Cover
Cover | 6 Months Ended |
Jun. 30, 2023 | |
Entity Addresses [Line Items] | |
Entity Registrant Name | FLORA GROWTH CORP. |
Entity Central Index Key | 0001790169 |
Document Type | S-1 |
Amendment Flag | false |
Entity Filer Category | Non-accelerated Filer |
Entity Incorporation State Country Code | A6 |
Entity Address Address Line 1 | 3406 SW 26th Terrace |
Entity Address Address Line 2 | Suite C-1 |
Entity Address City Or Town | Fort Lauderdale |
Entity Address State Or Province | FL |
Entity Address Postal Zip Code | 33132 |
City Area Code | 954 |
Local Phone Number | 842-4989 |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Business Contact [Member] | |
Entity Addresses [Line Items] | |
Entity Address Address Line 1 | 3406 SW 26th Terrace |
Entity Address Address Line 2 | Suite C-1 |
Entity Address City Or Town | Fort Lauderdale |
Entity Address State Or Province | FL |
Entity Address Postal Zip Code | 33312 |
City Area Code | 954 |
Local Phone Number | 842-4989 |
Contact Personnel Name | Dany Vaiman |
Unaudited Condensed Interim Con
Unaudited Condensed Interim Consolidated Statements of Financial Position - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Current | |||
Cash | $ 1,782 | $ 8,935 | $ 37,614 |
Restricted cash | 25 | 0 | 2 |
Trade and amounts receivable, net | 4,854 | 5,259 | 5,324 |
Loans receivable and advances | 0 | 271 | 273 |
Prepaid expenses and other current assets | 1,765 | 805 | 1,700 |
Indemnification receivables | 3,374 | 3,429 | 0 |
Inventory | 8,684 | 8,747 | 3,030 |
Current assets held for sale | 1,778 | 3,709 | |
Total current assets | 22,262 | 31,155 | 47,943 |
Non-current | |||
Property, plant and equipment | 951 | 1,218 | 3,750 |
Operating lease right of use assets | 1,086 | 2,118 | 1,229 |
Intangible assets | 5,717 | 17,739 | 9,736 |
Goodwill | 0 | 23,372 | 20,054 |
Investments | 200 | 730 | 2,670 |
Other assets | 263 | 263 | 97 |
Noncurrent assets held for sale | 0 | 4,392 | |
Total assets | 30,479 | 80,987 | 85,479 |
Current | |||
Trade payables | 6,617 | 7,831 | 2,415 |
Contingencies | 5,188 | 5,044 | 2,033 |
Current portion of debt | 1,200 | 1,086 | 18 |
Current portion of operating lease liability | 1,124 | 1,116 | 412 |
Current liabilities held for sale | 1,175 | 610 | |
Other accrued liabilities | 1,241 | ||
Other accrued liabilities | 2,523 | 1,760 | |
Total current liabilities | 17,827 | 17,447 | 6,119 |
Non-current | |||
Non-current operating lease liability | 1,053 | 1,561 | 908 |
Deferred tax | 523 | 1,712 | 1,511 |
Contingent purchase considerations | 848 | 3,547 | 0 |
Noncurrent liabilities held for sale | 0 | 308 | |
Total liabilities | 20,251 | 24,575 | 8,538 |
SHAREHOLDERS' EQUITY | |||
Share capital, no par value, unlimited authorized, issued and outstanding | 0 | 0 | 0 |
Additional paid-in capital | 150,726 | 150,420 | 116,810 |
Accumulated other comprehensive loss | (1,526) | (2,732) | (1,108) |
Deficit | (138,266) | (90,865) | (38,536) |
Total Flora Growth Corp. shareholders' equity | 10,934 | 56,823 | 77,166 |
Non-controlling interest in subsidiaries | (706) | (411) | (225) |
Total shareholders' equity | 10,228 | 56,412 | 76,941 |
Total liabilities and shareholders' equity | $ 30,479 | $ 80,987 | $ 85,479 |
Unaudited Condensed Interim C_2
Unaudited Condensed Interim Consolidated Statements of Financial Position (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Unaudited Condensed Interim Consolidated Statements of Financial Position | |||
Trade and amounts receivable, allowance | $ 1,346 | $ 1,385 | $ 1,252 |
Issued Common Shares | 6,859 | 6,776 | 65,517 |
Share capital, shares outstanding | 6,859 | 6,776 | 65,517 |
Unaudited Condensed Interim C_3
Unaudited Condensed Interim Consolidated Statements of Loss and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Unaudited Condensed Interim Consolidated Statements of Loss and Comprehensive Loss | ||||||
Revenue | $ 21,460 | $ 8,943 | $ 40,779 | $ 13,144 | $ 37,171 | $ 8,980 |
Cost of sales | 17,500 | 5,624 | 31,473 | 7,597 | 22,757 | 6,555 |
Gross profit | 3,960 | 3,319 | 9,306 | 5,547 | 14,414 | 2,425 |
Operating expenses | ||||||
Consulting and management fees | 3,662 | 2,116 | 7,333 | 3,976 | 11,342 | 7,324 |
Professional fees | 668 | 727 | 665 | 1,705 | 4,398 | 4,269 |
General and administrative | 685 | 1,088 | 1,036 | 1,660 | 4,495 | 922 |
Promotion and communication | 1,263 | 2,039 | 2,571 | 4,414 | 8,416 | 3,585 |
Travel expenses | 124 | 291 | 256 | 492 | 1,055 | 603 |
Share based compensation | 338 | 1,263 | 992 | 2,789 | 3,404 | 1,340 |
Research and development | 13 | 111 | 29 | 233 | 430 | 132 |
Operating lease expense | 308 | 136 | 624 | 327 | 1,221 | 316 |
Depreciation and amortization | 874 | 706 | 1,738 | 1,050 | 2,629 | 501 |
Bad debt expense | 18 | 254 | 47 | 255 | 1,607 | 1,335 |
Goodwill impairment | 25,452 | 51 | ||||
Other asset impairments | 39,645 | 15,652 | 783 | 0 | ||
Other expenses (income), net | 1,127 | 456 | 1,505 | 810 | 2,489 | 1,050 |
Asset impairment | 34,941 | 15,652 | 34,941 | 15,652 | ||
Total operating expenses | 44,021 | 24,839 | 51,737 | 33,363 | 67,721 | 21,428 |
Operating loss | (40,061) | (21,520) | (42,431) | (27,816) | (53,307) | (19,003) |
Interest expense (income) | 28 | (12) | 51 | (42) | (56) | 32 |
Foreign exchange (gain) loss | (164) | 211 | (176) | 200 | 323 | 79 |
Unrealized (gain) loss from changes in fair value | (1,815) | 1,333 | (932) | 1,333 | 593 | 2,345 |
Net loss before income taxes and discontinued operations | (38,110) | (23,052) | (41,374) | (29,307) | (54,167) | (21,459) |
Income tax recovery | (1,119) | 0 | (1,196) | 0 | (1,538) | (98) |
Net loss from continuing operations | (36,991) | (23,052) | (40,178) | (29,307) | (52,629) | (21,361) |
Loss from discontinued operations, net of taxes | (7,565) | (1,620) | (8,283) | (2,995) | ||
Net loss for the period | (44,556) | (24,672) | (48,461) | (32,302) | (52,629) | (21,361) |
Other comprehensive gain (loss) | ||||||
Exchange differences on foreign operations, net of income taxes | 849 | 10 | 1,206 | (567) | (1,624) | (1,147) |
Total comprehensive loss for the period | (43,707) | (24,662) | (47,255) | (32,869) | (54,253) | (22,508) |
Flora Growth Corp. | (52,415) | (21,249) | ||||
Net loss attributable to: | ||||||
Flora Growth Corp. continuing operations | (36,991) | (23,052) | (40,178) | (29,307) | (52,629) | (21,361) |
Flora Growth Corp. discontinued operations | (7,299) | (1,579) | (7,988) | (2,890) | ||
Non-controlling interests in subsidiaries | (266) | (41) | (295) | (105) | (214) | (112) |
Comprehensive loss attributable to: | ||||||
Flora Growth Corp. | (43,441) | (24,621) | (46,960) | (32,764) | (54,039) | (22,396) |
Non-controlling interests in subsidiaries | $ (266) | $ (41) | $ (295) | $ (105) | $ (214) | $ (112) |
Basic loss per share from continuing operations | $ (5.5) | $ (6.01) | $ (6.01) | $ (8.01) | ||
Diluted loss per share from continuing operations | (5.5) | (6.01) | (6.01) | (8.01) | ||
Basic loss per share from discontinued operations | (1.09) | (0.41) | (1.2) | (0.79) | ||
Diluted loss per share from discontinued operations | (1.09) | (0.41) | (1.2) | (0.79) | ||
Basic loss per share attributable to Flora Growth Corp. | (6.58) | (6.42) | (7.21) | (8.8) | $ (0.68) | $ (0.48) |
Diluted loss per share attributable to Flora Growth Corp. | $ (6.58) | $ (6.42) | $ (7.21) | $ (8.8) | $ (0.68) | $ (0.48) |
Weighted average number of common shares outstanding - basic | 6,726 | 3,836 | 6,684 | 3,659 | 76,655 | 43,954 |
Weighted average number of common shares outstanding - diluted | 6,726 | 3,836 | 6,684 | 3,659 | 76,655 | 43,954 |
Unaudited Condensed Interim C_4
Unaudited Condensed Interim Consolidated Statement of Shareholders' Equity (Deficiency) - USD ($) $ in Thousands | Common shares | Additional paid-in capital | Accumulated other comprehensive (loss) income | Accumulated deficit | Non-controlling interests in subsidiaries (deficiency) | Total |
Balance, shares at Dec. 31, 2020 | 38,355 | |||||
Balance, amount at Dec. 31, 2020 | $ 33,611 | $ 39 | $ (17,287) | $ (113) | $ 16,250 | |
November Unit offering shares | 11,500 | |||||
November Unit offering amount | 34,500 | 34,500 | ||||
November unit offering issuance costs | (2,665) | (2,665) | ||||
Initial public offering shares | 3,333 | |||||
Initial public offering amount | 16,667 | 16,667 | ||||
Initial public offering issuance costs shares | 333 | |||||
Initial public offering issuance costs amount | (1,825) | (1,825) | ||||
Regulation A and other offerings shares | 55 | |||||
Regulation A and other offerings amount | 157 | 157 | ||||
Common share issued for acquisition | 4,557 | |||||
Common shares issued for business combinations, amount | 20,654 | 20,654 | ||||
Common shares issued for investments shares | 225 | |||||
Common Shares issued for investments amount | 2,507 | 2,507 | ||||
Options issued | 1,340 | 1,340 | ||||
Options exercised shares | 650 | |||||
Options exercised, amount | 97 | 97 | ||||
Warrants exercised, shares | 6,509 | |||||
Warrants exercised, amount | 13,353 | 13,353 | ||||
Warrants expired/cancelled | 0 | |||||
Other equity issuance costs | (1,586) | (1,586) | ||||
Other comprehensive loss - exchange differences on foreign operations (net of income taxes of $nil) | (1,147) | (1,147) | ||||
Net loss | (21,249) | (112) | (21,361) | |||
Balance, shares at Dec. 31, 2021 | 3,276 | |||||
Balance, amount at Dec. 31, 2021 | $ 0 | 116,810 | (1,108) | (38,536) | (225) | 76,941 |
Common share issued for acquisition | 475 | |||||
Common shares issued for business combinations, amount | 14,697 | 14,697 | ||||
Common shares issued for other agreements, shares | 5 | |||||
Common shares issued for other agreements, amount | 272 | 272 | ||||
Acquisition of noncontrolling interest, shares | 6 | |||||
Acquisition of noncontrolling interest, amount | 283 | (365) | 28 | (54) | ||
Options issued | 1,443 | 1,443 | ||||
Options exercised shares | 17 | |||||
Options exercised, amount | 50 | 50 | ||||
Warrants exercised, shares | 3 | |||||
Warrants exercised, amount | 28 | 28 | ||||
Share issuance costs | (79) | (79) | ||||
Other comprehensive loss - exchange differences on foreign operations (net of income taxes of $nil) | (577) | (577) | ||||
Net loss | (7,566) | (64) | (7,630) | |||
Balance, shares at Mar. 31, 2022 | 3,782 | |||||
Balance, amount at Mar. 31, 2022 | $ 0 | 133,504 | (1,685) | (46,467) | (261) | 85,091 |
Balance, shares at Dec. 31, 2021 | 3,276 | |||||
Balance, amount at Dec. 31, 2021 | $ 0 | 116,810 | (1,108) | (38,536) | (225) | 76,941 |
December Unit offering shares | 12,500 | |||||
December unit offering amount | 5,000 | 5,000 | ||||
December unit offering issuance costs | (415) | (415) | ||||
Common share issued for acquisition | 53,026 | |||||
Common shares issued for business combinations, amount | 24,492 | 24,492 | ||||
Acquisition of noncontrolling interest, shares | 131 | |||||
Acquisition of noncontrolling interest, amount | 283 | (365) | 28 | (54) | ||
Equity issued for other agreements, shares | 811 | |||||
Equity issued for other agreements, amount | 1,554 | 1,554 | ||||
Options issued | 4,003 | $ 4,003 | ||||
Options exercised shares | 545 | 200 | ||||
Options exercised, amount | 82 | $ 82 | ||||
Warrants exercised, shares | 473 | |||||
Warrants exercised, amount | 105 | $ 105 | ||||
Warrants expired/cancelled | 0 | 0 | ||||
Share repurchase shares | (368) | |||||
Share repurchase amount | (255) | $ (255) | ||||
Options expired/cancelled | (1,580) | 451 | (1,129) | |||
Restricted stock vesting shares | 2,938 | |||||
Restricted stock vesting amount | 446 | 446 | ||||
Share issuance costs | (105) | (105) | ||||
Other comprehensive loss - exchange differences on foreign operations (net of income taxes of $nil) | (1,624) | (1,624) | ||||
Net loss | (52,415) | (214) | (52,629) | |||
Balance, shares at Dec. 31, 2022 | 6,776 | |||||
Balance, amount at Dec. 31, 2022 | $ 0 | 150,420 | (2,732) | (90,865) | (411) | 56,412 |
Balance, shares at Mar. 31, 2022 | 3,782 | |||||
Balance, amount at Mar. 31, 2022 | $ 0 | 133,504 | (1,685) | (46,467) | (261) | 85,091 |
Share repurchase | (250) | (250) | ||||
Equity issued for other agreements, shares | 35 | |||||
Equity issued for other agreements, amount | 1,281 | 1,281 | ||||
Options issued | 1,263 | 1,263 | ||||
Options exercised shares | 9 | |||||
Options exercised, amount | 27 | 27 | ||||
Warrants exercised, shares | 21 | |||||
Warrants exercised, amount | 63 | 63 | ||||
Warrants expired/cancelled | 0 | |||||
Share issuance costs | (4) | (4) | ||||
Other comprehensive loss - exchange differences on foreign operations (net of income taxes of $nil) | 10 | 10 | ||||
Net loss | (24,631) | (41) | (24,672) | |||
Balance, shares at Jun. 30, 2022 | 3,847 | |||||
Balance, amount at Jun. 30, 2022 | 135,892 | (1,675) | (71,098) | (302) | 62,817 | |
Balance, shares at Dec. 31, 2022 | 6,776 | |||||
Balance, amount at Dec. 31, 2022 | $ 0 | 150,420 | (2,732) | (90,865) | (411) | 56,412 |
Equity issued for other agreements, shares | 16 | |||||
Equity issued for other agreements, amount | 95 | 95 | ||||
Options issued | 119 | 119 | ||||
Options expired/cancelled | (765) | 765 | ||||
Restricted units granted, amount | $ 52 | 534 | 534 | |||
Other comprehensive loss - exchange differences on foreign operations (net of income taxes of $nil) | 357 | 357 | ||||
Net loss | (3,876) | (29) | (3,905) | |||
Balance, shares at Mar. 31, 2023 | 6,844 | |||||
Balance, amount at Mar. 31, 2023 | $ 0 | 150,403 | (2,375) | (93,976) | (440) | 53,612 |
Balance, shares at Dec. 31, 2022 | 6,776 | |||||
Balance, amount at Dec. 31, 2022 | $ 0 | 150,420 | (2,732) | (90,865) | (411) | $ 56,412 |
Restricted stock cancelled, shares | (4,000) | |||||
Balance, shares at Jun. 30, 2023 | 6,859 | |||||
Balance, amount at Jun. 30, 2023 | 150,726 | (1,526) | (138,266) | (706) | $ 10,228 | |
Balance, shares at Mar. 31, 2023 | 6,844 | |||||
Balance, amount at Mar. 31, 2023 | $ 0 | 150,403 | (2,375) | (93,976) | (440) | 53,612 |
Equity issued for other agreements, shares | 110 | |||||
Equity issued for other agreements, amount | 447 | 447 | ||||
Options issued | 92 | 92 | ||||
Options expired/cancelled | (258) | (258) | ||||
Restricted units granted, shares | 60 | |||||
Restricted units granted, amount | 838 | 838 | ||||
Restricted stock cancelled, shares | (155) | |||||
Restricted stock cancelled, amount | (779) | (779) | ||||
Share issuance costs | (17) | (17) | ||||
Other comprehensive loss - exchange differences on foreign operations (net of income taxes of $nil) | 849 | 849 | ||||
Net loss | (44,290) | (266) | (44,556) | |||
Balance, shares at Jun. 30, 2023 | 6,859 | |||||
Balance, amount at Jun. 30, 2023 | $ 150,726 | $ (1,526) | $ (138,266) | $ (706) | $ 10,228 |
Unaudited Condensed Interim C_5
Unaudited Condensed Interim Consolidated Statement of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | ||||
Net loss | $ (48,461) | $ (32,302) | $ (52,629) | $ (21,361) |
Adjustments to net loss: | ||||
Depreciation and amortization | 1,886 | 1,346 | 2,629 | 501 |
Share based compensation | 992 | 2,978 | 797 | 2,373 |
Stock-based compensation | 992 | 2,789 | 3,404 | 1,340 |
Goodwill impairment | 25,452 | 51 | ||
Asset impairment | 39,645 | 15,652 | 783 | 0 |
Changes in fair value of investments and liabilities | (932) | 1,333 | 593 | 2,345 |
Bad debt expense | 612 | 405 | 1,607 | 1,335 |
Interest expense (income) | 54 | (14) | (56) | 84 |
Interest paid | (54) | (69) | (4) | (78) |
Income tax recovery | (1,185) | 0 | (1,538) | (98) |
Net income (loss) to cash provided by (Used in) operating activities | (7,443) | (10,671) | (19,759) | (15,881) |
Net change in non-cash working capital: | ||||
Trade and other receivables | 1,152 | 802 | 143 | (5,688) |
Inventory | 932 | (745) | 1,219 | (1,213) |
Prepaid expenses and other assets | (936) | (33) | 1,372 | (1,204) |
Trade payables and accrued liabilities | (1,488) | (341) | 1,090 | 3,047 |
Net cash used in operating activities | (7,783) | (10,988) | (15,935) | (20,939) |
Cash flows from financing activities: | ||||
Common shares issued | 4,551 | 42,617 | ||
Warrants issued | 449 | 8,706 | ||
Equity issue costs | (17) | (75) | (520) | (5,475) |
Exercise of warrants and options | 0 | 168 | 187 | 12,851 |
Common shares repurchased | 0 | (250) | (255) | 0 |
Loan borrowings | 206 | 212 | 197 | 0 |
Loan repayments | (77) | (82) | (196) | (302) |
Net cash provided (used) by financing activities | 112 | (27) | 4,413 | 58,397 |
Cash flows from investing activities: | ||||
Loans Provided | 0 | (273) | ||
Loan repayments received | 0 | 302 | ||
Purchases of property, plant and equipment and intangible assets | (195) | (723) | (1,294) | (3,983) |
Purchase of investments | 0 | (2,509) | ||
Business and asset acquisitions, net of cash acquired | 0 | (15,457) | (14,508) | (8,087) |
Net cash used in investing activities | (195) | (16,180) | (15,802) | (14,550) |
Effect of exchange rate on changes on cash | 584 | (152) | (755) | (815) |
Change in cash during the period | (7,282) | (27,347) | (28,079) | 22,093 |
Cash and restricted cash at beginning of period | 9,537 | 37,616 | 37,616 | 15,523 |
Cash included in assets held for sale | (448) | (381) | ||
Cash and restricted cash at end of period | 1,807 | 9,888 | 9,537 | 37,616 |
Supplemental disclosure of non-cash investing and financing activities | ||||
Common shares issued for business combinations | $ 0 | $ 14,917 | $ 24,712 | $ 20,654 |
Assets acquired for contingent consideration | 303 | 0 | ||
Common shares issued for other agreements | 95 | 1,281 | 1,470 | 2,507 |
Operating lease additions to right of use assets | 97 | 2,053 | 2,919 | 1,233 |
NATURE OF OPERATIONS
NATURE OF OPERATIONS | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Nature Of Operations And Going Concern [Abstract] | ||
NATURE OF OPERATIONS [Text Block] | 1. NATURE OF OPERATIONS Flora Growth Corp. (the "Company" or "Flora") was incorporated under the laws of the Province of Ontario, Canada on March 13, 2019. The Company is manufacturer, distributor and an all-outdoor cultivator of global cannabis and pharmaceutical products and brands, building a connected, design-led collective of plant-based wellness and lifestyle brands. The Company's registered office is located at 365 Bay Street, Suite 800, Toronto, Ontario, M5H 2V1, Canada and our principal place of business in the United States is located at 3406 SW 26th Terrace, Suite C-1, Fort Lauderdale, Florida 3312. Presentation of comparative financial statements On June 9, 2023, the Company consolidated its issued and outstanding common shares based on one new common share of the Company for every twenty existing common shares of the Company. All common shares and per share amounts have been restated to give retroactive effect to the share consolidation. See discussion in Note 13. | 1. Flora Growth Corp. (the “Company” or “Flora”) was incorporated under the laws of the Province of Ontario, Canada on March 13, 2019. The Company is manufacturer, distributor and an all-outdoor cultivator of global cannabis and pharmaceutical products and brands, building a connected, design-led collective of plant-based wellness and lifestyle brands. The Company’s registered office is located at 365 Bay Street, Suite 800, Toronto, Ontario, M5H 2V1, Canada and our principal place of business in the United States is located at 3406 SW 26th Terrace, Suite C-1, Fort Lauderdale, Florida 3312. On December 23, 2022, Flora completed its acquisition of all the issued and outstanding common shares of Franchise Global Health Inc., a corporation existing under the laws of the Province of British Columbia (“Franchise”) by way of a statutory plan of arrangement (the “Arrangement”) under the Business Corporations Act (British Columbia). Franchise, through its wholly-owned subsidiaries, is a multi-national distributor in the pharmaceutical and medical cannabis industry with principal operations in Germany. See Note 9 for further discussion. On February 24, 2022, Flora Growth U.S. Holdings Corp., a wholly-owned subsidiary of the Company, completed the acquisition of 100% of the outstanding equity interests in each of (i) Just Brands LLC and (ii) High Roller Private Label LLC. JustCBD is a manufacturer and distributor of consumable cannabinoid products, including gummies, tinctures, vape cartridges, and creams with principal operations in Florida, United States. See Note 9 for further discussion. These consolidated financial statements have been prepared on a going concern basis, meaning that the Company will continue in operation for the foreseeable future and will be able to realize assets and discharge liabilities in the ordinary course of operations. |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
BASIS OF PRESENTATION [Text Block] | 2. BASIS OF PRESENTATION These unaudited condensed interim consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America ("U.S. GAAP") pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") for interim financial information. Accordingly, they do not include all of the information and notes required by U.S. GAAP. The Company believes that the disclosures made are adequate to make the information presented not misleading. These financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company's Annual Report filed on Form 10-K for the year ended December 31, 2022. These unaudited condensed interim consolidated financial statements reflect all adjustments, which, in the opinion of management, are necessary for a fair presentation of the results for the interim periods presented. Interim results are not necessarily indicative of results for a full year. These unaudited condensed interim consolidated financial statements apply the same accounting policies as those used in the financial statements included in the Company's Annual Report filed on Form 10-K for the year ended December 31, 2022. These interim condensed consolidated financial statements have been prepared on a going concern basis, meaning that the Company will continue in operation for the foreseeable future and will be able to realize assets and discharge liabilities in the ordinary course of operations. Prior to January 1, 2023, Flora was a foreign private issuer reporting its financial statements under International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standard Boards. These consolidated financial statements, for all periods, are presented in accordance with U.S. GAAP. Going concern The accompanying unaudited condensed interim consolidated financial statements have been prepared assuming the Company will continue as a going concern. The going concern basis of presentation assumes that the Company will continue one year after the date these unaudited condensed interim consolidated financial statements are issued and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business. The Company had cash of $1.8 million at June 30, 2023, net loss of $48.5 million for the six months ended June 30, 2023, and an accumulated deficit of $138.3 million at June 30, 2023. Current economic and market conditions have put pressure on the Company's growth plans. The Company's ability to continue as a going concern is dependent on its ability to obtain additional capital. The Company believes that its current level of cash is not sufficient to continue investing in growth, while at the same time meeting its obligations as they become due. These conditions raise substantial doubt regarding the Company's ability to continue as a going concern for a period of at least one year from the date of issuance of these interim condensed consolidated financial statements. To alleviate these conditions, management is currently evaluating various cost reductions and other alternatives and may seek to raise additional funds through the issuance of equity, debt securities, through arrangements with strategic partners, through obtaining credit from financial institutions or otherwise. The actual amount that the Company may be able to raise under these alternatives will depend on market conditions and other factors. As it seeks additional sources of financing, there can be no assurance that such financing would be available to the Company on favorable terms or at all. The Company's ability to obtain additional financing in the debt and equity capital markets is subject to several factors, including but not limited to market and economic conditions, the Company's performance and investor sentiment with respect to it and its industry. The unaudited condensed interim consolidated financial statements do not include any adjustments for the recovery and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Basis of consolidation These unaudited condensed interim consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany balances and transactions were eliminated on consolidation. Subsidiaries are entities the Company controls when it is exposed, or has rights, to variable returns from its involvement in the entity and can affect those returns through its power to direct the relevant activities of the entity. Subsidiaries are included in the consolidated financial results of the Company from the date of acquisition up to the date of disposition or loss of control. The Company's subsidiaries and respective ownership percentage have not changed from the year ended December 31, 2022. On July 5, 2023, the Company sold its shares in its Colombian related subsidiaries. The results of these subsidiaries are included in discontinued operations in the accompanying unaudited condensed interim consolidated financial statements. See discussion in Note 3. | 2. BASIS OF PRESENTATION These consolidated financial statements have been presented in United States dollars and are prepared in accordance with United States generally accepted accounting principles ("US GAAP") Prior to January 1, 2023, Flora was a foreign private issuer reporting its financial statements under International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standard Boards. These consolidated financial statements, for all periods, are presented in accordance with GAAP. Going concern The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. The going concern basis of presentation assumes that the Company will continue one year after the date these financial statements are issued and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business. Pursuant to the requirements of ASC Topic 205-40 , The Company had cash of $9.5 million at December 31, 2022, net loss of $52.6 million for the year ended December 31, 2022, and an accumulated deficit of $90.9 million at December 31, 2022. Current economic and market conditions have put pressure on the Company's growth plans. The Company's ability to continue as a going concern is dependent on its ability to obtain additional capital. The Company believes that its current level of cash is not sufficient to continue investing in growth, while at the same time meeting its obligations as they become due. These conditions raise substantial doubt regarding the Company's ability to continue as a going concern for a period of at least one year from the date of issuance of these consolidated financial statements. To alleviate these conditions, management is currently evaluating various cost reductions and other alternatives and may seek to raise additional funds through the issuance of equity, debt securities, through arrangements with strategic partners, through obtaining credit from financial institutions or otherwise. The actual amount that the Company may be able to raise under these alternatives will depend on market conditions and other factors. As it seeks additional sources of financing, there can be no assurance that such financing would be available to the Company on favorable terms or at all. The Company's ability to obtain additional financing in the debt and equity capital markets is subject to several factors, including market and economic conditions, the Company's performance and investor sentiment with respect to it and its industry. As a result of these uncertainties, and notwithstanding management's plans, there is substantial doubt about the Company's ability to continue as a going concern. Presentation of comparative financial statements On April 30, 2021, the Company consolidated its issued