UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____________ to _____________ Commission file number 000-52776 3230 W. Commercial Boulevard, Suite 180 Fort Lauderdale, Florida 33309 (Address of principal exe ...

Acquisitions and Market Strategy - Flora Growth Corp. has acquired 100% of the outstanding equity interests in Franchise Global Health Inc., Just Brands LLC, High Roller Private Label LLC, and Vessel Brand Inc. to enhance its market presence in the pharmaceutical and cannabis industries[23]. - Flora's business strategy focuses on two core pillars: House of Brands and Commercial & Wholesale, allowing optimal access to global markets based on cannabis legality[25]. - The company has entered into a share purchase agreement to sell its Colombian operations, streamlining its focus on more profitable markets[24]. - Flora aims to become a market leader in the distribution of natural, medicinal-grade cannabis and high-quality cannabis-derived products, exploring strategic partnerships and acquisitions[38]. - The integration of acquired companies, including JustCBD and Vessel, is essential for the company to extract synergies and expand organically[214]. Market Growth Projections - The global cannabis market is projected to grow at a CAGR of approximately 16.6%, reaching around $51 billion by 2025[47]. - The U.S. hemp-derived CBD market is expected to grow to $11 billion by 2027, driven by the legal framework established by the 2018 Farm Bill[48]. - The European cannabis market is anticipated to grow at a CAGR of 61.1%, reaching $13 billion by 2028, with Germany leading the way in both medical and recreational cannabis[49]. - The global accessory market related to cannabis is projected to reach $101 billion by 2031, with a CAGR of 4.2%[56]. Financial Performance and Operations - The company reported a net income and positive cash flows from operating activities for the third quarter of 2023, marking the first instance of such results since inception[208]. - The company sold its Colombian assets for CAD $0.8 million (USD $0.6 million) to focus on core business divisions, receiving CAD $0.5 million in proceeds during the quarter ended September 30, 2023[207]. - The company incurred $0.6 million in transaction costs related to the acquisition of JustCBD and assumed $4.0 million in liabilities, while the acquisition of FGH involved $0.5 million in transaction costs and $9.1 million in assumed liabilities[209]. - The company’s revenue sources are diversified across geographic regions and product lines, with a concentration in Germany and the United States[210]. - The company is focused on expanding its presence in robust medicinal cannabis markets, particularly in Germany and the European Union[211]. - The company aims to achieve consistent profitability and positive cash flows, which are critical for its long-term sustainability[208]. - The company continues to face challenges in reducing overhead costs to meet market demand and achieve profitability[219]. Regulatory and Legal Risks - The company is involved in the cannabis industry, which may lead to litigation and regulatory inquiries that could adversely affect future cash flows and financial condition[74]. - The company faces risks related to compliance with laws and regulations, which could result in significant legal expenses and adverse publicity[169]. - Public opinion significantly influences the regulation of the cannabis industry, and negative shifts could affect future legislation[183]. - An ongoing legal action claims damages of $3,979,999 against FGH due to alleged wrongful transfer of 8,831,109 shares[106]. - Just Brands faces potential penalties of up to $5,000 per violation for 215,154 alleged violations related to Stop Sale Orders, totaling a potential liability of $1,075,770,000[107]. - The legal cannabis industry is still developing, with consumer perceptions and regulatory environments evolving, which may impact demand and the Company's financial condition[172]. Cybersecurity and Management - The company has implemented numerous cybersecurity policies and procedures to manage risks related to unauthorized occurrences on its electronic information systems[94]. - The company has established an interdisciplinary team led by the CFO to monitor and assess cybersecurity risks continuously[98]. - The company is dependent on its management and key employees, and the loss of any could materially affect operations[76]. - The company's success depends on its ability to enhance product offerings in response to technological and regulatory changes[75]. Tax Implications and Shareholder Information - The Company reported its financial results for the year ended December 31, 2023, prepared in accordance with U.S. GAAP[189]. - The Company is subject to the PFIC rules, which may affect U.S. Holders' tax implications regarding their Common Shares[168]. - A U.S. Holder making a Mark-to-Market Election will include in ordinary income the excess of the fair market value of the Common Shares over the adjusted tax basis[63]. - U.S. Holders should consult their tax advisors regarding the implications of holding Common Shares, especially concerning the PFIC status[161]. - The Company has not obtained a ruling from the IRS regarding the U.S. federal income tax consequences of the acquisition, ownership, and disposition of Common Shares[146].

