UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM
_________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| N/A | N/A | N/A |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
On March 28, 2024, Lowell Farms Inc. (the “Company”) issued a press release reporting its results for the fourth fiscal quarter and year ended December 31, 2023. A copy of the press release is furnished as Exhibit 99.1 to this report.
In accordance with General Instruction B.2 of Form 8-K, the information in this Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as shall be expressly set forth by specific reference in such a filing.
| Number | Exhibit | |
| 99.1 | Press Release as of March 28, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Lowell Farms Inc. | ||
| Date: March 28, 2024 | By: | /s/ Jamie Schniedwind |
| Jamie Schniedwind | ||
| Chief Financial Officer | ||
EXHIBIT 99.1
Lowell Farms Inc. Announces Audited Fourth Quarter and Fiscal Year 2023 Financial and Operational Results
SALINAS, Calif., March 28, 2024 (GLOBE NEWSWIRE) -- Lowell Farms Inc. (the “Company”) (CSE: LOWL; OTCQX: LOWLF), a California cannabis company with advanced distribution and production capabilities including extraction, manufacturing, sales and brand management, announces audited revenue and operating results for the fourth quarter and fiscal year (ended December 31, 2023). All figures stated are in US Dollars.
Fourth Quarter and Fiscal Year Financial Highlights:
| Revenue Summary ($’s in ‘000) | ||||||||
| Q4’23 vs Q3’23 | ||||||||
| Q4’22 | Q3’23 | Q4’23 | Growth | |||||
| CPG Revenues | $5,682 | $4,369 | $4,582 | 5% | ||||
| Bulk Product | $2,768 | $1,196 | $1,984 | 66% | ||||
| LFS | $549 | $455 | $918 | 102% | ||||
| Out-of-State Licensing | $289 | $192 | $11 | -94% | ||||
| Total | $9,288 | $6,212 | $7,495 | 21% | ||||
"As we move through 2024, Lowell stands today as a restructured company. The challenges of the past year have been formidable, but our team's resilience and determination have propelled us through,” said Co-Founder and Chief Executive Officer Mark Ainsworth. “Our strategic decisions have now positioned us favorably and we expect to see a positive impact on the company in the quarters ahead. With our focus sharpened and our foundation strengthened, we are grateful to remain in this ever-evolving landscape that is the California cannabis industry."
Subsequent events to the fourth quarter ended December 31, 2023:
Operational Highlights and Ongoing Initiatives:
Q4 and Year End Financial Results Earnings Conference Call Details:
The conference call with management at 8:30 a.m. EDT on Thursday, March 28, can be accessed using the following dial-in information:
| U.S. and Canadian Toll Free: | 1-800-274-8461 | |
| International: | 1-203-518-9814 | |
| Webcast: | Link here | |
Please dial-in at least 10 minutes before the call to register.
The conference call will be webcast live and archived on the investor relations section of the Lowell Farms website at https://ir.lowellfarms.com/.
ABOUT LOWELL FARMS INC.
Lowell Farms Inc. (CSE:LOWL; OTCQX:LOWLF) (the “Company”) is a California-based cannabis company with advanced production capabilities supporting the supply chain, including extraction, manufacturing, brand sales, marketing, and distribution. Lowell Farms has an exclusive portfolio of award-winning brands, including Lowell Herb Co, House Weed, Moon, Cypress Cannabis, and Original Pot Co. for licensed retailers statewide.
Lowell Farms Inc. Media Contact
pr@lowellfarms.com
Lowell Farms Inc. Investor Relations Contact
Bill Mitoulas
416.479.9547
ir@lowellfarms.com
Lowell Farms Inc. Company Contact
Mark Ainsworth
ir@lowellfarms.com
Forward-Looking Information and Statements
This news release contains certain "forward-looking information" within the meaning of applicable Canadian securities legislation and may also contain statements that may constitute "forward-looking statements" within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Such forward-looking information and forward-looking statements are not representative of historical facts or information or current conditions, but instead represent only the Company’s beliefs regarding future events, plans or objectives, many of which, by their nature, are inherently uncertain and outside of the Company’s control. Generally, such forward-looking information or forward-looking statements can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or may contain statements that certain actions, events or results "may", "could", "would", "might" or "will be taken", "will continue", "will occur" or "will be achieved.” The forward-looking information and forward-looking statements contained herein may include, but are not limited to, the anticipated growth of Lowell Farm Services and the ability of the Company to successfully achieve its business objectives and expectations for other economic, business, and/or competitive factors. There can be no assurance that such forward-looking information and statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such forward-looking information and statements. This forward-looking information and statements reflect the Company’s current beliefs and are based on information currently available to the Company and on assumptions the Company believes are reasonable.
Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking information. Such risks and other factors may include, but are not limited to: general business, economic, competitive, political and social uncertainties; general capital market conditions and market prices for securities; operating and development costs; competition; changes in legislation or regulations affecting the Company; the timing and availability of external financing on acceptable terms; the available funds of the Company and the anticipated use of such funds; favorable production levels and outputs; the stability of pricing of cannabis products; the level of demand for cannabis product; the availability of third-party service providers and other inputs for the Company’s operations; lack of qualified, skilled labor or loss of key individuals; and risks and delays resulting from the COVID-19 pandemic. A description of additional assumptions used to develop such forward-looking information and a description of additional risk factors that may cause actual results to differ materially from forward-looking information can be found in the Company’s disclosure documents, such as the Company’s annual information form filed on the SEDAR website at www.sedar.com and the Company's Form 10 filed on the SEC website at www.sec.com. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. Readers are cautioned that the foregoing list of factors is not exhaustive. Readers are further cautioned not to place undue reliance on forward-looking information as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Forward-looking information contained in this news release is expressly qualified by this cautionary statement.
The forward-looking information contained in this news release represents the expectations of the Company as of the date of this news release and, accordingly, is subject to change after such date. However, the Company expressly disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities law.
Neither the Canadian Securities Exchange nor its Regulation Service Provider has reviewed, or accepts responsibility for the adequacy or accuracy of, the content of this news release.
Use of Non-GAAP Financial Information
EBITDA is net income (loss), excluding the effects of income taxes (recovery); net interest expense; depreciation and amortization; and adjusted EBITDA also includes noncash fair value adjustments on investments; unrealized foreign currency gains/losses; share-based compensation expense; and other transactional and special expenses, such as out-of-period insurance recoveries and acquisition costs and expenses related to the markup of acquired finished goods inventory, which are inconsistent in amount and frequency and are not what we consider as typical of our continuing operations. Management believes this measure provides useful information as it is a commonly used measure in the capital markets and as it is a close proxy for repeatable cash generated by operations. We use adjusted EBITDA internally to understand, manage, make operating decisions related to cash flow generated from operations and evaluate our business. In addition, we use adjusted EBITDA to help plan and forecast future periods.
This measure is not necessarily comparable to similarly titled measures used by other companies.
A reconciliation of this measure to Net Loss is provided below.
| LOWELL FARMS INC. | ||||||||
| CONSOLIDATED BALANCE SHEETS | ||||||||
| December 31, | December 31, | |||||||
| 2023 | 2022 | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 2,311 | $ | 1,098 | ||||
| Accounts Receivable - net of allowance for doubtful accounts of $959 and $1,053 at December 31, 2023 and December 31, 2022, respectively | 2,620 | 4,163 | ||||||
| Inventory | 4,760 | 10,779 | ||||||
| Prepaid expenses and other current assets | 2,397 | 1,522 | ||||||
| Total current assets | 12,088 | 17,562 | ||||||
| Property and equipment, net | 4,099 | 31,284 | ||||||
| Right of use assets, net | 18,327 | 27,362 | ||||||
| Other intangibles, net | 2,544 | 42,202 | ||||||
| Other assets | 555 | 413 | ||||||
| Total assets | $ | 37,613 | $ | 118,823 | ||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | 4,314 | $ | 2,307 | ||||
| Accrued payroll and benefits | 363 | 350 | ||||||
| Notes payable, current portion | 3 | 282 | ||||||
| Lease obligation, current portion | 1,990 | 2,659 | ||||||
| Convertible debentures | - | 21,398 | ||||||
| Other current liabilities | 1,943 | 3,654 | ||||||
| Total current liabilities | 8,613 | 30,650 | ||||||
| Notes payable | - | 3 | ||||||
| Lease obligation | 17,522 | 31,340 | ||||||
| Convertible debentures | - | - | ||||||
| Mortgage obligation | - | 8,713 | ||||||
