Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2022 | May 09, 2022 | |
Cover [Abstract] | ||
Entity Registrant Name | LOWELL FARMS INC. | |
Entity Central Index Key | 0001838128 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | true | |
Entity Current Reporting Status | Yes | |
Document Period End Date | Mar. 31, 2022 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2022 | |
Entity Ex Transition Period | false | |
Entity Common Stock Shares Outstanding | 100,288,094 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 000-56254 | |
Entity Incorporation State Country Code | Z4 | |
Entity Interactive Data Current | Yes | |
Entity Address Address Line 1 | 19 Quail Run Circle - Suite B | |
Entity Address City Or Town | Salinas | |
Entity Address State Or Province | CA | |
Entity Address Postal Zip Code | 93907 | |
City Area Code | 831 | |
Local Phone Number | 998-8214 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Current Assets: | ||
Cash And Cash Equivalents | $ 5,886 | $ 7,887 |
Accounts Receivable - Net Of Allowance For Doubtful Accounts Of $827 And $1,139 At March 31, 2022 And December 31, 2021, Respectively | 5,644 | 8,222 |
Inventory | 15,807 | 13,343 |
Prepaid Expenses And Other Current Assets | 2,702 | 1,976 |
Total Current Assets | 30,039 | 31,428 |
Property And Equipment, Net | 63,833 | 64,779 |
Other Intangibles, Net | 40,674 | 40,756 |
Other Assets | 346 | 416 |
Total Assets | 134,892 | 137,379 |
Current Liabilities: | ||
Accounts Payable | 2,317 | 3,102 |
Accrued Payroll And Benefits | 744 | 650 |
Notes Payable, Current Portion | 258 | 221 |
Lease Obligation, Current Portion | 2,503 | 2,444 |
Other Current Liabilities | 6,224 | 3,706 |
Total Current Liabilities | 12,046 | 10,123 |
Notes Payable | 19 | 28 |
Lease Obligation | 33,407 | 34,052 |
Convertible Debentures | 14,196 | 14,012 |
Mortgage Obligation | 8,813 | 8,857 |
Total Liabilities | 68,481 | 67,072 |
Stockholders' Equity | ||
Share Capital | 189,529 | 189,368 |
Accumulated Deficit | (123,118) | (119,061) |
Total Stockholders' Equity | 66,411 | 70,307 |
Total Liabilities And Stockholders' Equity | $ 134,892 | $ 137,379 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) | ||
Allowance For Doubtful Accounts | $ 827 | $ 1,139 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS) (unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS) (unaudited) | ||
Net Revenue | $ 12,409 | $ 11,026 |
Cost Of Goods Sold | 10,835 | 12,503 |
Gross Profit (loss) | 1,574 | (1,477) |
Operating Expenses | ||
General And Administrative | 2,164 | 2,460 |
Sales And Marketing | 1,761 | 1,441 |
Depreciation And Amortization | 108 | 324 |
Total Operating Expenses | 4,033 | 4,225 |
Loss From Operations | (2,459) | (5,702) |
Other Income/(expense) | ||
Other Income (expense) | (143) | (229) |
Unrealized Change In Fair Value Of Investment | (70) | 106 |
Interest Expense | (1,310) | (831) |
Total Other Income (expense) | (1,523) | (954) |
Loss Before Provision For Income Taxes | (3,982) | (6,656) |
Provision For Income Taxes | 75 | 63 |
Net Loss | $ (4,057) | $ (6,719) |
Basic | $ (0.04) | $ (0.13) |
Diluted | $ (0.04) | $ (0.13) |
Weighted Average Shares Outstanding: | ||
Basic | 100,118 | 53,592 |
Diluted | 100,118 | 53,592 |
CONDENDSED CONSOLIDATED STATEME
CONDENDSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIT) (Unaudited) - USD ($) | Total | Subordinate Voting Shares | Super Voting Shares | Share Capital | Accumulated Deficit |
Balance, Shares at Dec. 31, 2020 | 57,617,000 | 203,000 | |||
Balance, Amount at Dec. 31, 2020 | $ 31,156,000 | $ 125,540,000 | $ (94,384,000) | ||
Net Loss | (6,719,000) | 0 | (6,719,000) | ||
Shares Issued In Connection With Conversion Of Convertible Debentures, Shares | 1,390 | ||||
Shares Issued In Connection With Conversion Of Convertible Debentures, Amount | 277 | 277 | 0 | ||
Issuance Of Shares Associated With Acquisitions, Shares | 22,644 | ||||
Issuance Of Shares Associated With Acquisitions, Amount | 34,237 | 34,237 | 0 | ||
Exercise Of Warrants, Shares | 1,324 | ||||
Exercise Of Warrants, Amount | 665 | 665 | 0 | ||
Share-based Compensation Expense, Shares | 246 | ||||
Share-based Compensation Expense, Amount | 287 | 287 | 0 | ||
Balance, Shares at Mar. 31, 2021 | 83,221,000 | 203,000 | |||
Balance, Amount at Mar. 31, 2021 | 59,903,000 | 161,006,000 | (101,103,000) | ||
Balance, Shares at Dec. 31, 2021 | 111,806,000 | 203,000 | |||
Balance, Amount at Dec. 31, 2021 | 70,307,000 | 189,368,000 | (119,061,000) | ||
Net Loss | (4,057,000) | 0 | (4,057,000) | ||
Share-based Compensation Expense, Shares | 220 | ||||
Share-based Compensation Expense, Amount | 161 | 161 | 0 | ||
Balance, Shares at Mar. 31, 2022 | 112,026,000 | 203,000 | |||
Balance, Amount at Mar. 31, 2022 | $ 66,411,000 | $ 189,529,000 | $ (123,118,000) |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash Flow From Operating Activities | ||
Net Loss | $ (4,057) | $ (6,719) |
Adjustments To Reconcile Net Loss To Net Cash Used In Operating Activities: | ||
Depreciation And Amortization | 1,511 | 908 |
Amortization Of Debt Issuance Costs | 226 | 204 |
Share-based Compensation Expense | 161 | 287 |
Provision For Doubtful Accounts | 243 | 224 |
Termination Of Branding Rights Agreement | 0 | 152 |
Unrealized Gain On Change In Fair Value Of Investments | 70 | (106) |
Changes In Operating Assets And Liabilities: | ||
Accounts Receivable | 2,335 | (2,471) |
Inventory | (2,464) | (653) |
Prepaid Expenses And Other Current Assets | (726) | 1,058 |
Other Assets | 0 | (9) |
Accounts Payable And Accrued Expenses | 1,827 | (2,146) |
Net Cash Used In Operating Activities | (874) | (9,271) |
Cash Flow From Investing Activities | ||
Proceeds From Asset Sales | 0 | 1,980 |
Purchases Of Property And Equipment | (483) | (373) |
Acquisition Of Business Assets, Net | 0 | (4,569) |
Net Cash Used In Investing Activities | (483) | (2,962) |
Cash Flow From Financing Activities | ||
Principal Payments On Lease Obligations | (586) | (580) |
Payments On Notes Payable | (58) | (31) |
Proceeds From Exercise Of Warrants And Options | 0 | 665 |
Net Cash (used) Provided By Financing Activities | (644) | 54 |
Change In Cash And Cash Equivalents | (2,001) | (12,179) |
Cash And Cash Equivalents-beginning Of Year | 7,887 | 25,751 |
Cash, Cash Equivalents -end Of Period | 5,886 | 13,572 |
Supplemental Disclosure Of Cash Flow Information | ||
Cash Paid During The Period For Interest | 1,018 | 846 |
Cash Paid During The Period For Income Taxes | 268 | 91 |
Other Noncash Investing And Financing Activities | ||
Purchase Of Property And Equipment Not Yet Paid For | 79 | 0 |
Issuance Of Subordinate Voting Shares In Exchange For Net Assets Acquired | 0 | 34,237 |
Liabilities Assumed And Receivable Forgiveness In Exchange For Net Assets Acquired | 0 | 2,910 |
Debt And Associated Accrued Interest Converted To Subordinate Voting Shares | $ 0 | $ 665 |
BASIS OF PRESENTATION AND SUMMA
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2022 | |
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis Of Presentation And Summary Of Significant Accounting Policies | 1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The interim unaudited condensed consolidated financial statements included herein have been prepared by Lowell Farms Inc. (the “Company” or “Lowell”) pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”), including the instructions to the Quarterly Report on Form 10-Q and Article 10 of Regulation S-X. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. The interim unaudited condensed consolidated financial statements reflect, in the opinion of management, all adjustments necessary (consisting only of normal recurring adjustments), to present a fair statement of results for the interim periods presented. The operating results for any interim period are not necessarily indicative of the results that may be expected for other interim periods or the full fiscal year. The accompanying interim unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto in the Company’s Form 10-K filed for the year ended December 31, 2021. There have been no material changes to our significant accounting policies as of and for the three months ended March 31, 2022. The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries after the elimination of all intercompany balances and transactions. The condensed consolidated balance sheet at December 31, 2021, has been derived from the audited consolidated financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of America. All dollar amounts in the notes to condensed consolidated financial statements are expressed in thousands of United States dollars (“$” or “US$”), unless otherwise indicated. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles in the United States (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates in these financial statements include allowance for doubtful accounts and credit losses, carrying value of inventory, revenue recognition, accounting for stock-based compensation expense, and income taxes. Actual results could differ from those estimates. The global COVID-19 pandemic has impacted the operations and purchasing decisions of companies worldwide. It also has created and may continue to create significant uncertainty in the global economy. The Company has undertaken measures to protect its employees, partners, customers, and vendors. In addition, the Company’s personnel are subject to various travel restrictions, which limit the ability of the Company to provide services to customers and affiliates. This impacts the Company’s normal operations. To date, the Company has been able to provide uninterrupted access to its products and services, including certain employees that are working remotely, and its pre-existing infrastructure that supports secure access to the Company’s internal systems. If, however, the COVID-19 pandemic has a substantial impact on the productivity of the Company’s employees or its partners’ or customers’ decision to use the Company’s products and services, the results of the Company’s operations and overall financial performance may be adversely impacted. The duration and extent of the impact from the COVID-19 pandemic depends on future developments that cannot be accurately predicted at this time. As of the date of issuance of the financial statements, the Company is not aware of any specific event or circumstance that would require updates to the Company’s estimates and judgments or revisions to the carrying value of its assets or liabilities. These estimates may change, as new events occur and additional information is obtained, and are recognized in the condensed consolidated financial statements as soon as they become known. Actual results could differ from those estimates and any such differences may be material to the financial statements. Recently Adopted Accounting Standards In May 2020, the SEC adopted the final rule under SEC release No. 33-10786, Amendments to Financial Disclosures about Acquired and Disposed Businesses, amending Rule 1- 02(w)(2) which includes amendments to certain of its rules and forms related to the disclosure of financial information regarding acquired or disposed businesses. Among other changes, the amendments impact SEC rules relating to (1) the definition of “significant” subsidiaries, (2) requirements to provide financial statements for “significant” acquisitions, and (3) revisions to the formulation and usage of pro forma financial information. The final rule became effective on January 1, 2021; however, voluntary early adoption was permitted. The Company early adopted the provisions of the final rule in 2020. The guidance did not have a material impact on the Company’s consolidated financial statements and disclosures. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. This guidance removes certain exceptions to the general principles in Topic 740 and enhances and simplifies various aspects of the income tax accounting guidance, including requirements such as tax basis step-up in goodwill obtained in a transaction that is not a business combination, ownership changes in investments, and interim-period accounting for enacted changes in tax law. This standard is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2020. This guidance was effective for the Company in our fiscal year and interim periods beginning on January 1, 2021 and did not have a material impact on our consolidated financial statements. In January 2020, the FASB issued ASU 2020-01 Investments-Equity Securities (Topic 321), Investments-Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) - Clarifying the Interactions between Topic 321, Topic 323, and Topic 815. This guidance addresses accounting for the transition into and out of the equity method and provides clarification of the interaction of rules for equity securities, the equity method of accounting, and forward contracts and purchase options on certain types of securities. This standard is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2020. We evaluated the impact of ASU 2020-01, which was effective for the Company in our fiscal year and interim periods beginning on January 1, 2021 and it did not have a material impact on our consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40). This update amends the guidance on convertible instruments and the derivatives scope exception for contracts in an entity’s own equity and improves and amends the related EPS guidance for both Subtopics. This standard is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2021. We evaluated the impact of ASU 2020-06,which was effective for the Company in our fiscal year and interim periods beginning on January 1, 2022 and it did not have a material impact on our consolidated financial statements. . No other recently issued accounting pronouncements had or are expected to have a material impact on our consolidated financial statements. |
ACQUISITIONS
ACQUISITIONS | 3 Months Ended |
Mar. 31, 2022 | |
ACQUISITIONS | |
Acquisitions | 2. ACQUISITIONS Recently Completed Acquisitions The Company recently completed the following asset acquisitions, and allocated the purchase price as follows: The Hacienda Lowell Farm (in thousands) Company, LLC Services Total CONSIDERATION Cash $ 4,019 $ - $ 4,019 Transaction costs 428 190 618 Note payable and other obligations 3,115 9,000 12,115 Fair value of subordinate voting shares 34,358 9,610 43,968 Total consideration $ 41,920 $ 18,800 $ 60,720 PURCHASE PRICE ALLOCATION Assets Acquired Inventories $ 3,300 $ - $ 3,300 Accounts receivable - net 1,312 - 1,312 Land - 8,261 8,261 Buildings - 6,268 6,268 Equipment - 1,221 1,221 Other tangible assets 739 - 739 Intangible assets - brands and tradenames 37,299 - 37,299 Intangible assets - technology and know-how and other - 3,050 3,050 Liabilities assumed Payables and other liabilities (730 ) - (730 ) Fair value of net assets acquired $ 41,920 $ 18,800 $ 60,720 · The Hacienda Company, LLC. On February 25, 2021, the Company acquired substantially all of the assets of the Lowell Herb Co. and Lowell Smokes trademark brands, product portfolio, and production assets from The Hacienda Company, LLC for a purchase price of $41,920. Lowell Herb Co. is a leading California cannabis brand that manufactures and distributes distinctive and highly regarded premium packaged flower, pre-roll, concentrates, and vape products. The acquisition consideration was comprised of $4.1 million in cash and the issuance of 22,643,678 subordinate voting shares and obligations assumed. In connection with this acquisition, the Company completed a change in its corporate name to Lowell Farms Inc. effective March 1, 2021. · Lowell Farm Services On June 29, 2021, the Company acquired real property and related assets of a first-of-its-kind cannabis drying and midstream processing facility located in Monterey County for a purchase price of $18,800. The 10-acre, 40,000 square foot processing facility will provide drying, bucking, trimming, sorting, grading, and packaging operations for up to 250,000 lbs. of wholesale cannabis flower annually. The new facility will process nearly all the cannabis that we grow at our existing cultivation operations. Additionally, we commissioned a new business unit called Lowell Farm Services (“LFS”), which will engage in fee-based processing services for regional growers from the Salinas Valley area. The acquisition consideration was comprised primarily of a note payable of $9.0 million and the issuance of 7,997,520 subordinate voting shares and obligations assumed. LFS operations became operational during the third quarter of 2021. |
PREPAID AND OTHER CURRENT ASSET
PREPAID AND OTHER CURRENT ASSETS | 3 Months Ended |
Mar. 31, 2022 | |
PREPAID AND OTHER CURRENT ASSETS | |
Prepaid And Other Current Assets | 3. PREPAID AND OTHER CURRENT ASSETS Prepaid and other current assets were comprised of the following items: March 31, December 31, (in thousands) 2022 2021 Deposits $ 548 $ 548 Insurance 608 624 Supplier advances 1,395 575 Interest and taxes 98 147 Other 53 82 Total prepaid and other current assets $ 2,702 $ 1,976 |
INVENTORY
INVENTORY | 3 Months Ended |
Mar. 31, 2022 | |
INVENTORY | |
Inventory | 4. INVENTORY Inventory was comprised of the following items: March 31, December 31, (in thousands) 2022 2021 Raw materials $ 10,379 $ 8,558 Work in process 110 292 Finished goods 5,318 4,493 Total inventory $ 15,807 $ 13,343 |
OTHER CURRENT LIABILITIES
