Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2024 | May 10, 2024 | |
Cover [Abstract] | ||
Entity Registrant Name | Flora Growth Corp. | |
Entity Central Index Key | 0001790169 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Period End Date | Mar. 31, 2024 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2024 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock Shares Outstanding | 12,816,535 | |
Entity File Number | 000-52776 | |
Entity Incorporation State Country Code | A6 | |
Entity Address Address Line 1 | 3230 W. Commercial Boulevard | |
Entity Address Address Line 2 | Suite 180 | |
Entity Address City Or Town | Fort Lauderdale | |
Entity Address State Or Province | FL | |
Entity Address Postal Zip Code | 33309 | |
City Area Code | 954 | |
Local Phone Number | 842-4989 | |
Security 12b Title | Common Shares, no par value | |
Trading Symbol | FLGC | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Tax Identification Number | 00-0000000 |
Unaudited Condensed Interim Con
Unaudited Condensed Interim Consolidated Statements of Financial Position - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Current | ||
Cash | $ 4,156 | $ 4,350 |
Restricted cash | 35 | 35 |
Trade and amounts receivable, net of $317 allowance ($315 at December 31, 2023) | 3,218 | 3,950 |
Prepaid expenses and other current assets | 1,049 | 1,368 |
Indemnification receivables | 4,063 | 3,153 |
Inventory | 9,246 | 8,508 |
Total current assets | 21,767 | 21,364 |
Non-current | ||
Property, plant and equipment | 786 | 847 |
Operating lease right of use assets | 710 | 389 |
Intangible assets | 908 | 946 |
Other assets | 103 | 80 |
Total assets | 24,274 | 23,626 |
Current | ||
Trade payables | 5,005 | 5,111 |
Contingencies | 6,591 | 5,500 |
Debt | 3,078 | 1,931 |
Current portion of operating lease liability | 803 | 799 |
Contingent purchase considerations | 1,702 | 1,095 |
Other accrued liabilities | 2,140 | 1,844 |
Total current liabilities | 19,319 | 16,280 |
Non-current | ||
Non-current operating lease liability | 1,817 | 942 |
Total liabilities | 21,136 | 17,222 |
SHAREHOLDERS' EQUITY | ||
Share capital, no par value, unlimited authorized, 8,981 issued and outstanding (8,935 at December 31, 2023) | 0 | 0 |
Additional paid-in capital | 148,871 | 149,093 |
Accumulated other comprehensive loss | (113) | (140) |
Deficit | (145,620) | (142,549) |
Total shareholders' equity | 3,138 | 6,404 |
Total liabilities and shareholders' equity | $ 24,274 | $ 23,626 |
Unaudited Condensed Interim C_2
Unaudited Condensed Interim Consolidated Statements of Financial Position (Parenthetical) - USD ($) shares in Thousands, $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Unaudited Condensed Interim Consolidated Statements of Financial Position | ||
Trade and amounts receivable, allowance | $ 317 | $ 315 |
Share capital,share issued | 8,981 | 8,935 |
Share capital, shares outstanding | 8,981 | 8,935 |
Unaudited Condensed Interim C_3
Unaudited Condensed Interim Consolidated Statements of Loss and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Statement [Abstract] | ||
Revenue | $ 18,031 | $ 19,319 |
Cost of sales | 14,177 | 13,973 |
Gross profit | 3,854 | 5,346 |
Operating expenses | ||
Consulting and management fees | 2,302 | 3,671 |
Professional fees | 453 | (3) |
General and administrative | 442 | 352 |
Promotion and communication | 1,104 | 1,308 |
Travel expenses | 69 | 132 |
Share based compensation | 10 | 654 |
Research and development | 47 | 16 |
Operating lease expense | 165 | 316 |
Depreciation and amortization | 74 | 864 |
Bad debt expense | 47 | 29 |
Asset impairment | 898 | 0 |
Other expenses (income), net | 728 | 377 |
Total operating expenses | 6,339 | 7,716 |
Operating loss | (2,485) | (2,370) |
Interest expense | 22 | 23 |
Foreign exchange loss (gain) | 132 | (12) |
Unrealized loss from changes in fair value | 607 | 883 |
Net loss before income taxes and discontinued operations | (3,246) | (3,264) |
Income tax expense (benefit) | 128 | (78) |
Net loss from continuing operations | (3,374) | (3,186) |
Loss from discontinued operations, net of taxes | 0 | (719) |
Net loss for the period | (3,374) | (3,905) |
Net loss attributable to noncontrolling interest | 0 | (29) |
Net loss attributable to Flora Growth Corp. | $ (3,374) | $ (3,876) |
Basic loss per share from continuing operations | $ (0.38) | $ (0.48) |
Diluted loss per share from continuing operations | (0.38) | (0.48) |
Basic loss per share attributable to Flora Growth Corp. | (0.38) | (0.58) |
Diluted loss per share attributable to Flora Growth Corp. | $ (0.38) | $ (0.58) |
Weighted average number of common shares outstanding - basic | 8,916 | 6,640 |
Weighted average number of common shares outstanding - diluted | 8,916 | 6,640 |
Other comprehensive loss | ||
Net loss for the period | $ (3,374) | $ (3,905) |
Foreign currency translation, net of income taxes of $nil ($nil in 2023) | (27) | (357) |
Comprehensive loss for the period | (3,347) | (3,548) |
Comprehensive loss attributable to noncontrolling interests | 0 | (29) |
Comprehensive loss attributable to Flora Growth Corp. | $ (3,347) | $ (3,519) |
Unaudited Condensed Interim C_4
Unaudited Condensed Interim Consolidated Statements of Loss and Comprehensive Loss (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Statement [Abstract] | ||
Foreign currency translation, tax amount | $ 0 | $ 0 |
Unaudited Condensed Interim C_5
Unaudited Condensed Interim Consolidated Statement of Shareholders' Equity (Deficiency) - USD ($) $ in Thousands | Common shares | Additional paid-in capital | Accumulated other comprehensive (loss) income | Accumulated deficit | Non-controlling interests in subsidiaries | Total |
Balance, shares at Dec. 31, 2022 | 6,776 | |||||
Balance, amount at Dec. 31, 2022 | $ 0 | $ 150,420 | $ (2,732) | $ (90,865) | $ (411) | $ 56,412 |
Equity issued for other agreements, shares | 16 | |||||
Equity issued for other agreements, amount | 95 | 95 | ||||
Options vested | 119 | 119 | ||||
Options forfeited | (765) | 765 | ||||
Restricted stock granted, shares | 52 | |||||
Restricted stock granted, amount | 534 | 534 | ||||
Other comprehensive loss -exchange differences (net of income taxes of $nil) | 357 | 357 | ||||
Net loss | (3,876) | (29) | (3,905) | |||
Balance, shares at Mar. 31, 2023 | 6,844 | |||||
Balance, amount at Mar. 31, 2023 | $ 0 | 150,403 | (2,375) | (93,976) | (440) | 53,612 |
Balance, shares at Dec. 31, 2023 | 8,935 | |||||
Balance, amount at Dec. 31, 2023 | $ 0 | 149,093 | (140) | (142,549) | 0 | 6,404 |
Equity issued for other agreements, shares | 50 | |||||
Equity issued for other agreements, amount | 55 | 55 | ||||
Options vested | 5 | 5 | ||||
Options forfeited | (303) | 303 | ||||
Restricted stock vested | 14 | 14 | ||||
Restricted stock cancelled, shares | (4) | |||||
Restricted stock cancelled, amount | (9) | (9) | ||||
Share issuance costs | 16 | 16 | ||||
Other comprehensive loss -exchange differences (net of income taxes of $nil) | 27 | 27 | ||||
Net loss | (3,374) | (3,374) | ||||
Balance, shares at Mar. 31, 2024 | 8,981 | |||||
Balance, amount at Mar. 31, 2024 | $ 0 | $ 148,871 | $ (113) | $ (145,620) | $ 0 | $ 3,138 |
Unaudited Condensed Interim C_6
Unaudited Condensed Interim Consolidated Statement of Shareholders' Equity (Deficiency) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Statement of Stockholders' Equity [Abstract] | ||
Foreign currency translation, tax amount | $ 0 | $ 0 |
Unaudited Condensed Interim C_7
Unaudited Condensed Interim Consolidated Statement of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash flows from operating activities: | ||
Net loss | $ (3,374) | $ (3,905) |
Adjustments to net loss: | ||
Depreciation and amortization | 74 | 942 |
Share based compensation | 10 | 654 |
Asset impairment | 898 | 0 |
Unrealized loss from changes in fair value | 607 | 883 |
Bad debt expense | 47 | 29 |
Interest expense | 22 | 23 |
Interest paid | (22) | (23) |
Income tax | 128 | (66) |
Net income (loss) to cash provided by (used in) operating activities | (1,610) | (1,463) |
Net change in non-cash working capital: | ||
Trade and other receivables | (292) | 91 |
Inventory | (738) | (113) |
Prepaid expenses and other assets | 268 | (920) |
Trade payables and accrued liabilities | 1,032 | (1,919) |
Net cash used in operating activities | (1,340) | (4,324) |
Cash flows from financing activities: | ||
Loan borrowings | 3,078 | 0 |
Loan repayments | (1,890) | (19) |
Net cash provided (used) by financing activities | 1,188 | (19) |
Cash flows from investing activities: | ||
Purchases of property, plant and equipment and intangible assets | (88) | (102) |
Net cash used in investing activities | (88) | (102) |
Effect of exchange rate on changes on cash | 46 | 167 |
Change in cash during the period | (194) | (4,278) |
Cash and restricted cash at beginning of period | 4,385 | 9,537 |
Cash included in assets held for sale | 0 | (203) |
Cash and restricted cash at end of period | $ 4,191 | $ 5,056 |
Supplemental disclosure of non-cash investing and financing activities | ||
Assets acquired for contingent consideration | 0 | 303 |
Common shares issued for other agreements | 55 | 95 |
Option cancellations reclassified to equity | $ 303 | $ 765 |
Operating lease additions to right of use assets | 1,247 | 97 |
NATURE OF OPERATIONS
NATURE OF OPERATIONS | 3 Months Ended |
Mar. 31, 2024 | |
Nature Of Operations And Going Concern [Abstract] | |
NATURE OF OPERATIONS [Text Block] | 1. NATURE OF OPERATIONS Flora Growth Corp. (the "Company" or "Flora") was incorporated under the laws of the Province of Ontario, Canada on March 13, 2019. The Company is a manufacturer and distributor of global cannabis and pharmaceutical products and brands, building a connected, design-led collective of plant-based wellness and lifestyle brands. The Company's registered office is located at 365 Bay Street, Suite 800, Toronto, Ontario, M5H 2V1, Canada and our principal place of business in the United States is located at 3230 W. Commercial Boulevard, Suite 180, Fort Lauderdale, Florida 33309. Presentation of comparative financial statements On June 9, 2023, the Company consolidated its issued and outstanding common shares based on one new common share of the Company for every twenty existing common shares of the Company. All common shares and per share amounts have been restated to give retroactive effect to the share consolidation. See discussion in Note 11. |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION [Text Block] | 2. BASIS OF PRESENTATION These unaudited condensed interim consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America ("U.S. GAAP") pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") for interim financial information. Accordingly, they do not include all of the information and notes required by U.S. GAAP. The Company believes that the disclosures made are adequate to make the information presented not misleading. These financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company's Annual Report filed on Form 10-K for the year ended December 31, 2023. These unaudited condensed interim consolidated financial statements reflect all adjustments, which, in the opinion of management, are necessary for a fair presentation of the