six Months Ended June 30, 2022:
|
| Six Months Ended |
|
|
|
|
|
| ||||||||
|
| June 30, |
|
| June 30, |
|
|
|
|
| ||||||
(in thousands) |
| 2023 |
|
| 2022 |
|
| $ Change |
|
| % Change |
| ||||
CPG |
| $ | 9,097 |
|
| $ | 16,521 |
|
| $ | (7,424 | ) |
|
| -45 | % |
Bulk |
|
| 4,793 |
|
|
| 5,174 |
|
|
| (381 | ) |
|
| -7 | % |
Lowell Farm Services |
|
| 209 |
|
|
| 2,897 |
|
|
| (2,688 | ) |
|
| -93 | % |
Licensing |
|
| 459 |
|
|
| 997 |
|
|
| (538 | ) |
|
| -54 | % |
Net revenue |
| $ | 14,558 |
|
| $ | 25,589 |
|
| $ | (11,031 | ) |
|
| -43 | % |
CPG revenues decreased $7.4 million for the six months ended June 30, 2023, compared to the same period of the prior year, primarily as a result of lower packaged flower sales of both Lowell brand sales and House Weed sales. The reduction in revenue is driven by reduced flower availability due to lower than expected yields and additional procedures to manage credit risk by only selling to credit worthy customers as the excise tax burden has been shifted to customers. Lowell brand revenues for the six months ended June 30, 2023 were $7.4 million and represented 82% of CPG revenues compared to $9.9 million in revenue and 60% of CPG sales in the same period in the prior year. Included in Lowell brand revenues was $1.7 million of Lowell 35s revenues which launched during the third quarter of 2022. The decline in CPG revenues from the prior year was primarily driven by declines in the sales of House Weed which decreased $3.9 million in the six months ended June 30, 2023 compared to the same period last year. The remaining decline in sales was the result of lower sales volume across the portfolio of products.
Bulk sales decreased $0.4 million in the six months ended June 30, 2023 compared to the same period in the prior year. The decrease in revenue in the current period was driven by a 24% decrease in total pounds sold but a 7% increase in price per pound, reflecting both favorable market conditions and the change in product mix during the two compared periods. Comparing premium quality bulk flower sales, price per pound is up 24% in the six months ended June 30, 2023 compared to the same period in the prior year while pounds sold declined 24% over the same period, partially driven by the impact of adverse weather that impacted harvests during the year.
LFS and licensing revenues generated $0.2 million and $0.5 million in the six months ended June 30, 2023, respectively, compared to generating $2.9 million and $1.0 million in the same period of the prior year, respectively. The decline in LFS revenue was driven by a reduction in third-party processing and bulk sales while the decline in licensing revenue was driven by lower sales volume with out of state partners and a reduction in packaging sales as out of state partners directly work with vendors.
Cost of Sales, Gross Profit and Gross Margin
Cost of goods sold consist of direct and indirect costs of production processing and distribution, and includes amounts paid for direct labor, raw materials, packaging, operating supplies, and allocated overhead, which includes allocations of right of use asset depreciation, insurance, managerial salaries, utilities, and other expenses, such as employee training, cultivation taxes and product testing. The Company manufactures for a few brands and processes for cultivators that do not have the capability, licensing or capacity to process their own products. The fees earned for these activities absorb fixed overhead in manufacturing and generates service revenue. Our focus in 2023 is on Lowell 35s, flower and on processing owned and third-party product and on identifying new distributed brand agreements with favorable economic terms.
Six Months Ended June 30, 2023, Compared to Six Months Ended June 30, 2022:
|
| Six Months Ended |
|
|
|
|
|
| |||||||
|
| June 30, |
|
| June 30, |
|
| Change | |||||||
(in thousands) |
| 2023 |
|
| 2022 |
|
| $ |
|
| % | ||||
Net revenue |
| $ | 14,558 |
|
| $ | 25,589 |
|
| $ | (11,031 | ) |
| -43 | % |
Cost of goods sold |
|
| 14,767 |
|
|
| 22,522 |
|
|
| (7,755 | ) |
| -34 | % |
Gross profit |
| $ | (209 | ) |
| $ | 3,067 |
|
| $ | (3,276 | ) |
| -107 | % |
Gross margin |
|
| -1.4 | % |
|
| 12.0 | % |
|
|
|
|
|
|
Gross margin was (1.4%) and 12.0% in the six months ended June 30, 2023 and 2022, respectively. The change between periods in gross profit and gross margin is primarily due to lower CPG volumes generating high fixed costs per unit, declines in non-Lowell bran revenues, and increased depreciation expense related to the sale leaseback transaction.