OTHER CURRENT LIABILITIES | 3 Months Ended |
Mar. 31, 2022 | |
OTHER CURRENT LIABILITIES | |
Other Current Liabilities | 5. OTHER CURRENT LIABILITIES Other current liabilities were comprised of the following items: March 31, December 31, (in thousands) 2022 2021 Excise and cannabis tax $ 4,754 $ 2,830 Third party brand distribution accrual 77 78 Insurance and professional fee accrual 1,078 651 Other 315 147 Total other current liabilities $ 6,224 $ 3,706 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 3 Months Ended |
Mar. 31, 2022 | |
PROPERTY AND EQUIPMENT | |
Property And Equipment | 6. PROPERTY AND EQUIPMENT A reconciliation of the beginning and ending balances of property and equipment and accumulated depreciation during the three months ended March 31, 2022 and property and equipment, net as of December 31, 2021 are as follows: Land and Leasehold Furniture Construction Right of (in thousands) Buildings Improvements and Fixtures Equipment Vehicles in Process Use Assets Total Costs Balance—December 31, 2021 $ 15,907 $ 13,950 $ 50 $ 2,992 $ 921 $ 703 $ 41,530 $ 76,053 Additions - - - 108 - 375 - 483 Business Acquisitions - - - - - - - - Disposals and Transfers - - - - - - - - Balance—March 31, 2021 $ 15,907 $ 13,950 $ 50 $ 3,100 $ 921 $ 1,078 $ 41,530 $ 76,536 Accumulated Depreciation Balance—December 31, 2021 $ (132 ) $ (980 ) $ (48 ) $ (618 ) $ (566 ) $ - $ (8,930 ) $ (11,274 ) Depreciation (52 ) (405 ) (10 ) (107 ) (38 ) - (817 ) (1,429 ) Disposals - - - - - - - - Balance—March 31, 2022 $ (184 ) $ (1,385 ) $ (58 ) $ (725 ) $ (604 ) $ - $ (9,747 ) $ (12,703 ) Net Book Value-March 31, 2022 $ 15,723 $ 12,565 $ (8 ) $ 2,375 $ 317 $ 1,078 $ 31,783 $ 63,833 Net Book Value-December 31, 2021 $ 15,775 $ 12,970 $ 2 $ 2,374 $ 355 $ 703 $ 32,600 $ 64,779 Construction in process represent assets under construction related to cultivation, manufacturing, and distribution facilities not yet completed or otherwise not placed in service. Depreciation expense of $1,429 and $899 were recorded for the three months ended March 31, 2022 and 2021, respectively, of which $1,260 and $584 respectively, were included in cost of goods sold. Depreciation expense of $143 was also recorded in other income (expense) for the three months ended March 31, 2022. |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 3 Months Ended |
Mar. 31, 2022 | |
INTANGIBLE ASSETS | |
Goodwill And Intangible Assets | 7. INTANGIBLE ASSETS Intangible Assets A reconciliation of the beginning and ending balances of intangible assets and accumulated amortization during the three months ended March 31, 2022 and intangible assets, net as of December 31, 2021 are as follows: Definite Life Intangibles Indefinite Life Intangibles Technology/ Brands & (in thousands) Know How Tradenames Total Costs Balance—December 31, 2021 $ 3,258 $ 37,707 $ 40,965 Business acquisition - - - Agreement termination - - - Balance—March 31, 2022 $ 3,258 $ 37,707 $ 40,965 Accumulated Amortization Balance—December 31, 2021 $ (209 ) $ - $ (209 ) Agreement termination - - - Amortization (82 ) - (82 ) Other - - - Balance—March 31, 2022 $ (291 ) $ - $ (291 ) Net Book Value December 31, 2021 $ 3,049 $ 37,707 $ 40,756 Net Book Value March 31, 2022 $ 2,967 $ 37,707 $ 40,674 Intangible assets with finite lives are amortized over their estimated useful lives. Amortization periods of assets with finite lives are based on management’s estimates at the date of acquisition. The Company recorded amortization expense of $82 and $9 for the three months ended March 31, 2022, and 2021, respectively. The Company estimates that amortization expense for our existing other intangible assets will be approximately $325 annually for each of the next ten fiscal years. Actual amortization expense to be reported in future periods could differ from these estimates as a result of new intangible asset acquisitions, changes in useful lives or other relevant factors or changes. |
SHAREHOLDERS EQUITY
SHAREHOLDERS EQUITY | 3 Months Ended |
Mar. 31, 2022 | |
SHAREHOLDERS EQUITY | |
Shareholders Equity | 8. SHAREHOLDERS’ EQUITY Shares Outstanding The table below details the change in Company shares outstanding by class during the three months ended March 31, 2022: Subordinate Super (in thousands) Voting Shares Voting Shares Balance—December 31, 2021 111,806 203 Issuance of vested restricted stock units 220 - Balance—March 31, 2022 112,026 203 Warrants A reconciliation of the beginning and ending balances of warrants outstanding is as follows: (in thousands) Balance—December 31, 2021 93,897 Balance—March 31, 2022 93,897 |
DEBT
DEBT | 3 Months Ended |
Mar. 31, 2022 | |
DEBT | |
Debt | 9. DEBT Debt at March 31, 2022 and December 31, 2021, was comprised of the following: March 31, December 31, (in thousands) 2022 2021 Current portion of long-term debt Vehicle loans (1) $ 38 $ 50 Mortgage payable (2) 170 105 Note payable (3) 50 66 Total short-term debt 258 221 Long-term debt, net Vehicle loans (1) 19 28 Mortgage payable (3) 8,813 8,857 Convertible debenture (3) 14,196 14,012 Total long-term debt 23,028 22,897 Total Indebtedness $ 23,286 $ 23,118 (1) Primarily fixed term loans on transportation vehicles. Weighted average interest rate at March 31, 2022 and December 31, 2021 was 8.2% and 7.8%, respectively. (2) Mortgage payable associated with the acquired processing facility. Weighted average interest rate at March 31, 2022 and December 31, 2021 was 12.5%. (3) Net of deferred financing costs at March 31, 2022 and December 31, 2021 of $1,669 and $1,875, respectively. Stated maturities of debt obligations are as follows as of March 31, 2022: March 31, (in thousands) 2022 Balance of 2022 $ 193 2023 15,783 2024 311 2025 352 2026 and thereafter 8,317 Total debt obligations $ 24,956 |
LEASES
LEASES | 3 Months Ended |
Mar. 31, 2022 | |
LEASES | |
Leases | 10. LEASES A reconciliation of lease obligations for the three months ended March 31, 2022, is as follows: (in thousands) Lease obligation December 31, 2021 $ 36,496 Lease principal payments (586 ) March 31, 2022 $ 35,910 Current and long-term portions of lease obligations are as follows: March 31, December 31, (in thousands) 2022 2021 Lease obligation, current portion $ 2,503 $ 2,444 Lease obligation, long-term portion 33,407 34,052 Total $ 35,910 $ 36,496 All extension options that are reasonably certain to be exercised have been included in the measurement of lease obligations. The Company reassesses the likelihood of extension option exercise if there is a significant event or change in circumstances within its control. The components of lease expense for the three months ended March 31, 2022 and 2021 are as follows: Three Months Ended March 31, March 31, (in thousands) 2022 2021 Amortization of leased assets (1) $ 817 $ 742 Interest on lease liabilities (2) 573 563 Total $ 1,390 $ 1,305 ____________ (1) Included in cost of goods sold and general and administrative expenses in the consolidated statement of operations. (2) Included in interest expense in the consolidated statement of operations. The key assumptions used in accounting for leases as of March 31, 2022 were a weighted average remaining lease term of 14.7 years and a weighted average discount rate of 6%. The key assumptions used in accounting for leases as of December 31, 2021 were a weighted average remaining lease term of 17.2 years and a weighted average discount rate of 6%. The future lease payments with initial remaining terms in excess of one year as of March 31, 2022 were as follows: March 31, (in thousands) 2022 Balance of 2022 $ 3,948 2023 4,890 2024 4,280 2025 3,451 2026 and beyond 43,038 Total lease payments 59,607 Less imputed interest (23,697 ) Total $ 35,910 |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 3 Months Ended |
Mar. 31, 2022 | |
SHARE-BASED COMPENSATION | |