results for the interim periods presented. Interim results are not necessarily indicative of results for a full year. These unaudited condensed interim consolidated financial statements apply the same accounting policies as those used in the financial statements included in the Company's Annual Report filed on Form 10-K for the year ended December 31, 2023. These unaudited condensed interim consolidated financial statements have been prepared on a going concern basis, meaning that the Company will continue in operation for the foreseeable future and will be able to realize assets and discharge liabilities in the ordinary course of operations. Prior to January 1, 2023, Flora was a foreign private issuer reporting its financial statements under International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standard Boards. These consolidated financial statements, for all periods, are presented in accordance with U.S. GAAP. Going concern The accompanying unaudited condensed interim consolidated financial statements have been prepared assuming the Company will continue as a going concern. The going concern basis of presentation assumes that the Company will continue one year after the date these unaudited condensed interim consolidated financial statements are issued and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business. The Company had cash of $4.2 million at March 31, 2024, net loss of $3.4 million for the three months ended March 31, 2024, and an accumulated deficit of $145.6 million at March 31, 2024. Current economic and market conditions have put pressure on the Company's growth plans. The Company's ability to continue as a going concern is dependent on its ability to obtain additional capital. The Company believes that its current level of cash is not sufficient to continue investing in growth, while at the same time meeting its obligations as they become due. These conditions raise substantial doubt regarding the Company's ability to continue as a going concern for a period of at least one year from the date of issuance of these unaudited condensed interim consolidated financial statements. To alleviate these conditions, management is currently evaluating various cost reductions and other alternatives and may seek to raise additional funds through the issuance of equity, debt securities, through arrangements with strategic partners, through obtaining credit from financial institutions or otherwise. The actual amount that the Company may be able to raise under these alternatives will depend on market conditions and other factors. As it seeks additional sources of financing, there can be no assurance that such financing would be available to the Company on favorable terms or at all. The Company's ability to obtain additional financing in the debt and equity capital markets is subject to several factors, including but not limited to market and economic conditions, the Company's performance and investor sentiment with respect to it and its industry. The unaudited condensed interim consolidated financial statements do not include any adjustments for the recovery and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Basis of consolidation These unaudited condensed interim consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany balances and transactions were eliminated on consolidation. Subsidiaries are entities the Company controls when it is exposed, or has rights, to variable returns from its involvement in the entity and can affect those returns through its power to direct the relevant activities of the entity. Subsidiaries are included in the consolidated financial results of the Company from the date of acquisition up to the date of disposition or loss of control. At March 31, 2024, the Company's subsidiaries and respective ownership percentage have not changed from the year ended December 31, 2023, except as noted below. During the three months ended March 31, 2024, the Company voluntarily dissolved the Cardiff Brand Corp. U.S. entity. Also during the three months ended March 31, 2024, the Company signed articles of organization for Just Brands FL LLC, a United States domestic limited liability company, which is 100% owned by the Company and has a functional currency of the United States dollar. |
ASSETS HELD FOR SALE AND DISCON
ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS | 3 Months Ended |
Mar. 31, 2024 | |
Discontinued Operations and Disposal Groups [Abstract] | |
ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS [Text Block] | 3. On July 5, 2023, the Company entered into a Share Purchase Agreement with Lisan Farma Colombia LLC ("Lisan"), a Delaware limited liability company, to sell all its shares in its Colombian related subsidiaries and its Colombian assets for a purchase price of CAD $0.8 million (USD $0.6 million). The sale relates to all of Flora's operations in Colombia, including its interest in (i) its 361-acre Cosechemos farm located in Giron, Colombia and its related processing facilities and inventory and (ii) all other assets relating to Flora Lab 2, Flora Lab 4 and Flora's Colombian food and beverage and consumer products business. The Company received proceeds of CAD $0.5 million during the year ended December 31, 2023 which completed the sale and transfer of Flora Growth Corp Colombia S.A.S, Flora Lab S.A.S., Flora Med S.A.S., Labcofarm Laboratorios S.A.S., Kasa Wholefoods Company S.A.S., Flora Growth Corp. Sucursal Colombia and Flora Beauty LLC Sucursal Colombia. The Company and Lisan completed the sale of Cosechemos Ya S.A.S on November 1, 2023. The sale enabled the Company to concentrate on its core business divisions, which are lifestyle brands in the United States and international pharmaceutical distribution. The sale was part of several strategic changes to cut costs and streamline operations. The following table summarizes the major classes of line items included in loss from discontinued operations, net of tax, for the three months ended March 31, 2024 and 2023: For the three months ended March 31, 2024 For the three months ended March 31, 2023 Revenue $ - $ 788 Cost of sales - 657 Gross profit from discontinued operations - 131 Operating expenses Consulting and management fees - 369 Professional fees - 36 General and administrative - 176 Promotion and communication - 6 Operating lease expense - 50 Depreciation and amortization - 78 Other expense - 124 Operating loss from discontinued operations - (708 ) Interest expense - - Net loss before income taxes - (708 ) Income tax expense - 11 Loss from discontinued operations $ - $ (719 ) Basic loss per share from discontinued operations $ 0.00 $ (0.11 ) Diluted loss per share from discontinued operations $ 0.00 $ (0.11 ) The following table summarizes the significant operating and investing items related to the Colombian subsidiaries for the three months ended March 31, 2024 and 2023 For the three months ended March 31, 2024 For the three months ended March 31, 2023 Operating activities of discontinued operations Depreciation and amortization $ - $ 78 Investing activities of discontinued operations Purchases of property, plant and equipment $ - $ 94 The subsidiaries sold included Cosechemos Ya S.A.S, which was part of the commercial and wholesale segment; Flora Lab S.A.S, Flora Med S.A.S. and Labcofarm Laboratories S.A.S, which were part of the pharmaceuticals segment; Flora Growth Corp Colombia S.A.S., Kasa Wholefoods Company, S.A.S. and Flora Beauty LLC Sucursal Colombia which were part of the house of brands segment. The Company applies significant judgement in determining whether a disposal meets the criteria to present as held for sale at the reporting date, and whether the disposal represents a strategic shift that has (or will have) a major effect on its operations and financial results in order to be classified as a discontinued operation. The criteria evaluated are both quantitative and qualitative in nature, to evaluate the significance of the disposal relative to the operations of the Company as a whole. The Company has determined this disposition represents a strategic shift in operations that will have a major effect on the Company's operations and financial results, and accordingly, has been presented as discontinued operations. |
TRADE AND AMOUNTS RECEIVABLE
TRADE AND AMOUNTS RECEIVABLE | 3 Months Ended |
Mar. 31, 2024 | |
Trade And Other Receivables [Abstract] | |
TRADE AND AMOUNTS RECEIVABLE [Text Block] | 4. The Company's trade and amounts receivable are recorded at amortized cost. The trade and other receivables balance as at March 31, 2024 and December 31, 2023 consists of trade accounts receivable, amounts recoverable from the Government of Canada for Harmonized Sales Taxes ("HST"), as well as Value Added Tax ("VAT") from various jurisdictions, and other receivables. March 31, 2024 December 31, 2023 Trade accounts receivable $ 2,595 $ 2,299 Allowance for expected credit losses (317 ) (315 ) HST/VAT receivable 765 1,840 Other receivables 175 126 Total $ 3,218 $ 3,950 Changes in the trade accounts receivable allowance in the three months ended March 31, 2024 relate to establishing an allowance for expected credit losses and reclassification of assets held for sale. There were $nil and less than $0.1 million in write-offs of trade receivables during the three months ended March 31, 2024 and 2023, respectively. The Company has no amounts written-off that are still subject to collection enforcement activity as at March 31, 2024. The Company's aging of trade accounts receivable is as follows: March 31, 2024 December 31, 2023 Current $ 567 $ 218 1-30 Days 1,314 588 31-60 Days 236 577 61-90 Days 173 448 91-180 Days 238 401 180+ Days 67 67 Total trade receivables $ 2,595 $ 2,299 |
INVENTORY
INVENTORY | 3 Months Ended |
Mar. 31, 2024 | |
Inventory Disclosure [Abstract] | |
INVENTORY [Text Block] | 5. INVENTORY Inventory is comprised of the following: March 31, 2024 December 31, 2023 Raw materials and supplies $ 1,053 $ 1,180 Finished goods 8,193 7,328 Total $ 9,246 $ 8,508 |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 3 Months Ended |
Mar. 31, 2024 | |
PROPERTY PLANT AND EQUIPMENT | |
PROPERTY, PLANT AND EQUIPMENT [Text Block] | 6. PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment consist of the following: March 31, 2024 December 31, 2023 Land $ 292 $ 298 Buildings 91 78 Machinery and office equipment 697 696 Vehicles 37 37 Total 1,117 1,109 Less: accumulated depreciation (331 ) (262 ) Property, plant and equipment, net $ 786 $ 847 Depreciation expense for the three months ended March 3, 2024 was less than $ million) and was recorded in depreciation and amortization in the unaudited condensed interim consolidated statements of loss and comprehensive loss. See Note 8 for discussion of impairment of property, plant and equipment during the three months ended March 31, 2024. |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS AND GOODWILL [Text Block] | 7. INTANGIBLE ASSETS AND GOODWILL A continuity of intangible assets for the three months ended March 31, 2024 is as follows: Trademarks Patents Total Cost At December 31, 2023 $ 1,892 $ 1,098 $ 2,990 Additions - - - At March 31, 2024 $ 1,892 $ 1,098 $ 2,990 Accumulated Amortization At December 31, 2023 $ 1,132 $ 912 $ 2,044 Additions 31 7 38 At March 31, 2024 $ 1,163 $ 919 $ 2,082 Net book value at March 31, 2024 $ 729 $ 179 $ 908 Amortization expense for the three months ended March 31, 2024 was less than $ million (March 31, 2023 - and was recorded in depreciation and amortization in the unaudited condensed interim consolidated statements of loss and comprehensive loss. At March 31, 2024, the weighted average amortization period remaining for intangible assets was 6.0 years. At March 31, 2024, the estimated future amortization expense related to intangible assets is as follows: 2024 $ 115 2025 152 2026 152 2027 152 2028 152 Thereafter 185 Total $ 908 |