and outstanding common shares based on one new common share of the Company for every three existing common shares of the Company. All common shares and per share amounts have been restated to give retroactive effect to the share consolidation. Basis of consolidation These consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany balances and transactions were eliminated on consolidation. Subsidiaries are entities the Company controls when it is exposed, or has rights, to variable returns from its involvement in the entity and can affect those returns through its power to direct the relevant activities of the entity. Subsidiaries are included in the consolidated financial results of the Company from the date of acquisition up to the date of disposition or loss of control. As at December 31, 2022, the Company had the following subsidiaries: Subsidiaries Country of Ownership % Functional Currency Cosechemos YA S.A.S. Colombia 90% Colombia Peso (COP) Flora Growth Corp. Sucursal Colombia Colombia 100% Colombia Peso (COP) Hemp Textiles & Co. LLC United States 100% United States Dollar (USD) Hemp Textiles & Co. S.A.S. Colombia 100% Colombia Peso (COP) Flora Beauty LLC United States 100% United States Dollar (USD) Flora Beauty LLC Sucursal Colombia Colombia 100% Colombia Peso (COP) Kasa Wholefoods Company S.A.S. Colombia 90% Colombia Peso (COP) Kasa Wholefoods Company LLC United States 100% United States Dollar (USD) Grupo Farmaceutico Cronomed S.A.S. Colombia 100% Colombia Peso (COP) Labcofarm Laboratories S.A.S. Colombia 100% Colombia Peso (COP) Breeze Laboratory S.A.S Colombia 100% Colombia Peso (COP) Vessel Brand Inc. United States 100% United States Dollar (USD) Just Brands LLC United States 100% United States Dollar (USD) Just Brands International LTD United Kingdom 100% British Pound (GBP) High Roller Private Label LLC United States 100% United States Dollar (USD) Flora Growth US Holdings Corp. United States 100% United States Dollar (USD) Flora Growth Management Corp. United States 100% United States Dollar (USD) Cardiff Brand Corp. United States 100% United States Dollar (USD) Keel Brand Corp. United States 100% United States Dollar (USD) Flora Growth F&B Corp. United States 100% United States Dollar (USD) Masaya Holding Corp United States 100% United States Dollar (USD) Franchise Global Health Inc. Canada 100% Canadian Dollar (CAD) Harmony Health One Inc. Canada 100% Canadian Dollar (CAD) ACA Mueller ADAG Pharma Vertriebs GmbH Germany 100% Euro (EUR) Sativa Verwaltungs GmbH Germany 100% Euro (EUR) Sativa Verwaltungs GmbH and Co. KG Germany 100% Euro (EUR) CBD Med Therapeutics Inc. Canada 100% Canadian Dollar (CAD) Fayber Technologies Canada Inc. Canada 100% Canadian Dollar (CAD) Catalunia SAS Colombia 100% Colombia Peso (COP) Green CannaHealth SAS Colombia 100% Colombia Peso (COP) Klokken Aarhus Inc. Canada 100% Canadian Dollar (CAD) Rangers Pharmaceuticals A/S Denmark 100% Danish Krone (DAK) 1200325 B.C. LTD. Canada 100% Canadian Dollar (CAD) Phatebo Germany 100% Euro (EUR) Franchise Cannabis Corp. Canada 100% Canadian Dollar (CAD) Basis of measurement The consolidated financial statements have been prepared on the historical cost basis, except for certain financial instruments that are measured at fair value as explained in the accounting policies below. Historical cost is generally based on the fair value of the consideration given in exchange for goods and services. Fair value is defined 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 carrying values of trade and amounts receivable, indemnification receivables, prepaids and other current assets, and trade and other payables, accrued liabilities, current portion of long term debt, and current portion of lease liability approximate their fair values due to their short periods to maturity. The Company calculates the estimated fair value of financial instruments, including investments, and contingent consideration, using quoted market prices when available. When quoted market prices are not available, fair value is determined based on valuation techniques using the best information available and may include quoted market prices, market comparable, and discounted cash flow projections. The consolidated financial statements are presented in United States dollars ("$") unless otherwise noted. Use of estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2022 | |
SIGNIFICANT ACCOUNTING POLICIES | |
SIGNIFICANT ACCOUNTING POLICIES [Text Block] | 3. SIGNIFICANT ACCOUNTING POLICIES The significant accounting policies used by the Company are as follows: Cash Cash in the consolidated statement of financial position includes cash on hand and deposits held with banks and other financial intermediaries that have a maturity of less than three months at the date they are acquired. Financial assets Initial recognition and measurement The Company aggregates its financial assets into classes at the time of initial recognition based on the Company's business model and the contractual terms of the cash flows. Non-derivative financial assets are classified and measured as "financial assets at fair value", as either fair value through profit or loss ("FVPL"), or "financial assets at amortized cost", as appropriate. All financial assets are recognized initially at fair value plus, in the case of financial assets not at FVPL, directly attributable transaction costs on the trade date at which the Company becomes a party to the contractual provisions of the instrument. Financial assets with embedded derivatives are considered in their entirety when determining their classification. Subsequent measurement - Financial assets at amortized cost After initial recognition, financial assets measured at amortized cost are subsequently measured at the end of each reporting period at amortized cost using the Effective Interest Rate ("EIR") method. Amortized cost is calculated by considering any discount or premium on acquisition and any fees or costs that are an integral part of the EIR. In these consolidated financial statements, cash, trade and other receivables, indemnification receivables, and loans receivable are classified in this category. Subsequent measurement - Financial assets at FVPL Financial assets measured at FVPL include financial assets such as the Company's equity investments in other entities, and any derivative financial instrument that is not designated as a hedging instrument in a hedge relationship. Financial assets measured at FVPL are carried at fair value in the consolidated statement of financial position with changes in fair value recognized in a separate caption in the consolidated statements of loss and comprehensive loss. Derecognition A financial asset is derecognized when the contractual rights to the cash flows from the asset expire, or the Company no longer retains substantially all the risks and rewards of ownership. Impairment of financial assets Financial assets classified subsequently as amortized cost are subject to impairment based on the expected credit losses ("ECL's"). The Company's financial assets subject to impairment are cash, trade and other receivables, and loans receivable. Trade and note receivables are recognized initially at fair value and subsequently measured at amortized cost, less any provisions for impairment. Impairment provisions are estimated using the ECL impairment model where any expected future credit losses are provided for, irrespective of whether a loss event has occurred at the reporting date. Estimates of expected credit losses consider the Company's collection history by country and customer, deterioration of collection rates during the average credit period, as well as observable changes in and forecasts of future economic conditions that affect default risk. The Company utilizes a provision matrix to estimate lifetime ECL's for trade receivables, supplemented by specific allowance based on customer-specific data. Changes in the allowance are recognized as bad debt expense in the consolidated statements of loss and comprehensive loss. When the Company determines that no recovery of the amount owed is possible, the amount is deemed irrecoverable, and the financial asset is written off. In Colombia, this is considered after 360 days consistent with local regulations, while other countries this is determined with judgment or otherwise when discharged by bankruptcy or other legal proceedings. Inventories Inventories are comprised of raw materials and supplies, cannabis, internally produced work in progress, and finished goods. Inventories are initially valued at cost and subsequently at the lower of cost and net realizable value. Inventory cost is determined on a weighted average cost basis and any trade discounts and rebates are deducted from the purchase price. Raw material costs include the purchase cost of the materials, freight-in and duty. Costs incurred during the cannabis growing and production process are capitalized as incurred to the extent that cost is less than net realizable value. These costs include materials, labor and manufacturing overhead used in the growing and production processes. The Company capitalizes pre-harvest cannabis costs. Finished goods include the cost of direct materials and labor and a proportion of manufacturing overhead allocated based on normal production capacity. Net realizable value represents the estimated selling price for inventories in the ordinary course of business, less all estimated costs of completion and costs necessary to make the sale. The determination of net realizable value requires significant judgment, including consideration of factors such as shrinkage, the aging of and future demand for inventory and contractual arrangements with customers. Reserves for excess and obsolete inventory are based upon quantities on hand, projected volumes from demand forecasts and net realizable value. The impact of changes in inventory reserves is reflected in cost of sales. Property, plant and equipment Property, plant and equipment are measured at cost less accumulated depreciation and impairment losses, if any. Depreciation is provided for on a straight-line basis over the assets' estimated useful lives, which management has determined to be as follows: Machinery and office equipment 5-10 years Vehicle 5 years Building 30 years Right-of-use assets Lesser of useful life and remaining term of the lease The Company assesses an asset's residual value, useful life and depreciation method at each financial year end and adjusts if appropriate. During their construction, property, plant and equipment are not subject to depreciation. The Company capitalizes all costs necessary to get the asset to its intended use, including interest on borrowings when significant. When the asset is available for use, depreciation commences. Depreciation expense is recorded within depreciation and amortization on the consolidated statements of loss and comprehensive loss. Gains and losses on disposal of property, plant and equipment are determined by comparing the proceeds from disposal with the carrying amount of the property, plant and equipment and are recognized in the consolidated statements of loss and comprehensive loss of the related year. Intangible assets Intangible assets are recorded at cost less accumulated amortization and impairment losses, if any. Intangible assets acquired in a business combination are measured at fair value at the acquisition date. Amortization is provided on a straight-line basis over the assets' estimated useful lives, which do not exceed the contractual period, if any. The Company's finite-lived intangible assets are amortized as follows: Patents and developed technology 9 years Customer and supplier relationships 5-10 years Trademarks and brands 8-10 years Licenses 5-10 years Non-compete agreements 3 years The estimated useful lives, residual values, and amortization methods are reviewed at each year end, and any changes in estimates are accounted for prospectively. Amortization expense is recorded within depreciation and amortization on the consolidated statements of loss and comprehensive loss. Intangible assets that have indefinite useful lives are not subject to amortization and are tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. Investments Investments include investments in equity securities of entities over which the Company does not have a controlling financial interest or significant influence and are accounted for at fair value. Equity investments without readily determinable fair values are measured at cost with adjustments for observable changes in price or impairments (referred to as the "measurement alternative"). In applying the measurement alternative, the Company performs a qualitative assessment on a quarterly basis and recognizes an impairment if there are sufficient indicators that the fair value of the equity investments is less than carrying values. Changes in value are recorded in unrealized loss from changes in fair value on the consolidated statements of loss and comprehensive loss. Impairment of long-lived assets The Company reviews long-lived assets, including property and equipment and definite life intangible assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. An impairment loss is recognized when the sum of projected undiscounted cash flows is less than the carrying value of the asset group. The measurement of the impairment loss to be recognized is based on the difference between the fair value and the carrying amount of the asset group. Business combinations Acquisitions of businesses are accounted for using the acquisition method. The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the acquisition date fair values of the assets transferred by the Company, liabilities incurred by the Company to the former owners of the acquiree and the equity interests issued by the Company in exchange for control of the acquiree. Acquisition related costs are generally recognized in the consolidated statements of loss and comprehensive loss as incurred. At the acquisition date, the identifiable assets acquired, and the liabilities assumed, are recognized at their fair value. Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any noncontrolling interests in the acquiree, and the fair value of the acquirer's previously held equity interest in the acquiree (if any) over the net of the amounts of identifiable assets acquired and liabilities assumed on the acquisition date. If, after assessment, the net of the amounts of identifiable assets acquired and liabilities assumed on the acquisition date exceeds the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree and the fair value of the acquirer's previously held interest in the acquiree (if any), the excess is recognized immediately in the consolidated statements of loss and comprehensive loss as a bargain purchase gain. Non-controlling interests that are present ownership interests and entitle their holders to a proportionate share of the entity's net assets in the event of liquidation may be initially measured at the fair value of the acquiree's identifiable net assets. Contingent consideration is measured at its acquisition-date fair value and included as part of the consideration transferred in a business combination. Contingent consideration that is classified as equity is not remeasured at subsequent reporting dates and its subsequent settlement is accounted for within equity. Contingent consideration that is classified as an asset or liability is remeasured at subsequent reporting dates, with the corresponding gain or loss recognized in the consolidated statements of operations and comprehensive income. Purchase price allocations may be preliminary and, during the measurement period not to exceed one year from the date of acquisition, changes in assumptions and estimates that result in adjustments to the fair value of assets acquired and liabilities assumed are recorded in the period the adjustments are determined. Impairment of goodwill and indefinite-lived intangible assets Goodwill is allocated to the reporting unit in which the business that created the goodwill resides. A reporting unit is an operating segment, or a business unit one level below that operating segment, for which discrete financial information is prepared and regularly reviewed by segment management. The Company operates in three operating segments which are the reporting units and goodwill is allocated at the operating segment level. The Company reviews goodwill and indefinite-lived intangible assets annually for impairment in the fourth quarter, or more frequently, if events or circumstances indicate that the carrying amount of an asset may not be recoverable. Financial liabilities Initial recognition and measurement Financial liabilities are measured at amortized cost, unless they are required to be measured at FVPL as is the case for held for trading or derivative instruments, or the Company has opted to measure the financial liability at FVPL. The Company's financial liabilities include trade payables and accrued liabilities, loans payable and long-term debt, which are measured at amortized cost. All financial liabilities are recognized initially at fair value. Subsequent measurement - Financial liabilities at amortized cost After initial recognition, financial liabilities measured at amortized cost are subsequently measured at the end of each reporting period at amortized cost using the EIR method. Amortized cost is calculated by considering any discount or premium on acquisition and any fees or costs that are an integral part of the EIR. Subsequent measurement - Financial liabilities at FVPL Financial liabilities measured at FVPL include any derivative financial instrument that is not designated as a hedging instrument in a hedge relationship. Financial liabilities measured at FVPL are carried at fair value in the consolidated statement of financial position with changes in fair value recognized in other income or expense in the consolidated statements of loss and comprehensive loss. In these consolidated financial statements, trade payables and accrued liabilities, lease liability and loans payable are measured at amortized cost. Derecognition A financial liability is derecognized when the obligation under the liability is discharged, cancelled, or expires with any associated gain or loss recognized in other income or expense in the consolidated statements of loss and comprehensive loss. Provisions Provisions are recognized when (a) the Company has a present obligation (legal or constructive) due to a past event, and (b) it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Where the Company expects a provision to be reimbursed, for example under an insurance contract, the reimbursement is recognized as a separate asset but only when the reimbursement is probable. The Company expenses legal costs as incurred related to such matters. The expense relating to any provision is presented in the consolidated statements of loss and comprehensive loss, net of any reimbursement. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, where appropriate, the risks specific to the liability. Where discounting is used, the increase in the provision due to the passage of time is recognized as a finance cost in the consolidated statements of loss and comprehensive loss. Share capital Issued common shares are recorded as equity at par value. Additional proceeds from the issuance of common shares are classified as equity in additional paid in capital. Incremental costs directly attributable to the issue of common shares, stock options and warrants are recognized as a deduction from equity, net of any tax effects. Common shares are considered issued when consideration has been received. The fair value of options and warrants is determined using the Black Scholes model. Share based compensation Share based compensation to employees are measured at the fair value of the instruments issued and amortized over the vesting periods. Share based compensation to non-employees are measured at the fair value of goods or services received or the fair value of the equity instruments issued if it is determined the fair value of the goods or services cannot be reliably measured and are recorded at the date the goods or services are received. The Company operates an employee stock option plan. The corresponding amount is recorded to the stock option caption within shareholders' equity, and the expense to the consolidated statements of loss and comprehensive loss over the vesting period. The fair value of options is determined using the Black-Scholes pricing model which incorporates all market vesting conditions. For awards with graded vesting schedules, the Company has elected to calculate the fair value as a single award and recognize expense over the total expected vesting period rather than in tranches. The number of shares and options expected to vest is reviewed and adjusted at the end of each reporting period such that the amount recognized for services received as consideration for the equity instruments granted shall be based on the number of equity instruments that eventually vest. Upon exercise of a stock option, any amount related to the initial value of the stock option, along with the proceeds from exercise are recorded to share capital. Upon expiration of a stock option, any amount related to the initial value of the stock option is recorded to accumulated deficit. The Company also grants employees and non-employees restricted stock awards ("RSAs"). The fair value of the RSAs is determined using the fair value of the common shares on the date of the grant. The Company has elected to recognize forfeitures as they occur. Foreign currency translation These consolidated financial statements are presented in U.S. dollars ("USD"), which is the Company's reporting currency; however, the functional currency of the entities in these financial statements are their respective local currencies, including Canadian dollar, USD, Colombian and euro. Translation into functional currency Transactions in foreign currencies are recorded in the functional currency at exchange rates prevailing on the dates of the transactions. At the end of each reporting period, monetary assets and liabilities denominated in foreign currencies are translated at the period end exchange rates. Non-monetary items are translated at the exchange rates in effect on the date of the transactions. Foreign exchange gains and losses arising on translation are presented in the consolidated statements of loss and comprehensive loss. Translation into presentation currency The assets and liabilities of foreign operations are translated into USD at year-end exchange rates. Revenue, expenses, and cash flows of foreign operations are translated into USD using average exchange rates of the reporting period. Exchange differences resulting from translating foreign operations are recognized in other comprehensive income and accumulated in shareholders' equity. The cumulative exchange differences are reclassified to the consolidated statements of loss and comprehensive loss upon the disposal of the foreign operation. Research expenses Research expenses are expensed as they are incurred, net of any related investment tax credits, unless the criteria for capitalization of development expenses are met. Revenue recognition The Company primarily generates revenue as a distributor and retailer of cannabidiol oil derived products. See disaggregation of the Company's revenue by products and sales by country in Note 23. In 2021, the Company acquired intellectual property for cannabis education materials and began selling licenses to use the materials for resale to educational institutions. The Company uses the following five-step contract-based analysis of transactions to determine if, when and how much revenue can be recognized: 1. Identify the contract with a customer; 2. Identify the performance obligations in the contract; 3. Determine the transaction price; 4. Allocate the transaction price to the performance obligations in the contract; and 5. Recognize revenue when or as the Company satisfies the performance obligations. Revenue is recognized at the transaction price, which is the amount of consideration to which the Company expects to be entitled in exchange for transferring promised goods to a customer. Gross revenue excludes duties and taxes collected on behalf of third parties. Revenue is presented net of expected price discounts, sales returns, customer rebates and other incentives. The Company's contracts with customers for the sales of products consist of one performance obligation. Revenue from product sales is recognized at the point in time when control is transferred to the customer, which is on shipment or delivery, depending on the contract terms. The Company's payment terms generally range from 0 to 30 days from the transfer of control, and sometimes up to six months. The Company elected as a permitted practical expedient to not adjust the customer contract consideration for significant financing components when the period between the transfer of the Company's goods and services and customer payment is one year or less. The Company elected as a permitted practical expedient to expense, as incurred, the costs of obtaining a customer contract such as sales commissions and other selling transaction costs when the amortization period of the assets otherwise would be one year or less. Accordingly, the Company has no assets recorded for costs to obtain a customer contract as at December 31, 2022 and 2021 as there are no contracts where the underlying asset would have a life exceeding one year. The Company elected as a permitted practical expedient for shipping and handling not to be a separate performance obligation. Advertising costs Advertising costs are expensed as incurred and recorded within the promotion and communication caption on the consolidated statements of loss and comprehensive loss. Advertising costs were $4.7 million in 2022 ($1.0 million in 2021). Leases At the inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period in exchange for consideration. The Company recognizes a right-of-use asset and a lease liability at the commencement date of the lease. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset, less any lease incentives received. The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company's estimated incremental borrowing rate. The lease term at the lease commencement date is determined based on the noncancellable period for which the Company has the right to use the underlying asset, together with any periods covered by an option to extend the lease if the Company is reasonably certain to exercise that option, periods covered by an option to terminate the lease if the Company is reasonably certain not to exercise that option and periods covered by an option to extend (or not to terminate) the lease in which the exercise of the option is controlled by the lessor. The Company considers several factors when evaluating whether the options in its lease contracts are reasonably certain of exercise, such as length of time before an option exercise, expected value of the leased asset at the end of the initial lease term, importance of the lease to the Company's operations, costs to negotiate a new lease, any contractual or economic penalties, and the economic value of leasehold improvements. For finance leases, from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term, the right-of-use asset is amortized on a straight-line basis and the interest expense is recognized on the lease liability using the effective interest method. For operating leases, lease expense is recognized on a straight-line basis over the term of the lease and presented as a single charge in the consolidated statements of operations and comprehensive income. The lease liability is subsequently measured at amortized cost using the effective interest method. Right-of-use assets are adjusted for impairment losses, if any. The estimated useful lives and recoverable amounts of right-of-use assets are determined on the same basis as those of property, plant and equipment. Income taxes Income tax expense comprises current and deferred tax. Current tax and deferred tax are recognized in the consolidated statements of loss and comprehensive loss except to the extent that it relates to a business combination, or items recognized directly in equity or in other comprehensive loss. Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted at the reporting date, and any adjustment to tax payable in respect of previous years. Deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognized for the following temporary differences: the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable income or loss, and differences relating to investments in subsidiaries and jointly controlled entities to the extent that it is probable that they will not reverse in the foreseeable future. In addition, deferred tax is not recognized for taxable temporary differences arising on the initial recognition of goodwill. Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis, or their tax assets and liabilities will be realized simultaneously. A deferred tax asset is recognized for unused tax losses, tax credits and deductible temporary differences, to the extent that it is probable that future taxable profits will be available against which they can be utilized. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. An unrealized tax benefit may arise in connection with a period that has not yet been reviewed by the relevant tax authority. A change in the recognition or measurement of an unrealized tax benefit is reflected in the period during which the change occurs. Interest and penalties in respect of income taxes are not recognized in the consolidated statement of operations as a component of income taxes but as a component of interest expense. Loss per share Basic loss per share is calculated using the weighted average number of shares outstanding during the year. Diluted loss per share reflects the potential dilution of common share equivalents, such as outstanding options and warrants, in the weighted average number of common shares outstanding during the period, if dilutive. The diluted loss per share calculation excludes any potential conversion of options and warrants that would be anti-dilutive. Non-controlling interests Non-controlling interests of subsidiaries ("NCI") are recognized either at fair value or at the NCI's proportionate share of the net assets, determined on an acquisition-by-acquisition basis at the date of acquisition. Subsequently, the NCI's share of net loss and comprehensive loss is attributed to the NCI. Adoption of accounting standards and amendments In June 2016, the United States Financial Accounting Standards Board ("FASB") issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU 2016-13 requires the measurement of current expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Adoption of ASU 2016-13 will require financial institutions and other organizations to use forward-looking information to better formulate their credit loss estimates. In addition, the ASU amends the accounting for credit losses on available for sale debt securities and purchased financial assets with credit deterioration. This update is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company adopted ASU 2016-13 effective as of its inception March 13, 2019, and as such had no impact on the Company's consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740) - Simplifying the Accounting for Income Taxes, which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and amends existing guidance to improve consistent application. ASU 2019-12 would be effective for the Company beginning January 1, 2021. The Company adopted ASU 2016-13 early, effective as of its inception March 13, 2019, and as such had no impact on the Company's consolidated financial statements. In January 2020, the FASB issued ASU 2020-01, Clarifying the Interactions between Investments-Equity Securities (Topic 321), Investments-Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815). ASU 2020-01 clarifies the interaction of accounting for the transition into and out of the equity method. The new standard also clarifies the accounting for measuring certain purchased options and forward contracts to acquire investments. ASU 2020-01 would be effective for the Company beginning January 1, 2021. The Company adopted ASU 2016-13 early, effective as of January 1, 2020, and as such had no impact on the Company's consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity. ASU 2020-06 simplifies the accounting for convertible instruments by reducing the number of accounting models for convertible debt instruments and convertible preferred stock. In addition, ASU 2020-06 enhances information transparency by making targeted improvements to the disclosures for convertible instruments and earnings-per-share guidance and amends the guidance for the derivatives scope exception for contracts in an entity's own equity to reduce form-over-substance-based accounting conclusions. ASU No. 2020-06 would be effective for the Company beginning January 1, 2024. The Company adopted ASU 2020-06 early, effective as of January 1, 2021, and as such had no impact on the Company's consolidated financial statements. In May 2021, the FASB issued ASU No. 2021-04, Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity's Own Equity (Subtopic 815-40): Issuer's Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options. ASU No. 2021-04 provides a principles-based framework to determine whether an issuer should recognize the modification or exchange as an adjustment to equity or an expense. ASU No. 2021-04 requires issuers to account for modifications or exchanges of freestanding equity-classified written call options (e.g., warrants) that remain equity classified after the modification or exchange based on the economic substance of the modification or exchange. ASU No. 2021-04 would be effective for the Company beginning |
ASSETS HELD FOR SALE AND DISCON
ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS | 6 Months Ended |
Jun. 30, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS [Text Block] | 3. On July 5, 2023, the Company entered into a Share Purchase Agreement with Lisan Farma Colombia LLC ("Lisan"), a Delaware limited liability company, to sell all its shares in its Colombian related subsidiaries and its Colombian assets for a purchase price of CAD $0.8 million (USD $0.6 million). The sale relates to all of Flora's operations in Colombia, including its interest in (i) its 361-acre Cosechemos farm located in Giron, Colombia and its related processing facilities and inventory and (ii) all other assets relating to Flora Lab 2, Flora Lab 4 and Flora's Colombian food and beverage and consumer products business. The Company has received proceeds of CAD $0.5 million subsequent to period-end and expects to receive the remaining proceeds upon closing of the transaction. See discussion in Note 20. The sale enables the Company to concentrate on its core business divisions, which are lifestyle brands in the United States and international pharmaceutical distribution. The sale was part of several strategic changes to cut costs and streamline operations. The Company has presented the associated assets and liabilities of the Colombian subsidiaries as held for sale. The major classes of assets and liabilities classified as held for sale as of June 30, 2023 and December 31, 2022 were as follows: June 30, 2023 December 31, 2022 Assets held for sale Cash $ 448 $ 602 Trade and amounts receivable 633 1,592 Prepaid expenses and other current assets 115 174 Inventory 582 1,341 Total current assets held for sale 1,778 3,709 Property, plant and equipment - 3,592 Operating lease right of use assets - 419 Intangible assets - 358 Other assets - 23 Total noncurrent assets held for sale - 4,392 Total assets held for sale $ 1,778 $ 8,101 Liabilities held for sale Current portion of long-term debt $ 38 $ - Current portion of operating lease liability 370 72 Other accrued liabilities 767 538 Total current liabilities held for sale 1,175 610 Non-current operating lease liability - 308 Total liabilities held for sale $ 1,175 $ 918 The following table summarizes the major classes of line items included in loss from discontinued operations, net of tax, for the three and six months ended June 30, 2023 and 2022: For the three For the three For the six For the six Revenue $ 662 $ 1,028 $ 1,450 $ 1,773 Cost of sales 466 471 1,123 774 Gross profit from discontinued operations 196 557 327 999 Consulting and management fees 307 683 676 1,267 Professional fees 46 120 82 391 General and administrative 105 419 282 769 Promotion and communication 8 131 14 305 Operating lease expense 43 106 93 122 Depreciation and amortization 70 186 148 296 Bad debt expense 565 150 565 150 Asset impairment 4,704 - 4,704 - Other (income) expense 2 363 124 666 Operating loss from discontinued operations (5,654 ) (1,601 ) (6,361 ) (2,967 ) Interest (income) expense 2 19 2 28 Net loss before income taxes (5,656 ) (1,620 ) (6,363 ) (2,995 ) Loss on disposal of discontinued operations 1,909 - 1,909 - Income tax expense - - 11 - Loss from discontinued operations $ (7,565 ) $ (1,620 ) $ (8,283 ) $ (2,995 ) The following table summarizes the significant operating and investing items related to the Colombian subsidiaries for the six months ended June 30, 2023 and 2022 For the six For the six Operating activities of discontinued operations Depreciation and amortization $ 148 $ 296 Bad debt expense 565 150 Asset impairment 4,704 - Investing activities of discontinued operations Purchases of property, plant and equipment $ 92 $ 579 The subsidiaries sold included Cosechemos Ya S.A.S, which was part of the commercial and wholesale segment; Flora Lab S.A.S, Flora Med S.A.S. and Labcofarm Laboratories S.A.S, which were part of the pharmaceuticals segment; Flora Growth Corp Colombia S.A.S., and Kasa Wholefoods Company, S.A.S. and Flora Beauty LLC Sucursal Colombia which were part of the house of brands segment. The Company applies significant judgement in determining whether a disposal meets the criteria to present as held for sale at the reporting date, and whether the disposal represents a strategic shift that has (or will have) a major effect on its operations and financial results in order to be classified as a discontinued operation. The criteria evaluated are both quantitative and qualitative in nature, to evaluate the significance of the disposal relative to the operations of the Company as a whole. The Company has determined this disposition represents a strategic shift in operations that will have a major effect on the Company's operations and financial results, and accordingly, has been presented as discontinued operations. During the three and six months ended June 30, 2023, the Company recorded a loss on disposal of $1.9 million as the carrying value of the assets being sold exceeded the expected sale price. |
CRITICAL JUDGMENTS AND ESTIMATI
CRITICAL JUDGMENTS AND ESTIMATION UNCERTAINTIES | 12 Months Ended |
Dec. 31, 2022 | |
CRITICAL JUDGMENTS AND ESTIMATION UNCERTAINTIES | |
CRITICAL JUDGMENTS AND ESTIMATION UNCERTAINTIES [Text Block] | 4. The preparation of the Company's financial statements requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities, revenues, and expenses. These estimates and judgements are subject to change based on experience and new information which could result in outcomes that require a material adjustment to the carrying amounts of assets or liabilities affecting future periods. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized prospectively. Liquidity and going concern considerations The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. Management must assess the Company's ability to continue as a going concern each reporting period. This assessment involves the use of internal budgets and estimates of revenues, expenses and cash flows, which requires a significant amount of management judgement. Determination of functional currency The Company determines the functional currency through an analysis of several indicators. Primary considerations include the currency in which the Company's goods and services are sold and the currency of the country whose competitive forces and regulations mainly determine the sales prices of its goods and services. The Company also considers the currency in which funds from financing debt and equity activities are generated and the currency in which receipts from operating activities are retained. Management judgment is applied when there are indicators supporting more than one currency for a Company subsidiary. Expected credit losses on financial assets Determining an allowance for expected credit losses for all financial asset receivables not held at fair value through profit or loss requires judgment. Factors that cause the estimate to be sensitive to change include historical and expected future patterns for the probability of default, the timing of collection and the amount of incurred credit losses, and management's judgment about whether economic conditions and credit terms are such that actual losses may be higher or lower than what the historical patterns suggest. These conditions are applied across each of the Company's business units to the extent the expected risk of loss differ from each other. Inventory Inventory is valued at the lower of cost and net realizable value. Determining net realizable value requires the Company to make assumptions about estimated selling prices in the ordinary course of business, the estimated costs of completion and the estimated variable costs to sell. Management judgment is applied to determine potential impairment exposure related to potential excess product inventory levels, obsolescence, and expiration. Business combinations In a business combination, the Company may acquire assets and assume certain liabilities of an acquired entity. Judgement is used in determining whether an acquisition is a business combination or an asset acquisition. Estimates are made as to the fair value of the identifiable assets acquired and the liabilities assumed on the acquisition date, as well as the fair value of consideration paid and contingent consideration payable. In certain circumstances, such as the valuation of property, plant and equipment, intangible assets and goodwill acquired, the Company obtains assistance from third-party valuation specialists. The determination of these fair values involves a variety of judgment in assumptions, include revenue growth rates, expected operating income, discount rates, and earnings multiples. Estimated useful lives and depreciation of long-lived assets with finite lives Amortization of intangible assets with finite lives are dependent upon estimates of useful lives and when the asset is available for use. These are determined through the exercise of judgment and are dependent upon estimates that consider factors such as economic and market conditions, frequency of use, and anticipated changes in laws. Determination of reporting units and asset groups for impairment testing Management is required to use judgement in determining which assets or group of assets make up appropriate reporting units and asset groups for the level at which goodwill and other long-lived assets are tested for impairment. Management considers the nature of operations and ability to track asset performance within each of the Company's business units to determine the appropriate level of asset aggregation and allocation, as well as the materiality of the underlying assets within the units. Impairment of goodwill and long-lived assets For reporting units to which goodwill and other long-lived assets is allocated is based on a recoverable amount, the impairment test is determined in accordance with the expected cash flow approach or another suitable model depending on the asset type. The calculation is based on assumptions including, but not limited to, the cash flow growth rate and the discount rate. Significant management judgment is required when developing these assumptions, which include internal budgets and expectations, as well as consideration of external Company communications and market estimates of the Company's and its industry's future growth. For reporting units that testing using the market based fair value approach, the fair value is determined based on guideline public companies similar to the reporting unit and considers similar financial metrics, operations and sales channels. The fair value calculation is based on assumptions including the determination of guideline public companies, determining the relevant financial metric to measure the reporting unit's recoverable value, and selecting the amount of the financial metric from the observable range of guideline public company amounts to apply to the reporting unit. Asset groups are subject to a two-step impairment testing model. Under Step 1 (recoverability test), the undiscounted expected future cash flows from an asset group are compared to the asset group's carrying amount. The estimates involved in this first step are similar to the recoverable amount assumptions discussed above. If the carrying amount exceeds the undiscounted estimated future cash flows, the Company is required to perform a Step 2 fair value test, with a chosen model and estimates similar to those discussed above. Revenue recognition Management judgment is required to determine when the Company is acting as principal or agent in a sales contract where the Company is an intermediary, which affects whether the amount of revenue recognized is presented on a gross or net basis, respectively. The Company first considers whether it has obtained control over the product when acting as an intermediary before transferring it to the customer, and if the Company combines or transforms the product with other goods and services before transferring the good to the customer. The Company considers secondary factors, including whether the Company is primarily responsible for the fulfillment of the product obligations to the customer, whether the Company has inventory risk (acquiring and/or paying for the product prior to transferring to the customer, Company liability for damages and sales returns), and whether the Company has price discretion when selling the product to its customers. Management considers the terms of the customer and supplier contracts, as well as established business practices for the arrangements. Management judgment is required to determine the effects on the sales contract transaction price for the potential impacts of sales returns, discounts, rebates, and other customer incentives. The Company considers the terms of the contract, historical experience, as well as actual and expected customer activity after the end of the reporting period. The Company's primary sale of products requires management judgment to determine at what point in time control passes to the customer to recognize revenue. The Company considers the customer contract terms, logistic supplier terms, local law, and established business practices to make this determination. Share based compensation transactions The Company measures the cost of equity-settled transactions with employees and applicable non-employees by reference to the fair value of the equity instruments at the date at which they are vested. Estimating fair value for share based compensation requires judgment to determine the appropriate valuation model, which is dependent on the terms and conditions of the grant. This estimate also requires determining the most appropriate inputs to the valuation model including the expected life of the stock price, stock option, risk-free interest rates, volatility, and dividend yield. For awards with market or performance-based features, the Company applies judgment to determine its expectation of achieving the agreement milestones. Due to the Company's limited history of publicly traded common shares, the volatility and expected term assumptions require additional judgment. The Company considers the Company's actual trading volatility to date compared to actual and expected volatility of comparable companies of similar size and industry that have been publicly traded longer than the Company's shares. Income taxes and valuation allowances for deferred tax assets In assessing the probability of realizing income tax assets recognized, management makes estimates related to expectations of future taxable income, applicable tax planning opportunities, expected timing of reversals of existing temporary differences and the likelihood that tax positions taken will be sustained upon examination by applicable tax authorities. In making its assessments, management gives additional weight to positive and negative evidence that can be objectively verified. Estimates of future taxable income are based on forecasted cash flows from operations and the application of existing tax laws in each jurisdiction. The Company considers relevant tax planning opportunities that are within the Company's control, are feasible and within management's ability to implement. Examination by applicable tax authorities is supported based on individual facts and circumstances of the relevant tax position examined considering all available evidence. Where applicable tax laws and regulations are either unclear or subject to ongoing varying interpretations, it is reasonably possible that changes in these estimates can occur that materially affect the amounts of income tax assets recognized net of valuation allowances. Also, future changes in tax laws could limit the Company from realizing the tax benefits from the deferred tax assets. The Company reassesses unrecognized income tax assets at each reporting period. The Company applies judgment when determining whether the earnings of its foreign subsidiaries (outside Canada) will be indefinitely reinvested in those subsidiaries and earnings will not be repatriated. The Company considers its historical practices and projected plans for such subsidiaries when making this assessment. The Company must apply judgement when determining whether it has taken an uncertain tax position. Management has analyzed the tax positions taken by the Company, and has concluded that as of December 31, 2022 and 2021, there were no uncertain tax positions taken. |
TRADE AND AMOUNTS RECEIVABLE
TRADE AND AMOUNTS RECEIVABLE | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
TRADE AND AMOUNTS RECEIVABLE | ||
TRADE AND AMOUNTS RECEIVABLE [Text Block] | 4. The Company's trade and amounts receivable are recorded at amortized cost. The trade and other receivables balance as at June 30, 2023 and December 31, 2022 consists of trade accounts receivable, amounts recoverable from the Government of Canada for Harmonized Sales Taxes ("HST"), as well as Value Added Tax ("VAT") from various jurisdictions, and other receivables. June 30, 2023 December 31, 2022 Trade accounts receivable $ 3,894 $ 4,288 Allowance for expected credit losses (1,346 ) (1,385 ) HST/VAT receivable 2,126 2,294 Other receivables 180 62 Total $ 4,854 $ 5,259 Changes in the trade accounts receivable allowance in the three and six months ended June 30, 2023 relate to establishing an allowance for expected credit losses and reclassification of assets held for sale. There was $0.1 million in write-offs of trade receivables during the three and six months ended June 30, 2023. The Company has no amounts written-off that are still subject to collection enforcement activity as at June 30, 2023. The Company's aging of trade accounts receivable is as follows: June 30, 2023 Current $ 672 1-30 Days 924 31-60 Days 432 61-90 Days 197 91-180 Days 570 180+ Days 1,099 Total trade receivables $ 3,894 | 5. The Company's trade and amounts receivable are recorded at amortized cost. The trade and other receivables balance as at December 31, 2022 and December 31, 2021 consists of trade accounts receivable, amounts recoverable from the Government of Canada for Harmonized Sales Taxes ("HST"), as well as Value Added Tax ("VAT") from various jurisdictions, and other receivables. December 31, 2022 December 31, 2021 Thousands of United States dollars Trade accounts receivable $ 6,767 $ 5,565 Allowance for expected credit losses (2,988 ) (1,252 ) HST/VAT receivable 2,294 259 Other receivables 778 752 Total 6,851 5,324 Changes in the trade accounts receivable allowance in the year ended December 31, 2022 relate to establishing an allowance for expected credit losses. The Company recorded $0.2 million of write-offs of trade receivables during 2022. The Company has no amounts written-off that are still subject to collection enforcement activity as at December 31, 2022. The Company's aging of trade accounts receivable is as follows: December 31, 2022 Thousands of United States dollars Current $ 1,398 1-30 Days 1,194 31-60 Days 728 61-90 Days 191 91-180 Days 408 180+ Days 2,848 Total trade receivables $ 6,767 A continuity schedule of the allowance for expected credit losses for the years ended December 31, 2022 and 2021 is as follows: December 31, 2022 December 31, 2021 Thousands of United States dollars Balance at January 1 $ (1,252 ) $ - Current period additions for expected credit losses (2,002 ) (1,252 ) Write-offs charges against allowance 205 - Recoveries collected 50 - Foreign exchange impacts 11 - Balance at December 31 $ (2,988 ) $ (1,252 ) |
INVENTORY
INVENTORY | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | ||
INVENTORY [Text Block] | 5. INVENTORY Inventory is comprised of the following: June 30, 2023 December 31, 2022 Raw materials and supplies $ 1,669 $ 2,363 Finished goods 7,015 6,384 Total $ 8,684 $ 8,747 | 6. INVENTORY Inventory is comprised of the following as at December 31, 2022 and 2021: December 31, 2022 December 31, 2021 Thousands of United States dollars Raw materials and supplies 3,153 899 Harvested cannabis 120 72 Work in progress 6 97 Finished goods 6,810 1,962 Total 10,089 3,030 In the year ended December 31, 2022, $17.6 million of inventory was expensed to cost of sales (2021 - $6.3 million) and write-downs to cost of sales for impairment was $1.1 million (2021 - less than $0.1 million). There were no reversals of previous inventory impairments in the years ended December 31, 2022 or 2021. |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
PROPERTY PLANT AND EQUIPMENT | ||
PROPERTY, PLANT AND EQUIPMENT [Text Block] | 6. PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment consist of the following: June 30, 2023 December 31, 2022 Land $ 296 $ 291 Buildings - - Machinery and office equipment 759 1,098 Vehicles 81 37 Total 1,136 1,426 Less: accumulated depreciation (185 ) (208 ) Property, plant and equipment, net $ 951 $ 1,218 Depreciation expense for the three and six months ended June 30, 2023 was less than $ million and $0.1 million, respectively, (June 30, 2022 - $ million and $0.1 million, respectively) and was recorded in depreciation and amortization in the unaudited condensed interim consolidated statements of operations and comprehensive loss. An impairment of $0.2 million was recorded against Property, Plant and Equipment during the three and six months ended June 30, 2023. See Note 10. | 7. Property, plant and equipment consist of the following: December 31, 2022 December 31, 2021 Thousands of United States dollars Land $ 637 $ 112 Buildings 1,875 928 Machinery and office equipment 2,853 1,991 Vehicles 71 37 Construction in progress - 905 Total 5,436 3,973 Less: accumulated depreciation (626 ) (223 ) Property, plant and equipment, net $ 4,810 $ 3,750 Depreciation expense for the year ended December 31, 2022 was $0.5 million (2021 - $0.2 million) and was recorded in depreciation and amortization in the consolidated statements of operations and comprehensive loss. At December 31, 2022, the Company recorded an impairment charge of the remaining value of the property, plant and equipment within the Colombia Brands segment. The amount of less than $0.1 million (2021 - $nil) is included in the other asset impairments line in the consolidated statements of operations and comprehensive loss. See Note 11 for further discussion. As at December 31, 2022, the Company’s property, plant and equipment have no significant restrictions on title or pledges as security for liabilities, there are no significant commitments for future purchases, and there were no significant disposals during the year ended December 31, 2022. |