25 |
Table of Contents |
Total Operating Expenses
Total operating expenses consist primarily of costs incurred at our corporate offices; personnel costs; selling, marketing, and other professional service costs including legal and accounting; and licensing costs. Sales and marketing expenses consist of selling costs to support our customer relationships, including investments in marketing and brand activities and corporate infrastructure required to support our ongoing business. Selling costs as a percentage of retail revenue are expected to decrease as our business continues to grow, due to efficiencies associated with scaling the business, and reduced focus on non-core brands.
Six Months Ended June 30, 2023 Compared to Six Months Ended June 30, 2022:
|
| Six Months Ended |
|
|
|
| ||||||||||
|
| June 30, |
|
| June 30, |
|
| Change |
| |||||||
(in thousands) |
| 2023 |
|
| 2022 |
|
| $ |
|
| % |
| ||||
Total operating expenses |
| $ | 4,772 |
|
| $ | 8,552 |
|
| $ | (3,780 | ) |
|
| -44 | % |
% of net revenue |
|
| 33 | % |
|
| 33 | % |
|
|
|
|
|
|
|
|
Total operating expenses decreased $3.8 million for the six months ended June 30, 2023 compared to the same period of the prior year, primarily reflecting headcount reductions between years, operating efficiencies and fewer professional fees incurred. Operating expenses were consistent as a percentage of net revenue at 33% for the six months ended June 30, 2023 and 2022.
Other Income (Expense)
Six Months Ended June 30, 2023 Compared to Six Months Ended June 30, 2022:
|
| Six Months Ended |
|
|
|
|
|
|
| |||||||
|
| June 30, |
|
| June 30, |
|
| Change |
| |||||||
(in thousands) |
| 2023 |
|
| 2022 |
|
| $ |
|
| % |
| ||||
Total other income (expense) |
| $ | 967 |
|
| $ | (3,051 | ) |
| $ | 4,018 |
|
|
| 132 | % |
% of net revenue |
|
| 7 | % |
|
| -12 | % |
|
|
|
|
|
|
|
|
Other income (expense) increased $4.0 million for the six months ended June 30, 2023 compared to the same period of the prior year. This was driven by an increase of $3.0 million from the gain recognized on sale leaseback transactions, and a $0.9 million gain recognized on the settlement of a lease liability.
Net Loss
Six Months Ended June 30, 2023 Compared to Six Months Ended June 30, 2022:
|
| Six Months Ended |
|
|
|
|
|
|
| |||||||
|
| June 30, |
|
| June 30, |
|
| Change |
| |||||||
(in thousands) |
| 2023 |
|
| 2022 |
|
| $ |
|
| % |
| ||||
Net loss |
| $ | (4,113 | ) |
| $ | (8,671 | ) |
| $ | 4,558 |
|
|
| -53 | % |
Net loss was $4.1 million in the six months ended June 30, 2023, compared to net loss of $8.7 million for the same period of the prior year as a result of the factors noted above.
26 |
Table of Contents |
LIQUIDITY AND CAPITAL RESOURCES
Our primary need for liquidity is to fund the working capital requirements of our business, capital expenditures, general corporate purposes, and to a lesser extent debt service. Our primary source of liquidity is funds generated by financing activities. Our ability to fund our operations, to make planned capital expenditures, to make scheduled debt payments and to repay or refinance indebtedness depends on our future operating performance and cash flows, and ability to obtain equity or debt financing, which are subject to prevailing economic conditions, as well as financial, business and other factors, some of which are beyond our control. Cash generated from ongoing operations in 2020 were not sufficient to fund operations and, in particular, to fund the Company’s short term capital investments into manufacturing and cultivation capital expenditures in the short-term, andexpansions or to fund growth initiatives in the long-term. The Company raised additional funds from a $16.1$6.6 million convertible debt financing which was initially funded in April 2020debenture and finalized in May 2020 and a $25.0 million equitywarrant financing in the third quarter of the year ended December 2020.