Non-currentoperatingleaseliability-308 Totalliabilitiesheldforsale$374$918 | --- | --- | --- | --- | --- | --- | --- | --- | --- | |--------------------------------------------------------------------------|-----------------------------------------|-----------------------|-------|---------------------------------------------------------------|-------|--------------------------------------------------------------|--------------|--------------------------------------------------------| | Revenue | For the mon ...

As filed with the U.S. Securities and Exchange Commission on October 18, 2023 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FLORA GROWTH CORP. (Exact name of Registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) Ontario, Canada 2833 Not Applicable (I.R.S. Employer Identification No.) 3406 SW ...

Financial Data and Key Metrics - Q2 2023 revenue was $21.5 million, a 140% increase compared to Q2 2022 [15] - H1 2023 revenue was $40.8 million, a 210% year-over-year increase [15] - Q2 2023 gross profit was $4.0 million, a 19% increase compared to Q2 2022 [15] - H1 2023 gross profit was $9.3 million, a 68% year-over-year increase [15] - Q2 2023 net loss was $44.6 million, primarily due to impairment expenses of $34.9 million, loss from discontinued operations of $7.6 million, and non-cash expenses of $1.2 million [17] - H1 2023 net loss was $48.5 million, consisting of impairment expenses of $34.9 million, loss from discontinued operations of $8.3 million, and non-cash expenses of $2.7 million [17] Business Line Data and Key Metrics - Just Brands operates in all 50 US states, 21 countries, and over 20,000 distribution points globally, offering products like gummies, Delta 8, and HHC [10] - Vessel is a leading brand in consumer technology, including vape pens, batteries, and accessories, with a premium product base and high customer loyalty [11] - Phatebo is a German-based distributor of patented brand pharmaceuticals, reaching 28 countries, with potential to become a key player in cannabis therapeutics in Europe [11] Market Data and Key Metrics - The global financial markets downturn, particularly in the cannabis sector, continues to challenge the industry [12] - The company remains optimistic about the long-term prospects of the cannabis sector, emphasizing the need for consolidation, cost reduction, and efficient business models [12] Company Strategy and Industry Competition - The company divested its Colombian operations and implemented $6.1 million in cost savings, including significant reductions in corporate overhead [8] - The company is focusing on cash flow diversity and growth in core businesses, which are expected to remain cash flow positive [9] - The company plans to continue cost-cutting and resource optimization without sacrificing performance [14] - The company is seeking additional financing to improve liquidity, viewing the current market as a generational opportunity for investment in the sector [18] Management Commentary on Operating Environment and Future Outlook - The company believes favorable regulatory outcomes for adult-use cannabis in the US and Europe could deliver significant upside in the future [9] - The company is confident in its trajectory and committed to delivering value to shareholders [18] Other Important Information - Just Brands formed an exclusive worldwide partnership with Hulk Hogan to produce and sell branded products, expected to be accretive to Flora [3] - The company expects to form additional partnerships with entertainers and celebrities in the near future [3] Q&A Session - No questions were asked during the Q&A session [20]

