[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 Executive Officer and Chairman of the Board; as well as Elshad Garayev, Chief Financial Officer.

Today, we'll be discussing the results of fiscal year 2022. Once we complete our prepared remarks, we'll begin the Q&A session, please feel free to use the Q&A function within the webcast.

On Friday, March 31, our audited financial statements and earnings release for the period ended December 31, 2022 were filed with the SEC under the cover of a Form 10-K. Copies of both can be found in the Investor Relations section of Flora's website and on EDGAR.

I'd like to remind you that during this webcast, management's prepared remarks may contain forward-looking statements, which are subject to risks and uncertainties. Forward-looking statements do not guarantee future performance, and therefore, undue reliance should not be placed upon them.

For a detailed description of the factors that could cause our actual results or business to differ materially from any forward-looking statements made, please see our 10-K.

The company undertakes no obligation to publicly correct or update the forward-looking statements made during the presentation to reflect future events or circumstances, except as may be required under applicable securities law. In addition, today's call, Flora will refer to certain non-U.S.

GAAP financial measures, such as adjusted EBITDA, adjusted gross profit and adjusted gross margin, which do not have any standardized meaning prescribed by U.S. GAAP. Please refer to our filing for the calculation of these measures and reconciliation to the most directly comparable measures calculated and presented in accordance with U.S. GAAP.

These non-U.S. GAAP financial measures should not be considered superior to, as a substitute for or as an alternative to and should not be considered in conjunction with the U.S. GAAP financial measures presented in our financial statements.

We'd also like to note that all previous filings were reported under IFRS and included non-IFRS measures such as adjusted EBITDA. We may reference and compare to previously reported IFRS-based results. And with that, I will hand it over to Chairman and CEO, Luis Merchan..

Thank you, Jessie, for the intro, and good morning, everyone. We appreciate the early day and the time you have taken to be with us today.

I'm proud to share the results from fiscal year 2022, where we not only met our revenue guidance by delivering a record $37.2 million in top line, but we also closed Q4 with $11.5 million in revenue, making it the highest revenue-generating quarter and year for the company to date.

This performance is the result of the effectiveness of our strategy, the compelling value proposition of our products in our House of Brands, the completion and integration of our pivotal M&A transactions and the operational milestones we achieved throughout the year.

2022 was a transformational year for Flora that put in place the building blocks that will allow us to realize our mission and more than double our revenues in 2023. It's incredible to look back just at 2019 where Flora was pre-revenue. Now in 2023, we have the potential to become a $100 million revenue-generating company.

2022 was not without its challenges, of course. It's important to note all we have accomplished despite having to navigate one of the most hostile business environments to date, especially for the cannabis industry.

But in a nascent industry such as ours challenging years are critical in ensuring that companies build for the long haul, those built with long-term shareholder value in mind are those that will rise to the top.

Ongoing pressures in the industry serve to help us fine-tune our operations, streamline the business and allow us to take advantage of an evolving M&A market. In 2022, in addition to prioritizing revenue achievement, we worked towards three key goals.

The first was the deployment of our strategy and our three-pillar approach, which we announced last year. This continues to be our road map.

Each pillar, our House of Brands, Commercial Wholesale and Pharmaceutical development represents a critical area of growth for the industry, provides us with diversified revenue streams and allows us access to nearly every major global cannabis market, as cannabis reform continues to proliferate.

This has also informed our reporting framework as we convert from a foreign private issuer to a U.S. domestic filer. As you will see in our filings, we now not only report performance at the company level, but by pillar as well, providing better transparency and clarity to the core of our operations.

In 2022, we also prioritized the reduction of operational expenses, especially as the industry weathered macro and microeconomic headwinds. And while there is meaningful work left to be done on this front, we believe we have the plan needed to continue optimizing our cash outflows and streamlining our operations for better efficiencies.

And perhaps most importantly, we knew we needed transformational M&A activities to prepare us for the realization of our mission. At the end of 2022, we completed the acquisition of Franchise Global Health, a multinational cannabis company with primary operations in Germany.

We are now actively integrating the German operations to realize the value of their existing network of 1,200 pharmacies and 28 countries of distribution and to own the cannabis supply chain from Colombia to Germany.