| Total liabilities | 26,135 | 70,706 | ||||||
| COMMITMENTS AND CONTINGENCIES | ||||||||
| STOCKHOLDERS' EQUITY | ||||||||
| Share capital | 192,445 | 191,742 | ||||||
| Accumulated deficit | (180,967 | ) | (143,625 | ) | ||||
| Total stockholders' equity | 11,478 | 48,117 | ||||||
| Total liabilities and stockholders' equity | $ | 37,613 | $ | 118,823 | ||||
| LOWELL FARMS INC. | ||||||||
| CONSOLIDATED STATEMENTS OF INCOME (LOSS) | ||||||||
| Years Ended | ||||||||
| December 31, | December 31, | |||||||
| 2023 | 2022 | |||||||
| Net revenue | $ | 28,265 | $ | 43,535 | ||||
| Cost of goods sold | 35,707 | 45,376 | ||||||
| Gross profit (loss) | (7,442 | ) | (1,841 | ) | ||||
| Operating expenses | ||||||||
| General and administrative | 7,302 | 9,553 | ||||||
| Sales and marketing | 2,397 | 5,274 | ||||||
| Depreciation and amortization | 421 | 448 | ||||||
| Total operating expenses | 10,120 | 15,275 | ||||||
| Loss from operations | (17,562 | ) | (17,116 | ) | ||||
| Other income/(expense) | ||||||||
| Other income (expense) | 8,541 | 2,455 | ||||||
| Unrealized loss on change in fair value of investment | (28 | ) | (109 | ) | ||||
| Impairment expense of long-lived assets | (24,295 | ) | (3,240 | ) | ||||
| Interest expense | (3,837 | ) | (6,363 | ) | ||||
| Total other income (expense) | (19,619 | ) | (7,257 | ) | ||||
| Loss before provision for income taxes | (37,181 | ) | (24,373 | ) | ||||
| Provision for income taxes | 161 | 191 | ||||||
| Net loss | $ | (37,342 | ) | $ | (24,564 | ) | ||
| Net loss per share: | ||||||||
| Basic | $ | (2.71 | ) | $ | (2.17 | ) | ||
| Diluted | $ | (2.71 | ) | $ | (2.17 | ) | ||
| Weighted average shares outstanding: | ||||||||
| Basic | 13,790 | 11,318 | ||||||
| Diluted | 13,790 | 11,318 | ||||||
| LOWELL FARMS INC. | ||||||||
| CONSOLIDATED STATEMENTS OF CASH FLOWS | ||||||||
| Years Ended | ||||||||
| December 31, | December 31, | |||||||
| 2023 | 2022 | |||||||
| CASH FLOW FROM OPERATING ACTIVITIES | ||||||||
| Net loss | $ | (37,342 | ) | $ | (24,564 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation and amortization | 5,117 | 7,376 | ||||||
| Amortization of debt issuance costs | 712 | 937 | ||||||
| Share-based compensation expense | 231 | 564 | ||||||
| Provision for doubtful accounts | 616 | 517 | ||||||
| Loss on sale of assets | - | 59 | ||||||
| Gain on sale leaseback | (3,004 | ) | - | |||||
| Gain on lease settlement | (880 | ) | - | |||||
| Unrealized loss (gain) on change in fair value of investments | 28 | 109 | ) | |||||
| Impairment expense | 24,295 | 3,240 | ||||||
| Gain on lease termination | (5,020 | ) | - | |||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | 927 | 3,542 | ||||||
| Inventory | 6,019 | 2,564 | ||||||
| Prepaid expenses and other current assets | 2,731 | 454 | ||||||
| Other assets | (270 | ) | (106 | ) | ||||
| Operating lease liabilities | (443 | ) | - | |||||
| Accounts payable and accrued expenses | 242 | (1,136 | ) | |||||
| Net cash used in operating activities | $ | (6,041 | ) | $ | (6,444 | ) | ||
| CASH FLOW FROM INVESTING ACTIVITIES | ||||||||
| Proceeds from asset sales | $ | - | $ | 60 | ||||
| Purchases of property and equipment | (135 | ) | (4,250 | ) | ||||
| Acquisition of business assets, net | - | - | ||||||
| Net cash used in investing activities | $ | (135 | ) | $ | (4,190 | ) | ||
| CASH FLOW FROM FINANCING ACTIVITIES | ||||||||
| Proceeds from convertible notes, net of financing costs | $ | - | $ | 6,552 | ||||
| Principal payments on finance lease obligations | (1,527 | ) | (2,497 | ) | ||||
| Payments on notes payable | (75 | ) | (210 | ) | ||||
| Proceeds from sale leaseback | 8,991 | - | ||||||
| Issuance costs related to subordinate voting share offering | - | - | ||||||
| Proceeds from exercise of warrants and options | - | - | ||||||
| Net cash provided by financing activities | $ | 7,389 | $ | 3,845 | ||||
| Change in cash and cash equivalents | $ | 1,213 | $ | (6,789 | ) | |||
| Cash and cash equivalents-beginning of year | 1,098 | 7,887 | ||||||
| Cash, cash equivalents-end of period | $ | 2,311 | $ | 1,098 | ||||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||||||||
| Cash paid during the period for interest | $ | 3,689 | $ | 4,215 | ||||
| Cash paid during the period for income taxes | $ | 87 | $ | 171 | ||||
| OTHER NONCASH INVESTING AND FINANCING ACTIVITIES | ||||||||
| Purchase of property and equipment not yet paid for | $ | 7 | $ | 819 | ||||
| Issuance of subordinate voting shares to acquire purchase rights | $ | - | $ | 1,800 | ||||
| Issuance of subordinate voting shares in convertible debenture repurchase | $ | 2,027 | $ | - | ||||
The table below reconciles Net Loss to Adjusted EBITDA
for the periods indicated.