Business Strategy and Operations - The Company sold its Colombian assets for CAD $0.8 million (USD $0.6 million) to focus on core business divisions in the U.S. and international pharmaceutical distribution [60]. - The Company aims to leverage its existing network of approximately 1,200 pharmacies in Europe to distribute medicinal cannabis [66]. - The Company’s growth strategy includes the integration of acquired companies to extract synergies and expand organically [72]. - The Company’s operations are significantly impacted by regulatory environments, requiring expertise in compliance with various licenses and permits [71]. - The company faces risks including limited operating history, net losses, and changes in cannabis laws and regulations [152]. - The company is subject to regulatory compliance risks and opposition to the cannabinoid industry [152]. - The company may face challenges in successfully integrating acquired businesses and achieving economies of scale [152]. Financial Performance - Revenue for the three months ended June 30, 2023, was $21.5 million, a significant increase from $8.9 million in the same period of 2022, primarily driven by contributions from FGH ($10.8 million) and JustCBD ($11.1 million) [94]. - Gross profit for the three months ended June 30, 2023, totaled $4.0 million, up from $3.3 million in 2022, with a gross margin of 18% compared to 37% in the previous year, reflecting lower margins from the FGH acquisition [97]. - Operating expenses increased to $44.0 million for the three months ended June 30, 2023, compared to $24.8 million in 2022, largely due to increased asset impairments [98]. - The net loss from continuing operations for the three months ended June 30, 2023, was $36.99 million, compared to a loss of $23.05 million in the same period of 2022 [94]. - Revenue for the six months ended June 30, 2023, totaled $40.8 million, a significant increase from $13.1 million for the same period in 2022, primarily driven by acquisitions [141]. - The company incurred a net loss of $44.6 million for the three months ended June 30, 2023, compared to a net loss of $24.7 million for the same period in 2022, primarily due to increased asset impairments [140]. - Operating expenses increased to $51.7 million for the six months ended June 30, 2023, from $33.4 million in 2022, mainly due to higher asset impairments [145]. Segment Performance - The House of Brands segment generated $13.0 million in revenue for Q2 2023, up from $10.8 million in Q2 2022, primarily due to increased sales at JustCBD [95]. - The commercial and wholesale segment reported revenues of $10.8 million for Q2 2023, a significant increase from $0 in Q2 2022, driven by the acquisition of FGH [96]. - JustCBD contributed $23.2 million in revenue for the six months ended June 30, 2023, compared to $12.5 million in the same period of 2022 [141]. - The House of Brands segment generated $26.8 million in revenue for the six months ended June 30, 2023, up from $15.8 million in 2022, largely due to the acquisition of JustCBD [142]. - The commercial and wholesale segment reported $18.8 million in revenue for the six months ended June 30, 2023, compared to $nil in 2022, driven by the acquisition of FGH [143]. Legal and Compliance Issues - The company recognized a provision of $3.0 million related to a legal dispute involving a former shareholder, reflecting the estimated loss from the claim [116]. - The company is exposed to product liability claims and risks associated with product recalls [152]. - Future performance is uncertain and may differ materially from forward-looking statements due to various risks [153]. - The company does not undertake any obligation to update or revise forward-looking statements after the report date [154]. Shareholder Information - The company reported a total of 1,902 anti-dilutive shares as of June 30, 2023, compared to 2,054 as of December 31, 2022 [110]. - As of August 3, 2023, the company had 6,854,596 common shares outstanding [147]. - The company is classified as a smaller reporting company and an emerging growth company [147]. Transaction Costs and Liabilities - The Company incurred $0.6 million in transaction costs related to the acquisition of JustCBD and assumed $4.0 million in liabilities [68]. - Asset impairment totaled $34.9 million for the three months ended June 30, 2023, compared to $15.7 million in the same period of 2022, reflecting impairments at JustCBD and FGH [134]. - The company recognized a $1.1 million income tax benefit for the three months ended June 30, 2023, compared to $nil in 2022, primarily related to the tax effect of impairment charges [138]. - Non-operating income for the three months ended June 30, 2023, was $2.0 million, a turnaround from a non-operating expense of $1.5 million in the same period of 2022, mainly due to gains on contingent consideration [137].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 For the quarterly period ended March 31, 2023 Commission file number 000-52776 3406 SW 26th Terrace, Suite C-1 Fort Lauderdale, Florida 33132 (Address of principal executive offices) (Zip Code) Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was require ...