The acquisition of Franchise, coupled with the Q1 2022 acquisition of JustCBD have fundamentally changed the makeup of our business, giving us expanded reach and diversifying our supply chain and distribution networks, both domestically and internationally.

Throughout last year, the team worked diligently to achieve these goals and realize our ambitious revenue guidance. Our House of brands continue to show incredible traction in domestic and international markets.

We saw the first export of cannabis and derivatives from our Cosechemos farming Bucaramanga, Colombia, and we completed the construction of our compound prescription pharmaceutical lab in Colombia, in Bogotá. All of these milestones bring us to today where we are poised to be a leader on the international cannabis stage.

With that, I'd now like to pass it off to our Chief Financial Officer, Elshad Garayev, to discuss the financial performance for the year..

Thank you, Luis. I would like to begin by reiterating that Flora is no longer a foreign private issuer, and we officially moved to U.S. GAAP reporting standards as of most recent filings. As such, we look forward to providing you with updated growth and performance metrics that more clearly align with our - to our strategy.

Turning to the full year 2022. We were able to generate $37.2 million in revenue, representing 314% increase year-over-year. This was primarily driven by our House of Brand businesses. When we examine in first quarter of 2022, revenue was $11.5 million, representing 7% sequential increase from Q3 '22, bolstered primarily by organic growth.

Gross profit for 2022 increased by 494% to $14.4 million. We continue to see significant expansion in our gross margin compared to the prior year, which increased from 27% to 39%. Increase in gross margin was primarily due to the integration and revenue recognition of high-margin acquired businesses.

Our operating expenses for period were $67.7 million, of which almost half were noncash charges, including impairment charge of $26.2 million. Impairment was primarily related to the House of Brand acquisition values impacted by a recent decline in market conditions and company share price.

Other noncash items in our operating expenses included our depreciation and amortization - depreciation, amortization, purchase price allocation and share-based compensation charges. Those expenses include operational charges from our JustBrands business unit, which was acquired in February 2022 and M&A-related transaction charges.

Notably, operating expenses as a percentage of sales decreased when compared to last year. Company also disclosed adjusted EBITDA non-U.S. GAAP measure, which excludes certain noncash and other nonrecurring charges.

We believe adjusted EBITDA provides meaningful and useful financial information as a measure - as a measure demonstrates business operating performance. For the period, Flora reported adjusted EBITDA loss of $18.3 million, an increase of 11% when compared with 2021.

It's important to note that this increase occurred while company simultaneously increase revenue 314% year-over-year. Adjusted EBITDA margin for the 2022 experienced meaningful improvement as compared with 2021, while net loss for the period was $52.6 million compared to $21.4 million in 2021.

Net loss margin for full year 2022 improved to negative 141.6% from negative 237.9% in fiscal year 2021. CapEx in the year decreased to $1.3 million.

Decrease was primarily driven by completion of the larger projects in 2021, such as build-out of Cosechemos cultivation facility, while 2022 capital expenditures include the smaller scale projects focused on activating our cultivation facility and investment in Flora Labs. Turning to balance sheet.

As of December 31, 2022, cash and cash equivalents were $9.5 million.

This represents decrease from our December 31, 2021 cash position of $37.6 million, primarily attributed to roughly to $16 million cash paid for acquisition of JustCBD, as well as higher operating expenses related to sales and marketing of acquired businesses, one-off cash expenses and M&A-related charges.

I will now hand it over to our Chief Marketing Officer, Jessie Casner, to cover our House of Brands update..

Thank you, Elshad. 2022 is a standout year for the House of Brands division, having driven the majority of the company's revenue. Turning to JustCBD. The acquisition of this company proved to be exceptionally accretive as we look at the contributions and synergies realized across the roughly 10 months of Flora ownership in 2022.

And while many other players in the CBD space have seen contraction in their business, JustCBD continues at a healthy growth rate. JustCBD achieved record-breaking sales during the Black Friday sales event in Q4, making it the most successful sales event in the brand's history.

This was due in part to the new all-in-one vape line introduced in Q4, which has quickly become a customer favorite. The fourth quarter also saw the expansion of our already popular CBD plus line with new flavors, potencies quickly becoming a top 5 best seller since its original launch in Q2 of 2022.