Share-based Compensation | 11. SHARE-BASED COMPENSATION During 2019 the Company’s Board of Directors adopted the 2019 Stock and Incentive Plan (the “Plan”), which was amended in April 2020 and March 2021. The Plan permits the issuance of stock options, stock appreciation rights, stock awards, share units, performance shares, performance units and other stock-based awards, and, as of March 31 2022, 13.2 million shares have been authorized to be issued under the Plan and 2.3 million are available for future grant. The Plan provides for the grant of options as either non-statutory stock options or incentive stock options and restricted stock units to employees, officers, directors, and consultants of the Company to attract and retain persons of ability to perform services for the Company and to reward such individuals who contribute to the achievement by the Company of its economic objectives. The awards granted generally vest in 25% increments over a four-year period and option awards expire 6 years from grant date. The Plan is administered by the Board or a committee appointed by the Board, which determines the persons to whom the awards will be granted, the type of awards to be granted, the number of awards to be granted, and the specific terms of each grant, including the vesting thereof, subject to the provisions of the Plan. During the three months ended March 31, 2022 and 2021, the Company granted shares to certain employees and directors as compensation for services. These shares were accounted for in accordance with ASC 718 - Compensation - Stock Compensation. The Company amortizes awards over the service period and until awards are fully vested. For the three months ended March 31, 2022 and 2021, share-based compensation expense was as follows: Three Months Ended March 31, March 31, (in thousands) 2022 2021 Cost of goods sold $ - $ - General and administrative expense 161 287 Total share-based compensation $ 161 $ 287 The following table summarizes the status of stock option grants and unvested awards at and for the three months ended March 31, 2022: Weighted-Average Stock Weighted-Average Remaining Aggregate (in thousands except per share amounts) Options Exercise Price Contractual Life Intrinsic Value Outstanding—December 31, 2021 6,598 $ 0.99 4.3 $ - Granted 3,240 $ 0.31 Exercised - $ - Cancelled (879 ) $ 0.99 Outstanding—March 31, 2022 8,959 $ 0.74 4.5 Exercisable—March 31, 2022 3,688 $ 0.87 1.5 $ 30 Vested and expected to vest—March 31, 2022 8,959 $ 0.74 4.5 $ 261 The weighted-average fair value of options granted during the three months ended March 31, 2022 and 2021, estimated as of the grant date, were $0.31 and $0.58, respectively. As of March 31 2022, there was $926 of total unrecognized compensation cost related to non-vested options, which is expected to be recognized over a remaining weighted-average vesting period of 2.3 years. The following table summarizes the status of restricted stock unit (“RSU”) grants and unvested awards at and for the three months ended March 31, 2022: Weighted-Average (in thousands except per share amounts) RSUs Fair Value Outstanding—December 31, 2021 642 $ 1.18 Granted - $ - Vested (125 ) $ 1.49 Cancelled (30 ) $ 1.11 Outstanding—March 31, 2022 487 $ 1.11 As of March 31, 2022, there was $320 of total unrecognized compensation cost related to non-vested restricted stock units, which is expected to be recognized over a remaining weighted-average vesting period of 21 months. The fair value of the stock options and RSUs granted were determined using the Black-Scholes option-pricing model with the following weighted average assumptions at the time of grant. Stock Options: Three Months Ended March 31, March 31, 2022 2021 Expected volatility 50 % 50 % Dividend yield 0 % 0 % Risk-free interest rate 1.01 % 0.73 % Expected term in years 4.5 4.25 RSUs: Three Months Ended March 31, March 31, 2022 2021 Expected volatility 50 % 50 % Dividend yield 0 % 0 % Risk-free interest rate 0.73 % 0.62 % Expected term in years 1.00 0.78 |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2022 | |
INCOME TAXES | |
Income Taxes | 12. INCOME TAXES Coronavirus Aid, Relief and Economic Security Act On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was enacted and signed into law in response to the market volatility and instability resulting from the COVID-19 pandemic. It includes a significant number of tax provisions and lifts certain deduction limitations originally imposed by the Tax Cuts and Jobs Act of 2017 (the “2017 Act”). The changes are mainly related to: (1) the business interest expense disallowance rules for 2019 and 2020; (2) net operating loss rules; (3) charitable contribution limitations; (4) employee retention credit; and (5) the realization of corporate alternative minimum tax credits. The Company continues to assess the impact and future implication of these provisions; however, it does not anticipate any amounts that could give rise to a material impact to the overall consolidated financial statements. The provision for income tax expense for the three months ended March 31, 2022, was $75 representing an effective tax rate of (1.88)%, compared to an income tax expense of $63 for the three months ended March 31, 2021, representing an effective tax rate of (0.95)%. |
NET INCOME (LOSS) PER SHARE
NET INCOME (LOSS) PER SHARE | 3 Months Ended |
Mar. 31, 2022 | |
NET INCOME (LOSS) PER SHARE | |
Net Income (loss) Per Share | 13. NET INCOME (LOSS) PER SHARE Net income (loss) per share represents the net earnings/loss attributable to shareholders divided by the weighted average number of shares outstanding during the period on an as converted basis. For the Three Months Ended March 31, March 31, (in thousands except per share amounts) 2022 2021 Net loss $ (4,057 ) $ (6,719 ) Net loss per share: Basic $ (0.04 ) $ (0.13 ) Diluted $ (0.04 ) $ (0.13 ) Weighted average shares outstanding: Basic 100,118 53,592 Diluted 100,118 53,592 Weighted average potentially diluted shares (1): Basic shares 100,118 53,592 Options - - Warrants - - Convertible debentures - - Restricted stock units - - Total weighted average potentially diluted shares: 100,118 53,592 ___________________________ (1) For the above net loss periods, the inclusion of options, warrants, convertible debentures and restricted stock units in the calculation of diluted earnings per share would be anti-dilutive, and accordingly, were excluded from the diluted loss per share calculation. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended |
Mar. 31, 2022 | |
FAIR VALUE MEASUREMENTS | |
Fair Value Measurements | 14. FAIR VALUE MEASUREMENTS Accounting standards define fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value. An asset’s or liability’s level is based on the lowest level of input that is significant to the fair value measurement. Assets and liabilities carried at fair value are valued and disclosed in one of the following three levels of the valuation hierarchy: Level 1: Quoted market prices in active markets for identical assets or liabilities. Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data. Level 3: Unobservable inputs reflecting the reporting entity’s own assumptions. At March 31, 2022, and December 31, 2021 the carrying value of cash and cash equivalents, accounts receivable, prepaid expense and other current assets, accounts payable and other current liabilities approximate fair value due to the short-term nature of such instruments. The carrying value of the Company’s debt approximates fair value based on current market rates (Level 2). Nonrecurring fair value measurements The Company uses fair value measures when determining assets and liabilities acquired in an acquisition as described above in the Notes to Condensed Consolidated Financial Statements, which are considered a Level 3 measurement. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2022 | |
COMMITMENTS AND CONTINGENCIES | |
Commitments And Contingencies | 15. COMMITMENTS AND CONTINGENCIES Commitments As of March 31, 2022, the Company has no significant commitments. Contingencies The Company’s operations are subject to a variety of local and state regulation. Failure to comply with one or more of those regulations could result in fines, restrictions on its operations, or losses of permits that could result in the Company ceasing operations. While management of the Company believes that the Company is in compliance with applicable local and state regulation as of March 31, 2022, cannabis regulations continue to evolve and are subject to differing interpretations. As a result, the Company may be subject to regulatory fines, penalties or restrictions in the future. In 2022, the Company entered into a payment plan offered by California regulatory authorities to pay certain excise and cultivation taxes over a 12 month period. If such taxes are not paid in accordance with the agreed payment plan, the Company could be subject to certain late payment penalties. Litigation and Claims From time to time, the Company may be involved in litigation relating to claims arising out of operations in the normal course of business. As of March 31, 2022, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of the Company’s operations. There are also no proceedings in which any of the Company’s directors, officers or affiliates are an adverse party or have a material interest adverse to the Company’s interest. Insurance Claims In September 2020 the Company experienced a small fire at its manufacturing facility which resulted in suspending certain operations until the facility was repaired. As a result, the company filed a business interruption claim which resulted in a payment of $1.4 million from the insurance carrier in March 2021. The proceeds from the claim were reflected in other income on the consolidated statement of operations for the year ended December 31, 2020. In August 2020 the Company experienced adverse air quality conditions that resulted in the Company closing the air vents in its greenhouse facilities at a time when extreme temperatures existed. As a result, plant health suffered due to the situation. The Company filed a business interruption claim which resulted in a payment of $ 2.65 million from the insurance carrier being recorded in the quarter ended June 30, 2021. |