ASSET IMPAIRMENT
ASSET IMPAIRMENT | 3 Months Ended |
Mar. 31, 2024 | |
Impairment Of Assets [Abstract] | |
ASSET IMPAIRMENT [Text Block] | 8. As discussed in Note 14, on May 7, 2024, Just Brands agreed to a settlement and general release, whereby Just Brands will remove the products subject to the stop sales orders from the state of Florida and accept a five-year revocation of its food permit in the state of Florida. As a result of this settlement, the Company began negotiations to exit its current warehouse lease in Pompano Beach, FL, and searching for a new warehousing facility in a different state. The Company considered this to be an indicator of impairment and, thus, performed a quantitative analysis as of March 31, 2024 to determine if impairment existed by comparing the carrying amount of the operating lease right of use asset and related leasehold improvements to the future undiscounted cash flows the asset is expected to generate over its remaining life. This analysis indicated the asset values may not be recoverable. The Company then calculated the fair value of this asset using an income approach. As a result, the Company recorded an impairment of operating lease right of use assets and property, plant and equipment within its Vessel asset group within the house of brands segment totaling $0.9 million. These charges were recorded in the asset impairment caption on the unaudited condensed interim consolidated statements of loss and comprehensive loss. |
DEBT
DEBT | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
DEBT [Text Block] | 9. Euro credit facility The Company, through FGH, has credit facilities totaling 4.3 million Euro ($4.6 million USD), at three different banks in Germany. These arrangements are open ended without predetermined maturity dates. Principal and interest payments are due at the end of each term. Interest rates can change with each new amount drawn. As of March 31, 2024, the total outstanding amount on these credit facilities was 2.9 million Euro ($3.1 million USD) with interest rates ranging from 5.45% to 6.44% and due within the next twelve months. These credit facilities were secured by various guarantees, including joint and several guarantees of two managing directors of Phatebo, a subsidiary of FGH, and payment guarantees upon default. |
LEASES
LEASES | 3 Months Ended |
Mar. 31, 2024 | |
Leases [Abstract] | |
LEASES [Text Block] | 10. The Company's leases primarily consist of administrative real estate leases in Germany and the United States. Management has determined all the Company's leases are operating leases through March 31, 2024. Information regarding the Company's leases is as follows: Three months ended March 31, 2024 Three months ended March 31, 2023 Components of lease expense Operating lease expense $ 165 $ 316 Short-term lease expense 142 55 Sublease income (84 ) - Total lease expense $ 223 $ 371 Other Information Operating cash flows from operating leases $ 345 $ 324 ROU assets obtained in exchange for new operating lease liabilities 1,247 97 Weighted-average remaining lease term in years for operating leases 3.7 2.9 Weighted-average discount rate for operating leases 8.9% 7.7% Maturities of operating lease liabilities as of March 31, 2024 are as follows: Thousands of United States dollars Operating Leases 2024 $ 794 2025 766 2026 678 2027 505 2028 322 Thereafter 28 Total future lease payments 3,093 Less: imputed interest (473 ) Total lease liabilities 2,620 Less: current lease liabilities (803 ) Total non-current lease liabilities $ 1,817 Some of the Company's leases contain renewal options to continue the leases for another term equivalent to the original term, which are generally up to five years. The lease liabilities above include renewal terms that management has executed or is reasonably certain of renewing, which only included leases that would have expired in 2024. In April 2024, the Company began leasing 4,184 sq. ft. of office space in Fort Lauderdale, FL, for $8,000 a month, pursuant to a lease agreement that expires in March 2028. The Company began subleasing retail space in Miami, Florida to a third party during the third quarter of 2023. The sublease agreement is effective through November 30, 2026 and contains one option to renew for five more years. The Company began subleasing warehousing and office space in Carlsbad, CA to a third party during the fourth quarter of 2023. The sublease is effective through August 31, 2027 and does not contain renewal options. See Note 8 for discussion of impairment of operating lease right of use assets during the three months ended March 31, 2024. |
SHARE CAPITAL
SHARE CAPITAL | 3 Months Ended |
Mar. 31, 2024 | |
Stockholders' Equity Note [Abstract] | |
SHARE CAPITAL [Text Block] | 11. SHARE CAPITAL Authorized and issued The Company is authorized to issue an unlimited number of common shares, no par value. On June 9, 2023, the Company consolidated its issued and outstanding common shares based on one new common share of the Company for every twenty existing common shares of the Company. All common shares and per share amounts have been restated to give retroactive effect to the share consolidation. The Company had the following significant common share transactions: Three months ended March 31, 2024 OTHER ISSUANCES On March 8, 2024, the Company entered into a settlement agreement with a third party pursuant to which the Company issued 50,000 common shares of the Company, valued at $0.1 million, to a third party to settle outstanding amounts owed. See Note 18 for subsequent issuance of shares. |
SHARE BASED COMPENSATION
SHARE BASED COMPENSATION | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
SHARE BASED COMPENSATION [Text Block] | 12. SHARE BASED COMPENSATION The Company's 2022 Incentive Compensation Plan (the "2022 Plan") and its previous "'rolling" stock option plan (the "Prior Plan") are described in the Company's 2023 Form 10-K. OPTIONS Stock options granted under the Prior Plan are non-transferable and non-assignable and may be granted for a term not exceeding five years. Under the 2022 Plan, stock options may be granted with a term of up to ten years and in the case of all stock options, the exercise price may not be less than 100% of the fair market value of a Common Share on the date the award is granted. Stock option vesting terms are subject to the discretion of the Compensation Committee of the Company's Board of Directors. Common shares are newly issued from available authorized shares upon exercise of awards. The Company no longer makes new grants of stock options under the Prior Plan. Information relating to share options outstanding and exercisable as at March 31, 2024 and December 31, 2023 is as follows: Options Outstanding Number of options (in thousands) Weighted average exercise Weighted average remaining life (years) Aggregate intrinsic value Outstanding balance, December 31, 2023 49 $ 27.04 2.8 $ - Forfeited (11 ) $ 44.03 2.0 - Outstanding balance, March 31, 2024 38 $ 22.25 2.7 $ - Exercisable balance, March 31, 2024 38 $ 22.25 2.7 $ - The total expense related to the options granted in the three months ended March 31, 2024 was less than $0.1 million (2023 total expense - $0.1 million). This expense is included in the share-based compensation line on the unaudited condensed interim consolidated statements of loss and comprehensive loss. Generally, the options granted in 2023 vest one to two years following the date of grant provided that the recipient is still employed or engaged by the Company. At March 31, 2024 the total remaining stock option cost for nonvested awards is $nil. RESTRICTED STOCK AWARDS Restricted stock is a grant of common shares which may not be sold or disposed of, and which is subject to such risks of forfeiture and other restrictions as the Committee, in its discretion, may impose. A participant granted restricted stock generally has all of the rights of a shareholder of the Company, unless otherwise determined by the Committee. Subject to certain exceptions, the vesting of restricted stock awards is subject to the holder's continued employment or engagement through the applicable vesting date. Unvested restricted stock awards will be forfeited if the holder's employment or engagement ceases during the vesting period and may, in certain circumstances, be accelerated. The Company values restricted stock awards based on the closing share price of the Company's common shares as of the date of grant. The fair value of the restricted stock award is recorded as expense over the vesting period. Information relating to restricted stock awards outstanding as at March 31, 2024 and December 31, 2023: Number of restricted stock awards Weighted average grant date fair value Thousands Balance, December 31, 2023 391 $ 1.41 Vested (363 ) (0.76 ) Cancelled (4 ) (6.90 ) Balance, March 31, 2024 24 $ 10.24 The total expense related to the restricted stock awards in the three months ended March 31, 2024 was less than $0.1 million ($0.5 million in the three months ended March 31, 2023). This expense is included in the share based compensation line on the unaudited condensed interim consolidated statements of loss and comprehensive loss. The outstanding restricted stock awards vest over the next two years provided the award holder is still employed or engaged by the Company. As of March 31, 2024, the Company had $0.1 million of unrecognized compensation expense related to restricted stock awards which will be recognized over the next two years. |
WARRANTS
WARRANTS | 3 Months Ended |
Mar. 31, 2024 | |
Warrants [Abstract] | |