| LOWELL FARMS INC. | |||||||||||||||||||
| EBITDA - Non-GAAP measure | |||||||||||||||||||
| Three Months Ended | Years Ended | ||||||||||||||||||
| December 31, | December 31, | December 31, | December 31, | ||||||||||||||||
| (in thousands) | 2023 | 2022 | 2023 | 2022 | |||||||||||||||
| Net loss | $ | (13,059 | ) | $ | (11,114 | ) | $ | (37,342 | ) | $ | (24,564 | ) | |||||||
| Interest expense(2) | (567 | ) | 1,495 | 3,837 | 5,499 | ||||||||||||||
| Provision for income taxes | 1 | (34 | ) | 161 | 191 | ||||||||||||||
| Depreciation and amortization in cost of goods sold | 861 | 1,904 | 4,696 | 6,320 | |||||||||||||||
| Depreciation and amortization in operating expenses | 105 | 107 | 421 | 448 | |||||||||||||||
| Depreciation and amortization in other income (expense) | 190 | - | 608 | ||||||||||||||||
| EBITDA(1) | (12,659 | ) | (7,452 | ) | (28,227 | ) | (11,498 | ) | |||||||||||
| Investment and currency losses | - | 7 | 30 | 130 | |||||||||||||||
| Goodwill Impairment | 3,240 | ||||||||||||||||||
| Inventory revaluation | - | - | (157 | ) | - | ||||||||||||||
| Impairment Expense | 2,267 | - | 2,267 | 3,240 | |||||||||||||||
| Debt Repurchase Charges(3) | (548 | ) | - | 13,477 | - | ||||||||||||||
| Impairment on Cultivation Facility | 6,822 | - | 6,822 | - | |||||||||||||||
| Share-based compensation | 38 | 137 | 231 | 564 | |||||||||||||||
| Other charges(2) (4) (5) | (2,161 | ) | (1,984 | ) | |||||||||||||||
| Adjusted EBITDA(1) | $ | (4,080 | ) | $ | (4,068 | ) | $ | (7,718 | ) | $ | (9,548 | ) | |||||||
| (1) Non-GAAP measure | |||||||||||||||||||
| (2) In 2022, net of $864 of financing charges related to the ERC claim, reclassified from interest expense on the Condensed Consolidated Statements of Income (Loss) to transaction and other special charges in the Adjusted EBITDA table. | |||||||||||||||||||
| (3) Comprised of $13,245 of impairment charges on intangible assets and $232 of legal expenses incurred in the year ending December 31, 2023 related to the debt settlement and asset sale. All charges were included in other income (expense) on the Condensed Consolidated Statements of Income (Loss). | |||||||||||||||||||
| (4) For the year ended December 31, 2023, reflects a one time, non-recurring adjustment to prior period yield and processing variances on the Company’s processing facility, included in cost of goods sold on the Condensed Consolidated Statements of Income (Loss) | |||||||||||||||||||
| (5) Includes a $3,884 gain on lease transactions during the year. All charges were included in other income (expense) on the Condensed Consolidated Statements of Income (Loss). | |||||||||||||||||||
Cover |
Mar. 28, 2024 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Mar. 28, 2024 |
| Entity File Number | 000-56254 |
| Entity Registrant Name | Lowell Farms Inc. |
| Entity Central Index Key | 0001838128 |
| Entity Tax Identification Number | 00-0000000 |
| Entity Incorporation, State or Country Code | Z4 |
| Entity Address, Address Line One | 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 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Entity Emerging Growth Company | true |
| Elected Not To Use the Extended Transition Period | false |
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