Flora Growth Corp. (NASDAQ:FLGC) Q4 2022 Earnings Conference Call April 3, 2023 8:00 AM ET Company Participants Jessie Casner - Chief Marketing Officer Luis Merchan - Chairman & Chief Executive Officer Elshad Garayev - Chief Financial Officer Conference Call Participants Aaron Grey - AGP Jessie Casner [Abrupt Start] Before we begin, I'd like to note that the webcast is being recorded and will be published for viewing shortly after the end of the webcast. On the call with me today are Luis Merchan, Chief Exe ...

Ownership of our Common Shares may be considered unlawful in some jurisdictions and holders of our Common Shares may consequently be subject to liability in such jurisdictions. Cannabis-related financial transactions, including investment in the securities of cannabis companies and receipt of any associated benefits, such as dividends, are currently subject to anti-money laundering and a variety of other laws that vary by jurisdiction, many of which are unsettled and still developing. While the interpretati ...

Financial Data and Key Metrics Changes - Revenue for Q3 2022 increased 414% year-over-year to approximately $10.8 million, surpassing total revenue for 2021 [7][14] - Gross profit in Q3 2022 increased 703% year-over-year to approximately $5 million, with gross margin expanding from 29.6% to 46.2% [14][8] - Operating expenses rose to $10 million from $4.2 million in the same period last year, primarily due to expenses from acquired businesses and expansion efforts [15] - Net loss for the period was $7.4 million compared to $3.6 million in the same period last year, with adjusted EBITDA improving from negative $3.1 million to negative $3.9 million [16] Business Line Data and Key Metrics Changes - The House of Brands pillar accounted for over 80% of total sales, with significant contributions from JustCBD and Vessel [9][20] - The Commercial Wholesale segment is fully operational, with a 247-acre cultivation facility in Colombia harvesting high-THC cannabis weekly [10] - The integration of JustCBD, Vessel, and No Cap has led to cost savings and sales synergies [9][20] Market Data and Key Metrics Changes - The company has cleared the regulatory path for cannabis export to five countries and received a high-THC cannabis quota of 43 tons from the Colombian government [10] - Successful exports of CBD isolate to the U.S. and dried flower to Switzerland and the Czech Republic have been achieved [24] Company Strategy and Development Direction - The company aims to be a leader in providing safe, high-quality cannabis globally, focusing on strategic initiatives across its three pillars [6][9] - M&A activities have been significant, with acquisitions of JustBrands, No Cap, and a pending acquisition of Franchise Global Health to enhance market presence [12][34] - The company is redirecting efforts towards EU GMP certification for dry bulk flower to capitalize on the EU market [28] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in achieving revenue guidance of $35 million to $45 million for 2022 despite macroeconomic challenges [32] - The company anticipates a full activation of revenues from Colombian-grown cannabis in 2023, aligning with global demand for high-THC and high-CBD products [34] Other Important Information - The company remains debt-free as of September 30, with cash and cash equivalents at $5.9 million, down from $37.6 million at the end of 2021 [17][18] - The completion of Flora lab 4 is expected to enhance capabilities in manufacturing custom formulations for the medicinal cannabis market [29] Q&A Session Summary Question: What are the expectations for revenue growth in the upcoming quarters? - Management expects an increase in revenue for all brands in Q4 due to heightened demand during the holiday season [22] Question: How is the company addressing regulatory challenges? - The company has established strong regulatory connections and has successfully navigated the regulatory landscape to achieve export goals [24] Question: What is the strategy for the European market? - The company is focusing on building commercial export pathways for THC products, particularly through the pending acquisition of Franchise Global Health [27]