WARRANTS [Text Block] | 13. WARRANTS The following summarizes the number of warrants outstanding as of March 31, 2024: Number of warrants Weighted average exercise price Thousands Balance, December 31, 2023 2,384 $ 9.90 Balance, March 31, 2024 2,384 $ 9.90 Date of expiry Warrants outstanding Exercise price Grant date fair value Remaining life in years Thousands November 18, 2026 221 $ 75.00 $ 6,729 2.64 November 18, 2027 23 66.00 1,055 3.64 December 8, 2027 25 8.80 149 3.69 September 21, 2028 691 2.50 712 4.48 September 21, 2028 55 2.39 81 4.48 March 21, 2029 1,369 2.50 1,120 4.98 2,384 $ 9.90 $ 9,846 4.58 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES [Text Block] | 14. COMMITMENTS AND CONTINGENCIES Provisions The Company's current known provisions and contingent liabilities consist of the following as of March 31, 2024: Legal disputes Sales tax Total Balance as at December 31, 2023 $ 2,962 $ 2,538 $ 5,500 Payments/Settlements (7 ) (168 ) (175 ) Additional provisions 1,007 158 1,165 Foreign currency translation 101 - 101 Balance as at March 31, 2024 $ 4,063 $ 2,528 $ 6,591 The legal disputes balance as of March 31, 2024, relate to the settlement of a contractual dispute involving the Company. It involves a former shareholder of ACA Mueller, an entity that was part of the Company's acquisition of FGH in December 2022, who filed a statement of claim against a wholly owned subsidiary of the Company in the Constance Regional Court in Germany. In March 2024, the Constance Regional Court in Germany ordered the Company to pay the plaintiff $3.0 million plus interest thereon at a rate of 5% above the prime rate since September 6, 2020 in addition to 83% of the legal fees. The Company has since filed an appeal. While the Company believes that this claim is without merit, at this time the Company believes it is probable that a liability has been incurred and the Company is able to reasonably estimate the loss of $4.1 million, including $1.0 million of interest accrued in the three months ended March 31, 2024. As a result, without acknowledgement (explicitly or implicitly) of any amount of liability arising from this claim, the Company recognized a provision of $4.1 million to reflect the value of the claim. This dispute is covered under an indemnification agreement between the Company and the former Chief Executive Officer and shareholder of FGH. The Company intends to vigorously defend itself through appropriate legal proceedings. The $4.1 million is recorded within contingencies and within indemnification receivables on the unaudited condensed consolidated statements of financial position. The settlement of legal disputes in 2024 related to the settlement of an action brought against the Company in the Ontario Superior Court of Justice by Gerardo Andres Garcia Mendez claiming that the Company was obligated to issue 3,000,000 common shares (pre-splits) to him for a purchase price of $0.05 per share as a result of alleged consulting services he performed in 2019. In December 2023, the Company entered into a settlement agreement with Mr. Garcia Mendez pursuant to which the Company will pay less than $0.1 million to Mr. Garcia Mendez to settle the dispute. The payment was made in January 2024. The amount was recorded within contingencies on the consolidated statements of financial position and expense on the consolidated statements of loss and comprehensive loss for the year ended December 31, 2023. On April 30, 2024, a group representing the sellers of Just Brands LLC to Flora in February 2022 brought an action against the Company in the United States District Court for the Southern District of New York claiming that the Company failed to promptly issue additional shares in accordance with a specific formula set forth in the securities purchase agreement after the two-year anniversary of the closing, which occurred on February 24, 2024. The plaintiffs claim that they are entitled to 182,889 common shares and $38.0 million to complete the acquisition of Just Brands LLC. The Company has assessed the claims and concluded that it is probable that a liability has been incurred and that the Company is able to reasonably estimate the loss based on the fair value of 632,484 common shares of the Company. As at March 31, 2024, this value is $1.5 million and has been recorded in the contingent purchase considerations on the unaudited condensed interim consolidated statement of financial position. The Sales tax relates to estimated amounts owed to certain jurisdictions in the Unites States for sales from the Company's JustCBD operations. The ending balance is recorded within contingencies on the unaudited condensed interim consolidated statement of financial position, and additions to the provision as a reduction of revenue on the unaudited condensed interim consolidated statements of loss and comprehensive loss. Legal proceedings The Company records liabilities for legal proceedings in those instances where it can reasonably estimate the amount of the loss and where liability is probable. The Company is engaged from time-to-time in various legal proceedings and claims that have arisen in the ordinary course of business. The outcome of all the proceedings and claims against the Company is subject to future resolution, including the uncertainties of litigation. Based on information currently known to the Company and after consultation with outside legal counsel, management believes that the probable ultimate resolution of any such proceedings and claims, individually or in the aggregate, will not have a material adverse effect on the financial condition of the Company, taken as a whole as at March 31, 2024. On November 1, 2023, Just Brands filed an Emergency Complaint for Declaratory Judgment and Injunctive Relief in the Southern District of Florida against the Florida Department of Agriculture and Consumer Services (the "Department") stemming from stop sale orders issued by the Department whereby the Department prohibited Just Brands from selling and moving most of its products. Relying on Florida Statute Section 581.217, which includes the definition of "attractive to children," the Department determined Just Brand's product could not be sold or moved because the products were manufactured in the shape of humans, cartoons, or animals; in a form that bears a reasonable resemblance to an existing candy product; and containing color additives. The Court ruled in favor of the Department and that Order was being appealed to the Eleventh Circuit Court of Appeals. Since then, the Department has initiated an Administrative Action claiming Just Brands moved product outside the State of Florida in violation of the stop sale orders. The statute provides for a penalty of up to $5,000 per violation. The Department sought to assess penalties on what they claimed to be a total of 215,154 violations (one for each package). The Company disputed their claim and intended to vigorously defend against this action. The Company has not accrued a liability as of March 31, 2024. The total value of inventory impacted by the stop sale orders was $1.9 million at March 31, 2024. On May 7, 2024, Just Brands and the Department agreed to a settlement and general release, whereby Just Brands will remove the products subject to the stop sales orders from the state of Florida, pay the Department $60,500 to reimburse the Department’s attorney’s fees, and accept a five-year revocation of its food permit in the state of Florida. By signing the release, Just Brands waived, settled and released all claims it had or might have against the Department. On May 31, 2023, Maria Beatriz Fernandez Otero and Sara Cristina Jacome De Torres brought an action against the Company in the Ontario Superior Court of Justice claiming that the Company is obligated to issue 500,000 common shares (pre-splits) each for a purchase price of $0.05 per share. The plaintiffs claim that they are entitled to such shares as compensation for alleged consulting services performed. The Company disputes their claim and intends to vigorously defend against this action. The Company believes that an unfavorable settlement in this matter is remote, and, as such, has not accrued a liability as of March 31, 2024. On May 31, 2023, Ramon Ricardo Castellanos Saenz and Miriam Ortiz brought an action against the Company in the Ontario Superior Court of Justice claiming that the Company is obligated to issue 1,500,000 common shares (pre-splits) each for a purchase price of $0.05 per share. The plaintiffs claim that they are entitled to such shares as compensation for alleged consulting services performed. The Company disputes their claim and intends to vigorously defend against this action. The Company believes that an unfavorable settlement in this matter is remote, and, as such, has not accrued a liability as of March 31, 2024. In connection with the Company's acquisition of FGH, the Company's current CEO and the former Chief Executive Officer of FGH, together with certain affiliated entities under his control, entered into an agreement pursuant to which they agreed to indemnify the Company for certain potential liabilities of FGH and its subsidiaries, up to a maximum of $5.0 million. In addition to the matter regarding the former shareholder of ACA Mueller, discussed above, the following actions are pending as of the date hereof: On February 3, 2023, an action was brought in the Ontario Superior Court of Justice by Nathan Shantz and Liberacion e Inversiones S.A. against various parties including Clifford Starke, the Company's current CEO and FGH's former Chief Executive Officer, and FGH. The statement of claim alleges that, prior to the closing of the Arrangement, 8,831,109 FGH shares purportedly owned by the plaintiffs were wrongfully transferred to third parties, in part through alleged unauthorized steps taken by Mr. Starke. Plaintiffs seek, among other things, a declaration that they are the rightful owners of the shares or, in the alternative, damages. Against FGH, they claim a declaration that, by virtue of the alleged unauthorized transfer of shares, FGH acted oppressively and seek damages in the amount of $4.0 million. The defendants have brought motions to stay the proceedings on the grounds that the Ontario court lacks jurisdiction over the claim. In the event FGH should incur any losses in connection with this matter, such losses are to be indemnified by Mr. Starke subject to the maximum threshold of the indemnity agreement. The Company believes that an unfavorable settlement in this matter is remote, and, as such, has not accrued a liability as of March 31, 2024. The total amount claimed against the former entities of FGH currently exceeds the maximum $5.0 million of the indemnification agreement. However, the Company is estimating the likelihood of loss in these cases will not exceed $4.1 million. |
LOSS PER SHARE
LOSS PER SHARE | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
LOSS PER SHARE [Text Block] | 15. LOSS PER SHARE The Company calculates basic earnings per share based upon the weighted average number of common shares outstanding during the period, while the calculation of diluted earnings per share includes the dilutive effect of potential common shares outstanding during the period. The calculation of diluted earnings per share excludes all potential common shares if their inclusion would have an anti-dilutive effect. Restricted stock award recipients under the 2022 Plan have a non-forfeitable right to receive dividends declared by the Company and are therefore included in computing earnings per share. Three months ended Three months ended March 31, 2024 March 31, 2023 Stock options 38 275 Warrants 2,384 960 Restricted stock awards 24 198 JustCBD potential additional shares to settle contingent consideration 632 657 Total anti-dilutive 3,078 2,090 |
FINANCIAL INSTRUMENTS
FINANCIAL INSTRUMENTS | 3 Months Ended |
Mar. 31, 2024 | |
Financial Instruments [Abstract] | |