This line of products was developed to reacquire a large and undervalued audience segment of nearly 20 million potential customers who had previously reported that their experience with CBD from a myriad of brands didn't meet their expectations.

With new research and CBD's mechanism of action as well as innovation in the extraction and formulation phase of production, the team developed a new offering set more actionable dosages designed to leverage the entourage effect a full spectrum hemp and deliver a better experience for our customers.

Looking at Vessel, the team delivered on their ongoing commitment to supporting their community by partnering with the Arbor Day Foundation. Vessel committed to planting 5,000 trees in just 3 months via a buy one plant one program, and we're proud to say that the Vessel community helped exceed that goal in the fourth quarter.

Vessel also launched new products in the dry-herb category, which leverages Vessels patent-pending Helix technology. The launch of these products helped the dry-herb category hit an all-time revenue high in the fourth quarter.

We're also pleased to report that the synergies between JustCBD and Vessel brands continue to bear fruit in the fourth quarter with the launch of a co-branded line of products. This limited edition battery collection featured two top-selling Vessel form factors in JustCBD's signature colorways and branding.

The collaboration resulted in the most successful co-branded product launch in Vessels history and one of the fastest sell-through time frames for any one product franchise.

In the food and beverage category, Mambe our line of natural fruit juices and canned food servicing Latin America, secured the rights to sell non-cannabinoid juices into the Juan Valdez coffee chain.

The agreement finalized in December provides access to the most well-known coffee brand to come out of Columbia and which boasts over 300 outposts across the country.

Reflecting on 2022, our priorities were to integrate JustCBD and Vessel into the broader organization, identify synergies, including expanded distribution opportunities, leveraging our new network of doors and to streamline operations and logistics across all brands.

We're pleased with the progress made on all of our key initiatives and the overall performance of this critical pillar. As we look ahead to 2023, we expect this pillar to contribute approximately 45% of our overall revenue target and for our brands to continue their organic trajectory.

I'll now pass it back to Luis to elaborate on our cultivation and commercial wholesale business..

As we look at our commercial and wholesale operation through the lens of our cultivation, 2022 was punctuated by three key models. The first one was April 1 when the Colombian government allowed licensed producers to begin planting high THC flower for export.

The second one was late August when plants began coming out of the ground for testing and processing and the third one was October when the first product began leaving Colombia for other licensed geographies.

Product harvested and processed in Q4 is now in our partner facility in Portugal going through E&P sterilization and stabilization certification and with follow-on product shipments underway and earmarked for distribution in critical geographies like Australia and Germany.

As we look at wholesale distribution, our acquisition of FGH has meaningfully accelerated our path to the Germany, European markets with one of the first cannabis distribution licenses ever given and a network of 1,200 pharmacies, Flora is now better positioned than ever to capitalize on the opportunity presented in Europe.

We expect that the acquired distribution business will be the primary revenue driver of this pillar this year, contributing up to 45% of our total top line. As a leading global cannabis organization, we have gained a comprehensive understanding of the complexities and significant barriers of entry into the international cannabis supply chain.

The movement of cannabis from point A to point B is highly intricate and very few players across the globe possess the knowledge and relationships with the regulatory agencies required for successful navigation.

However, our organization has built strong relationships and gained valuable insights, allowing us to effectively navigate this complex landscape. Now back to Jessie for a review of our pharmaceutical pillar..

Thank you, Luis. Looking at our pharmaceutical pillar, the team continued to make progress in 2022 with our global research and development efforts, as well as the completion of our Flora Lab 4 facility in Colombia. The team is led by Dr.

Annabelle Manalo-Morgan, and they completed all preclinical work for the study being conducted in conjunction with the University of Manchester in the U.K.

The study will explore the use of proprietary cannabinoid formulations in patients suffering from musculoskeletal pain and will leverage a novel measurable pain data collection techniques with the help of EEG readings. Currently, the study awaits agency approvals in order to progress.

In addition to the work we've initiated in the research, the team also completed the construction of Flora Lab 4, which is a 2,300 square foot state-of-the-art facility in Bogotá, specializing in custom formulations and the compounding of cannabis prescription medications.

This lab completed its INVIMA inspection and approval process and now doctors around Colombia can prescribe 8 proprietary cannabis-based formulations that are fully covered by the Colombian sponsored health care system. We expect to see revenues from this lab beginning in Q2 of this year.