At June 30, 2023, we had $8.4 million in cash and cash equivalents and ($9.2) million of March 31, 2021, the Company had $13.6working capital, compared to $1.1 million of cash and cash equivalents and $22.4($13.1) million of working capital compared to $25.8at December 31, 2022. For both June 30, 2023 and December 31, 2022, included in working capital is $22.2 million of cashconvertible debentures that mature on October 12, 2023. Refer to “Proposed Debt Settlement, Asset Sale and cash equivalents and $30.9 million of working capital as of December 31, 2020.
The Company is focused on improving its balance sheet by improving accounts receivable collections, right-sizing inventories and increasing gross profits. We have taken a number of steps to improve our cash position and to continue to fund operations and capital expenditures including:
· | Focusing on collection of principal balances only. Effective in 2023, excise tax is assessed to retailers which will simplify accounts receivable management; | |
· | Developed new cultivation genetics focused on increasing yields and potency; | |
· | Scaled back our investment in and support for non-core brands; | |
· | Restructured our organization and identified operating, selling and administrative expense cost efficiencies; | |
· | Developed LFS, which commenced operations in the third quarter of 2021 to add revenue and cash flow generation; | |
· | Licensed the Lowell Smokes brand through affiliations with Ascend Wellness LLC in Illinois and Massachusetts, with Schwazze in Colorado and New Mexico, and with The Pharm in Arizona; | |
· | In 2022 and 2023 we reduced headcount and significantly decreased our seasonal workforce as we focus on necessary infrastructure to support our current operations; | |
· | Actively evaluating and re-negotiating leases on facility space, including leasing more economically feasible facilities in Los Angeles; | |
· | Sold and leased back buildings and land to generate cash flow to fund operations; and | |
· | Signed a letter of intent for asset sales and financing. Refer to “Proposed Debt Settlement, Asset Sale and Financing.” |
27 |
Table of Contents |
Cash Flows
The following table presents the Company'sCompany’s net cash inflows and outflows from the condensed interim consolidated financial statements of the Company for the quarterssix months ended March 31, 2021June 30, 2023 and 2020.
Quarter Ended March 31, | Change | |||
(in thousands) | 2021 | 2020 | $ | % |
Net cash used in operating activities | $(9,271) | $(2,351) | $(6,920) | (294)% |
Net cash used in investing activities | (2,962) | (1,284) | (1,678) | (131)% |
Net cash provided by financing activities | 54 | 2,879 | (2,825) | 98% |
Change in cash and cash equivalents | $(12,179) | $(756) | $(11,424) | 1,511% |
|
| Six Months Ended |
|
|
|
|
|
|
| |||||||
|
| June 30, |
|
| June 30, |
|
| Change |
| |||||||
(in thousands) |
| 2023 |
|
| 2022 |
|
|
|
|
| $ % |
| ||||
| $ | (423 | ) |
| $ | (3,386 | ) |
| $ | 2,963 |
|
|
| 88 | % | |
Net cash used in investing activities |
|
| (19 | ) |
|
| (1,025 | ) |
|
| 1,006 |
|
|
| 98 | % |
|
| 7,766 |
|
|
| (1,271 | ) |
|
| 9,037 |
|
|
| 711 | % | |
Change in cash and cash equivalents |
| $ | 7,324 |
|
| $ | (5,682 | ) |
| $ | 13,006 |
|
|
| 229 | % |
|
| Six Months Ended |
|
|
|
|
| |||||||||
|
| June 30, |
|
| June 30, |
|
| Change |
| |||||||
(in thousands) |
| 2023 |
|
| 2022 |
|
| $ |
|
| % |
| ||||
Net cash used in operating activities |
| $ | (423 | ) |
| $ | (3,386 | ) |
| $ | 2,963 |
|
|
| 88 | % |
Net cash used in investing activities |
|
| (19 | ) |
|
| (1,025 | ) |
|
| 1,006 |
|
|
| 98 | % |
Net cash provided by (used in) financing activities |
|
| 7,766 |
|
|
| (1,271 | ) |
|
| 9,037 |
|
|
| 711 | % |
Change in cash and cash equivalents |
| $ | 7,324 |
|
| $ | (5,682 | ) |
| $ | 13,006 |
|
|
| 229 | % |
Cash used in operating activities
Net cash used in operating activities was $
Cash used in investing activities
Net cash used in investing activities was $3.0$0.02 million for the quartersix months ended March 31, 2021,June 30, 2023, a favorable decrease in cash used of $1.0 million or 98%, compared to the same period of the prior year. The decrease was from a reduction in purchases of property and equipment.