FINANCIAL INSTRUMENTS [Text Block] | 16. FINANCIAL INSTRUMENTS Fair value The Company's financial instruments measured at amortized cost as at March 31, 2024 and December 31, 2023 consist of cash, trade and amounts receivable, loans receivable, trade payables, contingencies, accrued liabilities, lease liabilities, and debt and loans payable. The amounts reflected in the unaudited condensed interim consolidated statements of financial position approximate fair value due to the short-term maturity of these instruments. Financial instruments recorded at the reporting date at fair value are classified into one of three levels based upon the fair value hierarchy. Items are categorized based on inputs used to derive fair value based on: Level 1 - quoted prices that are unadjusted in active markets for identical assets or liabilities Level 2 - inputs other than quoted prices included in level 1 that are observable for the asset/liability either directly or indirectly; and Level 3 - inputs for the instruments are not based on any observable market data. The Company's contingent purchase considerations consist of the estimated fair value of contingent purchase consideration from the acquisitions of JustCBD in February 2022 and Original Hemp in March 2023. The amount for JustCBD is measured at FVPL as a Level 2 fair value financial instrument within the fair value hierarchy as at March 31, 2024. The fair value was determined using a simplified calculation which took the expected shares to be issued (632,484) multiplied by the Company's closing share price at March 31, 2024 ($2.31). The amount for Original Hemp is measured at FVPL as a Level 3 fair value financial instrument within the fair value hierarchy as at March 31, 2024. The fair value was determined using discounted cash flow models utilizing two different rates, high (25.1%) and low (18.4%), to estimate the present value of the future cash outflows. As valuations of investments for which market quotations are not readily available are inherently uncertain, may fluctuate within short periods of time and are based on estimates, determination of fair value may differ materially from the values that would have resulted if a ready market existed for the investments. Such changes may have a significant impact on the Company's financial condition or operating results. The following tables present information about the Company's financial instruments and their classifications as at March 31, 2024 and December 31, 2023 and indicate the fair value hierarchy of the valuation inputs utilized to determine such fair value. Fair value measurements at March 31, 2024 using: Level 1 Level 2 Level 3 Total Financial liabilities: Contingent purchase consideration from asset acquisitions and business combinations $ - $ 1,461 $ 241 $ 1,702 Fair value measurements at December 31, 2023 using: Level 1 Level 2 Level 3 Total Financial liabilities: Contingent purchase consideration from asset acquisitions and business combinations $ - $ 854 $ 241 $ 1,095 |
SEGMENTED INFORMATION
SEGMENTED INFORMATION | 3 Months Ended |
Mar. 31, 2024 | |
Segment Reporting [Abstract] | |
SEGMENTED INFORMATION [Text Block] | 17. SEGMENTED INFORMATION The Company reports its financial results for the following two operating segments, which are also its reportable segments: commercial and wholesale (primarily FGH subsidiaries) and house of brands (primarily JustCBD and Vessel subsidiaries). These segments reflect how the Company's operations are managed, how the Company Chief Executive Officer, who is the chief operating decision maker, allocates resources and evaluates performance, and how the Company's internal management financial reporting is structured. For the year ended December 31, 2023, the Company had three operating segments, which were also its reportable segments: commercial and wholesale, house of brands and pharmaceuticals (formerly the Grupo Farmaceutico Cronomed and Breeze Laboratory subsidiaries in Colombia). Due to the sale of the Colombian subsidiaries during 2023 and the resulting reclassification into discontinued operations, the Company no longer reports a pharmaceuticals segment. The Company's operates its manufacturing and distribution business within its United States and Germany subsidiaries. Management has defined the reportable segments of the Company based on this internal business unit reporting, which is by major product line, and aggregates similar businesses into the house of brands segment below. The Corporate segment reflects balances and expenses that do not directly influence business unit operations and includes the Company's long-term investments. Information regarding the Company's segments is summarized as follows: For the three months ended For the three months ended March 31, 2024 March 31, 2023 Net Sales Commercial & Wholesale $ 11,342 $ 7,958 House of Brands 8,020 13,765 Eliminations (1,331 ) (2,404 ) $ 18,031 $ 19,319 Net (Loss) Income from Continuing Operations Commercial & Wholesale $ (236 ) $ 140 House of Brands (967 ) (354 ) Corp & Eliminations (2,171 ) (2,972 ) $ (3,374 ) $ (3,186 ) As at March 31, 2024 December 31, 2023 Assets Commercial & Wholesale $ 10,473 $ 9,096 House of Brands 11,377 11,608 Corp & Eliminations 2,424 2,922 $ 24,274 $ 23,626 Disaggregation of net sales by geographic area: For the three months ended For the three months ended March 31, 2024 March 31, 2023 Net Sales United States $ 6,518 $ 10,999 Germany 11,343 7,958 United Kingdom 170 362 $ 18,031 $ 19,319 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2024 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS [Text Block] | 18. SUBSEQUENT EVENTS ACQUISTION OF TRUHC HOLDING GMBH ("TRUHC") On April 16, 2024, the Company entered into a Stock Purchase Agreement (the "Purchase Agreement") with TruHC Holding GmbH (the "Seller") pursuant to which the Company will acquire all of the issued and outstanding shares of TruHC Pharma GmbH in exchange for 2,770,562 common shares of the Company (the "Purchase Price"). The Purchase Price will be paid and satisfied by the Company in two closings. At the first closing on April 22, 2024, the Company issued 2,135,199 of its common shares, which is equal to 19.99% of the Company's issued and outstanding common shares prior to signing the Purchase Agreement, to Seller. On the second closing (the "Second Closing"), the Company will issue 635,363 of its common shares to Seller after receiving shareholder approval for such issuance in accordance with the rules of the Nasdaq Stock Market at its next special or annual general meeting of shareholders. Under the Purchase Agreement, the Company is required to take all necessary steps and make commercial best efforts to convene a shareholder meeting as soon as reasonably practicable to approve the Second Closing and to recommend the approval of the Second Closing to the Company's shareholders. The Purchase Agreement contains other customary terms, representations, warranties, covenants and closing conditions for a transaction of this nature. Due to the timing of the closing of this transaction, purchase accounting is incomplete. The Company is evaluating the potential effects of this acquisition on the financial statements. The acquisition will be accounted for in accordance with Accounting Standards Codification ("ASC") Topic 805, "Business Combinations". APRIL EQUITY OFFERING On April 4, 2024, Flora entered into an underwriting agreement with Aegis Capital Corp. ("Aegis") as underwriter, relating to the offering, issuance and sale of up to 1,700,000 of the Company's common shares ("Common Shares"), no par value per Common Share, at a public offering price of $1.90 per Common Share. The offering closed on April 8, 2024. The net proceeds to the Company for the offering was approximately $2.8 million, after deducting the underwriting discounts and commissions and estimated offering expenses. The offering of the securities described above was made pursuant to the Company's effective shelf registration statement on Form S-3 (Registration No. 333-274204), filed with the Securities and Exchange Commission (the "SEC") on August 25, 2023 and amended on August 30, 2023, which was declared effective, on September 6, 2023, and the base prospectus included therein, as supplemented by the preliminary prospectus supplement filed with the SEC on April 4, 2024 and the final prospectus supplement with the SEC on April 5, 2024. Aegis acted as sole underwriter for the offering. The Company agreed to provide Aegis an underwriting discount of 7.0% for underwriter-introduced investors and an underwriting discount of 3.0% for Company-introduced investors. The Company reimbursed Aegis for certain of its expenses, in an amount of up to $0.1 million, including legal fees. The Company's CEO, Clifford Starke, subscribed to purchase 1,000,000 of the Common Shares at the public offering price of $1.90 per Common Share AT THE MARKET ("ATM") OFFERING On April 26, 2024, the Company entered into an ATM Issuances Sales Agreement (the "Sales Agreement") with Aegis Capital Corp. (the "Agent") pursuant to which the Company may sell from time to time, at its option, common shares through the Agent in its capacity as sales agent. The sale of common shares, if any, will be made under the Company's registration statement filed on Form S-3 (File No. 333-274204) (the "Registration Statement"), by any method that is deemed to be an "at the market offering" as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended (the "Securities Act"). Subject to the terms and conditions of the Sales Agreement, the Agent will use its commercially reasonable efforts, consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the Nasdaq Capital Market to sell on the Company's behalf all of the common shares requested to be sold by the Company. The Agent will offer the common shares, subject to the terms and conditions of the Sales Agreement, on a daily basis or as otherwise agreed upon by the Company and the Agent. The Company will designate the maximum amount of common shares to be sold through the Agent on a daily basis or otherwise determine such maximum amount, together with the Agent. The Company may instruct the Agent not to sell common shares if the sales cannot be effected at or above the price designated by the Company in any such instruction. The Company or the Agent may suspend the offering of common shares being made through the Agent under the Sales Agreement upon proper notice to the other parties. The aggregate compensation payable to the Agent, on behalf of the Agent, shall be up to 3.0% of the aggregate gross proceeds from each sale of the common shares sold through the Agent pursuant to the Sales Agreement. In addition, the Company has agreed in the Sales Agreement to provide indemnification and contribution to the Agent against certain liabilities, including liabilities under the Securities Act. The Company is not obligated to make any sales of common shares under the Sales Agreement. The offering of common shares pursuant to the Sales Agreement will terminate upon the termination of the Sales Agreement by the Company or by the Agent, only with respect to itself, under the circumstances specified in the Sales Agreement. The Company has yet to sell any of its common shares under the Sales Agreement. |
BASIS OF PRESENTATION (Policies