GENERAL AND ADMINISTRATIVE EXPE
GENERAL AND ADMINISTRATIVE EXPENSES | 3 Months Ended |
Mar. 31, 2022 | |
GENERAL AND ADMINISTRATIVE EXPENSES | |
General And Administrative Expenses | 16. GENERAL AND ADMINISTRATIVE EXPENSES For the three months ended March 31, 2022 and 2021, general and administrative expenses were comprised of: Three Months Ended March 31, March 31, (in thousands) 2022 2021 Salaries and benefits $ 970 $ 981 Professional fees 259 482 Share-based compensation 161 287 Administrative 774 710 Total general and administrative expenses $ 2,164 $ 2,460 |
RELATED-PARTY TRANSACTIONS
RELATED-PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2022 | |
RELATED-PARTY TRANSACTIONS | |
Related-party Transactions | 17. RELATED-PARTY TRANSACTIONS Transactions with related parties are entered into in the normal course of business and are measured at the amount established and agreed to by the parties. In April 2015, Lowell entered into a services agreement with Olympic Management Group (“OMG”), for advisory and technology support services, including the access and use of software licensed to OMG to perform certain data processing and enterprise resource planning (ERP) operational services. OMG is owned by one of the Company’s co-founders. The agreement provides for the dollar-for-dollar reimbursement of expenses incurred by OMG in performance of its services. Amounts paid to OMG for the three months ended March 31, 2022 and 2021, were $36 and $nil, respectively. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 3 Months Ended |
Mar. 31, 2022 | |
SEGMENT INFORMATION | |
Segment Information | 18. SEGMENT INFORMATION The Company’s operations are comprised of a single reporting operating segment engaged in the production and sale of cannabis products in the United States. As the operations comprise a single reporting segment, amounts disclosed in the financial statements also represent a single reporting segment. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2022 | |
SUBSEQUENT EVENTS | |
Subsequent Events | 19. SUBSEQUENT EVENTS The Company has evaluated subsequent events through May 10, 2022, the date the financial statements were available to be issued. |
BASIS OF PRESENTATION AND SUM_2
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | |
Basis Of Presentation | The interim unaudited condensed consolidated financial statements included herein have been prepared by Lowell Farms Inc. (the “Company” or “Lowell”) pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”), including the instructions to the Quarterly Report on Form 10-Q and Article 10 of Regulation S-X. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. The interim unaudited condensed consolidated financial statements reflect, in the opinion of management, all adjustments necessary (consisting only of normal recurring adjustments), to present a fair statement of results for the interim periods presented. The operating results for any interim period are not necessarily indicative of the results that may be expected for other interim periods or the full fiscal year. The accompanying interim unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto in the Company’s Form 10-K filed for the year ended December 31, 2021. There have been no material changes to our significant accounting policies as of and for the three months ended March 31, 2022. The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries after the elimination of all intercompany balances and transactions. The condensed consolidated balance sheet at December 31, 2021, has been derived from the audited consolidated financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of America. All dollar amounts in the notes to condensed consolidated financial statements are expressed in thousands of United States dollars (“$” or “US$”), unless otherwise indicated. |
Use Of Estimates | The preparation of financial statements in conformity with generally accepted accounting principles in the United States (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates in these financial statements include allowance for doubtful accounts and credit losses, carrying value of inventory, revenue recognition, accounting for stock-based compensation expense, and income taxes. Actual results could differ from those estimates. The global COVID-19 pandemic has impacted the operations and purchasing decisions of companies worldwide. It also has created and may continue to create significant uncertainty in the global economy. The Company has undertaken measures to protect its employees, partners, customers, and vendors. In addition, the Company’s personnel are subject to various travel restrictions, which limit the ability of the Company to provide services to customers and affiliates. This impacts the Company’s normal operations. To date, the Company has been able to provide uninterrupted access to its products and services, including certain employees that are working remotely, and its pre-existing infrastructure that supports secure access to the Company’s internal systems. If, however, the COVID-19 pandemic has a substantial impact on the productivity of the Company’s employees or its partners’ or customers’ decision to use the Company’s products and services, the results of the Company’s operations and overall financial performance may be adversely impacted. The duration and extent of the impact from the COVID-19 pandemic depends on future developments that cannot be accurately predicted at this time. As of the date of issuance of the financial statements, the Company is not aware of any specific event or circumstance that would require updates to the Company’s estimates and judgments or revisions to the carrying value of its assets or liabilities. These estimates may change, as new events occur and additional information is obtained, and are recognized in the condensed consolidated financial statements as soon as they become known. Actual results could differ from those estimates and any such differences may be material to the financial statements. |
Recently Adopted Accounting Standards | In May 2020, the SEC adopted the final rule under SEC release No. 33-10786, Amendments to Financial Disclosures about Acquired and Disposed Businesses, amending Rule 1- 02(w)(2) which includes amendments to certain of its rules and forms related to the disclosure of financial information regarding acquired or disposed businesses. Among other changes, the amendments impact SEC rules relating to (1) the definition of “significant” subsidiaries, (2) requirements to provide financial statements for “significant” acquisitions, and (3) revisions to the formulation and usage of pro forma financial information. The final rule became effective on January 1, 2021; however, voluntary early adoption was permitted. The Company early adopted the provisions of the final rule in 2020. The guidance did not have a material impact on the Company’s consolidated financial statements and disclosures. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. This guidance removes certain exceptions to the general principles in Topic 740 and enhances and simplifies various aspects of the income tax accounting guidance, including requirements such as tax basis step-up in goodwill obtained in a transaction that is not a business combination, ownership changes in investments, and interim-period accounting for enacted changes in tax law. This standard is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2020. This guidance was effective for the Company in our fiscal year and interim periods beginning on January 1, 2021 and did not have a material impact on our consolidated financial statements. In January 2020, the FASB issued ASU 2020-01 Investments-Equity Securities (Topic 321), Investments-Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) - Clarifying the Interactions between Topic 321, Topic 323, and Topic 815. This guidance addresses accounting for the transition into and out of the equity method and provides clarification of the interaction of rules for equity securities, the equity method of accounting, and forward contracts and purchase options on certain types of securities. This standard is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2020. We evaluated the impact of ASU 2020-01, which was effective for the Company in our fiscal year and interim periods beginning on January 1, 2021 and it did not have a material impact on our consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40). This update amends the guidance on convertible instruments and the derivatives scope exception for contracts in an entity’s own equity and improves and amends the related EPS guidance for both Subtopics. This standard is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2021. We evaluated the impact of ASU 2020-06,which was effective for the Company in our fiscal year and interim periods beginning on January 1, 2022 and it did not have a material impact on our consolidated financial statements. . No other recently issued accounting pronouncements had or are expected to have a material impact on our consolidated financial statements. |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