Cash used in financing activities
Net cash provided by financing activities was $7.8 million for the six months ended June 30, 2023, an increase
over cash used in financing activities ofWorking Capital and Cash usedon Hand
The following table presents the Company’s cash on hand and working capital position as of June 30, 2023 and December 31, 2022:
|
| June 30, |
|
| December 31, |
|
| Change |
| |||||||
(in thousands) |
| 2023 |
|
| 2022 |
|
| $ |
|
| % |
| ||||
Working capital(1) |
| $ | (9,246 | ) |
| $ | (13,088 | ) |
| $ | 3,842 |
|
|
| 29 | % |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
| $ | 8,422 |
|
| $ | 1,098 |
|
| $ | 7,324 |
|
|
| 667 | % |
_________________
(1) Non-GAAP measure - see Non-GAAP Financial Measures in the Lowell brand acquisition was $4.6 million, which was off-set by net proceeds received associated with the termination of the W Vapes acquisition agreement. See Note 2 in notes to the condensed consolidated financial statements. Capital expenditures of $0.4this MD&A.(Total current assets less total current liabilities)
At June 30, 2023, we had $8.4 million in the current quarter, principally associated with greenhouse renovations,cash and cash equivalents and ($9.2) million of working capital, compared to $1.2$1.1 million of cash and cash equivalents and ($13.1) million of working capital at December 31, 2022. The increase in capital expenditurescash and cash equivalents was primarily due to favorable changes in the same period last year. Greenhouse renovations were substantially completed at the end of the third quarter in 2020. Remaining construction at the cultivation facility consists primarily of the construction of a head house for processing of floweroperating assets and biomass, whichliabilities.
The Company’s future working capital is expected to be completed
Refer to “Proposed Debt Settlement, Asset Sale and Financing” for further discussion on the LOI and planned financing activities. Upon closing of the third quarter in 2021.
Change | ||||
(in thousands) | March 2021 | December 2020 | $ | % |
Working capital(1) | $22,364 | $30,883 | $(8,515) | (28)% |
Cash on hand | $13,572 | $25,751 | $(12,180) | (47)% |
CHANGES IN OR ADOPTION OF ACCOUNTING PRONOUNCEMENTS
This MD&A should be read in conjunction with the audited financial statements of the Company for the year ended December 31, 2020.2022. Also see Note 1 to our condensed consolidated financial statements included in this Form 10-Q for changes of adoption of accounting pronouncements.
28 |
Table of Contents |
CRITICAL ACCOUNTING ESTIMATES
The preparation of the Company’s condensed consolidated financial statements requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, and revenue and expenses. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the reviewrevision affects both current and future periods.
Significant judgments, estimates and assumptions that have the most significant effect on the amounts recognized in the consolidated financial statements are described below.
· | Estimated Credit Losses - Accounts receivable are recorded at invoiced amounts and when credit terms are extended to customers, management performs a periodic assessment of whether accounts receivable will be collected. A reserve is booked against doubtful accounts and determined based on factors such as credit worthiness of the customer, past performance with the customer, the age of the receivable and the customer’s ability to pay outstanding amounts. |
· | Estimated Useful Lives and Depreciation of Property and Equipment |
· | Estimated Useful Lives and Amortization of Intangible Assets |
· | Identifiable assets acquired and liabilities assumed are recognized at the acquisition date fair values as defined by accounting standards related to fair value measurements. |
· | Fair Value of Investments in Private Entities |
· | Share-Based Compensation |
· | Deferred Tax Asset and Valuation Allowance |
FINANCIAL INSTRUMENTS AND FINANCIAL RISK
The Company'sCompany’s financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities;liabilities; current portion of long-term debt;debt; and long-term debt. The carrying values of these financial instruments approximate their fair values.