BASIS OF PRESENTATION (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going concern [Policy Text Block] | Going concern The accompanying unaudited condensed interim consolidated financial statements have been prepared assuming the Company will continue as a going concern. The going concern basis of presentation assumes that the Company will continue one year after the date these unaudited condensed interim consolidated financial statements are issued and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business. The Company had cash of $4.2 million at March 31, 2024, net loss of $3.4 million for the three months ended March 31, 2024, and an accumulated deficit of $145.6 million at March 31, 2024. Current economic and market conditions have put pressure on the Company's growth plans. The Company's ability to continue as a going concern is dependent on its ability to obtain additional capital. The Company believes that its current level of cash is not sufficient to continue investing in growth, while at the same time meeting its obligations as they become due. These conditions raise substantial doubt regarding the Company's ability to continue as a going concern for a period of at least one year from the date of issuance of these unaudited condensed interim consolidated financial statements. To alleviate these conditions, management is currently evaluating various cost reductions and other alternatives and may seek to raise additional funds through the issuance of equity, debt securities, through arrangements with strategic partners, through obtaining credit from financial institutions or otherwise. The actual amount that the Company may be able to raise under these alternatives will depend on market conditions and other factors. As it seeks additional sources of financing, there can be no assurance that such financing would be available to the Company on favorable terms or at all. The Company's ability to obtain additional financing in the debt and equity capital markets is subject to several factors, including but not limited to market and economic conditions, the Company's performance and investor sentiment with respect to it and its industry. The unaudited condensed interim consolidated financial statements do not include any adjustments for the recovery and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Basis of consolidation [Policy Text Block] | Basis of consolidation These unaudited condensed interim consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany balances and transactions were eliminated on consolidation. Subsidiaries are entities the Company controls when it is exposed, or has rights, to variable returns from its involvement in the entity and can affect those returns through its power to direct the relevant activities of the entity. Subsidiaries are included in the consolidated financial results of the Company from the date of acquisition up to the date of disposition or loss of control. At March 31, 2024, the Company's subsidiaries and respective ownership percentage have not changed from the year ended December 31, 2023, except as noted below. During the three months ended March 31, 2024, the Company voluntarily dissolved the Cardiff Brand Corp. U.S. entity. Also during the three months ended March 31, 2024, the Company signed articles of organization for Just Brands FL LLC, a United States domestic limited liability company, which is 100% owned by the Company and has a functional currency of the United States dollar. |
ASSETS HELD FOR SALE AND DISC_2
ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of loss from discontinued operations [Table Text Block] | For the three months ended March 31, 2024 For the three months ended March 31, 2023 Revenue $ - $ 788 Cost of sales - 657 Gross profit from discontinued operations - 131 Operating expenses Consulting and management fees - 369 Professional fees - 36 General and administrative - 176 Promotion and communication - 6 Operating lease expense - 50 Depreciation and amortization - 78 Other expense - 124 Operating loss from discontinued operations - (708 ) Interest expense - - Net loss before income taxes - (708 ) Income tax expense - 11 Loss from discontinued operations $ - $ (719 ) Basic loss per share from discontinued operations $ 0.00 $ (0.11 ) Diluted loss per share from discontinued operations $ 0.00 $ (0.11 ) |
Schedule of significant operating and investing items [Table Text Block] | For the three months ended March 31, 2024 For the three months ended March 31, 2023 Operating activities of discontinued operations Depreciation and amortization $ - $ 78 Investing activities of discontinued operations Purchases of property, plant and equipment $ - $ 94 |
TRADE AND AMOUNTS RECEIVABLE (T
TRADE AND AMOUNTS RECEIVABLE (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Trade And Other Receivables [Abstract] | |
Schedule of trade and amounts receivable [Table Text Block] | March 31, 2024 December 31, 2023 Trade accounts receivable $ 2,595 $ 2,299 Allowance for expected credit losses (317 ) (315 ) HST/VAT receivable 765 1,840 Other receivables 175 126 Total $ 3,218 $ 3,950 |
Schedule of aging of trade accounts receivable [Table Text Block] | March 31, 2024 December 31, 2023 Current $ 567 $ 218 1-30 Days 1,314 588 31-60 Days 236 577 61-90 Days 173 448 91-180 Days 238 401 180+ Days 67 67 Total trade receivables $ 2,595 $ 2,299 |
INVENTORY (Tables)
INVENTORY (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Inventory Disclosure [Abstract] | |
Schedule of inventory [Table Text Block] | March 31, 2024 December 31, 2023 Raw materials and supplies $ 1,053 $ 1,180 Finished goods 8,193 7,328 Total $ 9,246 $ 8,508 |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
PROPERTY PLANT AND EQUIPMENT | |
Schedule of property, plant and equipment [Table Text Block] | March 31, 2024 December 31, 2023 Land $ 292 $ 298 Buildings 91 78 Machinery and office equipment 697 696 Vehicles 37 37 Total 1,117 1,109 Less: accumulated depreciation (331 ) (262 ) Property, plant and equipment, net $ 786 $ 847 |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets [Table Text Block] | Trademarks Patents Total Cost At December 31, 2023 $ 1,892 $ 1,098 $ 2,990 Additions - - - At March 31, 2024 $ 1,892 $ 1,098 $ 2,990 Accumulated Amortization At December 31, 2023 $ 1,132 $ 912 $ 2,044 Additions 31 7 38 At March 31, 2024 $ 1,163 $ 919 $ 2,082 Net book value at March 31, 2024 $ 729 $ 179 $ 908 |
Schedule of estimation of amortization expense [Table Text Block] | 2024 $ 115 2025 152 2026 152 2027 152 2028 152 Thereafter 185 Total $ 908 |
LEASES (Tables)
LEASES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Leases [Abstract] | |
Schedule of leases [Table Text Block] | Three months ended March 31, 2024 Three months ended March 31, 2023 Components of lease expense Operating lease expense $ 165 $ 316 Short-term lease expense 142 55 Sublease income (84 ) - Total lease expense $ 223 $ 371 Other Information Operating cash flows from operating leases $ 345 $ 324 ROU assets obtained in exchange for new operating lease liabilities 1,247 97 Weighted-average remaining lease term in years for operating leases 3.7 2.9 Weighted-average discount rate for operating leases 8.9% 7.7% |
Schedule of maturities of operating lease liabilities [Table Text Block] | Thousands of United States dollars Operating Leases 2024 $ 794 2025 766 2026 678 2027 505 2028 322 Thereafter 28 Total future lease payments 3,093 Less: imputed interest (473 ) Total lease liabilities 2,620 Less: current lease liabilities (803 ) Total non-current lease liabilities $ 1,817 |
SHARE BASED COMPENSATION (Table
SHARE BASED COMPENSATION (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of share options outstanding and exercisable [Table Text Block] | Options Outstanding Number of options (in thousands) Weighted average exercise Weighted average remaining life (years) Aggregate intrinsic value Outstanding balance, December 31, 2023 49 $ 27.04 2.8 $ - Forfeited (11 ) $ 44.03 2.0 - Outstanding balance, March 31, 2024 38 $ 22.25 2.7 $ - Exercisable balance, March 31, 2024 38 $ 22.25 2.7 $ - |
Schedule of restricted stock awards [Table Text Block] | Number of restricted stock awards Weighted average grant date fair value Thousands Balance, December 31, 2023 391 $ 1.41 Vested (363 ) (0.76 ) Cancelled (4 ) (6.90 ) Balance, March 31, 2024 24 $ 10.24 |
WARRANTS (Tables)
WARRANTS (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Warrants [Abstract] | |
Schedule of warrants outstanding [Table Text Block] | Number of warrants Weighted average exercise price Thousands Balance, December 31, 2023 2,384 $ 9.90 Balance, March 31, 2024 2,384 $ 9.90 |
Schedule of warrants outstanding by date of expiry [Table Text Block] | Date of expiry Warrants outstanding Exercise price Grant date fair value Remaining life in years Thousands November 18, 2026 221 $ 75.00 $ 6,729 2.64 November 18, 2027 23 66.00 1,055 3.64 December 8, 2027 25 8.80 149 3.69 September 21, 2028 691 2.50 712 4.48 September 21, 2028 55 2.39 81 4.48 March 21, 2029 1,369 2.50 1,120 4.98 2,384 $ 9.90 $ 9,846 4.58 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of provisions and contingent liabilities [Table Text Block] | Legal disputes Sales tax Total Balance as at December 31, 2023 $ 2,962 $ 2,538 $ 5,500 Payments/Settlements (7 ) (168 ) (175 ) Additional provisions 1,007 158 1,165 Foreign currency translation 101 - 101 Balance as at March 31, 2024 $ 4,063 $ 2,528 $ 6,591 |
LOSS PER SHARE (Tables)
LOSS PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Schedule of anti-dilutive shares [Table Text Block] | Three months ended Three months ended March 31, 2024 March 31, 2023 Stock options 38 275 Warrants 2,384 960 Restricted stock awards 24 198 JustCBD potential additional shares to settle contingent consideration 632 657 Total anti-dilutive 3,078 2,090 |
FINANCIAL INSTRUMENTS (Tables)
FINANCIAL INSTRUMENTS (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Financial Instruments [Abstract] | |
Schedule of information about the financial instruments and their classifications [Table Text Block] | Fair value measurements at March 31, 2024 using: Level 1 Level 2 Level 3 Total Financial liabilities: Contingent purchase consideration from asset acquisitions and business combinations $ - $ 1,461 $ 241 $ 1,702 Fair value measurements at December 31, 2023 using: Level 1 Level 2 Level 3 Total Financial liabilities: Contingent purchase consideration from asset acquisitions and business combinations $ - $ 854 $ 241 $ 1,095 |
SEGMENTED INFORMATION (Tables)
SEGMENTED INFORMATION (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Segment Reporting [Abstract] | |
Schedule of operation segment information [Table Text Block] | For the three months ended For the three months ended March 31, 2024 March 31, 2023 Net Sales Commercial & Wholesale $ 11,342 $ 7,958 House of Brands 8,020 13,765 Eliminations (1,331 ) (2,404 ) $ 18,031 $ 19,319 Net (Loss) Income from Continuing Operations Commercial & Wholesale $ (236 ) $ 140 House of Brands (967 ) (354 ) Corp & Eliminations (2,171 ) (2,972 ) $ (3,374 ) $ (3,186 ) As at March 31, 2024 December 31, 2023 Assets Commercial & Wholesale $ 10,473 $ 9,096 House of Brands 11,377 11,608 Corp & Eliminations 2,424 2,922 $ 24,274 $ 23,626 |