ACQUISITIONS | |
Schedule Of Acquisitions | The Hacienda Lowell Farm (in thousands) Company, LLC Services Total CONSIDERATION Cash $ 4,019 $ - $ 4,019 Transaction costs 428 190 618 Note payable and other obligations 3,115 9,000 12,115 Fair value of subordinate voting shares 34,358 9,610 43,968 Total consideration $ 41,920 $ 18,800 $ 60,720 PURCHASE PRICE ALLOCATION Assets Acquired Inventories $ 3,300 $ - $ 3,300 Accounts receivable - net 1,312 - 1,312 Land - 8,261 8,261 Buildings - 6,268 6,268 Equipment - 1,221 1,221 Other tangible assets 739 - 739 Intangible assets - brands and tradenames 37,299 - 37,299 Intangible assets - technology and know-how and other - 3,050 3,050 Liabilities assumed Payables and other liabilities (730 ) - (730 ) Fair value of net assets acquired $ 41,920 $ 18,800 $ 60,720 |
PREPAID AND OTHER CURRENT ASS_2
PREPAID AND OTHER CURRENT ASSETS (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
PREPAID AND OTHER CURRENT ASSETS | |
Summary Of Prepaid Expenses And Other Current Assets | March 31, December 31, (in thousands) 2022 2021 Deposits $ 548 $ 548 Insurance 608 624 Supplier advances 1,395 575 Interest and taxes 98 147 Other 53 82 Total prepaid and other current assets $ 2,702 $ 1,976 |
INVENTORY (Tables)
INVENTORY (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
INVENTORY | |
Summary Of Inventory | March 31, December 31, (in thousands) 2022 2021 Raw materials $ 10,379 $ 8,558 Work in process 110 292 Finished goods 5,318 4,493 Total inventory $ 15,807 $ 13,343 |
OTHER CURRENT LIABILITIES (Tabl
OTHER CURRENT LIABILITIES (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
OTHER CURRENT LIABILITIES | |
Schedule Of Other Current Liabilities | March 31, December 31, (in thousands) 2022 2021 Excise and cannabis tax $ 4,754 $ 2,830 Third party brand distribution accrual 77 78 Insurance and professional fee accrual 1,078 651 Other 315 147 Total other current liabilities $ 6,224 $ 3,706 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
PROPERTY AND EQUIPMENT | |
Schedule Of Property And Equipment | Land and Leasehold Furniture Construction Right of (in thousands) Buildings Improvements and Fixtures Equipment Vehicles in Process Use Assets Total Costs Balance—December 31, 2021 $ 15,907 $ 13,950 $ 50 $ 2,992 $ 921 $ 703 $ 41,530 $ 76,053 Additions - - - 108 - 375 - 483 Business Acquisitions - - - - - - - - Disposals and Transfers - - - - - - - - Balance—March 31, 2021 $ 15,907 $ 13,950 $ 50 $ 3,100 $ 921 $ 1,078 $ 41,530 $ 76,536 Accumulated Depreciation Balance—December 31, 2021 $ (132 ) $ (980 ) $ (48 ) $ (618 ) $ (566 ) $ - $ (8,930 ) $ (11,274 ) Depreciation (52 ) (405 ) (10 ) (107 ) (38 ) - (817 ) (1,429 ) Disposals - - - - - - - - Balance—March 31, 2022 $ (184 ) $ (1,385 ) $ (58 ) $ (725 ) $ (604 ) $ - $ (9,747 ) $ (12,703 ) Net Book Value-March 31, 2022 $ 15,723 $ 12,565 $ (8 ) $ 2,375 $ 317 $ 1,078 $ 31,783 $ 63,833 Net Book Value-December 31, 2021 $ 15,775 $ 12,970 $ 2 $ 2,374 $ 355 $ 703 $ 32,600 $ 64,779 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
INTANGIBLE ASSETS | |
Schedule Of Intangible Assets | Definite Life Intangibles Indefinite Life Intangibles Technology/ Brands & (in thousands) Know How Tradenames Total Costs Balance—December 31, 2021 $ 3,258 $ 37,707 $ 40,965 Business acquisition - - - Agreement termination - - - Balance—March 31, 2022 $ 3,258 $ 37,707 $ 40,965 Accumulated Amortization Balance—December 31, 2021 $ (209 ) $ - $ (209 ) Agreement termination - - - Amortization (82 ) - (82 ) Other - - - Balance—March 31, 2022 $ (291 ) $ - $ (291 ) Net Book Value December 31, 2021 $ 3,049 $ 37,707 $ 40,756 Net Book Value March 31, 2022 $ 2,967 $ 37,707 $ 40,674 |
SHAREHOLDERS EQUITY (Tables)
SHAREHOLDERS EQUITY (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Stockholders' Equity | |
Schedule Of Shares Outstanding | Subordinate Super (in thousands) Voting Shares Voting Shares Balance—December 31, 2021 111,806 203 Issuance of vested restricted stock units 220 - Balance—March 31, 2022 112,026 203 |
Schedule Of Warrants Outstanding | (in thousands) Balance—December 31, 2021 93,897 Balance—March 31, 2022 93,897 |
DEBT (Tables)
DEBT (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
DEBT | |
Schedule Of Debt | March 31, December 31, (in thousands) 2022 2021 Current portion of long-term debt Vehicle loans (1) $ 38 $ 50 Mortgage payable (2) 170 105 Note payable (3) 50 66 Total short-term debt 258 221 Long-term debt, net Vehicle loans (1) 19 28 Mortgage payable (3) 8,813 8,857 Convertible debenture (3) 14,196 14,012 Total long-term debt 23,028 22,897 Total Indebtedness $ 23,286 $ 23,118 |
Schedule Of Maturities Of Debt Obligations | March 31, (in thousands) 2022 Balance of 2022 $ 193 2023 15,783 2024 311 2025 352 2026 and thereafter 8,317 Total debt obligations $ 24,956 |
LEASES (Tables)
LEASES (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
LEASES | |
Schedule Of Lease Obligations | (in thousands) Lease obligation December 31, 2021 $ 36,496 Lease principal payments (586 ) March 31, 2022 $ 35,910 March 31, December 31, (in thousands) 2022 2021 Lease obligation, current portion $ 2,503 $ 2,444 Lease obligation, long-term portion 33,407 34,052 Total $ 35,910 $ 36,496 |
Schedule Of Lease Expense | Three Months Ended March 31, March 31, (in thousands) 2022 2021 Amortization of leased assets (1) $ 817 $ 742 Interest on lease liabilities (2) 573 563 Total $ 1,390 $ 1,305 March 31, (in thousands) 2022 Balance of 2022 $ 3,948 2023 4,890 2024 4,280 2025 3,451 2026 and beyond 43,038 Total lease payments 59,607 Less imputed interest (23,697 ) Total $ 35,910 |
SHAREBASED COMPENSATION (Tables
SHAREBASED COMPENSATION (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
SHAREBASED COMPENSATION (Tables) | |
Schedule Of Share-based Compensation Expense | Three Months Ended March 31, March 31, (in thousands) 2022 2021 Cost of goods sold $ - $ - General and administrative expense 161 287 Total share-based compensation $ 161 $ 287 |
Schedule Of Stock Option Activity | Weighted-Average Stock Weighted-Average Remaining Aggregate (in thousands except per share amounts) Options Exercise Price Contractual Life Intrinsic Value Outstanding—December 31, 2021 6,598 $ 0.99 4.3 $ - Granted 3,240 $ 0.31 Exercised - $ - Cancelled (879 ) $ 0.99 Outstanding—March 31, 2022 8,959 $ 0.74 4.5 Exercisable—March 31, 2022 3,688 $ 0.87 1.5 $ 30 Vested and expected to vest—March 31, 2022 8,959 $ 0.74 4.5 $ 261 |
Schedule Of Restricted Stock Unit Activity | Weighted-Average (in thousands except per share amounts) RSUs Fair Value Outstanding—December 31, 2021 642 $ 1.18 Granted - $ - Vested (125 ) $ 1.49 Cancelled (30 ) $ 1.11 Outstanding—March 31, 2022 487 $ 1.11 |
Schedule Of Weighted Average Assumptions | Three Months Ended March 31, March 31, 2022 2021 Expected volatility 50 % 50 % Dividend yield 0 % 0 % Risk-free interest rate 1.01 % 0.73 % Expected term in years 4.5 4.25 Three Months Ended March 31, March 31, 2022 2021 Expected volatility 50 % 50 % Dividend yield 0 % 0 % Risk-free interest rate 0.73 % 0.62 % Expected term in years 1.00 0.78 |
NET INCOME (LOSS) PER SHARE (Ta
NET INCOME (LOSS) PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
NET INCOME (LOSS) PER SHARE | |
Schedule Of Net Earnings/(loss) Per Share | For the Three Months Ended March 31, March 31, (in thousands except per share amounts) 2022 2021 Net loss $ (4,057 ) $ (6,719 ) Net loss per share: Basic $ (0.04 ) $ (0.13 ) Diluted $ (0.04 ) $ (0.13 ) Weighted average shares outstanding: Basic 100,118 53,592 Diluted 100,118 53,592 Weighted average potentially diluted shares (1): Basic shares 100,118 53,592 Options - - Warrants - - Convertible debentures - - Restricted stock units - - Total weighted average potentially diluted shares: 100,118 53,592 |