INVESTMENTS
INVESTMENTS | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Investments [Abstract] | ||
INVESTMENTS [Text Block] | 7. INVESTMENTS As at June 30, 2023, the Company's investments consisted of common shares and warrants in an early-stage European cannabis company. The Company owned approximately 9.6% of the investee, or approximately 9% on a diluted basis including exercisable warrants of other investors. The Company did not exercise the warrants and they expired on February 1, 2023. The Company recorded the remaining value of the warrants as a loss on changes in fair value of the investment during the six months ended June 30, 2023. Due to the Company's declining share price, the declining share price of comparable public companies and challenging economic factors, the Company determined that impairment indicators were present at June 30, 2023. The initial investment multiples were compared to the guideline public company multiples observed as at June 30, 2023 (0.4 price to book value and 0.5 price to tangible value), with these updated valuation multiples applied to the investee's estimated book value. The Company also considered the status of the investee's milestones since the purchase date, as well as recent transactions in the European cannabis market for indicators of change in value. The Company determined there has been a rapid decline in value of certain European cannabis assets, and, thus, recorded an impairment of the investment totaling $0.5 million during the period ending June 30, 2023. The impairment valuation model for the common shares uses Level 3 inputs of the fair value hierarchy. A schedule of the Company's investments activity is as follows: Investee common shares Warrants CAD 0.30 exercise price Warrants CAD 1.00 exercise price Total Financial asset hierarchy level Level 3 Level 3 Level 3 Balance at December 31, 2022 $ 730 $ 34 $ - $ 764 Loss on changes in fair value (530 ) (34 ) - (564 ) Balance at June 30, 2023 $ 200 $ - $ - $ 200 The loss on changes in fair value appears in the unrealized (gain) loss on changes in fair value caption in the unaudited condensed interim consolidated statements of loss and comprehensive loss. The value of the investee common shares appears in the investment line on the unaudited condensed interim consolidated statement of financial position. | 8. As at December 31, 2022, the Company's investments consist of common shares and warrants to purchase additional common shares in an early-stage European cannabis company. The Company purchased common shares from the investee for Euro 2.0 million ($2.4 million), purchased its first tranche of warrants from existing investors in exchange for 225,000 common shares of the Company, and obtained a second tranche of warrants from the investee as an inducement to exercise some of the first tranche of warrants. As at December 31, 2022, the Company owns approximately 9.6% of the investee, or approximately 9% on a diluted basis including exercisable warrants of the Company and other investors. The warrants allow the holder to purchase one common share of the investee for CAD 0.30 ($0.22) for the first tranche, and CAD 1.00 ($0.74) for the second tranche. The Company did not exercise the warrants and they expired on February 1, 2023. The Company's cost of the investments was recorded based on the fair value of the consideration exchanged as at the respective transaction dates. The investee is not a publicly listed entity and has no active quoted prices for its common shares or warrants. The Company has elected the measurement alternative to record the common share investment at cost and test for impairment. The investment had impairment indicators during 2021 and 2022, and impairments were recorded as indicated in the table below. The Company also considers observable transactions of the common shares for indicators of fair value but there have been none. Cumulative impairment related to the common shares was $2.2 million and the net carrying value was $0.7 million at December 31, 2022. When impairment indicators were present, the investee common shares were valued considering price to book value and price to tangible book value of the investee (3.6 and 4.8, respectively) as well as comparable guideline publicly traded companies at the time of initial investment. These initial investment multiples were compared to the guideline public company multiples observed as at December 31, 2022 (1.4 price to book value and 2.0 price to tangible value), with these updated valuation multiples applied to the investee's estimated book value. The Company also considered the status of the investee's milestones between the purchase date and year-end for indicators of change in value. The impairment valuation model for the common shares uses Level 3 inputs of the fair value hierarchy. The fair value of the warrants was developed using a Black-Scholes model for each tranche with the following assumptions, using Level 3 inputs of the fair value hierarchy: Warrants CAD 0.30 Warrants CAD 1.00 Share price $ 0.21 $ 0.21 Exercise price $ 0.22 $ 0.74 Volatility 100% 100% Risk-free interest rate 4.1% 4.1% Dividend yield 0.0% 0.0% Expected term in years 0.1 0.1 Fair value $ 0.02 $ 0.00 Quantity owned 1,666,667 333,333 Fair value $ 34,000 $ - The share price is based on the calculated value of the investee's common shares as discussed above. The volatility considers actual volatility of comparable guideline public companies. A schedule of the Company's investments activity is as follows: Investee common shares Warrants CAD 0.30 exercise price Warrants CAD 1.00 exercise price Total Financial asset hierarchy level Level 3 Level 3 Level 3 Thousands of United States dollars $ $ $ $ Balance at January 1, 2021 - - - - Purchases 2,430 2,507 - 4,937 Exercise warrants 496 (418 ) 101 179 Impairment (939 ) - - (939 ) Loss on changes in fair value - (1,464 ) (43 ) (1,507 ) Balance at December 31, 2021 1,987 625 58 2,670 Impairment (1,257 ) - - (1,257 ) Loss on changes in fair value - (591 ) (58 ) (649 ) Balance at December 31, 2022 730 34 - 764 The impairment of common shares and loss on changes in fair value appear in the unrealized loss on fair value of investments caption in the consolidated statements of loss and comprehensive loss. The value of the investee common shares appears in the investment line on the consolidated statement of financial position. The value of the warrants appears in current assets within the prepaid expenses and other accrued assets line on the consolidated statement of financial position. As a sensitivity assessment to the fair value calculations, a 10% change in the valuation multiples applied to the investee common shares results in a 10% change in the fair value as at December 31, 2022 of $0.1 million. Applying a 10% change in share price to the warrants results in a less than $0.1 million change in fair value, and a 10% change in volatility results in a less than $0.1 million change in fair value. |
ASSET ACQUISITIONS AND BUSINESS
ASSET ACQUISITIONS AND BUSINESS COMBINATIONS | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | ||
ASSET ACQUISITIONS AND BUSINESS COMBINATIONS [Text Block] | 8. ASSET ACQUISITIONS AND BUSINESS COMBINATIONS Original Hemp asset acquisition On March 1, 2023, the Company completed its acquisition of all the assets operating under the brand "Original Hemp". The Company analyzed the acquisition under ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, determining Original Hemp did not meet the definition of a business as it did not have inputs, processes, and outputs in place that constituted a business under Topic 805. As a result, the transaction has been accounted for as an asset acquisition whereby all of the assets acquired and liabilities assumed are assigned a carrying amount based on relative fair values. Total purchase consideration was $0.3 million. As consideration for the purchased assets of Original Hemp, the Company will pay an amount equal to 50% of the net profits received in connection with the sale of Original Hemp products until such a time that the Company will have paid a total of $0.2 million. Once the Company has paid $0.2 million, the Company will pay an amount equal to 10% of the net profits received in connection with the sale of Original Hemp products until such a time that the Company will have paid an additional amount of $0.4 million. As these entire amounts are considered contingent consideration, it was valued using discounted cash flow models utilizing two different rates, high and low. The significant inputs to the valuation include the estimated seven-year time period to accumulate the $0.6 million maximum payment and discount rates of 31.5%, high, and 17.0%, low, to estimate the present value of the future cash outflows. The resulting acquisition date fair value of $0.3 million contingent purchase consideration is classified within the contingent purchase considerations line on the statement of financial position. At June 30, 2023, the remaining balance outstanding was $0.3 million. The purchase is accounted for as an asset acquisition with amounts allocated as at the acquisition date to each major class of assets as follows: Inventory $ 109 Intangible asset 194 Total net assets acquired $ 303 Franchise Global Health Inc. ("FGH") business combination On December 23, 2022, the Company completed its acquisition of all the issued and outstanding common shares (the "Franchise Common Shares") of FGH., a corporation existing under the laws of the Province of British Columbia, by way of a statutory plan of arrangement (the "Arrangement") under the Business Corporations Act (British Columbia). FGH, through its wholly owned subsidiaries, is a multi-national operator in the medical cannabis and pharmaceutical industry with principal operations in Germany. The Company acquired FGH to expand its product offerings, accelerate its revenue growth, expand its customer and distribution capabilities in Germany and to improve synergies and cost savings. The purchase consideration was comprised of 2,176,297 of Flora's common shares (the "Flora Shares"), valued at $9.8 million, inclusive of a 7.5% fair value discount for the required ninety (90) day restrictive legend on the Flora Shares delivered to the former shareholders of FGH. The purchase is accounted for as a business combination with amounts recognized as at the acquisition date for each major class of assets acquired and liabilities assumed are as follows: Current assets Cash $ 730 Trade receivables 2,271 Inventory 2,019 Indemnity receivables 3,415 Prepaid assets 139 Non-current assets Property, plant, and equipment 452 Right of use assets 115 Intangible asset 6,102 Goodwill 3,716 Total assets $ 18,959 Current liabilities Trade payables and accrued liabilities $ (6,245 ) Current lease liabilities (98 ) Current portion of debt (1,062 ) Long term lease liability (21 ) Deferred tax (1,717 ) Total liabilities $ (9,143 ) Total net assets acquired $ 9,816 The amounts shown are provisional. The Company has a measurement period of one year following the acquisition date on December 23, 2022 to adjust the provisional amounts recognized for any new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have resulted in the recognition of additional assets or liabilities, or affected the measurement of the amounts recognized as of that date. As part of the acquisition terms, Clifford Starke, the Company's current Chief Executive Officer and a Director and the former Chief Executive Officer of FGH, together with certain affiliated entities under his control, entered into an agreement pursuant to which they agreed to indemnify the Company for certain potential liabilities of FGH and its subsidiaries, up to a maximum of $5.0 million. A total of $3.4 million of liabilities were recognized in the trade payables and accrued liabilities of FGH on the date of acquisition that were subject to this indemnification obligation. The Company believes it will be fully indemnified by the current CEO of Flora, and, as such, has recorded $3.4 million of indemnification receivables. The indemnified losses include: 1. 2. 3. The intangible assets of $6.1 million were comprised of the following categories and estimated useful lives: supplier relationships of $2.4 million for five years, customer relationships of $2.3 million for five years, and licenses of $1.4 million for five years. The Company does not expect the goodwill and intangible asset values to be deductible for Canadian income tax purposes. The goodwill is assigned to the commercial and wholesale segment. Just Brands LLC and High Roller Private Label LLC (collectively "JustCBD") business combination On February 24, 2022, Flora Growth U.S. Holdings Corp., a wholly owned subsidiary of the Company, completed the acquisition of 100% of the outstanding equity interests in each of (i) Just Brands LLC and (ii) High Roller Private Label LLC for total purchase consideration of $37.0 million. JustCBD is a manufacturer and distributor of consumable cannabinoid products, including gummies, tinctures, vape cartridges, and creams. JustCBD is based in Florida in the United States and was formed in 2017. The Company acquired JustCBD to expand its product offerings, accelerate its revenue growth, expand its customer and distribution capabilities in the United States and for the acquisition of human capital through JustCBD's management team. The purchase consideration was comprised of (i) $16.0 million of cash, less $0.2 million returned to the Company in August 2022 due to final calculated closing working capital falling short of the target working capital, (ii) 475,000 common shares of the Company valued at $14.7 million, inclusive of a 15% fair value discount for the required six-month holding period of the shares, and (iii) $4.0 million of contingent purchase consideration. The contingent purchase consideration is based on a clause in the purchase agreement that provides that if at any time during the 24 months following the acquisition date, the five-day volume weighted average price ("VWAP") per share of the Company's common shares as quoted on the Nasdaq Capital Market fails to equal or exceed $100.00, then the Company shall issue a number of additional common shares to the sellers equal to the difference between (x) a fraction, the numerator of which is $47.5 million and the denominator of which is the highest five day VWAP at any point during the 24 months following the closing and (y) the 475,000 common shares delivered to the sellers at the closing. In no event shall the Company be required to issue more than 182,500 common shares unless, if required by applicable law, it shall have obtained the consent of the Company's shareholders to do so. In the event the Company is required to deliver in excess of 182,500 shares to the sellers ("Excess Shares") and the Company shall not have obtained shareholder consent, if required, the Company may deliver cash to the sellers in lieu of such Excess Shares determined by a formula set forth in the purchase agreement. The contingent purchase consideration was classified as a financial liability within the contingent purchase considerations line on the statement of financial position as the Company may be required to settle any amounts due in cash instead of common shares if the Company's common shareholders do not provide requisite shareholder approval to issue additional common shares. It is now included in the other accrued liabilities line on the statement of financial position as the settlement date is within the next 12 months. The fair value of the contingent purchase consideration at February 24, 2022 was determined using a Monte Carlo simulation incorporating Brownian motion with 100,000 trials through a binomial model. The significant inputs to the valuation included the two-year time period, the Company's closing share price at February 24, 2022 ($36.40), estimated Company common share volatility (100%), and risk-free rate of 1.5% to discount the ending result to present value. The fair value of the contingent purchase consideration at June 30, 2023 was determined using a Monte Carlo simulation incorporating Brownian motion with 100,000 trials through a binomial model. The significant inputs to the valuation include the remaining time period, the Company's closing share price at June 30, 2023 ($2.38), estimated Company common share volatility (110%), and risk-free rate of 5.5% to discount the ending result to present value. The Company determined that the balance of this contingent consideration at June 30, 2023 was $1.5 million, with the $1.1 million decrease in the balance from December 31, 2022 recorded in the unrealized (gain) loss from changes in fair value caption in the unaudited condensed interim consolidated statements of loss and comprehensive loss. The purchase is accounted for as a business combination with amounts recognized as at the acquisition date for each major class of assets acquired and liabilities assumed are as follows: Current assets Cash $ 535 Trade receivables 975 Inventory 5,534 Other current assets 540 Non-current assets Property, plant, and equipment 536 Right of use assets 772 Other non-current assets 127 Intangible asset 4,533 Goodwill 24,898 Total assets $ 38,450 Current liabilities Trade payables and accrued liabilities $ (2,273 ) Current lease liabilities (644 ) Provision for sales tax (982 ) Deferred tax (24 ) Other current liabilities (99 ) Total liabilities $ (4,022 ) Total net assets acquired $ 34,428 The fair value of the trade receivables reflects a $0.3 million discount to the gross contractual amounts as allowance for potentially uncollectible amounts. The acquired provision for sales tax is discussed at Note 16 below. The intangible assets of $4.5 million are comprised of the following categories and estimated useful lives: tradenames of $3.1 million for eight to nine years, customer relationships of $1.2 million for five to seven years, and know-how of $0.2 million for three years. The Company expects the goodwill and intangible asset values to be deductible for Unites States income tax purposes. The goodwill is assigned to the house of brands segment. No Cap Hemp Co. business combination On July 20, 2022, Just Brands LLC., a wholly owned subsidiary of the Company, acquired certain assets, assumed certain liabilities, retained certain employees and processes (together the "purchased assets") of No Cap Hemp Co. ("No Cap") for total purchase consideration of $0.9 million. No Cap is a manufacturer and distributor of high quality and affordable CBD products. No Cap is based in Florida in the United States and was formed in 2017. Just Brands LLC acquired No Cap to expand its product offerings and accelerate its revenue growth. As consideration for the purchased assets of No Cap, Just Brands LLC will pay an amount equal to 10% of the sales of No Cap until such a time that Just Brands LLC will have paid a total of $2.0 million. Also on July 20, 2022, Just Brands LLC advanced $0.2 million to the former owners of No Cap. This $0.2 million will be settled prior to and in the same manner as the consideration for the purchased assets. As these entire amounts are considered contingent consideration, it was valued using discounted cash flow models utilizing two different rates, high and low. The significant inputs to the original valuation included the estimated nine-year time period to accumulate the $2.0 million maximum payment and discount rates of 23.5%, high, and 14.3%, low, to estimate the present value of the future cash outflows. The resulting acquisition date fair value of $0.9 million contingent purchase consideration is classified within the contingent purchase considerations line on the statement of financial position. The Company determined that the balance of this contingent consideration at June 30, 2023 was $0.5 million, with the $0.4 million decrease in the balance from December 31, 2022 recorded in the unrealized (gain) loss from changes in fair value caption in the unaudited condensed interim consolidated statements of loss and comprehensive loss. The purchase is accounted for as a business combination with amounts recognized as at the acquisition date for each major class of assets acquired and liabilities assumed are as follows: Current assets Trade receivables $ 31 Inventory 725 Non-current assets Goodwill 417 Total assets $ 1,173 Current liabilities Trade payables and accrued liabilities (272 ) Total liabilities $ (272 ) Total net assets acquired $ 901 The fair value of the trade receivables reflects a $0.2 million discount to the gross contractual amounts as allowance for potentially uncollectible amounts. The Company expects the goodwill to be deductible for United States income tax purposes. The goodwill is assigned to the house of brands segment. | 9. Franchise Global Health Inc. ("FGH") business combination On December 23, 2022, the Company completed its acquisition of all the issued and outstanding common shares (the "Franchise Common Shares") of FGH., a corporation existing under the laws of the Province of British Columbia by way of a statutory plan of arrangement (the "Arrangement") under the Business Corporations Act (British Columbia). The Arrangement was completed pursuant to that certain Arrangement Agreement, dated October 21, 2022, by and between Flora and FGH. FGH, through its wholly-owned subsidiaries, is a multi-national operator in the medical cannabis and pharmaceutical industry with principal operations in Germany. The Company acquired FGH to expand its product offerings, accelerate its revenue growth, expand its customer and distribution capabilities in Germany and to improve synergies and cost savings. Pursuant to the Arrangement Agreement, at completion of the Arrangement, Flora acquired the Franchise Common Shares in exchange for 43,525,951 of Flora's common shares, no par value (the "Flora Shares"), for total purchase consideration of $9.8 million. The issuance of the Flora Shares in exchange for the Franchise Common Shares was, subject to applicable securities laws, exempt from the registration requirements of (i) the Securities Act of 1933, as amended, pursuant to the exemption provided by Section 3(a)(10) thereof and (ii) applicable U.S. state securities laws. Notwithstanding the foregoing, in accordance with the terms set forth in the Arrangement Agreement, all Flora Shares delivered to the former shareholders of FGH bear a restrictive legend and may not be sold for a period of ninety (90) days following the closing of the Arrangement. The purchase is accounted for as a business combination with amounts recognized as at the acquisition date for each major class of assets acquired and liabilities assumed are as follows: (Thousands of United States dollars) Current assets Cash $ 730 Trade receivables 2,271 Inventory 2,019 Indemnity receivables 3,415 Prepaid assets 139 Non-current assets Property, plant, and equipment 452 Right of use assets 115 Intangible assets 6,102 Goodwill 3,716 Total assets $ 18,959 Current liabilities Trade payables and accrued liabilities $ (6,245 ) Current lease liabilities (98 ) Current portion of debt (1,062 ) Long term lease liability (21 ) Deferred tax (1,717 ) Total liabilities $ (9,143 ) Total net assets acquired $ 9,816 The amounts shown are provisional. The Company has a measurement period of one year following the acquisition date on December 23, 2022 to adjust the provisional amounts recognized for any new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have resulted in the recognition of additional assets or liabilities, or affected the measurement of the amounts recognized as of that date. Since the acquisition date through December 31, 2022, FGH revenue was $0.1 million with net loss and comprehensive loss of $0.1 million. As part of the acquisition terms, the former Chief Executive Officer of FGH, together with certain affiliated entities under his control, entered into an agreement pursuant to which they agreed to indemnify the Company for certain potential liabilities of FGH and its subsidiaries, up to a maximum of $5.0 million. A total of $3.4 million of liabilities were recognized in the trade payables and accrued liabilities of FGH on the date of acquisition that were subject to this indemnification obligation. The Company believes it will be fully indemnified by the former CEO of FGH, and, as such, has recorded $3.4 million of indemnification receivables. The indemnified losses include: 1. 2. 