Schedule of disaggregation of net sales by geographic area [Table Text Block] | For the three months ended For the three months ended March 31, 2024 March 31, 2023 Net Sales United States $ 6,518 $ 10,999 Germany 11,343 7,958 United Kingdom 170 362 $ 18,031 $ 19,319 |
BASIS OF PRESENTATION (Narrativ
BASIS OF PRESENTATION (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Cash | $ 4,200 | |
Net loss | (3,374) | $ (3,905) |
Accumulated deficit | $ (145,600) | |
Just Brands FL LLC [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Ownership % | 100% |
ASSETS HELD FOR SALE AND DISC_3
ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS (Narrative) (Details) $ in Millions, $ in Millions | 12 Months Ended | ||
Jul. 05, 2023 CAD ($) | Jul. 05, 2023 USD ($) | Dec. 31, 2023 CAD ($) | |
Share Purchase Agreement [Member] | Lisan Farma Colombia LLC [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Proceeds from property held for sale | $ 0.8 | $ 0.6 | $ 0.5 |
ASSETS HELD FOR SALE AND DISC_4
ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS (Schedule of loss from discontinued operations) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Loss from discontinued operations | $ 0 | $ (719) |
Share Purchase Agreement [Member] | Lisan Farma Colombia LLC [Member] | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Revenue | 0 | 788 |
Cost of sales | 0 | 657 |
Gross profit from discontinued operations | 0 | 131 |
Consulting and management fees | 0 | 369 |
Professional fees | 0 | 36 |
General and administrative | 0 | 176 |
Promotion and communication | 0 | 6 |
Operating lease expense | 0 | 50 |
Depreciation and amortization | 0 | 78 |
Other expense | 0 | 124 |
Operating loss from discontinued operations | 0 | (708) |
Interest expense | 0 | 0 |
Net loss before income taxes | 0 | (708) |
Income tax expense | 0 | 11 |
Loss from discontinued operations | $ 0 | $ (719) |
Basic loss per share from discontinued operations | $ 0 | $ (0.11) |
Diluted loss per share from discontinued operations | $ 0 | $ (0.11) |
ASSETS HELD FOR SALE AND DISC_5
ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS (Schedule of significant operating and investing items) (Details) - Share Purchase Agreement [Member] - Lisan Farma Colombia LLC [Member] - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Operating activities of discontinued operations | ||
Depreciation and amortization | $ 0 | $ 78 |
Investing activities of discontinued operations | ||
Purchases of property, plant and equipment | $ 0 | $ 94 |
TRADE AND AMOUNTS RECEIVABLE (N
TRADE AND AMOUNTS RECEIVABLE (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Trade And Other Receivables [Abstract] | ||
Write-offs of trade receivables | $ 0 | $ 0.1 |
TRADE AND AMOUNTS RECEIVABLE (S
TRADE AND AMOUNTS RECEIVABLE (Schedule of trade and other receivables) (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Trade And Other Receivables [Abstract] | ||
Trade accounts receivable | $ 2,595 | $ 2,299 |
Allowance for expected credit losses | (317) | (315) |
HST/VAT receivable | 765 | 1,840 |
Other receivables | 175 | 126 |
Total | $ 3,218 | $ 3,950 |
TRADE AND AMOUNTS RECEIVABLE _2
TRADE AND AMOUNTS RECEIVABLE (Schedule of aging of trade accounts receivable) (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Financing Receivable, Past Due [Line Items] | ||
Total trade receivables | $ 2,595 | $ 2,299 |
Current [Member] | ||
Financing Receivable, Past Due [Line Items] | ||
Total trade receivables | 567 | 218 |
1-30 Days [Member] | ||
Financing Receivable, Past Due [Line Items] | ||
Total trade receivables | 1,314 | 588 |
31-60 Days [Member] | ||
Financing Receivable, Past Due [Line Items] | ||
Total trade receivables | 236 | 577 |
61-90 Days [Member] | ||
Financing Receivable, Past Due [Line Items] | ||
Total trade receivables | 173 | 448 |
91-180 Days [Member] | ||
Financing Receivable, Past Due [Line Items] | ||
Total trade receivables | 238 | 401 |
180+ Days [Member] | ||
Financing Receivable, Past Due [Line Items] | ||
Total trade receivables | $ 67 | $ 67 |
INVENTORY (Schedule of inventor
INVENTORY (Schedule of inventory) (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Inventory Disclosure [Abstract] | ||
Raw materials and supplies | $ 1,053 | $ 1,180 |
Finished goods | 8,193 | 7,328 |
Total | $ 9,246 | $ 8,508 |
PROPERTY PLANT AND EQUIPMENT (N
PROPERTY PLANT AND EQUIPMENT (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
PROPERTY PLANT AND EQUIPMENT | ||
Depreciation expense | $ 0.1 | $ 0.1 |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT (Schedule of property, plant and equipment) (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | $ 1,117 | $ 1,109 |
Less: accumulated depreciation | (331) | (262) |
Property, plant and equipment, net | 786 | 847 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | 292 | 298 |
Buildings [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | 91 | 78 |
Machinery and office equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | 697 | 696 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | $ 37 | $ 37 |
INTANGIBLE ASSETS AND GOODWIL_2
INTANGIBLE ASSETS AND GOODWILL (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 38 | $ 800 |
Weighted average amortization period remaining for intangible assets | 6 years |
INTANGIBLE ASSETS AND GOODWIL_3
INTANGIBLE ASSETS AND GOODWILL (Schedule of intangible assets) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, Cost, Beginning balance | $ 2,990 | |
Intangible assets, Cost, Additions | 0 | |
Intangible assets, Cost, Ending balance | 2,990 | |
Intangible assets, Accumulated Amortization, Beginning balance | 2,044 | |
Intangible assets, Accumulated Amortization, Additions | 38 | $ 800 |
Intangible assets, Accumulated Amortization, Ending balance | 2,082 | |
Intangible assets, Net book value, Ending balance | 908 | |
Trademarks and Brands [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, Cost, Beginning balance | 1,892 | |
Intangible assets, Cost, Additions | 0 | |
Intangible assets, Cost, Ending balance | 1,892 | |
Intangible assets, Accumulated Amortization, Beginning balance | 1,132 | |
Intangible assets, Accumulated Amortization, Additions | 31 | |
Intangible assets, Accumulated Amortization, Ending balance | 1,163 | |
Intangible assets, Net book value, Ending balance | 729 | |
Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, Cost, Beginning balance | 1,098 | |
Intangible assets, Cost, Additions | 0 | |
Intangible assets, Cost, Ending balance | 1,098 | |
Intangible assets, Accumulated Amortization, Beginning balance | 912 | |
Intangible assets, Accumulated Amortization, Additions | 7 | |
Intangible assets, Accumulated Amortization, Ending balance | 919 | |
Intangible assets, Net book value, Ending balance | $ 179 |
INTANGIBLE ASSETS AND GOODWIL_4
INTANGIBLE ASSETS AND GOODWILL (Schedule of estimation of amortization expense) (Details) $ in Thousands | Mar. 31, 2024 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2024 | $ 115 |
2025 | 152 |
2026 | 152 |
2027 | 152 |
2028 | 152 |
Thereafter | 185 |
Total | $ 908 |
ASSET IMPAIRMENT (Narrative) (D
ASSET IMPAIRMENT (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Goodwill [Line Items] | ||
Asset impairment | $ 898 | $ 0 |
DEBT (Narrative) (Details)
DEBT (Narrative) (Details) - 3 months ended Mar. 31, 2024 - Euro Credit Facility [Member] € in Millions, $ in Millions | EUR (€) | USD ($) | USD ($) |
Line of Credit Facility [Line Items] | |||
Credit facility | € 4.3 | $ 4.6 | |
Outstanding amount | € 2.9 | $ 3.1 | |
Minimum [Member] | |||
Line of Credit Facility [Line Items] | |||
Credit facility rate | 5.45% | 5.45% | |
Maximum [Member] | |||
Line of Credit Facility [Line Items] | |||
Credit facility rate | 6.44% | 6.44% |
LEASES (Narrative) (Details)
LEASES (Narrative) (Details) | Mar. 31, 2024 USD ($) |
Leases [Abstract] | |
Monthly lease payment | $ 8,000 |
LEASES (Schedule of leases) (De
LEASES (Schedule of leases) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Leases [Abstract] | ||
Operating lease expense | $ 165 | $ 316 |
Short-term lease expense | 142 | 55 |
Sublease income | (84) | 0 |
Total lease expense | 223 | 371 |
Other Information | ||
Operating cash flows from operating leases | 345 | 324 |
ROU assets obtained in exchange for new operating lease liabilities | $ 1,247 | $ 97 |
Weighted-average remaining lease term in years for operating leases | 3 years 8 months 12 days | 2 years 10 months 24 days |
Weighted-average discount rate for operating leases | 8.90% | 7.70% |
LEASES (Schedule of maturities
LEASES (Schedule of maturities of operating lease liabilities) (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Leases [Abstract] | ||
2024 | $ 794 | |
2025 | 766 | |
2026 | 678 | |
2027 | 505 | |
2028 | 322 | |
Thereafter | 28 | |
Total future lease payments | 3,093 | |
Less: imputed interest | (473) | |
Total lease liabilities | 2,620 | |
Less: current lease liabilities | (803) | $ (799) |
Total non-current lease liabilities | $ 1,817 | $ 942 |
SHARE CAPITAL (Narrative) (Deta
SHARE CAPITAL (Narrative) (Details) $ in Millions | Mar. 08, 2024 USD ($) shares |
Stockholders' Equity Note [Abstract] | |
Stock issued during period, other (shares) | shares | 50,000 |
Stock issued during period, other | $ | $ 0.1 |
SHARE BASED COMPENSATION (Narra
SHARE BASED COMPENSATION (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expense (benefit) related to options granted | $ 100 | $ 100 |
Remaining cost for nonvested awards | 0 | |
Restricted stock awards [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Restricted stock awards expense | 100 | $ 500 |
Unrecognized compensation expense | $ 100 |
SHARE BASED COMPENSATION (Sched
SHARE BASED COMPENSATION (Schedule of share options roll forward) (Details) - Stock options [Member] - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of options, Beginning Balance | 49 | |
Number of options, Forfeited | (11) | |
Number of options, Ending Balance | 38 | |
Number of options, Exercisable balance | 38 | |
Weighted average exercise price, Beginning Balance | $ 27.04 | |
Weighted average exercise price, Forfeited | 44.03 | |
Weighted average exercise price, Ending Balance | 22.25 | |
Weighted average exercise price, Exercisable balance | $ 22.25 | |
Weighted average remaining life, Forfeited | 2 years | |
Weighted average remaining life, Ending Balance | 2 years 8 months 12 days | 2 years 9 months 18 days |
Weighted average remaining life, Exercisable | 2 years 8 months 12 days | |
Aggregate intrinsic value, Beginning | $ 0 | |
Aggregate intrinsic value, Ending | 0 | |
Aggregate intrinsic value, Exercisable | $ 0 |
SHARE BASED COMPENSATION (Sch_2
SHARE BASED COMPENSATION (Schedule of restricted stock awards) (Details) - Restricted stock awards [Member] shares in Thousands | 3 Months Ended |
Mar. 31, 2024 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of restricted stock awards, beginning balance | shares | 391 |
Vested | shares | (363) |
Cancelled | shares | (4) |
Number of restricted stock awards, ending balance | shares | 24 |
Weighted average exercise price, beginning balance | $ / shares | $ 1.41 |
Weighted average exercise price, Cancelled | $ / shares | (6.9) |
Weighted average exercise price, Vested | $ / shares | (0.76) |
Weighted average exercise price, ending balance | $ / shares | $ 10.24 |
WARRANTS (Schedule of warrants