Financial instruments recorded at fair value are classified using a fair value hierarchy that reflects the significance of the inputs used to make the measurements. The hierarchy is summarized as follows:
· | Level 1 - Quoted prices (unadjusted) that are in active markets for identical assets or liabilities | |
· | Level 2 - Inputs that are observable for the asset or liability, either directly (prices) for similar assets or liabilities in active markets or indirectly (derived from prices) for identical assets or liabilities in markets with insufficient volume or infrequent transactions | |
· | Level 3 - Inputs for assets or liabilities that are not based upon observable market data |
The Company has exposure to the following risks from its use of financial instruments and other risks to which it is exposed and assess the impact and likelihood of those risks.
These risks include: market, credit, liquidity, asset forfeiture, banking and interest rate risk.
Credit Risk
· | Credit risk is the risk of a potential loss to the Company if a customer or third party to a financial instrument fails to meet its contractual obligations. The maximum credit exposure at |
· | The Company provides credit to its customers in the normal course of business and has established credit evaluation and monitoring processes to mitigate credit risk but has limited risk as a significant portion of its sales are transacted with cash. |
Liquidity Risk
· | Liquidity risk is the risk that the Company will not be able to meet its financial obligations associated with financial liabilities. The Company manages liquidity risk through the management of its capital structure. The Company’s approach to managing liquidity is to ensure that it will have sufficient liquidity to settle obligations and liabilities when due. |
· | In addition to the commitments outlined in | Note 14, the Company has the following contractual obligations at June 30, 2023 and December 31, 2022: | ||
|
| Maturity: < 1 Year |
| |||||
|
| June 30, |
|
| December 31, |
| ||
(in thousands) |
| 2023 |
|
| 2022 |
| ||
Accounts payable and Other accrued liabilities |
| $ | 6,844 |
|
| $ | 5,961 |
|
Market Risk
· | Strategic and operational risks arise if the Company fails to carry out business operations and/or to raise sufficient equity and/or debt financing. These strategic opportunities or threats arise from a range of factors that might include changing economic and political circumstances and regulatory approvals and competitor actions. The risk is mitigated by consideration of other potential development opportunities and challenges which management may undertake. |
Interest Rate Risk
· | Interest rate risk is the risk that the fair value or the future cash flows of a financial instrument will fluctuate as a result of changes in market interest rates. The Company’s interest-bearing loans and borrowings are all at fixed interest |
Price Risk
· | Price risk is the risk of variability in fair value due to movements in equity or market prices. Cannabis is a developing market and subject to volatile and possibly declining prices year over year, including volatility in bulk flower pricing, as a result of increased |
Asset Forfeiture Risk
· | Because the cannabis industry remains illegal under U.S. federal law, any property owned by participants in the cannabis industry which are either used in the course of conducting such business, or are the proceeds of such business, could be subject to seizure by law enforcement and subsequent civil asset forfeiture. Even if the owner of the property were never charged with a crime, the property in question could still be seized and subject to an administrative proceeding by which, with minimal due process, it could be subject to forfeiture. |
Banking Risk
· | Notwithstanding that a majority of states have legalized medical marijuana, there has been no change in U.S. federal banking laws related to the deposit and holding of funds derived from activities related to the marijuana industry. Given that U.S. federal law provides that the production and possession of cannabis is illegal, there are arguments that financial institutions cannot accept for deposit funds from businesses involved with the marijuana industry and legislative efforts to provide greater certainty to financial institutions have not been successful. Consequently, businesses involved in the marijuana industry often have difficulty accessing the U.S. banking system and traditional financing sources. The inability to open bank accounts with certain institutions may make it difficult to operate the business of the Company, its subsidiaries and investee companies, and leaves their cash holdings vulnerable. |