3. The intangible assets of $6.1 million are comprised of the following categories and estimated useful lives: supplier relationships of $2.4 million for five years, customer relationships of $2.3 million for five years, and licenses of $1.4 million for five years. The Company does not expect the goodwill and intangible asset values to be deductible for Canadian income tax purposes. The goodwill is assigned to the commercial and wholesale segment. If FGH was acquired at January 1, 2022, the combined revenue and net loss of FGH and the Company would have increased approximately $40.3 million and $19.0 million, respectively (unaudited). The Company incurred acquisition related costs of $0.3 million which were expensed as incurred in professional fees on the consolidated statements of loss and comprehensive loss. Just Brands LLC and High Roller Private Label LLC (collectively "JustCBD") business combination On February 24, 2022, Flora Growth U.S. Holdings Corp., a wholly-owned subsidiary of the Company, completed the acquisition of 100% of the outstanding equity interests in each of (i) Just Brands LLC and (ii) High Roller Private Label LLC for total purchase consideration of $34.4 million. JustCBD is a manufacturer and distributor of consumable cannabinoid products, including gummies, tinctures, vape cartridges, and creams. JustCBD is based in Florida in the United States and was formed in 2017. The Company acquired JustCBD to expand its product offerings, accelerate its revenue growth, expand its customer and distribution capabilities in the United States and for the acquisition of human capital through JustCBD's management team. The purchase consideration was comprised of (i) $16.0 million of cash, less $0.2 million returned to the Company in August 2022 due to final calculated closing working capital falling short of the target working capital, (ii) 9.5 million common shares of the Company valued at $14.7 million, inclusive of a 15% fair value discount for the required six-month holding period of the shares, and (iii) $4.0 million of contingent purchase consideration. The contingent purchase consideration is based on a clause in the purchase agreement that provides that if at any time during the 24 months following the acquisition date, the five-day volume weighted average price ("VWAP") per share of the Company's common shares as quoted on the Nasdaq Capital Market fails to equal or exceed $5.00, then the Company shall issue a number of additional common shares to the sellers equal to the difference between (x) a fraction, the numerator of which is $47.5 million and the denominator of which is the highest five day VWAP at any point during the 24 months following the closing and (y) the 9.5 million common shares delivered to the sellers at the closing. In no event shall the Company be required to issue more than 3.65 million common shares unless it shall have obtained the consent of the Company's shareholders to do so. In the event the Company is required to deliver in excess of 3.65 million shares to the sellers ("Excess Shares") and the Company shall not have obtained shareholder consent, the Company may deliver cash to the sellers in lieu of such Excess Shares determined by a formula set forth in the purchase agreement. The contingent purchase consideration is classified as a financial liability within the contingent purchase considerations line on the statement of financial position as the Company may be required to settle any amounts due in cash instead of common shares if the Company's common shareholders do not provide requisite shareholder approval to issue additional common shares. The fair value of the contingent purchase consideration at February 24, 2022 was determined using a Monte Carlo simulation incorporating Brownian motion with 100,000 trials through a binomial lattice model. The significant inputs to the valuation included the two-year time period, the Company's closing share price at February 24, 2022 ($1.82), estimated Company common share volatility (100%), and risk free rate of 1.5% to discount the ending result to present value. The fair value of the contingent purchase consideration at December 31, 2022 was determined using a Monte Carlo simulation incorporating Brownian motion with 100,000 trials through a binomial lattice model. The significant inputs to the valuation include the remaining time period, the Company's closing share price at December 31, 2022 ($0.23), estimated Company common share volatility (110%), and risk free rate of 4.7% to discount the ending result to present value. The Company determined that the balance of this contingent consideration at December 31, 2022 was $2.6 million, with the $1.3 million decrease in the balance from February 24, 2022 recorded in the unrealized loss from changes in fair value caption in the consolidated statements of loss and comprehensive loss. The purchase is accounted for as a business combination with amounts recognized as at the acquisition date for each major class of assets acquired and liabilities assumed are as follows: (Thousands of United States dollars) Current assets Cash $ 535 Trade receivables 975 Inventory 5,534 Other current assets 540 Non-current assets Property, plant, and equipment 536 Right of use assets 772 Other non-current assets 127 Intangible asset 4,533 Goodwill 24,898 Total assets $ 38,450 Current liabilities Trade payables and accrued liabilities $ (2,273 ) Current lease liabilities (644 ) Provision for sales tax (982 ) Deferred tax (24 ) Other current liabilities (99 ) Total liabilities $ (4,022 ) Total net assets acquired $ 34,428 The fair value of the trade receivables reflects a $0.3 million discount to the gross contractual amounts as allowance for potentially uncollectible amounts. Since the acquisition date through December 31, 2022, JustCBD revenue was $26.4 million with net loss and comprehensive loss of $6.5 million. The acquired provision for sales tax is discussed at Note 18 below. The intangible assets of $4.5 million are comprised of the following categories and estimated useful lives: tradenames of $3.1 million for eight to nine years, customer relationships of $1.2 million for five to seven years, and know-how of $0.2 million for three years. The Company expects the goodwill and intangible asset values to be deductible for United States income tax purposes. The goodwill is assigned to the house of brands segment. If JustCBD was acquired at January 1, 2022, the combined revenue and net loss of JustCBD and the Company would have increased approximately $5.2 million and $1.6 million, respectively (unaudited). The Company incurred acquisition related costs of $0.6 million which were expensed as incurred in professional fees on the consolidated statements of loss and comprehensive loss. No Cap Hemp Co. ("No Cap") business combination On July 20, 2022, Just Brands LLC., a wholly owned subsidiary of the Company, acquired certain assets, assumed certain liabilities, retained certain employees and processes (together the "purchased assets") of No Cap Hemp Co. for total purchase consideration of $0.9 million. No Cap is a manufacturer and distributor of high quality and affordable CBD products. No Cap is based in Florida in the United States and was formed in 2017. Just Brands LLC acquired No Cap to expand its product offerings and accelerate its revenue growth. As consideration for the purchased assets of No Cap, Just Brands LLC will pay an amount equal to 10% of the sales of No Cap until such a time that Just Brands LLC will have paid a total of $2.0 million. Also on July 20, 2022, Just Brands LLC advanced $0.2 million to the former owners of No Cap. This $0.2 million will be settled prior to and in the same manner as the consideration for the purchased assets. As these entire amounts are considered contingent consideration, it was valued using discounted cash flow models utilizing two different rates, high and low. The significant inputs to the valuation include the estimated nine-year time period to accumulate the $2.0 million maximum payment and discount rates of 23.5%, high, and 14.3%, low, to estimate the present value of the future cash outflows. The resulting acquisition date fair value of $0.9 million contingent purchase consideration is classified within the contingent purchase considerations line on the statement of financial position. At December 31, 2022, the remaining balance outstanding was $0.9 million. The purchase is accounted for as a business combination with amounts recognized as at the acquisition date for each major class of assets acquired and liabilities assumed are as follows: (Thousands of United States dollars) Current assets Trade receivables 31 Inventory 725 Non-current assets Intangible asset - Goodwill 417 Total assets $ 1,173 Current liabilities Trade payables and accrued liabilities (272 ) Total liabilities $ (272 ) Total net assets acquired $ 901 The fair value of the trade receivables reflects a $0.2 million discount to the gross contractual amounts as allowance for potentially uncollectible amounts. Since the acquisition date through December 31, 2022, No Cap revenue was $0.6 million with net income and comprehensive loss of $0.1 million. The Company expects the goodwill to be deductible for Unites States income tax purposes. The goodwill is assigned to the house of brands segment. If No Cap was acquired at January 1, 2022, the combined revenue of No Cap and the Company would have increased approximately $1.9 million, and the combined net loss would have decreased by $1.0 million (unaudited). Vessel Brand, Inc. ("Vessel") business combination On November 12, 2021, the Company acquired 100% of the equity interests in Vessel for total purchase consideration of $28.7 million. Vessel designs and sells premium cannabis consumption accessories in the United States through Vessel's direct to consumer website and wholesale to distributors. Vessel was based in California (Note 13) in the United States and was formed in 2018. The purchase consideration was comprised of $8.0 million and 4,557,000 common shares of the Company valued at $20.7 million based on the closing share price of the Company's common shares less a 15% fair value discount for the required six-month holding period of 3.6 million of the Company's shares issued. The Company acquired Vessel to expand its product offerings, accelerate its revenue growth, expand its presence in the United States and for the acquisition of human capital through Vessel's management team. The amounts recognized as at the acquisition date for each major class of assets acquired and liabilities assumed are as follows: (Thousands of United States dollars) Current assets Cash $ 570 Trade receivables 49 Inventory 1,278 Other current assets 151 Non-current assets Property, plant and equipment 124 Right of use assets 501 Other long-term assets 42 Intangible assets 9,150 Goodwill 19,675 Total assets $ 31,540 Current liabilities Trade payables and accrued liabilities $ (856 ) Deferred tax (1,500 ) Non-current lease liability (530 ) Total liabilities $ (2,886 ) Total net assets acquired $ 28,654 The fair value of the trade receivables approximates the gross contractual amounts and the Company expects to fully collect the balance. Since the acquisition date through December 31, 2021, Vessel revenue was $1.1 million with net loss and comprehensive loss of $0.3 million. The intangible assets of $9.2 million were comprised of the following categories and estimated useful lives: tradename of $2.1 million for eight years, patents and developed technology of $4.3 million for nine years, noncompete agreement of $1.2 million for three years, and customer relationships of $1.6 million for ten years. The Company does not expect the goodwill and intangible asset values to be deductible for Unites States income tax purposes. The goodwill is assigned to the house of brands segment. If Vessel was acquired at January 1, 2021, the combined revenue and net loss of Vessel and the Company would have increased approximately $6.5 million and $1.5 million, respectively, during the year ended December 31, 2021 (unaudited). The Company incurred acquisition related costs of $0.3 million which were expensed as incurred in professional fees on the consolidated statements of loss and comprehensive loss. Quipropharma asset acquisition On January 12, 2021, the Company acquired certain laboratory assets from Quipropharma for COP 1.2 billion ($0.4 million) and real estate assets for COP 3.9 billion ($1.1 million). These purchases did not meet the definition of a business combination under US GAAP and was therefore recorded as an asset acquisition. The asset acquisition was recorded at 100% of the fair value of the net assets acquired, with the consideration paid entirely assigned to property and equipment of $1.5 million. Supplemental Pro Forma Information (unaudited) The unaudited pro forma information for the periods set forth below gives effect to the acquisition of JustCBD, Vessel, and FGH as if the acquisitions had occurred on January 1, 2021. Proforma net revenue for the years ended December 31, 2022 and 2021 are $84.5 million and $45.8 million, respectively. Proforma net loss and comprehensive loss attributable to common shareholders for the years ended December 31, 2022 and 2021 are $72.2 million and $34.0 million, respectively. Acquisition of Minority interests On January 18, 2022, the Company acquired the remaining 13% of the outstanding equity interests in Flora Beauty LLC from its minority shareholder in exchange for 100,000 common shares of the Company and a stock option exercisable for up to 50,000 common shares of the Company at an exercise price of $1.70 per share that expire five years from the date of the grant. On January 31, 2022, the Company completed its acquisition of Breeze by acquiring the remaining 10% of the equity interests in Breeze from its minority shareholders in exchange for 30,282 common shares of the Company. |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
INTANGIBLE ASSETS AND GOODWILL [Text Block] | 9. I NTANGIBLE A continuity of intangible assets for the six months ended June 30, 2023 is as follows: License Customer/Supplier Relationships Trademarks Brands Patents Non- Goodwill Total Cost At December 31, 2022 $ 1,396 $ 7,512 $ 5,154 $ 4,530 $ 1,190 $ 23,633 $ 43,415 Additions - 194 - - - - 194 Impairment (752 ) (4,418 ) (1,599 ) (3,432 ) (529 ) (23,372 ) (34,102 ) At June 30, 2023 $ 644 $ 3,288 $ 3,555 $ 1,098 $ 661 $ 261 $ 9,507 Accumulated Amortization At December 31, 2022 $ - $ 348 $ 618 $ 621 $ 463 $ - $ 2,050 Additions 142 663 319 277 198 - 1,599 At June 30, 2023 $ 142 $ 1,011 $ 937 $ 898 $ 661 $ - $ 3,649 Foreign currency translation 24 76 20 - - (261 ) (141 ) Net book value at June 30, 2023 $ 526 $ 2,353 $ 2,638 $ 200 $ - $ - $ 5,717 Amortization expense for the three and six months ended June 30, 2023 was $0.8 million and $1.6 million respectively (June 30, 2022 - $0.3 million and $0.9 million, respectively) and was recorded in depreciation and amortization in the unaudited condensed interim consolidated statements of loss and comprehensive loss. At June 30, 2023, the weighted average amortization period remaining for intangible assets was 5.7 years. At June 30, 2023, the estimated future amortization expense related to intangible assets is as follows: 2023 $ 587 2024 1,173 2025 1,109 2026 1,096 2027 1,032 Thereafter 720 Total $ 5,717 The Company's goodwill is assigned to the following reporting units: Vessel JustCBD Franchise Total Gross goodwill recorded prior to December 31, 2022 $ 19,675 $ 25,038 $ 3,732 $ 48,445 Impairment recorded prior to December 31, 2022 (19,675 ) (5,398 ) - (25,073 ) Net book value as at December 31, 2022 - 19,640 3,732 23,372 Impairment recorded - (19,640 ) (3,732 ) (23,372 ) Net book value as at June 30, 2023 $ - $ - $ - $ - | 10. A continuity of intangible assets for the years ended December 31, 2022 and 2021 is as follows: In Thousands of United States dollars License Customer Relationships Trademarks and Brands Patents Non-Compete Agreements Goodwill Total Cost At December 31, 2020 $ 410 $ 189 $ 121 $ - $ - $ 431 $ 1,151 Additions 200 - - - - - 200 Acquired through business combinations - 1,570 2,090 4,300 1,190 19,675 28,825 Impairment - - - - - (51 ) (51 ) At December 31, 2021 $ 610 $ 1,759 $ 2,211 $ 4,300 $ 1,190 $ 20,054 $ 30,124 Accumulated Amortization At December 31, 2020 $ 64 $ - $ - $ - $ - $ - $ 64 Additions 65 26 35 48 66 - 240 At December 31, 2021 $ 129 $ 26 $ 35 $ 48 $ 66 $ - $ 304 Foreign Currency translation (30 ) - - - - - (30 ) Net book value at December 31, 2021 $ 451 $ 1,733 $ 2,176 $ 4,252 $ 1,124 $ 20,054 $ 29,790 In Thousands of United States dollars License Customer/Supplier Trademarks Patents Non- Goodwill Total Cost At December 31, 2021 $ 610 $ 1,759 $ 2,211 $ 4,300 $ 1,190 $ 20,054 $ 30,124 Acquired through business combinations 1,397 5,945 3,063 230 - 29,031 39,666 Impairment (128 ) (1 ) (31 ) - - (25,452 ) (25,612 ) At December 31, 2022 $ 1,879 $ 7,703 $ 5,243 $ 4,530 $ 1,190 $ 23,633 $ 44,178 Accumulated Amortization At December 31, 2021 $ 129 $ 26 $ 35 $ 48 $ 66 $ - $ 304 Additions 144 360 623 573 397 - 2,097 At December 31, 2022 $ 273 $ 386 $ 658 $ 621 $ 463 $ - $ 2,401 Foreign Currency translation (46 ) 17 (19 ) - - (261 ) (309 ) Net book value at December 31, 2022 $ 1,560 $ 7,334 $ 4,566 $ 3,909 $ 727 $ 23,372 $ 41,468 The Company’s intangible assets acquired in 2020 consist of customer relationships, tradenames/brands and licenses and certifications for formulations due to the acquisitions of Kasa, Breeze and Grupo Farmaceutico Cronomed. The amounts were recorded based on their estimated fair values as part of the business combinations accounting as of the respective acquisition dates. At December 31, 2022, the Company determined that indicators of impairment were present that related to certain customer relationships and tradenames acquired in 2020. The Company recorded an impairment of less than $0.1 million on these assets during the year ended December 31, 2022 (Note 11). The Company’s intangible asset additions in 2021 primarily consist of assets acquired as part of the November 2021 purchase of Vessel (Note 9) and intellectual property for cannabis industry education materials purchased from a third party categorized under licenses. The 2021 additions to license were being amortized over its estimated useful life of 36 months, with 23 months remaining as at December 31, 2022. At December 31, 2022, the Company determined that indicators of impairment related to these licenses were present, and, thus, recorded a full impairment of $0.1 million on the remaining value of these licenses (Note 11). Information regarding the significant Vessel intangible assets within the indicated categories of the table above is as follows as at December 31, 2022: · Tradenames and brands: carrying amount $1.8 million with 82 months of remaining amortization period · Patents and developed technology: carrying amount $3.7 million with 94 months of remaining amortization period · Noncompete agreement: carrying amount $0.8 million with 22 months of remaining amortization period · Customer relationships: carrying amount $1.4 million with 106 months of remaining amortization period The Company’s intangible asset additions in 2022 primarily consist of assets acquired as part of the February 2022 purchase of JustCBD and the December 2022 purchase of Franchise (Note 9). Information regarding the significant JustCBD intangible assets within the indicated categories of the table above is as follows as at December 31, 2022: · Tradenames: carrying amount $2.7 million with 86 to 98 months of remaining amortization periods · Customer relationships: carrying amount $1.1 million with 50 to 74 months of remaining amortization periods · Know-how: carrying amount $0.2 million with 26 months of remaining amortization period Information regarding the significant FGH intangible assets within the indicated categories of the table above is as follows as at December 31, 2022: · Customer and supplier relationships: carrying amount $4.7 million with 60 months of remaining amortization period · Licenses: carrying amount $1.4 million with 60 months of remaining amortization period The gross cost of the intangible assets is amortized over their estimated useful lives, as the Company does not expect the assets to have significant residual value for any of the asset classes. The weighted average amortization period at December 31, 2022 by asset class subject to amortization is as follows: License 5.0 years Customer relationships 5.9 years Trademarks and brands 7.1 years Patents 7.6 years Non-complete agreements 1.8 years Total 6.3 years Certain licenses and trademarks have renewal or extension terms available, with a weighted average of 5.3 and 7.1 years, respectively, remaining before the next renewal or extension is due at December 31, 2022. The Company expenses such costs as incurred. The licenses are necessary to conduct operations in the Company’s jurisdictions, and especially for the cannabis related operations. The Company’s trademarks and brands are registered to protect the assets from use by others, and cash flows of the related reporting units and asset groups could be negatively impact if the Company did not successfully renew them. At December 31, 2022, the estimated aggregate amortization expense for each of the next five years is as follows: Thousands of United States dollars 2023 $ 3,254 2024 $ 3,180 2025 $ 2,754 2026 $ 2,741 2027 $ 2,667 The Company’s goodwill is assigned to the following reporting units for the years ended December 31, 2021 and 2022: In Thousands of United States dollars Pharmaceuticals Food and beverage Vessel JustCBD Franchise Total Gross goodwill recorded prior to December 31, 2020 $ 1,413 $ 834 $ - $ - $ - $ 2,247 Impairment recorded prior to December 31, 2020 (1,034 ) (783 ) - - - (1,817 ) Net book value as at December 31, 2020 379 51 - - - 430 Acquired through business combinations - - 19,675 - - 19,675 Impairment - (51 ) - - - (51 ) Net book value as at December 31, 2021 379 - 19,675 - - 20,054 Acquired through business combinations - - - 25,315 3,716 29,031 Impairment (379 ) - (19,675 ) (5,398 ) - (25,452 ) Foreign exchange impacts - - - (277 ) 16 (261 ) Net book value as at December 31, 2022 $ - $ - $ - $ 19,640 $ 3,732 $ 23,372 |
IMPAIRMENT OF ASSETS
IMPAIRMENT OF ASSETS | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
IMPAIRMENT OF ASSETS | ||
IMPAIRMENT OF ASSETS [Text Block] | 10. Goodwill The Company tests its goodwill for impairment as part of its annual fourth quarter impairment test, and at interim periods when impairment indicators exist. The Company's goodwill is assigned to the reporting units associated with the original acquisition of those operations. At June 30, 2023, the Company determined that indicators were present for its JustCBD and FGH reporting units due to the Company's declining share price, the declining share price of comparable public companies and challenging economic factors making it difficult to access capital. As such, the Company tested the JustCBD reporting unit for impairment as at June 30, 2023 and determined that the carrying value of the reporting unit's assets exceeded the recoverable amount, resulting in goodwill impairment of $19.6 million recorded in the first half of fiscal 2023 within the Company's house of brands segment. The impairment is recorded in the asset impairment caption on the unaudited condensed interim consolidated statements of loss and comprehensive loss. The reporting unit's fair value was determined based on an income approach discounted cash flow model of $7.8 million. The income approach used a discount rate of 32%, operating margins from 3% to 9%, working capital requirements of 10% revenue, and a terminal period growth rate of 3%. The revenue growth rates start at 17% in 2023 and drop down to 3% in 2024 and thereafter. Likewise, the Company tested the FGH reporting unit for impairment as at June 30, 2023 and determined that the carrying value of the reporting unit's assets exceeded the recoverable amount, resulting in goodwill impairment of $3.7 million recorded in the first half of fiscal 2023 within the Company's commercial and wholesale segment. The impairment is recorded in the asset impairment caption on the unaudited condensed interim consolidated statements of loss and comprehensive loss. The reporting unit's fair value was determined based on an income approach discounted cash flow model of $2.3 million. The income approach used a discount rate of 17%, operating margins of about 2%, working capital requirements of 6% revenue, and a terminal period growth rate of 2%. The revenue growth rates start at 5% in 2023 and trend down to 2% in 2028 and thereafter. Long-lived assets For asset groups that had indicators of impairment, the Company performed a quantitative analysis as of June 30, 2023 to determine if impairment existed by comparing the carrying amount of each asset to the future undiscounted cash flows the asset is expected to generate over their remaining lives. This analysis indicated that certain asset values may not be recoverable. The Company then calculated the fair value of these assets using an income approach. As a result, the Company recorded an impairment of property, plant and equipment, operating lease right of use assets, customer relationships, trademarks, patents and non-compete agreements within its Vessel asset group within the house of brands segment totaling $6.6 million. Likewise, the Company recorded an impairment of supplier relationships, customer relationships and licenses within its FGH asset group within the commercial and wholesale segment totaling $3.7 million. Finally, the Company recorded an impairment of customer relationships, trademarks and patents within its JustCBD asset group within the house of brands segment totaling $0.4 million. These charges were recorded in the asset impairment caption on the unaudited condensed interim consolidated statements of loss and comprehensive loss. | 11. For the year ended December 31, 2022, the Company tested its goodwill for impairment as part of its annual fourth quarter impairment test, and at interim periods when impairment indicators exist. In addition, the Company assessed its other long-lived assets for impairment due to external indicators such as a decline in the value of the Company's publicly traded common shares as well as internal indicators such as negative operating cash flows. The Company's goodwill is assigned to the reporting units associated with the original acquisition of those operations. Management determined the Company's reporting units for 2022 impairment testing are its reportable segments shown in Note 23, but with the house of brands segment broken down into separate reporting units for the Company's JustCBD, Vessel, FGH, and food and beverage product groups of assets. The Company may consider the results of both an income approach (discounted cash flows) and market approach (guideline public companies) when determining the recoverable amount of its reporting units. For the income approach, the significant assumptions used in the calculation of the recoverable amounts of the reporting units include forecasted revenue, expenses and net cash flows, terminal period cash flows and growth rates, and the weighted average cost of capital used as the discount rate. These assumptions are considered Level 3 inputs in the fair value hierarchy. The assumptions consider historical and projected data from internal sources as well as external industry trends and expectations. For the market approach, the significant assumptions include identifying and calibrating relevant guideline public companies, and determining the financial metric to measure against. The results of the two approaches are considered, and judgment is applied in weighting each approach to determine the recoverable amount of the reporting unit. For long-lived assets other than goodwill, which show impairment indicators are present, the Company compares its expected undiscounted future cash flows to the carrying value of the asset group. If the undiscounted future cash flows are less than the carrying value of the assets, then the fair value of the asset group is calculated using an income or market approach as discussed in the prior paragraph. The significant assumptions used in calculating the undiscounted future cash flows include determining the primary asset of the asset group which sets the length of time to project the cash flows, and the forecasted revenue, expenses and net cash flows relating to the asset group. 