We expect this pillar to contribute up to 10% of the total revenue in fiscal year 2023. And while we know the future of the industry lies in the transformation of cannabis into mainstream medications, our investment in this pillar will continue to be commensurate with the revenue it generates.

And that completes our operational updates from our core business units. I'll pass it back to Luis for closing remarks..

All right. I want to thank all of you again for attending today's webinar. 2022 was a transformative year for our company. It was marked by acquisition - by acquisitions, by improved growth metrics and diversified revenue streams.

Our strategy is proven to be a road map for success, providing Flora with access to nearly every major market in the cannabis industry. Our brands continue to show impressive traction in both domestic and international markets.

Our expanding reach and diversified supply chain positions us well to become one of the top global cannabis company - companies.

Today, I remain more confident than ever in Flora's opportunity to not only be one of the largest players in the international cannabis industry, but to change the global landscape of cannabis as we connect consumers with world-class products, distributors with medical-grade cannabis and patients with the medicines that they need.

With record-setting revenue in the fourth quarter and the year, we have established a strong foundation and the necessary momentum to achieve our revenue guidance of $90 million to $105 million in 2023. As always, I'd like to close by offering a sincere thank you to our customers, our shareholders, our Board of Directors and the entire Flora team.

And with that, I'm going to pass it over to Jessie, so we can open up the Q&A..

Thank you, Luis, and thank you, Elshad. So this completes our prepared remarks on the performance of Flora in 2022, and we will begin our Q&A session. So let's begin with Aaron Grey from AGP, I'll go ahead and invite Aaron to the call. Hi, Aaron..

Hi, good morning.

Can you guys hear me, okay?.

We can..

All right. Fantastic. Good morning. Thanks for the questions today. So first question for me. I see the revenue increase here. Just wanted to talk a little bit more about the EBITDA. So you guys spoke towards EBITDA for the year.

I just wanted a little bit - speak a little bit more towards EBITDA for the quarter it’s based on my math, I know it wasn't reported 4Q, it might have been down a little bit.

So I just wanted to talk about the EBITDA outlook that you guys have, what it would have been for 4Q and then how we think about FGHs EBITDA now that that closed at the end of last year, and that will be included in 2023. So just really expectations for EBIT to be included within the revenue guidance that you guys have provided. Thanks..

Okay. I'm going to give that question to Elshad..

Hi, Aaron. Good morning. We - in terms of EBITDA for the quarter, adjusted EBITDA, we definitely were impacted. We didn't publish 4Q results because we are publishing full year and a full year comparison were provided.

But if we did, based on a mathematical difference based on previously provided IFRS results and full year results, we've definitely seen some reduction in gross profit in 4Q, which was impacted by year-end adjustments as well as the year-end sales campaigns and discounts, which are primarily driven by our House of Brands division, which resulted in a lower adjusted EBITDA compared to - for full year.

In terms of – for the projections for next year, we're still in a process of integrating FGH into our operational framework. As we go to the - as well as trying to fully ascertain the impact of higher-margin new revenue streams related to the cannabis sales.

As we continue assessing those impacts, we believe that the lower margin gross profit coming from FGH will be partially offset by those new revenue streams. And as we go to next year, we will be providing a more accurate guideline when we publish our 1Q results..

Got it. Great. Thanks for that, Elshad. Second question for me, I just want to talk about some of the expectations for exports. Just wanted to see how you're looking at the international landscape today. And obviously, there's been some reports last Friday in terms of how Germany might change its rollout. It's now being more phased with an initial pilot.

I know initial expectations were already that you weren't going to potentially have the ability to export from Colombia to Germany [Technical Difficulty].

You cut off slightly, Aaron, but I think we have the most important components of that question. So I'm going to start and then I'll allow any of my team members to complement. I would say that first and foremost, our revenue guidance is based on the regulation framework that exists today around the globe.

We have been very, very careful to ensure that we're conservative in terms of what is expected from a regulatory standpoint. That has been a key component of our budgeting and forecasting because we know if we are planning on the comp in terms of regulatory, we have been let down a number of times already over the years.