GENERAL AND ADMINISTRATIVE EX_2
GENERAL AND ADMINISTRATIVE EXPENSES (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
GENERAL AND ADMINISTRATIVE EXPENSES | |
Schedule Of General And Administrative Expense | Three Months Ended March 31, March 31, (in thousands) 2022 2021 Salaries and benefits $ 970 $ 981 Professional fees 259 482 Share-based compensation 161 287 Administrative 774 710 Total general and administrative expenses $ 2,164 $ 2,460 |
ACQUISITIONS (Details)
ACQUISITIONS (Details) | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Assets Acquired | |
Cash | $ 4,019,000 |
Transaction Costs | 618,000 |
Note Payable And Other Obligations | 12,115,000 |
Fair Value Of Subordinate Voting Shares | 43,968,000 |
Total Consideration | 60,720,000 |
Inventories | 3,300,000 |
Accounts Receivable - Net | 1,312,000 |
Land | 8,261,000 |
Buildings | 6,268,000 |
Equipment | 1,221,000 |
Other Tangible Assets | 739,000 |
Intangible Assets - Brands And Tradenames | 37,299,000 |
Intangible Assets - Technology And Know-how | 3,050,000 |
Liabilities Assumed | |
Payables And Other Liabilities | (730,000) |
Total Identifiable Net Assets | 60,720,000 |
The Hacienda Company, LLC | |
Assets Acquired | |
Cash | 4,019,000 |
Transaction Costs | 428,000 |
Note Payable And Other Obligations | 3,115,000 |
Fair Value Of Subordinate Voting Shares | 34,358,000 |
Total Consideration | 41,920,000 |
Inventories | 3,300,000 |
Accounts Receivable - Net | 1,312,000 |
Land | 0 |
Buildings | 0 |
Equipment | 0 |
Other Tangible Assets | 739,000 |
Intangible Assets - Brands And Tradenames | 37,299,000 |
Intangible Assets - Technology And Know-how | 0 |
Liabilities Assumed | |
Payables And Other Liabilities | (730,000) |
Total Identifiable Net Assets | 41,920,000 |
LowellFarmService [Member] | |
Assets Acquired | |
Cash | 0 |
Transaction Costs | 190,000 |
Note Payable And Other Obligations | 9,000,000 |
Fair Value Of Subordinate Voting Shares | 9,610,000 |
Total Consideration | 18,800,000 |
Inventories | 0 |
Accounts Receivable - Net | 0 |
Land | 8,261,000 |
Buildings | 6,268,000 |
Equipment | 1,221,000 |
Other Tangible Assets | 0 |
Intangible Assets - Brands And Tradenames | 0 |
Intangible Assets - Technology And Know-how | 3,050,000 |
Liabilities Assumed | |
Payables And Other Liabilities | 0 |
Total Identifiable Net Assets | $ 18,800,000 |
ACQUISITIONS (Details Narrative
ACQUISITIONS (Details Narrative) - USD ($) shares in Thousands, $ in Thousands | 1 Months Ended | 3 Months Ended | |
Jun. 29, 2021 | Feb. 25, 2021 | Mar. 31, 2022 | |
Total Consideration | $ 60,720 | ||
The Hacienda Company, LLC | |||
Total Consideration | 41,920 | ||
Issuance Of Subordinate Voting Shares | 22,643,678 | ||
Cash Consideration | $ 4,100 | ||
LowellFarmService [Member] | |||
Total Consideration | $ 18,800 | ||
Issuance Of Subordinate Voting Shares | 7,997,520 | ||
Acquisition Consideration | $ 9,000 | ||
Real Property Area Descriptions | The 10-acre, 40,000 square foot processing facility will provide drying, bucking, trimming, sorting, grading, and packaging operations for up to 250,000 lbs. of wholesale cannabis flower annually |
PREPAID AND OTHER CURRENT ASS_3
PREPAID AND OTHER CURRENT ASSETS (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
PREPAID AND OTHER CURRENT ASSETS | ||
Deposits | $ 548,000 | $ 548,000 |
Insurance | 608,000 | 624,000 |
Supplier Advances | 1,395,000 | 575,000 |
Interest And Taxes | 98 | 147 |
Other | 53,000 | 82,000 |
Prepaid Expenses And Other Current Assets | $ 2,702,000 | $ 1,976,000 |
INVENTORY (Details)
INVENTORY (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
INVENTORY | ||
Raw Materials | $ 10,379,000 | $ 8,558,000 |
Work In Process | 110 | 292,000 |
Finished Goods | 5,318,000 | 4,493,000 |
Inventory | $ 15,807,000 | $ 13,343,000 |
OTHER CURRENT LIABILITIES (Deta
OTHER CURRENT LIABILITIES (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
OTHER CURRENT LIABILITIES | ||
Excise And Cannabis Tax | $ 4,754 | $ 2,830 |
Third Party Brand Distribution Accrual | 77 | 78 |
Insurance And Professional Accrual | 1,078 | 651 |
Other | 315 | 147 |
Total Other Current Liabilities | $ 6,224 | $ 3,706 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Property And Equipment Cost, Beginning | $ 76,053,000 | ||
Additions | 483,000 | ||
Business Acquisitions | 0 | ||
Disposals And Transfers | 0 | ||
Property And Equipment Cost, Ending | 76,536,000 | ||
Accumulated Depreciation, Beginning | $ (11,274,000) | ||
Depreciation | (1,429,000) | $ (899,000) | |
Disposals | 0 | ||
Accumulated Depreciation, Ending | (12,703,000) | ||
Net Book Value | 63,833,000 | 64,779,000 | |
Land and Buildings | |||
Property And Equipment Cost, Beginning | 15,907,000 | ||
Additions | 0 | ||
Business Acquisitions | 0 | ||
Disposals And Transfers | 0 | ||
Property And Equipment Cost, Ending | 15,907,000 | ||
Accumulated Depreciation, Beginning | 132,000 | ||
Depreciation | (52,000) | ||
Disposals | 0 | ||
Accumulated Depreciation, Ending | (184,000) | ||
Net Book Value | 15,723,000 | 15,775,000 | |
Leasehold Improvements | |||
Property And Equipment Cost, Beginning | 13,950,000 | ||
Additions | 0 | ||
Business Acquisitions | 0 | ||
Disposals And Transfers | 0 | ||
Property And Equipment Cost, Ending | 13,950,000 | ||
Accumulated Depreciation, Beginning | 980,000 | ||
Depreciation | (405,000) | ||
Disposals | 0 | ||
Accumulated Depreciation, Ending | (1,385,000) | ||
Net Book Value | 12,565,000 | 12,970,000 | |
Furniture and Fixtures | |||
Property And Equipment Cost, Beginning | 50,000 | ||
Additions | 0 | ||
Business Acquisitions | 0 | ||
Disposals And Transfers | 0 | ||
Property And Equipment Cost, Ending | 50,000 | ||
Accumulated Depreciation, Beginning | 48,000 | ||
Depreciation | (10,000) | ||
Disposals | 0 | ||
Accumulated Depreciation, Ending | (58,000) | ||
Net Book Value | 8,000 | 2,000 | |
Equipment [Member] | |||
Property And Equipment Cost, Beginning | 2,992,000 | ||
Additions | 108,000 | ||
Business Acquisitions | 0 | ||
Disposals And Transfers | 0 | ||
Property And Equipment Cost, Ending | 3,100,000 | ||
Accumulated Depreciation, Beginning | 618,000 | ||
Depreciation | (107,000) | ||
Disposals | 0 | ||
Accumulated Depreciation, Ending | (725,000) | ||
Net Book Value | 2,375,000 | 2,374,000 | |
Vehicles | |||
Property And Equipment Cost, Beginning | 921,000 | ||
Additions | 0 | ||
Business Acquisitions | 0 | ||
Disposals And Transfers | 0 | ||
Property And Equipment Cost, Ending | 921,000 | ||
Accumulated Depreciation, Beginning | 566,000 | ||
Depreciation | (38,000) | ||
Disposals | 0 | ||
Accumulated Depreciation, Ending | (604,000) | ||
Net Book Value | 317,000 | 355,000 | |
Construction in Process | |||
Property And Equipment Cost, Beginning | 703,000 | ||
Additions | 375,000 | ||
Business Acquisitions | 0 | ||
Disposals And Transfers | 0 | ||
Property And Equipment Cost, Ending | 1,078,000 | ||
Accumulated Depreciation, Beginning | 0 | ||
Depreciation | 0 | ||
Disposals | 0 | ||
Accumulated Depreciation, Ending | 0 | ||
Net Book Value | 1,078,000 | 703,000 | |
Right of Use Assets | |||
Property And Equipment Cost, Beginning | 41,530,000 | ||
Additions | 0 | ||
Business Acquisitions | 0 | ||
Disposals And Transfers | 0 | ||
Property And Equipment Cost, Ending | 41,530,000 | ||
Accumulated Depreciation, Beginning | 8,930,000 | ||
Depreciation | (817,000) | ||
Disposals | 0 | ||
Accumulated Depreciation, Ending | (9,747,000) | ||
Net Book Value | $ 31,783,000 | $ 32,600,000 |
PROPERTY AND EQUIPMENT (Detai_2
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Depreciation | $ 1,429 | $ 899 |
Cost of Goods Sold | ||
Depreciation | 1,260 | $ 584 |
Depreciation Expense | $ 143 |
INTANGIBLE ASSETS (Details)
INTANGIBLE ASSETS (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Definite Life Intangibles Cost | $ 40,965,000 | |
Business Acquisition | 0 | |
Agreement Termination | 0 | |
Accumulated Amortization, Beginning | (291) | $ (209) |
Agreement Termination, Amortization | 0 | |
Amortization | 82,000 | |
Other Accumulated Amortization | 0 | |
Net Book Value | 40,674,000 | 40,756,000 |
Brands & Tradenames | ||
Definite Life Intangibles Cost | 37,707,000 | 37,707,000 |
Accumulated Amortization, Beginning | 0 | 0 |
Agreement Termination, Amortization | 0 | |
Amortization | 0 | |
Other Accumulated Amortization | 0 | |
Net Book Value | 37,707,000 | 37,707,000 |
Business Acquisition | 0 | |
Agreement Termination | 0 | |
Technology/KnowHow | ||
Definite Life Intangibles Cost | 3,258,000 | 3,258,000 |
Business Acquisition | 0 | |
Agreement Termination | 0 | |
Accumulated Amortization, Beginning | (291) | (209) |