WARRANTS (Schedule of warrants outstanding) (Details) - Warrants [Member] shares in Thousands | Mar. 31, 2024 $ / shares shares |
Class of Warrant or Right [Line Items] | |
Number of warrants, beginning balance | shares | 2,384 |
Number of warrants, ending balance | shares | 2,384 |
Weighted average exercise price, beginning balance | $ / shares | $ 9.9 |
Weighted average exercise price, ending balance | $ / shares | $ 9.9 |
WARRANTS (Schedule of warrant_2
WARRANTS (Schedule of warrants outstanding by date of expiry) (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended |
Mar. 31, 2024 USD ($) $ / shares shares | |
November 18, 2026 [Member] | |
Class of Warrant or Right [Line Items] | |
Date of expiry | November 18, 2026 |
Warrants outstanding | shares | 221 |
Exercise price | $ / shares | $ 75 |
Grant date fair value | $ | $ 6,729 |
Remaining life in years | 2 years 7 months 20 days |
November 18, 2027 [Member] | |
Class of Warrant or Right [Line Items] | |
Date of expiry | November 18, 2027 |
Warrants outstanding | shares | 23 |
Exercise price | $ / shares | $ 66 |
Grant date fair value | $ | $ 1,055 |
Remaining life in years | 3 years 7 months 20 days |
December 8, 2027 [Member] | |
Class of Warrant or Right [Line Items] | |
Date of expiry | December 8, 2027 |
Warrants outstanding | shares | 25 |
Exercise price | $ / shares | $ 8.8 |
Grant date fair value | $ | $ 149 |
Remaining life in years | 3 years 8 months 8 days |
September 21, 2028 [Member] | |
Class of Warrant or Right [Line Items] | |
Date of expiry | September 21, 2028 |
Warrants outstanding | shares | 691 |
Exercise price | $ / shares | $ 2.5 |
Grant date fair value | $ | $ 712 |
Remaining life in years | 4 years 5 months 23 days |
September 21, 2028 [Member] | |
Class of Warrant or Right [Line Items] | |
Date of expiry | September 21, 2028 |
Warrants outstanding | shares | 55 |
Exercise price | $ / shares | $ 2.39 |
Grant date fair value | $ | $ 81 |
Remaining life in years | 4 years 5 months 23 days |
March 21, 2029 [Member] | |
Class of Warrant or Right [Line Items] | |
Date of expiry | March 21, 2029 |
Warrants outstanding | shares | 1,369 |
Exercise price | $ / shares | $ 2.5 |
Grant date fair value | $ | $ 1,120 |
Remaining life in years | 4 years 11 months 23 days |
Warrants [Member] | |
Class of Warrant or Right [Line Items] | |
Warrants outstanding | shares | 2,384 |
Exercise price | $ / shares | $ 9.9 |
Grant date fair value | $ | $ 9,846 |
Remaining life in years | 4 years 6 months 29 days |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Narrative) (Details) | 1 Months Ended | 3 Months Ended | |||||
May 07, 2024 USD ($) | Mar. 31, 2024 USD ($) $ / shares | Nov. 01, 2023 USD ($) Violations | Feb. 03, 2023 USD ($) shares | Apr. 30, 2024 USD ($) shares | May 31, 2023 $ / shares shares | Mar. 31, 2024 USD ($) $ / shares shares | |
Schedule Of Commitments And Contingencies [Line Items] | |||||||
Loss contingency provision | $ 1,165,000 | ||||||
ACA Muller [Member] | |||||||
Schedule Of Commitments And Contingencies [Line Items] | |||||||
Damages awarded | $ 3,000,000 | ||||||
Loss contingency interest payment terms | rate of 5% above the prime rate since September 6, 2020 in addition to 83% of the legal fees. | ||||||
Loss contingency, estimate of possible loss, interest accrued | $ 1,000,000 | $ 1,000,000 | |||||
Loss contingency provision | 4,100,000 | ||||||
Estimated loss on potential liabilities | $ 4,100,000 | $ 4,100,000 | |||||
Gerardo Andres Garcia Mendez [Member] | |||||||
Schedule Of Commitments And Contingencies [Line Items] | |||||||
Number of shares to be issued pre-one-for three reverse stock split | shares | 3,000,000 | ||||||
Purchase price per share | $ / shares | $ 0.05 | $ 0.05 | |||||
Description of settlement of disputes | In December 2023, the Company entered into a settlement agreement with Mr. Garcia Mendez pursuant to which the Company will pay less than $0.1 million to Mr. Garcia Mendez to settle the dispute. | ||||||
Just Brands LLC [Member] | |||||||
Schedule Of Commitments And Contingencies [Line Items] | |||||||
Amounts payable per violation of stop sale orders | $ 5,000 | ||||||
Number of violations in stop sale orders | Violations | 215,154 | ||||||
Inventory impacted by stop sale orders | $ 1,900,000 | $ 1,900,000 | |||||
Loss contingency provision | $ 1,500,000 | ||||||
Just Brands LLC [Member] | Subsequent Event [Member] | |||||||
Schedule Of Commitments And Contingencies [Line Items] | |||||||
Damages awarded | $ 60,500 | ||||||
Damages sought | $ 38,000,000 | ||||||
Number of shares under plaintiff claim | shares | 182,889 | ||||||
Number of shares loss estimate is based on | shares | 632,484 | ||||||
Franchise Global Health Inc [Member] | |||||||
Schedule Of Commitments And Contingencies [Line Items] | |||||||
Wrongfully transferred shares | shares | 8,831,109 | ||||||
Damages sought | $ 4,000,000 | ||||||
Potential liabilities | 5,000,000 | ||||||
Estimated loss on potential liabilities | $ 4,100,000 | ||||||
Maria Beatriz Fernandez Otero and Sara Cristina Jacome De Torres [Member] | |||||||
Schedule Of Commitments And Contingencies [Line Items] | |||||||
Number of shares to be issued pre-one-for three reverse stock split | shares | 500,000 | ||||||
Purchase price per share | $ / shares | $ 0.05 | ||||||
Ramon Ricardo Castellanos Saenz and Miriam Ortiz [Member] | |||||||
Schedule Of Commitments And Contingencies [Line Items] | |||||||
Number of shares to be issued pre-one-for three reverse stock split | shares | 1,500,000 | ||||||
Purchase price per share | $ / shares | $ 0.05 |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES (Schedule of provisions and contingent liabilities) (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Schedule Of Commitments And Contingencies [Line Items] | |
Beginning balance | $ 5,500 |
Payments/Settlements | (175) |
Additional provisions | 1,165 |
Foreign currency translation | 101 |
Ending balance | 6,591 |
Legal disputes [Member] | |
Schedule Of Commitments And Contingencies [Line Items] | |
Beginning balance | 2,962 |
Payments/Settlements | (7) |
Additional provisions | 1,007 |
Foreign currency translation | 101 |
Ending balance | 4,063 |
Sales tax [Member] | |
Schedule Of Commitments And Contingencies [Line Items] | |
Beginning balance | 2,538 |
Payments/Settlements | (168) |
Additional provisions | 158 |
Foreign currency translation | 0 |
Ending balance | $ 2,528 |
LOSS PER SHARE (Schedule of ant
LOSS PER SHARE (Schedule of anti-dilutive shares) (Details) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total anti-dilutive | 3,078 | 2,090 |
Stock options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total anti-dilutive | 38 | 275 |
Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total anti-dilutive | 2,384 | 960 |
Restricted stock awards [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total anti-dilutive | 24 | 198 |
JustCBD potential additional shares to settle contingent consideration [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total anti-dilutive | 632 | 657 |
Financial Instruments (Narrativ
Financial Instruments (Narrative) (Details) | Mar. 31, 2024 $ / shares shares |
Financial Instruments [Abstract] | |
Expected shares to be issued | shares | 632,484 |
Closing share price | $ / shares | $ 2.31 |
Cash flow model, high rate | 25.10% |
Cash flow model, low rate | 18.40% |
FINANCIAL INSTRUMENTS AND RISK
FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (Schedule of information about the financial instruments and their classifications) (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Contingent purchase consideration from asset acquisitions and business combinations | $ 1,702 | $ 1,095 |
Level 1 [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Contingent purchase consideration from asset acquisitions and business combinations | 0 | 0 |
Level 2 [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Contingent purchase consideration from asset acquisitions and business combinations | 1,461 | 854 |
Level 3 [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Contingent purchase consideration from asset acquisitions and business combinations | $ 241 | $ 241 |
SEGMENTED INFORMATION (Narrativ
SEGMENTED INFORMATION (Narrative) (Details) - Segment | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Segment Reporting [Abstract] | ||
Number of operating segments | 2 | 3 |
SEGMENTED INFORMATION (Schedule
SEGMENTED INFORMATION (Schedule of operation segments information) (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Segment Reporting Information [Line Items] | |||
Net Sales | $ 18,031 | $ 19,319 | |
Net Income (Loss) | (3,374) | (3,186) | |
Assets | 24,274 | $ 23,626 | |
Commercial & Wholesale [Member] | |||
Segment Reporting Information [Line Items] | |||
Net Sales | 11,342 | 7,958 | |
Net Income (Loss) | (236) | 140 | |
Assets | 10,473 | 9,096 | |
House of Brands [Member] | |||
Segment Reporting Information [Line Items] | |||
Net Sales | 8,020 | 13,765 | |
Net Income (Loss) | (967) | (354) | |
Assets | 11,377 | 11,608 | |
Corp & Eliminations [Member] | |||
Segment Reporting Information [Line Items] | |||
Net Sales | (1,331) | (2,404) | |
Net Income (Loss) | (2,171) | $ (2,972) | |
Assets | $ 2,424 | $ 2,922 |
SEGMENTED INFORMATION (Schedu_2
SEGMENTED INFORMATION (Schedule of disaggregation of net sales by geographic area) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Segment Reporting Information [Line Items] | ||
Net Sales | $ 18,031 | $ 19,319 |
United States [Member] | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 6,518 | 10,999 |
Germany [Member] | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 11,343 | 7,958 |
United Kingdom [Member] | ||
Segment Reporting Information [Line Items] | ||
Net Sales | $ 170 | $ 362 |
SUBSEQUENT EVENTS (Narrative) (
SUBSEQUENT EVENTS (Narrative) (Details) - Subsequent Events [Member] - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | ||||
Apr. 26, 2024 | Apr. 22, 2024 | Apr. 08, 2024 | Apr. 04, 2024 | Apr. 16, 2024 | |
Subsequent Event [Line Items] | |||||
Percentage of aggregate gross proceeds from sale of common shares | 3% | ||||
TruHC Holding GmbH [Member] | |||||
Subsequent Event [Line Items] | |||||
Number of common shares in purchase consideration | 2,770,562 | ||||
Aegis Capital Corp [Member] | |||||
Subsequent Event [Line Items] | |||||
Issuance and sale of common shares | 1,700,000 | ||||
Offering price per common share | $ 1.9 | ||||
Net proceeds | $ 2.8 | ||||
Underwriting commitments | The Company agreed to provide Aegis an underwriting discount of 7.0% for underwriter-introduced investors and an underwriting discount of 3.0% for Company-introduced investors. | ||||
Underwriting expense | $ 0.1 | ||||
First Closing [Member] | |||||
Subsequent Event [Line Items] | |||||
Number of common shares in purchase consideration | 2,135,199 | ||||
Percentage of issued and outstanding common shares | 19.99% | ||||
Second Closing [Member] | |||||
Subsequent Event [Line Items] | |||||
Number of common shares in purchase consideration | 635,363 | ||||
Clifford Starke [Member] | |||||
Subsequent Event [Line Items] | |||||
Number of common shares in purchase consideration | 1,000,000 | ||||
Offering price per common share | $ 1.9 |