So with that being said, it's important to highlight that we are already exporting cannabis, both derivatives and flower out of Colombia into geographies where we're able to do so across the globe.

As I mentioned in my remarks, we have some product that is already being transforming through GMP in Portugal that will have a landing spot in Australia and in Germany, and we're excited about the opportunity to activate those markets and increase exponentially our exports as the quality and standardization of our product in Colombia continues to normalize.

With that being said, we are very carefully evaluating what's happening on the regulatory landscape. We know there's a meaningful regulatory change in Colombia.

Colombia is very close to legalizing cannabis for recreational purposes, which would immediately open up a market where we would become the leader or one of the top three companies inside the Colombian market, which is massive in its own.

And we're also evaluating geographies like Germany, of course, since we have a tremendous interest in that part of the world..

Thanks, Luis. It looks like we lost Aaron, but we appreciate those questions, Aaron. So I'm going to move to Steve Silver of Argus. Good morning, Steve..

Thanks for taking the questions. My main question just surrounds the company's view now that we're a couple of months into 2023. Just your thoughts about the company's capital position. I know that you guys mentioned late in 2022 that the company had built up inventory with the expectation that it was going to be sold through over the coming months.

Just hoping that there was any color you could provide in terms of where the company stands on that, whether that will be more of an across 2023 goal? Or is there any color you can just provide about the company's overall views on the capital position? Thanks so much..

Yes, I'm going to provide a couple of commentary, and then I'll give it to Elshad to complement. So Steve, good morning, and thank you so much for that question. I would say, first, there's a couple of elements here in terms of capital usage.

Of course, there was the outflows of cash in 2022 that were related to the acquisition of JustCBD, that was the most meaningful one. We also had about $1 million to $1.5 million worth of CapEx investments that were deployed to ensure that we completed the infrastructure for not only North America but also Colombia.

And then there was an increase in inventory position from one year to the next and that increase in inventory position is for a number of reasons. The biggest one is that we acquired these companies, and they have high working capital needs in terms of inventory. From a positive standpoint, they have high inventory turn as well.

So we need to ensure that we have that inventory in place to ensure that we can meet our revenue goals. And then from a cash perspective, we closed the year at around $9.5 million in cash. That was a question that was completed with - for a number of reasons.

Of course, the deployment of the cash that I mentioned, the usage of working capital for inventory and CapEx, but also we had a raise in the beginning of December of $5 million.

And we expect that there will be not significant outflows on CapEx this year, but we're going to continue to invest from a working capital standpoint on inventory that we know is turning incredibly fast, like the one that Jessie mentioned in our House of Brands product like our plus line that is working really well, our vape line that is working really well.

Accessories in some of our core accessories in Vessels are performing at an exceptional level, and we're going to continue to invest dollars in inventory that is turning and is providing us with high margin.

Elshad, anything else?.

Yes. I want to highlight that even we didn't - as I noted, we didn't formally publish 4Q results, but we experienced a strong quarter as it relates to the inventory. A few highlights. Notable increase in raw materials, supplies indicate investment in more inventory in support of increase in sales in revenue.

So it was effectively built up in preparation for 2023.

Growth in harvest of cannabis implies production capacity and efficiency and cannabis cultivation base improved in '22, contributing to a more robust inventory position, more robust position also indicates a remarkable change in inventory data, substantial increase in finished goods, gross also indicative of higher demand for our products, as well as strategic decision to maintain a larger inventory to quickly fulfill our customer data, customer orders, as well as capitalize on market opportunities.

In closing, we feel very confident that we have an ability to fulfill inventory needs for both our existing as well as new acquired businesses ultimately positions us to support our customer base as we are able to meet that demand..

Okay. Thanks so much. And best of luck in the full year 2023..

Thank you, Steve. Okay. So I want to move to some of the questions that have come through from our attendees here.

So Luis, can you give us your outlook on how you look at the results of the Vessel acquisition that was completed in November of 2021?.

Yes. Thank you for that question. I would say it's important to once again reinforce why we acquired Vessel in the first place. The company had an incredible talent base as evidenced by our own Jessie Casner here today. They also are in accessories and a hardware company.

And we firmly believe that as cannabis move to the mainstream, the adoption of cannabis will be directly related to how consumers are going to experience that product. And Vessel is a step ahead of any other company out there. We fully integrated the Vessel operation into our JustBrands operation in Fort Lauderdale.