Agreement Termination, Amortization | 0 | |
Amortization | 82,000 | |
Other Accumulated Amortization | 0 | |
Net Book Value | $ 2,967,000 | $ 3,049,000 |
INTANGIBLE ASSETS (Details Narr
INTANGIBLE ASSETS (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
INTANGIBLE ASSETS | ||
Amortization | $ 82 | $ 9 |
Future Amortization Expense | $ 325 |
SHAREHOLDERS EQUITY (Details)
SHAREHOLDERS EQUITY (Details) shares in Thousands | 3 Months Ended |
Mar. 31, 2022shares | |
Subordinate Voting Share [Member] | |
Beginning Balance, Shares | 111,806 |
Issuance Of Vested Restricted Stock Units | 220 |
Stock Issued In Connection With Exercise Of Stock Options | 112,026 |
Super Voting Share [Member] | |
Beginning Balance, Shares | 203 |
SHAREHOLDERS EQUITY (Details 1)
SHAREHOLDERS EQUITY (Details 1) shares in Thousands | 3 Months Ended |
Mar. 31, 2022shares | |
Stockholders' Equity | |
Warrants, Beginning Balance | 93,897 |
Warrants, Ending Balance | 93,897 |
DEBT (Details)
DEBT (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Short-term Debt | $ 258 | $ 221 |
Long-term Debt | 23,028 | 22,897 |
Total Indebtedness | 23,286 | 23,118 |
Convertible Debenture | ||
Long-term Debt | 14,196 | 14,012 |
Vehicle Loans | ||
Short-term Debt | 38 | 50 |
Long-term Debt | 19 | 28 |
Mortgage Payable [Member] | ||
Short-term Debt | 170 | 105 |
Long-term Debt | 8,813 | 8,857 |
Note Payable | ||
Short-term Debt | 50 | 66 |
Long-term Debt | $ 0 | $ 0 |
DEBT (Details 1)
DEBT (Details 1) $ in Thousands | Mar. 31, 2022USD ($) |
DEBT | |
2022 | $ 193 |
2023 | 15,783 |
2024 | 311 |
2025 | 352 |
2026 And Thereafter | 8,317 |
Total Debt Obligations | $ 24,956 |
DEBT (Details Narrative)
DEBT (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
DEBT | ||
Interest Rate | 8.20% | 7.80% |
Interest Rate | 12.50% | 12.50% |
Net Of Deferred Financing Costs | $ 1,669 | $ 1,875 |
LEASES (Details)
LEASES (Details) | 3 Months Ended |
Mar. 31, 2022USD ($) | |
LEASES | |
Lease Liability, Beginning | $ 36,496,000 |
Lease Principal Payments | (586,000) |
Lease Liability, Ending | $ 35,910 |
LEASES (Details 1)
LEASES (Details 1) - USD ($) $ in Thousands | Mar. 31, 2022 | Mar. 31, 2021 |
LEASES | ||
Lease Obligation, Current Portion | $ 2,503 | $ 2,444 |
Lease Obligation, Long-term Portion | 33,407 | 34,052 |
Total | $ 35,910 | $ 36,496 |
LEASES (Details 2)
LEASES (Details 2) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
LEASES | ||
Amortization Of Leased Assets | $ 817 | $ 742 |
Interest On Lease Liabilities | 573 | 563 |
Total | $ 1,390 | $ 1,305 |
LEASES (Details 3)
LEASES (Details 3) | Mar. 31, 2022USD ($) |
LEASES | |
2022 | $ 3,948 |
2023 | 4,890 |
2024 | 4,280,000 |
2025 | 3,451 |
2026 - And Beyond | 43,038,000 |
Total | 59,607,000 |
Less Imputed Interest | (23,697) |
Total | $ 35,910 |
LEASES (Details Narrative)
LEASES (Details Narrative) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Dec. 30, 2021 | Dec. 31, 2021 | |
LEASES | |||
Weighted Average Remaining Lease Term | 14 years 8 months 12 days | 17 years 2 months 12 days | |
Weighted Average Discount Rate | 6.00% | 6.00% |
SHAREBASED COMPENSATION (Detail
SHAREBASED COMPENSATION (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Share-based Compensation Expense | $ 161 | $ 287 |
General and Administrative Expense [Member] | ||
Share-based Compensation Expense | 161 | 287 |
Cost of Goods Sold | ||
Share-based Compensation Expense | $ 0 | $ 0 |
SHAREBASED COMPENSATION (Deta_2
SHAREBASED COMPENSATION (Details 1) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
SHAREBASED COMPENSATION (Tables) | ||
Stock Options Outstanding, Beginning | 6,598,000 | |
Stock Options Granted | 3,240,000 | |
Stock Options Exercised | 0 | |
Stock Options Cancelled | (879,000) | |
Stock Options Outstanding ,ending | 8,959 | |
Stock Options Exercisable | 3,688,000 | |
Stock Options Vested And Expected To Vest | 8,959,000 | |
Weighted-average Exercise Price Outstanding, Beginning | $ 0.99 | |
Weighted-average Exercise Price Granted | 0.31 | $ 0.58 |
Weighted-average Exercise Price Exercised | 0 | |
Weighted-average Exercise Price Cancelled | 0.99 | |
Weighted-average Exercise Price Outstanding, Ending | 0.74 | |
Weighted-average Exercise Price Exercisable | 0.87 | |
Weighted-average Exercise Price Vested And Expected To Vest | $ 0.74 | |
Weighted-average Remaining Contactual Life Outstanding, Beginning Balance | 4 years 3 months 18 days | |
Weighted-average Remaining Contactual Life Exercisable | 1 year 6 months | |
Weighted-average Remaining Contactual Life Vested And Expected To Vest | 4 years 6 months | |
Weighted-average Remaining Contactual Life Outstanding, Ending Balance | 4 years 6 months | |
Aggregate Intrinsic Value Exercisable | $ 30 | |
Aggregate Intrinsic Value Outstanding, Ending | $ 261 |
SHAREBASED COMPENSATION (Deta_3
SHAREBASED COMPENSATION (Details 2) | 3 Months Ended |
Mar. 31, 2022$ / sharesshares | |
SHAREBASED COMPENSATION (Tables) | |
Rsus Outstanding, Beginning Balance | shares | 642,000 |
Rsus Granted | shares | 0 |
Rsus Vested | shares | (125,000) |
Rsus Cancelled | shares | (30,000) |
Rsus Outstanding, Ending Balance | shares | 487,000 |
Weighted-average Fair Value Outstanding, Beginning Balance | $ / shares | $ 1.18 |
Weighted-average Fair Value Granted | $ / shares | 0 |
Weighted-average Fair Value Vested | $ / shares | 1.49 |
Weighted-average Fair Value Cancelled | $ / shares | 1.11 |
Weighted-average Fair Value Outstanding, Ending Balance | $ / shares | $ 1.11 |
SHAREBASED COMPENSATION (Deta_4
SHAREBASED COMPENSATION (Details 3) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Restricted Stock Units (RSUs) [Member] | ||
Expected Volatility | 50.00% | 50.00% |
Dividend Yield | 0.00% | 0.00% |
Risk-free Interest Rate | 0.73% | 0.62% |
Expected Term In Years | 1 year | 9 months 10 days |
Stock Option [Member] | ||
Expected Volatility | 50.00% | 50.00% |
Dividend Yield | 0.00% | 0.00% |
Risk-free Interest Rate | 1.01% | 0.73% |
Expected Term In Years | 4 years 6 months | 4 years 3 months |
SHAREBASED COMPENSATION (Deta_5
SHAREBASED COMPENSATION (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands, shares in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Weighted-average Exercise Price Granted | $ 0.31 | $ 0.58 |
Proceeds From Issuance Of Stock Options | 13.2 | |
Stock Option For Future Grant | 2.3 | |
Vesting Period Descriptions | The awards granted generally vest in 25% increments over a four-year period and option awards expire 6 years from grant date | |
Vesting Period | 2 years 3 months 18 days | |
Unrecognized Compensation Cost Related To Nonvested Restricted Stock Units | $ 926 | |
Restricted Stock Units (RSUs) [Member] | ||
Vesting Period | 21 years | |
Unrecognized Compensation Cost Related To Nonvested Restricted Stock Units | $ 320 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
INCOME TAXES | ||
Provision For Income Taxes | $ 75 | $ 63 |
Effective Tax Rate | (1.88%) | (0.95%) |
NET INCOME (LOSS) PER SHARE (De
NET INCOME (LOSS) PER SHARE (Details) - USD ($) $ / shares in Units, shares in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
NET INCOME (LOSS) PER SHARE | ||
Net Loss | $ (4,057,000) | $ (6,719,000) |
Net Loss Per Share: | ||
Net Loss Per Share Basic | $ (0.04) | $ (0.13) |
Net Loss Per Share Diluted | $ (0.04) | $ (0.13) |
Weighted Average Shares Outstanding: | ||
Weighted Average Shares Outstanding Basic | 100,118 | 53,592 |
Weighted Average Shares Outstanding Diluted | 100,118 | 53,592 |
Effects Of Potential Dilutive Shares: | ||
Basic Shares | 100,118 | 53,592 |
Options | $ 0 | $ 0 |
Warrants | 0 | 0 |
Convertible Debentures | 0 | 0 |
Restricted Stock Units | $ 0 | $ 0 |
Total Weighted Average Potentially Diluted Shares | 100,118 | 53,592 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
September 2020 | |
Insurance Maturity Date | March 2021 |
Payment For Insurance Claim | $ 1,400 |
August 2020 | |
Insurance Maturity Date | June 30, 2021 |
Payment For Insurance Claim | $ 2,650 |
GENERAL AND ADMINISTRATIVE EX_3
GENERAL AND ADMINISTRATIVE EXPENSES (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Total General And Administrative Expenses | $ 2,164 | $ 2,460 |
Salaries and Benefits | ||
Total General And Administrative Expenses | 970 | 981 |
Professional Fees | ||
Total General And Administrative Expenses | 259 | 482 |
Share-based Compensation | ||
Total General And Administrative Expenses | 161 | 287 |
Administrative | ||
Total General And Administrative Expenses | 774 | 710 |
Transaction and other special charges | ||
Total General And Administrative Expenses | $ 2,164 | $ 2,460 |
RELATEDPARTY TRANSACTIONS (Deta
RELATEDPARTY TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
OMG | ||
Related Party Transactions | $ 36 | $ 0 |