2022 Annual Impairment Test The Company concluded that the carrying values of its Vessel, JustCBD and pharmaceuticals reporting units were higher than their respective estimated fair values, and a goodwill impairment loss totaling $25.5 million was recognized in the year ended December 31, 2022, with details of these impairment tests discussed below. The goodwill impairment loss was comprised of (i) $19.7 million related to the Vessel reporting unit, representing the entirety of the goodwill assigned to the Vessel reporting unit, part of the house of brands segment; (ii) $5.4 million related to the JustCBD reporting unit, part of the house of brands segment; and (iii) $0.4 million related to the pharmaceuticals reporting unit and segment. See Note 23 for discussion of the Company's segments. Certain negative trends, including slower growth rates, resulted in updated long-term financial forecasts indicating lower forecasted revenue and cash flow generation for the Vessel and pharmaceutical reporting units. No impairment was noted for the Franchise reporting unit, as the acquisition of Franchise occurred close to the end of the year and fair value calculated at the December 23, 2022 acquisition date approximates fair value as at December 31, 2022. The Company reconciled the sum of its reporting unit recoverable amounts discussed above plus all other net assets to the Company's market capitalization of common shares as December 31, 2022. The Company's recoverable amounts at December 31, 2022 exceeded the market capitalization of its common shares by 98%. The Company believes the 98% excess is due to implied equity control premium and is within an acceptable range of values based on control premiums observed in business combinations within the cannabis and wholesale industries. December 31, 2022 Annual Goodwill Impairment Test of Vessel At June 30, 2022, the Company's Vessel reporting unit had external indicators of impairment primarily due to a decline in comparable public company share prices which would negatively impact the implied valuation of Vessel. As such, the Company tested the Vessel reporting unit for impairment as at June 30, 2022 and determined that the carrying value of the reporting unit's assets exceeded the recoverable amount, resulting in goodwill impairment of $16.0 million recorded in the first half of fiscal 2022. The impairment is recorded in the goodwill impairment caption on the consolidated statements of loss and comprehensive loss. Vessel's December 31, 2022 carrying value of $11.6 million was comprised primarily of goodwill and identified intangible assets of $11.3 million and other long-lived assets of $1.0 million. The carrying value is reduced by inseparable market participant liabilities associated with the November 2021 acquisition of Vessel which includes $1.1 million of lease liability. The estimated recoverable amount of Vessel at December 31, 2022 was $7.0 million, resulting in goodwill impairment of the remaining $3.7 million as the carrying value of the reporting unit's assets exceeds the recoverable amount. The impairment is recorded in the goodwill impairment caption on the consolidated statements of loss and comprehensive loss. The reporting unit's fair value was determined based on an income approach discounted cash flow model of $7.6 million (80% weighting) and a market approach guideline public company method of $7.0 million (20% weighting). After working capital adjustments, the resulting fair value was estimated at $7.0 million. The income approach used a discount rate of 17%, operating margins from 0% to 18%, working capital requirements of 15% revenue, and a terminal period growth rate of 3%. The revenue growth rates start at 14% in 2023 and taper down to 3% in the terminal period after 2030. The market approach considered guideline public companies similar to Vessel considering financial metrics such as historical revenue growth, gross margin and EBITDA profitability and with operations focused on consumer brands and similar sales channels. An enterprise value to latest twelve months revenue multiple of 1.0 was selected based on consideration of the enterprise value to latest twelve months multiples of the guideline companies. The multiple was applied to Vessel's revenue for the twelve months ended December 31, 2022. The impairment test valuation is considered a Level 3 method within the ASC 820 fair value hierarchy. After the impairment recorded at December 31, 2022, Vessel's carrying value was equal to its recoverable amount. As a sensitivity assessment to the recoverable amount calculations, increasing the discount rate by 3% in the income approach model would decrease the reporting unit fair value by $1.8 million. Reducing the market approach selected revenue multiple by 0.10 from 1.00 above down to 0.90 (approximately 10% change) would result in a decrease of the reporting unit fair value of approximately $0.7 million. However, there would be no impact on the goodwill impairment amount for either of these unfavorable changes in the models as the imputed fair value of the goodwill exceeded its carrying amount by $1.1 million with the goodwill impaired to zero. December 31, 2022 Annual Goodwill Impairment Test of JustCBD JustCBD's December 31, 2022 carrying value of $34.4 million was comprised primarily of goodwill and identified intangible assets of $29.0 million and other long-lived assets of $2.0 million. The carrying value is reduced by inseparable market participant liabilities associated with the February 2022 acquisition of JustCBD which includes $1.2 million of lease liability. The estimated recoverable amount of JustCBD at December 31, 2022 was $29.0 million, resulting in goodwill impairment of $5.4 million as the carrying value of the reporting unit's assets exceeds the recoverable amount. The impairment is recorded in the goodwill impairment caption on the consolidated statements of loss and comprehensive loss. The reporting unit's fair value was determined based on an income approach discounted cash flow model of $28.0 million (80% weighting) and a market approach guideline public company method of $21.9 million (20% weighting). After working capital adjustments, the resulting fair value was estimated at $29.0 million. The income approach used a discount rate of 32%, operating margins from 5% to 28%, working capital requirements of 10% revenue, and a terminal period growth rate of 3%. The revenue growth rates start at 21% in 2023 and taper down to 3% in the terminal period after 2030. The market approach considered guideline public companies similar to JustCBD considering financial metrics such as historical revenue growth, gross margin and EBITDA profitability and with operations focused on consumer brands and similar sales channels. An enterprise value to latest twelve months revenue multiple of 0.6 was given the most weight in the valuation and was selected based on consideration of the enterprise value to latest twelve months multiples of the guideline companies. The multiple was applied to JustCBD's revenue for the twelve months ended December 31, 2022. The impairment test valuation is considered a Level 3 method within the ASC 820 fair value hierarchy. After the impairment recorded at December 31, 2022, JustCBD's carrying value was equal to its recoverable amount. Any change in the significant assumptions could result in additional impairment of its goodwill as at December 31, 2022. As a sensitivity assessment to the recoverable amount calculations, increasing the discount rate in the income approach model by 3% from 32% above up to 35% (approximately 9% change) would result in a decrease of the reporting unit fair value and additional goodwill impairment of approximately $3.5 million. Reducing the market approach selected revenue multiple by 0.1 from 0.6 above down to 0.5 (approximately 17% change) would result in a decrease of the reporting unit fair value and additional goodwill impairment of approximately $3.7 million. December 31, 2022 Annual Goodwill Impairment Test of Pharmaceuticals Pharmaceutical's December 31, 2022 carrying value of $2.4 million was comprised primarily of goodwill and identified intangible assets of $0.7 million and other long-lived assets of $1.6 million. The estimated recoverable amount of pharmaceuticals at December 31, 2022 was $2.0 million, resulting in impairment of the remaining $0.4 million as the carrying value of the reporting unit's assets exceeds the recoverable amount. The impairment is recorded in goodwill impairment caption on the consolidated statements of loss and comprehensive loss. The reporting unit's fair value was determined based on an income approach discounted cash flow model, with the fair value estimated at $2.0 million. The income approach used a discount rate of 25%, operating margins from 8% to 16%, working capital requirements of 30% revenue, and a terminal period growth rate of 3%. The revenue growth rates start at 11% in 2023 and taper down to 3% in the terminal period after 2028. After the impairment recorded at December 31, 2022, Pharmaceutical's carrying value was equal to its recoverable amount. As a sensitivity assessment to the recoverable amount calculations, increasing the discount rate in the model by 3% from 25% to 28% (approximately 12% change) would decrease the value of the reporting unit by $0.3 million. However, there would be no impact on the goodwill impairment amount for this potential unfavorable change in the model as the imputed fair value of the goodwill approximated the prior goodwill balance, and the goodwill is now impaired to zero. December 31, 2022 Other Long-Lived Asset Impairment Tests For asset groups that had indicators of impairment, the Company performed a quantitative analysis as of December 31, 2022 to determine if impairment existed by comparing the carrying amount of each asset to the future undiscounted cash flows the asset is expected to generate over their remaining lives. This analysis indicated that certain asset values may not be recoverable. The Company then calculated the fair value of these assets using an income approach. As a result, the Company recorded an impairment of the property, plant and equipment, customer relationships and trademarks within its Colombia asset groups within the house of brands segment totaling $0.1 million and an impairment of the licenses within the corporate segment totaling $0.1 million. These charges were recorded in the other asset impairments caption on the consolidated statements of loss and comprehensive loss. The Company performed a similar analysis for its Colombian commercial and wholesale asset group property, plant and equipment as of December 31, 2022, and determined that no indicators of impairment were present. During the fourth quarter of 2022, the Company decided to consolidate operations and looked for subtenants for two building leases that have contractual lease obligations through 2026 and 2027. These leases are recorded on the Company's statement of financial position as operating lease right of use assets. The lease assets have indicators of impairment as they are no longer used in the asset groups' operations, but the Company is actively seeking to sublease both spaces to generate income from the spaces. The Company calculated the fair value of the two leases using an income approach on the expected sublease income. The resulting fair values were compared to the operating right of use asset values at December 31, 2022, resulting in an impairment of $0.6 million. The discounted cash flow models assumed the spaces would be subleased within 2023 at 75% to 100% of the Company's cost of the leases, less upfront costs to obtain a sublease tenant. The cash flows were discounted at 8% to 9% which approximates the discount rate in the Company's right of use asset and lease liability calculations. These charges were recorded in the other asset impairments caption on the consolidated statements of loss and comprehensive loss. 2021 Annual Impairment Test As a result of the impairment test, the Company's food and beverage reporting unit incurred a goodwill impairment of $0.1 million to write-down goodwill to zero as at December 31, 2021. The discount rate used in the analysis was 20.5%, revenue growth reflecting the Company's budget estimates and annualizing 2021 results for 2022, revenue growth of approximately 55% through 2025, and tapering down to 3% terminal period growth. Operating margin ranged from -14% in 2022 and increasing to 6% in 2024 through the terminal period and working capital requirements at 25% of revenue and tapering down to 15% of revenue by 2024 through the terminal period. The Company's Vessel reporting unit was acquired in November 2021 as discussed in Note 9. The reporting unit's carrying value was considered for impairment as at December 31, 2021, resulting in no impairment as the recoverable amount exceeded the carrying value of the reporting unit's assets. The recoverable amount is based on fair value. The fair value of the Company's Vessel reporting unit was determined based on guideline public companies similar to Vessel considering financial metrics such as historical revenue growth, gross margin and EBITDA profitability and with operations focused on consumer brands and similar sales channels. An enterprise value to latest twelve months revenue multiple of 4.3x was selected based on consideration of the enterprise value to latest twelve months multiples of the guideline companies as well as the implied multiple the Company paid to acquire Vessel in November 2021. The multiple was applied to Vessel's revenue for the twelve months ended December 31, 2021. The impairment test valuation is considered a Level 3 method within the ASC 820 fair value hierarchy. The Company's other reporting units were tested for impairment in the fourth quarter of 2021, but the recoverable amounts significantly exceeded the carrying values, resulting in no impairment. At the time of the test, the carrying value of goodwill for these other reporting unit's totaled $0.4 million and other long-lived assets totaled $3.1 million. The recoverable amounts were determined based on an income approach, with discount rates ranging from 20.5% to 30%, operating margins from 6% to 45%, working capital requirements ranging from 15% to 30% of revenue, and terminal period growth rates of 3%. The revenue growth rates reflected the Company's expectations for developing these businesses with growth rates beyond the development stage period of 55% in 2024 and tapering down to 3% in the terminal period after 2025. The discount rates applied include reporting unit specific risk premiums ranging from 8% to 19%. |
DEBT
DEBT | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Debt Disclosure [Abstract] | ||
DEBT [Text Block] | 11. Euro credit facility The Company, through FGH, has a credit facility for 1.0 million Euro with Hypoverinsbank, secured by the trade and other receivables of one of the subsidiaries of FGH. As of June 30, 2023, the outstanding amount was 1.0 million Euros ($1.1 million USD). The credit facility has a ra te of Euro Int erbank Offer Rate ("Euribor") plus % per year and was originally due . The Company and the bank agreed to renew the credit facility on January 10, 2023, under the same terms. The interest on the credit facility resets every two months and the interest on the outstanding balance is paid monthly. There arrangement is open ended without a predetermined maturity date. JustCBD insurance premium loan The Company, through JustCBD, entered into a loan agreement for $0.2 million with ClassicPlan Premium Financing, Inc, to finance the purchase of certain insurance policies. The loan is secured by the insurance policies, including all rights to cancel and to receive all unearned premiums, commissions, broker fees and other refunds arising out of these policies. As of June 30, 2023, the outstanding amount was $0.1 million. The loan has a rate of 10.1% per year and is due December 8, 2023 . The Company makes monthly principal and interest payments of less than $ million. | 12. Euro credit facility The Company, through FGH, has a credit facility for 1.0 million Euro, secured by the trade and other receivables of one of the subsidiaries of FGH. As of December 31, 2022, the outstanding amount was 1.0 million Euros ($1.1 million USD). The credit facility has a rate of Euro Interbank Offer Rate (“Euribor”) plus 2.95% per year and is due January 10, 2023. The Company and the bank agreed to renew the credit facility on January 10, 2023, under the same terms. The credit facility will now be due May 10, 2023. The interest on the credit facility resets every two months and the interest on the outstanding balance is paid monthly. There arrangement is open ended without a predetermined maturity date. |
LEASES
LEASES | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Leases [Abstract] | ||
LEASES [Text Block] | 12. LEASES The Company's leases primarily consist of administrative real estate leases in Germany and the United States. Management has determined all the Company's leases are operating leases through June 30, 2023. Information regarding the Company's leases is as follows: Three months ended June 30, 2023 Three months ended June 30, 2022 Six months ended June 30, 2023 Six months ended June 30, 2022 Components of lease expense Operating lease expense $ 308 $ 136 $ 624 $ 327 Short-term lease expense 62 82 135 233 Total lease expense $ 370 $ 218 $ 759 $ 560 Other Information Operating cash flows from operating leases $ 356 $ 216 $ 720 $ 489 ROU assets obtained in exchange for new operating lease liabilities - 2,097 97 2,825 Weighted-average remaining lease term in years for operating leases 3.4 4.5 Weighted-average discount rate for operating leases 7.7% 8.1% Maturities of operating lease liabilities as of June 30, 2023 are as follows: Thousands of United States dollars Operating Leases 2023 $ 1,234 2024 425 2025 396 2026 321 2027 48 Total future lease payments 2,424 Less: imputed interest (247 ) Total lease liabilities 2,177 Less: current lease liabilities (1,124 ) Total non-current lease liabilities $ 1,053 Most of the Company’s leases contain renewal options to continue the leases for another term equivalent to the original term, which are generally up to two years. The lease liabilities above include renewal terms that management has executed or is reasonably certain of renewing, which only included leases that would have expired in 2023. | 13. The Company’s leases primarily consist of administrative real estate leases in Colombia, Germany and the United States, and the Company’s cultivation property in Santander, Colombia. Management has determined all the Company’s leases are operating leases through December 31, 2022. Information regarding the Company’s leases is as follows: Thousands of United States dollars Year ended 2022 Year ended 2021 Components of lease expense Operating lease expense $ 1,221 $ 316 Short-term lease expense 396 14 Total lease expense $ 1,617 $ 330 Other Information Operating cash flows from operating leases $ 1,180 $ 256 ROU assets obtained in exchange for new operating lease liabilities 2,919 1,233 Weighted-average remaining lease term in years for operating leases 3.5 3.3 Weighted-average discount rate for operating leases 7.9 % 9.0 Maturities of operating lease liabilities as of December 31, 2022 are as follows: Thousands of United States dollars Operating Leases 2023 $ 1,383 2024 849 2025 443 2026 417 2027 237 Thereafter 189 Total future lease payments 3,518 Less: imputed interest (461 ) Total lease liabilities 3,057 Less: current lease liabilities (1,188 ) Total non-current lease liabilities $ 1,869 Most of the Company’s leases contain renewal options to continue the leases for another term equivalent to the original term, which are generally up to two years. The lease liabilities above include renewal terms that management has executed or is reasonably certain of renewing, which only included leases that would have expired in 2022. The Company’s operating lease of warehousing and office space for Vessel Brand Inc. expires August 31, 2027. The lease includes an option to extend the lease term for the entire space for a period of five years at the end of the current lease term. At December 31, 2022, the renewal option is not included in the related operating right of use asset recorded. At the end of 2022, the Company decided to move Vessel’s operations and to consolidate them with JustCBD’s operations in Florida. The Company is currently seeking a subtenant for this lease. See Note 11. The Company’s operating lease of manufacturing and warehousing for High Roller Private Label LLC expires June 30, 2024. The lease does not contain a renewal option. The Company’s operating lease of warehousing and office space for Just Brands LLC expires April 30, 2024. The lease does not contain a renewal option. The Company’s land lease for 361 hectares of property in Santander, Colombia expires August 31, 2024 with an option to extend the lease for an additional five years, unless either the Company or lessor provide notice to terminate the lease at the end of the original term with six months’ notice. At December 31, 2022, the renewal option is not included in the related right of use asset recorded. |
SHARE CAPITAL
SHARE CAPITAL | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Stockholders' Equity Note [Abstract] | ||
SHARE CAPITAL [Text Block] | 13. SHARE CAPITAL Authorized and issued The Comp any is authoriz ed to issue an unlimited number of common shares, par value. The Company had the following significant common share transactions: Six months ended June 30, 2023 REVERSE STOCK SPLIT On June 7, 2023, the Company filed an amendment to its Articles of Incorporation (the "Reverse Stock Split Articles Amendment") with the Ontario Ministry of Public and Business Service Delivery to effect a reverse stock split of the Company's common shares, no par value per share (the "common shares"), at a ratio of 1-for-20, which became effective at 12:00:01 a.m. Eastern Time on June 9, 2023 (the "Reverse Stock Split"). Upon the effectiveness of the Reverse Stock Split, every twenty shares of the issued and outstanding common shares were automatically combined and reclassified into one issued and outstanding common share. The Reverse Stock Split did not affect any shareholder's ownership percentage of the common shares, alter the par value of the common shares or modify any voting rights or other terms of the common shares. The number of authorized shares of common shares under the Company's Articles remained unchanged. No fractional shares were issued in connection with the Reverse Stock Split. Any fractional interest as a result of the Reverse Stock Split was rounded down to the nearest whole common share. All common shares and per share amounts have been restated to give retroactive effect to the share consolidation. OTHER ISSUANCES On January 31, 2023, the Company entered into a settlement agreement with a third party pursuant to which the Company issued 16,250 common shares of the Company, valued at $0.1 million, to a third party to settle a legal dispute that arose in April 2019. See Note 16. On April 12, 2023, Luis Merchan tendered his resignation as both Chairman of the Board of Directors of the Company and as its Chief Executive Officer. On this date, the Company entered into a separation agreement with Mr. Merchan, pursuant to which the Company issued 80,000 common shares of the Company, valued at $0.4 million, on April 26, 2023, and 30,000 common shares of the Company, valued at $0.1 million, on May 14, 2023 to Mr. Merchan. | 14. Authorized and issued The Company is authorized to issue an unlimited number of common shares, no par value. On April 30, 2021, the Company consolidated its issued and outstanding common shares based on one new common share of the Company for every three existing common shares of the Company. All common shares and per share amounts have been restated to give retroactive effect to the share consolidation. The Company had the following significant common share transactions: Year ended December 31, 2022 DECEMBER 2022 PAYMENT TO FGH OWNERS As discussed in Note 9, the Company issued 43,525,951 common shares of the Company valued at $9.8 million, inclusive of a 7.5% fair value discount for the required three-month holding period of the shares, to the prior owners of FGH as part of the Company’s acquisition of FGH on December 23, 2022. DECEMBER 2022 UNIT OFFERING On December 8, 2022, the Company closed a registered direct offering of 12,500,000 units of the Company at a price of $0.40 per unit for gross proceeds of $5.0 million. Each unit is comprised of one common share of the Company and one common share purchase warrant (12,500,000 total warrants) to purchase one additional common share at an exercise price of $0.40 per warrant share through December 8, 2027. Additionally, the Company amended the exercise price with respect to 1,325,000 warrants that were previously issued in the November 2021 offering (see Note 16) from $3.75 per share to $0.40 per share with no increase to the value of additional paid-in capital as it was offset by a corresponding increase to issuance costs. The Company paid $0.4 million in issuance costs relating to the December 2022 unit offering, as well as 500,000 warrants issued to the placement agent as discussed in Note 16. FEBRUARY 2022 PAYMENT TO JUSTCBD OWNERS As discussed in Note 9, the Company issued 9,500,000 common shares of the Company valued at $14.7 million, inclusive of a 15% fair value discount for the required six-month holding period of the shares, to the prior owners of JustCBD as part of the Company’s acquisition of JustCBD on February 25, 2022. ACQUISITION OF NONCONTROLLING INTERESTS On January 18, 2022, the Company issued 100,000 common shares of the Company valued at $0.2 million to acquire the remaining 13% of the outstanding equity interests in Flora Beauty LLC from its minority shareholders. In addition to the common shares, the Company granted a stock option, exercisable for up to 50,000 common shares of the Company at an exercise price of $1.70 per share that expire five years from the date of the grant. On January 31, 2022, the Company issued 30,282 common shares of the Company valued at $0.1 million to complete its acquisition of Breeze by acquiring the remaining 10% of the equity interests in Breeze from its minority shareholders. OTHER ISSUANCES In January 2022, the Company amended an agreement with a consultant pursuant to which the Company issued 111,112 common shares of the Company valued at $0.2 million and a stock option, exercisable for up to 83,333 common shares of the Company at an exercise price of $2.25 per share that expire five years from the date of the grant. On April 5, 2022, the Company issued 700,000 common shares of the Company valued at $1.3 million as part of a settlement agreement with Boustead Securities, LLC (“Boustead”) to resolve certain disputes arising under a prior underwriting agreement and engagement letter. In addition to the common shares, the Company paid Boustead $0.4 million. SHARE REPURCHASE The Company repurchased 368,244 common shares for $0.3 million during the year ended December 31, 2022. Any future repurchases will depend on factors such as market conditions, share price and other opportunities to invest capital for growth. From time to time when management does not possess material nonpublic information about the Company or its securities, the Company may enter a pre-defined plan with a broker to allow for the repurchase of shares at times when the Company ordinarily would not be active in the market due to internal trading blackout periods, insider trading rules or otherwise. Any such plans entered with our broker will be adopted in accordance with applicable securities laws such as the requirements of Rule 10b5-1 under the U.S. Securities Exchange Act of 1934, as amended. Year ended December 31, 2021 NOVEMBER 2021 UNIT OFFERING On November 23, 2021, the Company closed an offering of 11,500,000 units of the Company at a price of $3.00 per unit for gross proceeds of $34.5 million. Each unit is comprised of one common share of the Company and one-half of one common share purchase warrant (5,750,000 total warrants) to purchase one additional common share at an exercise price of $3.75 per warrant share through November 18, 2026. As described above, 1,325,000 of such warrants were repriced in connection with the December 2022 Unit Offering. The Company paid $2.7 million in issuance costs relating to the November 2021 unit offering, as well as 460,000 warrants issued to the underwriters as discussed in Note 16. NOVEMBER 2021 PAYMENT TO VESSEL OWNERS As discussed in Note 9, the Company issued 4,557,000 common shares of the Company valued at $20.7 million to the prior owners of Vessel as part of the Company’s acquisition of Vessel in November 2021. INITIAL PUBLIC OFFERING On May 13, 2021, the Company closed its Initial Public Offering (“IPO”) upon which it issued 3,333,333 common shares of the Company at a price of $5.00 per common share for gross proceeds of $16.7 million. On May 11, 2021, the Company was listed on the NASDAQ stock exchange in the United States. In connection with the closing, the Company paid issuance costs of $1.8 million and issued 632,000 warrants to the underwriters of the IPO valued at $1.3 million. The Company also issued 333,333 common shares to the Chief Executive Officer of the Company, valued at $1.7 million based on the IPO price per share of $5.00. REGULATION A OFFERING On January 20, 2021, the Company issued 26,000 units of the Company at a price of $2.25 per unit for gross proceeds of $0.1 million. Each unit is comprised of one common share of the Company and one-half of one common share purchase warrant to purchase one additional common share at an exercise price of $3.00 per warrant share, subject to certain adjustments, over an 18-month exercise period following the date of issuance of the warrant. The Company sold the units through a Tier 2 offering pursuant to Regulation A (Regulation A+) under the Securities Act of 1933, as amended. Additionally, the Company cancelled 28,000 units of the Company at a price of $2.25 per unit and valued at $0.1 million. The units were cancelled due to non-payment of the subscription price. OTHER OFFERING On July 23, 2021, the Company issued 55,555 common shares of the Company valued at $0.2 million for consulting services performed. |
SHARE BASED COMPENSATION
SHARE BASED COMPENSATION | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