The brand is experiencing meaningful organic growth today. We feel confident about the future of the brand, where the team is going in terms of product innovation.

As Jessie mentioned, we launched our dry-herb line, and there's going to be more incredibly and exciting products for consumers that are going to be launching in the upcoming weeks and months. And we feel confident that Vessel will be a key unlock to expanding the total aggregate market that the cannabis industry will present in the upcoming years..

Great. Thanks, Luis.

And can you give a quick update on the Tonino Lamborghini partnership?.

Yes. We take very seriously the Tonino Lamborghini project. This is a project that we're very passionate about, but the Italian house is very passionate about as well. And we have ensured that we have taken our time to bring a product that will be in line with the expectations of the Tonino Lamborghini brand.

And for that reason, we have evaluated not only the coffee launch, but also the product categories that we believe are most suited for consumers that are aligned with that brand. We're going to continue to iterate and we believe that we're going to have some incredible surprises for our consumers in the second half of 2023..

Great. Thank you. And then can you, Luis, and Elshad as well, just give us a little bit more of a deep dive on the acquisition and integration of Franchise Global Health. It was completed at the very end of 2022. I think around the 23rd of December.

So obviously, as we are reporting up to the 31st of last year, that was early days, but a little bit more information, recapture of perhaps the total purchase price and just a bit of an update would be really helpful..

Yes. I'll provide some strategic update, and then I'll allow Elshad to provide the mechanics and the financials. But you're absolutely right. We completed that acquisition in the latter part of December. And the integration is still ongoing, of course.

We feel strongly about not only what that company brings in terms of our ability to distribute cannabis into Germany and the European market but as well as the distribution of that network that it has set up in 28 countries across the globe.

They have a top pharmaceutical team distribution team that has done this for a number of decades and have a know-how and the experience to move cannabis across the supply chain. Their Founder and CEO, of course, is now President of Flora. His name is Clifford Starke.

He joined our Board of Directors, and he's been instrumental in the integration of the company. And he is also supporting our commercial wholesale operation now to ensure that we can move cannabis across the supply chain internationally.

I believe this acquisition is a meaningful long clock for us, and we're going to see the results of it in the upcoming months and quarters.

Elshad?.

Yes, sure. I want to complement and maybe a quick reminder in terms of - this was a stock acquisition paid by Flora stock. We issued close to 43,525,951 shares to be exact. And in terms of what that turned to in terms of purchase price allocation with $7.5 million discount for marketability. We recorded net asset value in books $9.8 million.

$9.8 million represents breakdown between $6.1 million net identifiable assets, which was booked in our balance sheet, as well as $3.7 million of goodwill. As Luis, it's 8 to 7 days operation, but I'm very happy that from day one, that team fully integrated into our operations.

For example, one of my senior deputies, Daniel Ramon stepped in into our finance organization, as well as the leadership of our Germany-based operation has been part of our operating and sport network.

We're actively working, integrating and I can - with FGH and also applying best practices like we believe they have a more robust ERP system, which we are leveraging. So has been - it's still a process ongoing as we go through New Year, we look forward capitalizing on those synergies..

Thanks, Luis. Thanks, Elshad. We are just a little bit over on time, but we did get a question from Marla Marin from Zack, and I just wanted to quickly answer that. So she talked about the time line around some of the clinical trials and research that we're doing. And so just an update there? As I had mentioned, any pharmaceutical pillar update.

We are just awaiting approval from the NHS as well as the MHRA. And so all of our required paperwork is in, all of the preclinical work has been done. As many of you might be aware, the NHS is not only the governing body that would approve a clinical trial, but they also administer all health care within the country.

And so these things as government agencies tend to happen to take a little bit of time. So we'll continue to update.

I would remind everybody that we are moving to quarterly reporting, and so we'll be able to provide more updates on a pillar-by-pillar basis and give everybody a little bit more transparency, as Elshad mentioned, with our new filings and structure..

So with that, again, like I said, we are a little bit over on time. So that draws to a close our earnings call for the full year 2022, and we appreciate everybody for attending. Thank you, Luis. Thank you, Elshad..

Thank you..

Good day, everyone..