30 |
Table of Contents |
Quarter Ended March 31, | ||
(in thousands, except per share amounts) | ||
Consolidated Operations | 2021 | 2020 |
Net revenue | $11,026 | $9,442 |
Gross loss | $(1,477) | $(1,729) |
Operating loss | $(5,702) | $(7,109 |
Loss before income taxes | $(6,656 | $(7,849 |
Net loss | $(6,719) | $(7,874 |
Net loss per share - basic and diluted | $(0.13) | $(0.24) |
Weighted average shares outstanding - basic and diluted | $53,592 | $32,988 |
Consolidated Financial Position | March 31, 2021 | December 31, 2020 |
Cash | $13,572 | $25,751 |
Current assets | $37,111 | $46,604 |
Property, plant and equipment, net | $49,456 | $49,243 |
Total assets | $124,452 | $97,416 |
Current liabilities | $14,747 | $15,723 |
Working capital | $22,364 | $30,883 |
Long-term notes payable including current portion | $666 | $1,516 |
Capital lease obligations including current portion | $38,803 | $38,834 |
Total stockholders' equity | $59,903 | $31,156 |
OUTSTANDING SHARE DATA
As of May 17, 2021,August 9, 2023, the Company had the following securities issued and outstanding:
Number of Shares | ||||
(in thousands) | (on an as converted basis) | |||
Issued and Outstanding | ||||
Subordinate voting shares | 112,762 | |||
Class B shares (1) | 9,008 | |||
Super voting shares | 203 | |||
Reserved for Issuance | ||||
Options | 7,082 | |||
Restricted Stock Units | 122 | |||
Warrants | 22,912 | |||
Convertible debenture shares | 106,275 | |||
Convertible debenture warrants | 150,523 | |||
408,887 |
____________________
(1) Class B shares reserved for conversion to Subordinate voting shares.
Item 3. Quantitative and Qualitative Disclosures aboutAbout Market Risk
As a smaller reporting company, we are not required to provide the information requested by this Item.
Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this Quarterly Report on Form 10-Q, we conducted an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Interim Chief Financial Officer, of our disclosurecontrolsdisclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on the evaluation of these disclosure controls and procedures, the Chief Executive Officer and Interim Chief Financial Officer concluded that, as of March 31, 2021,June 30, 2023, our disclosure controls and procedures were effective to ensure that the information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.
Changes in Internal Control over Financial Reporting
Our management is responsible to the quarter ended March 31, 2021, our Form 10 became effective with the SEC. We are engagedreport any changes in the process of the design and implementation of our internal control over financial reporting (as such term is defined in a manner commensurate withRules 13a-15(f) and 15d-15(f) under the scale ofExchange Act) during the period to which this report relates that have materially affected, or are reasonably likely to materially affect, our operations.
31 |
Table of Contents |
PART II —- OTHER INFORMATION
We periodically become involved in various claims and lawsuits that are incidental to our business. In the opinion of management, after consultation with counsel, there are no matters currently pending that would, in the event of an adverse outcome, have a material impact on our consolidated financial position, results of operations or liquidity.
There were no material changes to the risk factors disclosed in, Item 1A. of“Risk Factors” in our Form 10-Kfor the Form 10.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
During the three months ended March 31, 2021, we did not make any repurchasesJune 30, 2023 there were no unregistered sales of our equity securities.
Exhibit | Exhibit Description | |
Certification by Chief Executive Officer | ||
Certification by Chief Financial Officer |
_______________
(1) | Filed herewith. |
* | Furnished herewith. This certification is deemed not filed for purpose of Section 18 of the Securities Exchange Act of 1934, as amended (Exchange Act), or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended or the Exchange Act. |
32 |
Table of Contents |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
LOWELL FARMS, INC. | |||
Date: August 10, 2023 | By: | ||
/s/ Mark Ainsworth | |||
Mark Ainsworth | |||
Chief Executive Officer (principal executive officer) | |||
Date: August 10, 2023 | By: | /s/ Tessa O’Dowd | |
Tessa O’Dowd | |||
Interim Chief Financial Officer | |||
33 |