SHARE BASED COMPENSATION [Text Block] | 14. SHARE BASED COMPENSATION The Company's 2022 Incentive Compensation Plan (the "2022 Plan") and its previous "'rolling" stock option plan (the "Prior Plan") are described in the Company's 2022 Form 10-K. OPTIONS Stock options granted under the Prior Plan are non-transferable and non-assignable and may be granted for a term not exceeding five years. Under the 2022 Plan, stock options may be granted with a term of up to ten years and in the case of all stock options, the exercise price may not be less than 100% of the fair market value of a Common Share on the date the award is granted. Stock option vesting terms are subject to the discretion of the Compensation Committee of the Company's Board of Directors. Common shares are newly issued from available authorized shares upon exercise of awards. The Company no longer makes new grants of stock options under the Prior Plan. Information relating to share options outstanding and exercisable as at June 30, 2023 and December 31, 2021 is as follows: Options Outstanding Number of Weighted Weighted average Aggregate Outstanding balance, December 31, 2022 290 $ 34.17 4.2 $ 64 Granted 5 $ 7.00 9.7 - Cancelled (75 ) $ 24.75 6.0 - Outstanding balance, June 30, 2023 220 $ 36.79 3.0 $ - Exercisable balance, June 30, 2023 203 $ 38.86 2.6 $ - The total benefit related to the options granted in the three and six months ended June 30, 2023 was ($0.2) million and less than ($0.1) million, respectively (2022 total expense - $1.3 million and $2.8 million, respectively). The benefit is the result of non-vested options cancelled during the period. This (benefit) expense is included in the share-based compensation line on the statement of comprehensive loss. Generally, the options granted in 2023 and 2022 vest one to two years following the date of grant provided that the recipient is still employed or engaged by the Company. At June 30, 2023 the total remaining stock option cost for nonvested awards is expected to be $0.1 million over a weighted average future period of 1.2 years until the awards vest. See Note 20 for subsequent forfeiture of options. RESTRICTED STOCK AWARDS Information relating to restricted stock awards outstanding as at June 30, 2023 and December 31, 2022: Number of Weighted Thousands Balance, December 31, 2022 146 $ 13.64 Granted 112 5.85 Vested (38 ) (13.74 ) Cancelled (155 ) (9.17 ) Balance, June 30, 2023 65 $ 11.22 The total expense related to the restricted stock awards in the three and six months ended June 30, 2023 was $0.1 million and $0.6 million (2022 - nil The outstanding restricted stock awards vest over the next three years provided the award holder is still employed or engaged by the Company. As of June 30, 2023, the Company had $0.2 million of unrecognized compensation expense related to restricted stock awards which will be recognized over the next three years. See Note 20 for subsequent forfeiture of restricted share awards. | 15. SHARE BASED COMPENSATION The Company adopted the Flora Growth Corp. 2022 Incentive Compensation Plan (the "2022 Plan") to attract, retain and motivate independent directors, executives, key employees and consultants. The 2022 Plan was approved by the Company's shareholders on July 5, 2022, and reserves an aggregate of 6,000,000 of the Company's common shares for issuance in connection with Awards (as defined in the 2022 Plan) granted under the 2022 Plan. Previously, the Company's shareholders had adopted a "rolling" stock option plan (the "Prior Plan") which authorized the Company to grant stock options constituting up to 10% of the Company's issued and outstanding common shares at the time of each option grant. Since the adoption of the 2022 Plan, no further grants have been made or will be made under the Prior Plan; however, any currently outstanding stock options granted prior to July 5, 2022 will remain in effect until they have been exercised or terminated or have expired in accordance with the terms of the Prior Plan. Under the 2022 Plan, the Compensation Committee of our Board of Directors (the "Committee") may grant a variety of awards including stock options, stock appreciation rights, restricted stock, restricted stock units, dividend equivalents and other stock-based awards. OPTIONS Stock options granted under the Prior Plan are non-transferable and non-assignable and may be granted for a term not exceeding five years. Under the 2022 Plan, stock options may be granted with a term of up to ten years and in the case of all stock options, the exercise price may not be less than 100% of the fair market value of a Common Share on the date the award is granted. Stock option vesting terms are subject to the discretion of the Committee. Common shares are newly issued from available authorized shares upon exercise of awards. Information relating to share options outstanding and exercisable as at December 31, 2022 and 2021 is as follows: Options Outstanding Options Exercisable Number of Weighted Number of Weighted Balance, December 31, 2020 3,794 1.08 3,794 1.08 Granted 2,304 2.88 2,304 2.88 Exercised (650 ) 0.07 (650 ) 0.07 Balance, December 31, 2021 5,448 1.96 5,448 1.96 Granted 1,806 0.96 217 1.48 Exercised (545 ) 0.24 (545 ) 0.24 Cancelled/Expired (904 ) 2.62 (728 ) 2.62 Balance, December 31, 2022 5,805 $ 1.71 4,392 $ 2.04 Date of expiry Options Options Exercise Grant date fair value Remaining life in Thousands Thousands $ Thousands of Dollars June 28, 2024 815 815 $ 0.15 $ 30 1.5 April 23, 2025 33 33 2.25 138 2.3 July 6, 2025 150 150 2.25 115 2.5 July 15, 2025 84 84 2.25 84 2.5 September 8, 2025 8 8 2.25 11 2.7 Date of expiry Options Options Exercise Grant date fair value Remaining life in Thousands Thousands $ Thousands of Dollars November 4, 2025 666 666 2.25 918 2.8 December 23, 2025 500 500 2.25 689 3.0 June 3, 2026 233 233 3.87 669 3.4 June 10, 2026 167 167 3.68 455 3.4 September 21, 2026 16 16 5.20 64 3.7 September 25, 2026 105 105 6.90 539 3.7 December 16, 2026 1,348 1,348 2.04 2,046 4.0 January 17, 2027 50 50 1.70 63 4.0 January 26, 2027 245 217 1.48 288 4.1 May 16, 2027 50 - 1.30 29 4.4 December 31, 2029 1,010 - 0.67 31 7.0 August 18, 2032 275 - 0.93 84 9.6 July 5, 2033 50 - 0.67 9 10.5 5,805 4,392 $ 1.71 $ 6,262 4.2 The fair value of stock options issued during the years ended December 31, 2022 and 2021 was determined at the time of issuance using the Black-Scholes option pricing model with the following weighted average inputs, assumptions and results: 2022 2021 Risk-free annual interest rate 2.85% 1.12% Current stock price $ 0.95 $ 2.88 Expected annualized volatility 100% 100% Expected life (years) 7 5 Expected annual dividend yield 0% 0% Exercise price $ 0.96 $ 2.88 Weighted average grant date fair value $ 0.96 $ 2.88 The total expense related to the options granted in the year ended December 31, 2022 was $3.0 million (2021 - $1.3 million). This expense is included in the share based compensation line on the statement of comprehensive loss. Generally, the options granted in 2022 and 2021 vest one to two years following the date of grant provided that the recipient is still employed or engaged by the Company. The options granted in 2020 vested immediately at the time of grant. During the year ended December 31, 2022, 903,829 (2021 - nil) unexercised stock options expired following the termination of certain employees and were charged to deficit. The intrinsic value of options exercised for the year ended December 31, 2022 was $0.8 million ($1.2 million in 2021). The total fair value of options vested during the year ended December 31, 2022 was $4.0 million (less than $0.1 million in 2021). For the years ended December 31, 2022 and 2021, there has been no recognized income tax benefits associated with stock options, and no amounts capitalized as part of the cost of an asset. At December 31, 2022 the total remaining stock option cost for nonvested awards is expected to be $0.4 million over a weighted average future period of 1.4 years until the awards vest. A total of 402,500 options issued in 2022 will vest in either 2023 provided if the award holder is still employed or engaged by the Company. The remaining 1,010,203 options issued in 2022 will vest if the total shareholder return (“TSR”) of the Company’s common shares on the NASDAQ Capital Market exceeds the TSR of the ETFMG Alternative Harvest ETF (the “Index”) for any of the calendar years ended December 31, 2022, 2023, or 2024. If the Company’s TSR exceeds the TSR of the TSR of the Index on such date, then all the options shall become vested and exercisable. The Company valued these options using a weighted average approach based on the probability that the options would vest at December 31, 2022, 2023, 2024, or not all. The TSR of the Company’s common shares did not exceed the TSR of the Index for the year ended December 31, 2022. RESTRICTED STOCK AWARDS Restricted stock is a grant of common shares which may not be sold or disposed of, and which is subject to such risks of forfeiture and other restrictions as the Committee, in its discretion, may impose. A participant granted restricted stock generally has all of the rights of a shareholder of the Company, unless otherwise determined by the Committee. Subject to certain exceptions, the vesting of restricted stock awards is subject to the holder’s continued employment or engagement through the applicable vesting date. Unvested restricted stock awards will be forfeited if the holder’s employment or engagement ceases during the vesting period and may, in certain circumstances, be accelerated. The Company values restricted stock awards based on the closing share price of the Company’s common shares as of the date of grant. The fair value of the restricted stock award is recorded as expense over the vesting period. Information relating to restricted stock awards outstanding as at December 31, 2022 and December 31, 2021: Number of Weighted Thousands $ Balance, December 31, 2021 - - Granted 2,938 0.68 Vested (20 ) 0.73 Balance, December 31, 2022 2,918 0.68 The total expense related to the restricted stock awards in the year ended December 31, 2022 was $0.4 million (2021 - nil). This expense is included in the share based compensation line on the consolidated statements of loss and comprehensive loss. For the years ended December 31, 2022 and 2021, there has been no recognized income tax benefits associated with restricted stock awards. The Company issued 20,000 restricted stock awards that vested immediately on September 28, 2022 at a total fair value of less than $0.1 million. The remaining restricted stock awards issued in 2022 vest over the next three years provided the award holder is still employed or engaged by the Company. As of December 31, 2022, the Company had $1.6 million of unrecognized compensation expense related to restricted stock awards which will be recognized over the next three years. No restricted stock awards expired or were forfeited in the year ended December 31, 2022. |
WARRANTS
WARRANTS | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
WARRANTS | ||
WARRANTS [Text Block] | 15. WARRANTS The following summarizes the number of warrants outstanding as of June 30, 2023: Number of warrants Weighted average Thousands Balance, December 31, 2022 961 $ 24.84 Exercised (1 ) 8.00 Balance, June 30, 2023 960 $ 24.84 Date of expiry Warrants Exercise Grant date fair Remaining life Thousands November 18, 2026 221 $ 75.00 $ 6,700 3.39 November 18, 2026 66 8.00 422 3.39 November 18, 2027 23 66.00 1,055 4.39 December 8, 2027 625 8.00 2,033 4.44 December 8, 2027 25 8.80 149 4.44 960 $ 24.84 $ 10,359 4.13 | 16. WARRANTS On December 8, 2022, the Company issued 12,500,000 warrants issued as part of the December 2022 unit offering (Note 14). Each warrant permits the holder to purchase one common share of the Company through December 8, 2027 for $0.40. The issue date fair value of the warrants was estimated at $2.0 million using the Black Scholes option pricing model with the following assumptions: expected dividend yield of 0%; expected volatility of 100% based on comparable companies; risk-free interest rate of 3.0% and an expected life of 5 years. The resulting grant date fair value of each warrant was $0.16. Additionally, the Company amended the exercise price with respect to 1,325,000 warrants (Note 14) that were previously issued in the November 2021 offering (described below) from $3.75 per share to $0.40 per share. Related to the December 2022 unit offering, 500,000 warrants were issued to the placement agent and recorded as issuance costs to share capital. Each warrant permits the holder to purchase one common share of the Company after the 180th day immediately following the date of issuance through December 8, 2027 for $0.40. The issue date fair value of the warrants was estimated at $0.1 million using the Black Scholes option pricing model with the following assumptions: expected dividend yield of 0%; expected volatility of 100% based on comparable companies; risk-free interest rate of 3.0% and an expected life of 5 years. The resulting grant date fair value of each warrant was $0.30. On May 10, 2021, the Company issued 632,053 warrants issued as share issuance costs pursuant to the IPO (Note 14). Each warrant permits the holder to purchase one common share of the Company through May 11, 2026 for $6.25 for 233,333 of the warrants, and $3.00 for 398,720 of the warrants. The issue date fair value of the warrants was estimated at $1.3 million using the Black Scholes option pricing model with the following weighted average assumptions: expected dividend yield of 0%; expected volatility of 100% based on comparable companies; risk-free interest rate of 0.91% and an expected life of 5 years. The resulting grant date fair value of each warrant was $2.13. In November 2021, the Company issued 5,750,000 warrants issued as part of the November 2021 unit offering (Note 14). Each warrant permits the holder to purchase one common share of the Company through November 18, 2026 for $3.75. The issue date fair value of the warrants was estimated at $8.7 million using the Black Scholes option pricing model with the following assumptions: expected dividend yield of 0%; expected volatility of 100% based on comparable companies; risk-free interest rate of 1.5% and an expected life of 5 years. The resulting grant date fair value of each warrant was $1.51. Related to the November 2021 unit offering, 460,000 warrants were issued to the underwriters and recorded as issuance costs to share capital. Each warrant permits the holder to purchase one common share of the Company through November 18, 2027 for $3.30. The issue date fair value of the warrants was estimated at $1.1 million using the Black Scholes option pricing model with the following assumptions: expected dividend yield of 0%; expected volatility of 100% based on comparable companies; risk-free interest rate of 1.5% and an expected life of 6 years. The resulting grant date fair value of each warrant was $2.29. The intrinsic value of warrants exercised for the year ended December 31, 2022 was $0.5 million ($30.6 million in 2021). The total fair value of warrants vested during the year ended December 31, 2022 was $2.3 million ($8.5 million in 2021). For all warrants, common shares are newly issued from available authorized shares upon exercise of awards. The following tables show warrants outstanding as at December 31, 2022: Number of warrants Weighted average Thousands Balance, December 31, 2020 9,000 $ 2.26 Exercised (6,509 ) 2.29 Cancelled/Expired (600 ) 3.00 Issued 6,855 3.76 Balance, December 31, 2021 8,746 $ 3.37 Exercised (473 ) 0.49 Cancelled/Expired (2,063 ) 3.00 Issued 13,000 0.06 Balance, December 31, 2022 19,210 $ 1.24 Date of expiry Warrants Exercise Grant date fair Remaining life Thousands November 18, 2026 4,425 $ 3.75 $ 6,700 3.88 November 18, 2026 1,325 0.40 422 3.88 November 18, 2027 460 3.30 1,055 4.88 December 8, 2027 12,500 0.40 2,033 4.94 December 8, 2027 500 0.44 149 4.94 19,210 $ 1.24 $ 10,359 4.62 (1) See Note 24 for subsequent exercise of warrants. |
RELATED PARTY DISCLOSURES
RELATED PARTY DISCLOSURES | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY DISCLOSURES [Text Block] | 17. RELATED PARTY DISCLOSURES Key management personnel compensation In addition to their contracted fees, directors and officers also participate in the Company's stock option program. Certain executive officers are subject to termination notices of 6 to 24 months and change of control payments (Note 18). Key management personnel compensation is comprised of the following: Thousands of United States dollars Year ended Year ended Directors' and officers' compensation $ 2,560 $ 2,261 Share-based compensation 797 2,373 $ 3,357 $ 4,634 The Company defines key management personnel as those persons having authority and responsibility for planning, directing, and controlling the activities of the Company directly or indirectly, and was determined to be executive officers and directors (executive and non-executive) of the Company. The remuneration of directors and key executives is determined by the Board of Directors of the Company having regard to the performance of individuals and market trends. As at December 31, 2022, $0.2 million of the above directors' and officers' compensation was included in the trade payables and accrued liabilities (2021 - $0.3 million). These amounts are unsecured, non-interest bearing and due on demand. The share-based compensation amount above for 2021 includes 333,333 common shares to the Chief Executive Officer of the Company, valued at $1.7 million, that were recorded to equity as share issuance costs as payment related to services provided during the Company's initial public offering process (Note 14). Related party transactions Prior to its acquisition by the Company, Harmony Health One, a subsidiary of FGH, entered into an Intellectual Property License Agreement with Hampstead Private Capital Limited ("Hampstead") - a corporation controlled by the President of the Company and former CEO of FGH. Under the terms of this agreement, Harmony is to pay Hampstead a royalty in the amount of 3.5% of the gross revenues from the sale of Harmony products. No royalty amounts have been recorded by the Company for the years ended December 31, 2022 and December 31, 2021, as there were no sales for the period after the Company acquired FGH. During the fourth fiscal quarter of 2021, the Company entered into an agreement with Dr. Manalo-Morgan, a member of the Company's board of directors, to serve in the additional capacity as Medical Advisor to the Company. In connection with this agreement, Dr. Manalo-Morgan will be responsible for developing and identifying medical applications of cannabinoids for the Company for the treatment of various ailments and (ii) supporting the Company's public relations efforts and assisting the Company with its media engagements. For these services, the Company paid Dr. Manalo-Morgan $0.2 million and $0.1 million for the years ended December 31, 2022 and December 31, 2021, respectively. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||
COMMITMENTS AND CONTINGENCIES [Text Block] | 16. COMMITMENTS AND CONTINGENCIES Provisions The Company's current known provisions and contingent liabilities consist of the following as of June 30, 2023: Termination benefits Legal disputes Sales tax Total Balance as at December 31, 2022 $ 183 $ 3,030 $ 1,831 $ 5,044 Payments/Settlements (183 ) (98 ) - (281 ) Additional provisions - - 389 389 Foreign currency translation - 36 - 36 Balance as at June 30, 2023 $ - $ 2,968 $ 2,220 $ 5,188 The legal disputes balance as of June 30, 2023 involves a former shareholder of ACA Muller, an entity that was part of the Company's acquisition of FGH in December 2022, who filed a statement of claim against a wholly owned subsidiary of the Company in the Constance Regional Court in Germany. While the Company believes that this claim is without merit, at this time the Company believes it is probable that a liability has been incurred and the Company is able to reasonably estimate the loss of $3.0 million. As a result, without acknowledgement (explicitly or implicitly) of any amount of liability arising from this claim, the Company recognized a provision of $3.0 million to reflect the value of the claim. This dispute is covered under the indemnification agreement between the Company and the former Chief Executive Officer and shareholder of FGH as discussed in Note 8. The Company intends to vigorously defend itself through appropriate legal proceedings. The $3.0 million is recorded within contingencies and within indemnification receivables on the unaudited condensed interim consolidated statements of financial. The Sales tax relates to estimated amounts owed to certain jurisdictions in the Unites States for sales from the Company's JustCBD operations. The ending balance is recorded within contingencies on the unaudited condensed interim consolidated statement of financial position, and additions to the provision as a reduction of revenue on the unaudited condensed interim consolidated statements of loss and comprehensive loss. Legal proceedings The Company records liabilities for legal proceedings in those instances where it can reasonably estimate the amount of the loss and where liability is probable. The Company is engaged from time-to-time in various legal proceedings and claims that have arisen in the ordinary course of business. The outcome of all the proceedings and claims against the Company is subject to future resolution, including the uncertainties of litigation. Based on information currently known to the Company and after consultation with outside legal counsel, management believes that the probable ultimate resolution of any such proceedings and claims, individually or in the aggregate, will not have a material adverse effect on the financial condition of the Company, taken as a whole as at June 30, 2023. On June 21, 2022, an action was brought against the Company in the Ontario Superior Court of Justice by Gerardo Andres Garcia Mendez claiming that the Company is obligated to issue 3.0 million (pre-one-for three reverse stock split) common shares to him for a purchase price of $0.05 per share. Mr. Mendez claims he is entitled to such shares as a result of alleged consulting services he performed in 2019. The Company disputes his claims and intends to vigorously defend against this action. The Company believes that an unfavorable settlement in this matter is remote, and, as such, has not accrued a liability as of June 30, 2023. In connection with the Company's acquisition of FGH, the former Chief Executive Officer of FGH, together with certain affiliated entities under his control, entered into an agreement pursuant to which they agreed to indemnify the Company for certain potential liabilities of FGH and its subsidiaries, up to a maximum of $5.0 million. In addition to the matter regarding the former shareholder of ACA Mueller, discussed above, the following actions are pending as of the date hereof: On February 3, 2023, an action was brought in the Ontario Superior Court of Justice by Nathan Shantz and Liberacion e Inversiones S.A. against various parties including Clifford Starke, FGH's former Chief Executive Officer, and FGH. The statement of claim alleges that, prior to the closing of the Arrangement, 8,831,109 FGH shares purportedly owned by the plaintiffs were wrongfully transferred to third parties by Mr. Starke. FGH has been named as a defendant by virtue of the alleged wrongful conduct by Mr. Starke. The plaintiffs are seeking damages of $3.9 million. The defendants have all brought motions to stay the proceedings on the grounds that the Ontario court lacks jurisdiction over the claim. In the event FGH should incur any losses in connection with this matter, such losses are to be indemnified by Mr. Starke subject to the maximum threshold of the indemnity agreement. The total amount claimed against the former entities of FGH currently exceeds the maximum $5.0 million of the indemnification agreement. However, the Company is estimating the likelihood of loss in these cases will not exceed $5.0 million. | 18. COMMITMENTS AND CONTINGENCIES Contingencies are possible liabilities arising from past events which, by their nature, will only be resolved when one or more future events not wholly within our control occur or fail to occur. The assessment of such contingencies inherently involves the exercise of significant judgment and estimates of the outcome of future events. Management assesses loss contingencies related to legal proceedings, tax or other regulatory actions pending against the Company, as well as unasserted claims that may result in such actions. The Company, its legal counsel and other subject matter advisors evaluate the perceived merits of any legal proceedings or unasserted claims or actions as well as the perceived merits of the nature and amount of relief sought or expected to be sought, when determining the amount, if any, to recognize as a provision or assessing the impact on the carrying value of assets. The Company recognizes legal expenses on contingency and provision matters when incurred. Provisions The Company's current known provisions and contingent liabilities consist of termination benefits and legal disputes. Thousands of Termination Legal Sales Total Balance as at December 31, 2021 $ 352 $ 1,681 $ - $ 2,033 Acquired through business combinations - 3,030 982 4,012 Payments/Settlements (352 ) (1,681 ) - (2,033 ) Additional provisions 183 - 849 1,032 Balance as at December 31, 2022 $ 183 $ 3,030 $ 1,831 $ 5,044 The termination benefits relate to contractual termination benefits owed to a former board member of the Company, a consultant and a former member of the management team. The amounts are recorded within contingencies on the consolidated statements of financial position and $0.2 million expense (2021 - $0.4 million) on the consolidated statements of loss and comprehensive loss. The legal disputes in 2021 relate to the settlement of a contractual dispute between the Company and Boustead, with respect to the amount of compensation due to Boustead pursuant to an engagement letter entered into in September 2020 and an underwriting agreement dated May 2021, each entered between Boustead and the Company. In April 2022, the Company entered a settlement agreement with Boustead pursuant to which the Company paid $0.4 million and issued 700,000 common shares of the Company to Boustead to settle the dispute. The provision balance as of December 31, 2021 reflects the value of the cash and the Company's shares as of the date of the settlement agreement. The amounts are recorded within contingencies on the consolidated statements of financial position and $1.7 million expense on the consolidated statements of loss and comprehensive loss. The additional legal disputes in 2022 relate to the settlement of two contractual disputes involving the Company. The first involves a third party that entered into a conditional share grant arrangement dated April 2, 2019 with Franchise Cannabis Corp and Rangers Pharmaceuticals A/S - two entities that were part of the Company's acquisition of FGH in December 2022. In January 2023, the Company entered into a settlement agreement with this third party pursuant to which the Company issued 325,000 common shares of the Company, valued at $0.1 million, to the third party to settle the dispute. The provision balance as of December 31, 2022 reflects the value of the Company's shares as of the date of the settlement agreement. The second dispute involves a former shareholder of ACA Muller, an entity that was part of the Company's acquisition of FGH in December 2022, who filed a statement of claim against a wholly-owned subsidiary of the Company in the Constance Regional Court in Germany. While the Company believes that this claim is without merit, at this time the Company believes it is probable that a liability has been incurred and the Company is able to reasonably estimate the loss of $2.9 million. As a result, without acknowledgement (explicitly or implicitly) of any amount of liability arising from this claim, the Company recognized a provision of $2.9 million to reflect the value of the claim. This dispute is covered under the indemnification agreement between the Company and the former Chief Executive Officer and shareholder of FGH as discussed in Note 9. The Company intends to vigorously defend itself through appropriate legal proceedings. Both of the above amounts are recorded within contingencies and $2.9 million within indemnification receivables on the consolidated statements of financial position and $0.1 million is recorded as expense on the consolidated statements of loss and comprehensive loss. The Sales tax relates to estimated amounts owed to certain jurisdictions in the Unites States for sales from the Company's JustCBD operations. The opening balance was acquired during the February 24, 2022 acquisition of JustCBD, with additional provision for estimated amounts due on sales subsequent to the acquisition. The ending balance is recorded within contingencies on the consolidated statement of financial position, and additions to the provision as a reduction of revenue on the consolidated statements of loss and comprehensive loss. For the sales tax provision and 2022 matters with accruals recorded as discussed above, it is at least reasonably possible that a change in the estimated liability could occur in the near term. Such changes in the Company's judgment could continue to change until the matters are ultimately resolved. Legal proceedings The Company records liabilities for legal proceedings in those instances where it can reasonably estimate the amount of the loss and where liability is probable. The Company is engaged from time-to-time in various legal proceedings and claims that have arisen in the ordinary course of business. The outcome of all the proceedings and claims against the Company is subject to future resolution, including the uncertainties of litigation. Based on information currently known to the Company and after consultation with outside legal counsel, management believes that the probable ultimate resolution of any such proceedings and claims, individually or in the aggregate, will not have a material adverse effect on the financial condition of the Company, taken as a whole as at December 31, 2022. On June 21, 2022, an action was brought against the Company in the Ontario Superior Court of Justice by Gerardo Andres Garcia Mendez claiming that the Company is obligated to issue 3.0 million (pre-one-for three reverse stock split) common shares to him for a purchase price of $0.05 per share. Mr. Mendez claims he is entitled to such shares as a result of alleged consulting services he performed in 2019. The Company disputes his claims and intends to vigorously defend against this action. The Company believes that an unfavorable settlement in this matter is remote, and, as such, has not accrued a liability as of December 31, 2022. In connection with the Company's acquisition of FGH, the former Chief Executive Officer of FGH, together with certain affiliated entities under his control, entered into an agreement pursuant to which they agreed to indemnify the Company for certain potential liabilities of FGH and its subsidiaries, up to a maximum of $5.0 million. In addition to the matter regarding the former shareholder of ACA Mueller, discussed above, the following actions are pending as of the date hereof: On February 3, 2023, an action was brought in the Ontario Superior Court of Justice by Nathan Shantz and Liberacion e Inversiones S.A. against various parties including Clifford Starke, FGH's former Chief Executive Officer, and FGH. The statement of claim alleges that, prior to the closing of the Arrangement, 8,831,109 FGH shares purportedly owned by the plaintiffs were wrongfully transferred to third parties by Mr. Starke. FGH has been named as a defendant by virtue of the alleged wrongful conduct by Mr. Starke. The plaintiffs are seeking damages of $3.9 million. The defendants have all brought motions to stay the proceedings on the grounds that the Ontario court lacks jurisdiction over the claim. In the event FGH should incur any losses in connection with this matter, such losses are to be indemnified by Mr. Starke subject to the maximum threshold of the indemnity agreement. The total amount claimed against the former entities of FGH currently exceeds the maximum $5.0 million of the indemnification agreement. However, the Company is estimating the likelihood of loss in these cases will not exceed $5.0 million. Management contracts The Company is party to management contracts with certain of its executive officers. As at December 31, 2022, these contracts would require payments totaling approximately $2.6 million to be made in the event that such executive officers are terminated (i) "without cause" or (ii) within twelve months following a "change in control" (as such terms are defined in the management contracts). The Company is also obligated to make payments to certain individuals upon termination "without cause" of approximately $1.5 million pursuant to the terms of these contracts. As a triggering event has not taken place, these amounts have not been recorded in these consolidated financial statements. Shared services and space commitment The Company had an agreement in 2021 and through March 2022 to share general and administrative, promotion, corporate development, consulting services, and office space with other companies with monthly payments and a minimum commitment of CAD 45,000 ($36,000 on December 31, 2021). This agreement could be terminated by either party giving at least 90 days' prior written notice (or such shorter period as the parties may mutually agree upon) to the other party of termination. These services were provided by 2227929 Ontario Inc which was a related party. This agreement expired by its terms on March 14, 2022. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES [Text Block] | 19. INCOME TAXES The components of the income tax provision include the following. As the Company is domiciled in Canada, the Federal caption below represents the provision amount for Canada. Thousands of United States dollars For the year ended For the year ended Current Canada $ - $ - U.S. federal - - U.S. state - 1 Foreign 6 29 Total current tax expense $ 6 $ 30 Deferred Canada $ (11 ) $ - U.S. federal (1,055 ) (96 ) U.S. state (316 ) (32 ) Foreign (162 ) - Total deferred tax expense $ (1,544 ) $ (128 ) Total income tax benefit $ (1,538 ) $ (98 ) The reconciliation of the combined Canadian federal and provincial statutory income tax rate of 26.5% for the year ended December 31, 2022 and 2021 to the effective rate is as follows. As the Company is domiciled in Canada, the reconciliation is to the Company's home country income tax rate rather than the applicable statutory rates in the United States. The statutory tax rate as of December 31, 2022 in other countries relevant to the Company's subsidiaries include the following: United States 21%, Colombia 35%, Germany 27.73%, Denmark 22%, and United Kingdom 19%. The Colombian Government raised the corporate income tax rate from 30% to 35% during the tax year 2022. For the year ended For the year ended Statutory U.S. federal rate 26.5% 26.5% Earnings in jurisdictions taxed at different rates 0.5% 0.6% Impairments -12.9% 0.0% Stock based compensation -1.7% -1.7% Loss on investments 0.0% -3.0% Valuation allowance -12.3% -20.7% Other 2.7% 0.4% Legal settlement 0.0% -1.6% 2.8% 0.5% The Components of the Company's deferre d income tax assets and liabilities at Decembe r 31, 2022 and 2021 are as follows: Thousands of United States dollars 2022 2021 Deferred tax assets Non-capital loss carryforwards $ 20,240 $ 7,715 Share issuance costs 1,406 1,589 Unrealized gains (losses) on investments 823 - Right of use assets 614 - Other 677 - Legal settlement - 106 Allowance for doubtful accounts - 106 Gross deferred tax assets 23,760 9,516 Valuation allowance (20,909 ) (8,286 ) Total net deferred tax assets 2,851 1,230 Deferred tax liabilities Intangible assets 4,094 2,741 Lease obligations 469 - Total deferred tax liabilities 4,563 2,741 Net deferred tax liabilities $ (1,712 ) $ (1,511 ) Deferred taxes are a result of temporary differences that arise due to the differences between the income tax values and the carrying values of assets and liabilities. The Company's deferred tax asset valuation allowances are primarily the result of uncertainties regarding the future realization of recorded tax benefits on the tax loss carryforwards from operations in various jurisdictions. Current evidence does not suggest the Company will realize sufficient taxable income of the appropriate character within the carryforward period to allow the Company to realize the deferred tax benefits. If the Company were to identify and implement tax planning strategies to recover these deferred tax assets or generate sufficient income of the appropriate character in these jurisdictions in the future, it could lead to the reversal of these valuation allowances and income tax expense. The Company asserts that the earnings of its foreign subsidiaries (outside Canada) will be indefinitely reinvested in those subsidiaries and earnings will not be repatriated. The Company may need to accrue and pay taxes if those earnings were repatriated to Canada. As at December 31, 2022, the amount of cash and cash equivalents related to foreign operations subject to these assertions is $3.8 million. Unused loss carryforwards in Canada totaling $48.7 million expire beginning 2037. Unused loss carryforwards in Columbia totaling $6.5 million in Colombia expire beginning 2031. Unused loss carryforwards in the United States totaling $13.2 million have an indefinite carryforward period. Unused loss carryforwards in Denmark totaling $6.0 million expire beginning in 2039. Unused loss carryforwards in the Germany of $0.4 have an indefinite carryforward period. Deferred tax assets have not been recognized for legal entities where it is not probable that future taxable profit will be available against which the Company can use the benefits. Tax attributes are subject to review, and potential adjustment, by tax authorities. The tax years that remain subject to examination by significant tax jurisdictions of the Company as of December 31, 2022 are as follows: Canada 2019 to 2022, United States 2019 to 2022, Colombia 2019 to 2022, Germany 2018 to 2022, Denmark 2019 to 2022, and United Kingdom 2021 to 2022. The amount of current income tax expense for the year ended December 31, 2022 was less than $0.1 million and deferred income tax benefit was $1.5 million within the consolidated statements of loss and comprehensive loss. The amount of current income tax expense recorded for the year ended December 31, 2021 was less than $0.1 million and deferred income tax benefit was $0.1 million. The Company had no unrecognized income tax benefits because of uncertain income tax positions for the years ended December 31, 2022 and 2021. |
LOSS PER SHARE
LOSS PER SHARE | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Earnings Per Share [Abstract] | ||
LOSS PER SHARE [Text Block] | 17. LOSS PER SHARE The following securities were not included in the computation of diluted shares outstanding because the effect would be anti-dilutive as the Company has a net loss for each period presented: June 30, 2023 December 31, 2022 Stock options 220 290 Warrants 960 961 Restricted stock awards 65 146 JustCBD potential additional shares to settle contingent consideration 657 657 Total anti-dilutive 1,902 2,054 | 20. LOSS PER SHARE The following securities were not included in the computation of diluted shares outstanding because the effect would be anti-dilutive as the Company has a net loss for each period presented: Thousands of securities December 31, 2022 December 31, 2021 Stock options 5,805 5,448 Warrants 19,210 8,746 Restricted stock awards 2,917 - JustCBD potential additional shares to settle contingent consideration 13,141 - Total anti-dilutive 41,073 14,194 Subsequent to December 31, 2022, the Company granted a total of 1,040,000 Restricted Stock Awards and 100,000 Options under the 2022 Plan (Note 24). |
FINANCIAL INSTRUMENTS
FINANCIAL INSTRUMENTS | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Financial Instruments [Abstract] | ||
FINANCIAL INSTRUMENTS [Text Block] | 18. FINANCIAL INSTRUMENTS Fair value The Company's financial instruments measured at amortized cost as at June 30, 2023 and December 31, 2022 consist of cash, trade and amounts receivable, loans receivable, trade payables, contingencies, accrued liabilities, lease liabilities, and debt and loans payable. The amounts reflected in the unaudited condensed interim consolidated statements of financial position approximate fair value due to the short-term maturity of these instruments. Financial instruments recorded at the reporting date at fair value are classified into one of three levels based upon the fair value hierarchy. Items are categorized based on inputs used to derive fair value based on: Level 1 - quoted prices that are unadjusted in active markets for identical assets or liabilities Level 2 - inputs other than quoted prices included in level 1 that are observable for the asset/liability either directly or indirectly; and Level 3 - inputs for the instruments are not based on any observable market data. The Company's long-term investments require significant unobservable inputs and as discussed at Note 7, are measured at FVPL and as a Level 3 fair value financial instrument within the fair value hierarchy as at June 30, 2023. As discussed in Note 8, the Company's contingent purchase considerations consist of the estimated fair value of contingent purchase consideration from the acquisitions of JustCBD in February 2022, NoCap in July 2022 and Original Hemp in March 2023. The amount is measured at FVPL as a Level 2 fair value financial instrument within the fair value hierarchy as at June 30, 2023. As valuations of investments for which market quotations are not readily available are inherently uncertain, may fluctuate within short periods of time and are based on estimates, determination of fair value may differ materially from the values that would have resulted if a ready market existed for the investments. Such changes may have a significant impact on the Company's financial condition or operating results. The following tables present information about the Company's financial instruments and their classifications as at June 30, 2023 and December 31, 2022 and indicate the fair value hierarchy of the valuation inputs utilized to determine such fair value. Fair value measurements at June 30, 2023 using: Level 1 Level 2 Level 3 Total Financial assets: Investments (Note 7) $ - $ - $ 200 $ 200 Financial liabilities: Contingent purchase consideration from asset acquisitions and business combinations (Note 8) $ - $ 2,354 $ - $ 2,354 Fair value measurements at December 31, 2022 using: Level 1 Level 2 Level 3 Total Financial assets: Investments (Note 7) $ - $ - $ 734 $ 734 Financial liabilities: Contingent purchase consideration from business combinations (Note 8) $ - $ 3,547 $ - $ 3,547 | 21. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT Environmental The Company's growth and development activities are subject to laws and regulations governing the protection of the environment. These laws and regulations are continually changing and generally becoming more restrictive. The Company believes its operations are materially in compliance with all applicable laws and regulations. The Company has made, and expects to make in the future, expenditures to comply with such laws and regulations. Fair value The Company's financial instruments measured at amortized cost as at December 31, 2022 and December 31, 2021 consist of cash, restricted cash, trade and amounts receivable, loans receivable, trade payables, contingencies, accrued liabilities, contingent purchase consideration liabilities, lease liabilities, and debt and loans payable. The amounts reflected in the consolidated statements of financial position approximate fair value due to the short-term maturity of these instruments. Financial instruments recorded at the reporting date at fair value are classified into one of three levels based upon the fair value hierarchy. Items are categorized based on inputs used to derive fair value based on: Level 1 - quoted prices that are unadjusted in active markets for identical assets or liabilities Level 2 - inputs other than quoted prices included in level 1 that are observable for the asset/liability either directly or indirectly; and Level 3 - inputs for the instruments are not based on any observable market data. The Company's long-term investments require significant unobservable inputs and as discussed at Note 8, are measured at FVPL and as a Level 3 fair value financial instrument within the fair value hierarchy as at December 31, 2022. As discussed in Note 9, the Company's contingent purchase considerations consist of the estimated fair value of contingent purchase consideration from the acquisition of JustCBD in February 2022. The amount is measured at FVPL as a Level 2 fair value financial instrument within the fair value hierarchy as at December 31, 2022. As valuations of investments for which market quotations are not readily available are inherently uncertain, may fluctuate within short periods of time and are based on estimates, determination of fair value may differ materially from the values that would have resulted if a ready market existed for the investments. Such changes may have a significant impact on the Company's financial condition or operating results. The following tables present information about the Company's financial instruments and their classifications as at December 31, 2022 and 2021 and indicate the fair value hierarchy of the valuation inputs utilized to determine such fair value. Fair value measurements at December 31, 2022 using: Thousands of United States Dollars Level 1 Level 2 Level 3 Total Financial assets: Investments (Note 8) $ - $ - $ 764 $ 764 Financial liabilities: Contingent purchase consideration from business combinations (Note 9) $ - $ 2,645 $ - $ 2,645 Fair value measurements at December 31, 2021 using: Thousands of United States Dollars Level 1 Level 2 Level 3 Total Financial assets: Investments (Note 8) $ - $ - $ 2,670 $ 2,670 Risk management overview The Company has exposure to credit, liquidity and market risks from its use of financial instruments. This note provides information about the Company's exposure to each of these risks, the Company's objectives, policies and processes for measuring and managing risk. Further quantitative disclosures are included throughout these condensed interim consolidated financial statements. Credit risk Credit risk is the risk of financial loss to the Company if a counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the Company's trade and other receivables, loans receivable and cash held with banks and other financial intermediaries. The carrying amount of the cash, restricted cash, trade and amounts receivables, indemnification receivable, and loan receivable represents the maximum credit exposure as presented in the statement of financial position. The Company has assessed that there has been no significant increase in credit risk of the loans receivable from initial recognition based on the financial position of the borrowers, and the regulatory and economic environment of the borrowers. Based on historical information, and adjusted for forward-looking expectations, the Company has assessed an insignificant loss allowance on the loans' receivable and advances as at December 31, 2022 and 2021. The Company provides credit to certain customers in the normal course of business and has established credit evaluation and monitoring processes to mitigate credit risk. Credit risk for customers is assessed on a case-by-case basis and an allowance for specific expected credit losses is recorded where required, in addition to an estimate of lifetime expected credit losses for the portfolio of accounts receivable. See credit risk analysis for trade receivables at Note 5. The Company held cash and restricted cash of $9.5 million as at December 31, 2022 (2021 - $37.6 million), of which, $9.5 million (2021 - $37.4 million) is held with large financial institutions and national central banks. The remaining cash amount of less than $0.1 million cash (2021 - $0.2 million) are held with financial intermediaries in Colombia and the United States. The Company has assessed no significant increase in credit risk from initial recognition based on the availability of funds, and the regulatory and economic environment of the financial intermediary. As a result, the loss allowance recognized during the period was limited to twelve months of expected credit losses. Based on historical information, and adjusted for forward-looking expectations, the Company has assessed an insignificant loss allowance on these cash and restricted cash balances as at December 31, 2022 and 2021. Market risk Market risk is the risk that changes in market conditions, such as commodity prices, foreign exchange rates, and interest rates, will affect the Company's net income or the value of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable limits, while maximizing the Company's returns. Foreign currency exchange rate risk is the risk that the fair value of future cash flows will fluctuate due to changes in foreign exchange rates. The Company does not currently use foreign exchange contracts to hedge its exposure to currency rate risk as management has determined that this risk is not significant. As such, the Company's financial position and financial results may be adversely affected by the unfavorable fluctuations in currency exchange rates. As at December 31, 2022, the Company had the following monetary assets and liabilities denominated in foreign currencies: December 31, 2022 CAD COP GBP EUR CHF Thousands of foreign currencies Cash 1,691 2,961,487 64 1 - Amounts receivable 2,964 15,127,223 61 - - Loans receivable - - - - 250 Trade payables (9,333 ) (2,975,794 ) (56 ) (161 ) - Accrued liabilities (522 ) (1,173,118 ) (22 ) - - Lease liability (153 ) (1,809,970 ) (17 ) - - Long term debt (1,446 ) - - - - Net carrying value (6,799 ) 12,129,828 30 (160 ) 250 As at December 31, 2021, the Company had the following monetary assets and liabilities denominated in foreign currencies: December 31, 2021 CAD COP EUR CHF Thousands of foreign currencies Cash 1,393 4,451,775 896 - Amounts receivable 72 15,775,755 - - Loans receivable - - - 250 Trade payables (40 ) (5,398,068 ) - - Accrued liabilities (589 ) (2,120,869 ) - - Lease liability - (1,690,797 ) - - Long term debt - (72,963 ) - - Net carrying value 836 10,944,833 896 250 Monetary assets and liabilities denominated in Canadian dollars, Colombian pesos, British pounds, Euros and Swiss Francs are subject to foreign currency risk. The Company has estimated that as at December 31, 2022, the effect of a 10% increase or decrease in Canadian dollars, Colombian pesos, British pounds, Euros and Swiss Francs ("CHF") against the Unites States dollar on financial assets and liabilities would result in an increase or decrease of approximately $0.1 million (December 31, 2021 - $0.5 million) to net loss and comprehensive loss. The Company calculates this sensitivity analysis based on the net financial assets denominated in each currency using the December 31 exchange rate, then changing the rate by 10%. Management determined 10% is a 'reasonably possible' change in foreign currency rates by considering the approximate change in rates in the prior twelve months. It is management's opinion that the Company is not subject to significant commodity or interest rate risk. Management considers concentration risk with counterparties considering the level of purchases and sales of its business segments (Note 23). Several of the Company's business units purchase substantially all their inventory or materials from a single supplier. Liquidity risk Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations associated with its financial liabilities. The Company's financial liabilities consist of trade payables and accrued liabilities, loans payable and debt, and lease liabilities as presented on the statement of financial position. The Company had cash and restricted cash as presented on the statement of financial position. The Company has no available credit lines of facilities to draw borrowings from should additional liquidity be needed. The Company's policy is to review liquidity resources and ensure that sufficient funds are available to meet financial obligations as they become due. Further, the Company's management is responsible for ensuring funds exist and are readily accessible to support business opportunities as they arise. Trade payables and accrued liabilities consist of invoices payable to trade suppliers for administration and professional expenditures. The Company processes invoices within a normal payment period. Trade payables have contractual maturities of less than 90 days. Some suppliers of materials and inventory require full prepayment from the Company prior to providing such goods to the Company. See schedule of future lease commitments at Note 13 and other commitments at Note 18. The Company's long-term investments in equity of other entities are not publicly traded and there is not an active market to sell the investments for cash. Novel Coronavirus ("COVID-19") The Company's operations could be significantly adversely affected by the effects of a widespread global outbreak of a contagious disease, including the recent outbreak of respiratory illness caused by COVID-19. The Company cannot accurately predict the impact COVID-19 will have on its operations and the ability of others to meet their obligations with the Company, including uncertainties relating to the ultimate geographic spread of the virus, the severity of the disease, the duration of the outbreak, and the length of travel and quarantine restrictions imposed by governments of affected countries. In addition, a significant outbreak of contagious diseases in the human population could result in a widespread health crisis that could adversely affect the economies and financial markets of many countries, resulting in an economic downturn that could further affect the Company's operations and ability to finance its operations. |
CAPITAL MANAGEMENT
CAPITAL MANAGEMENT | 12 Months Ended |
Dec. 31, 2022 | |
CAPITAL MANAGEMENT | |
CAPITAL MANAGEMENT [Text Block] | 22. The Company considers the aggregate of its common shares, options, warrants and borrowings as capital. The Company’s capital management objective is to ensure sufficient resources are available to meet day to day operating requirements and to safeguard its ability to continue as a going concern to provide returns for shareholders and benefits for other shareholders. The Company’s capital management objectives were being met in 2022 primarily from the use of existing cash balances from 2021 and prior issuances of common shares and warrants and generating increasing revenue in 2022 from the Company’s reportable segments as presented in Note 23. The Company’s officers and senior management take full responsibility for managing the Company’s capital and do so through quarterly meetings and regular review of financial information. The Company’s Board of Directors is responsible for overseeing this process. The Company is not subject to any external capital requirements. As at December 31, 2022, there were no changes in the Company’s approach to capital management. |
SEGMENTED INFORMATION
SEGMENTED INFORMATION | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Segment Reporting [Abstract] | ||
SEGMENTED INFORMATION [Text Block] | 19. SEGMENTED INFORMATION The Company reports its financial results for the following three operating segments, which are also its reportable segments: commercial and wholesale (primarily FGH and Cosechemos subsidiaries), house of brands (primarily JustCBD, Vessel and Kasa Wholefoods Company subsidiaries), and pharmaceuticals (primarily Grupo Farmaceutico Cronomed and Breeze Laboratory subsidiaries). These segments reflect how the Company's operations are managed, how the Company Chief Executive Officer, who is the chief operating decision maker, allocates resources and evaluates performance, and how the Company's internal management financial reporting is structured. The Company's operates its manufacturing and distribution business in its United States, Germany, and Colombia subsidiaries. The Company also was engaged in the growth, cultivation, and development of medicinal cannabis and medicinal cannabis derivative products through its Colombia Cosechemos subsidiary. Management has defined the reportable segments of the Company based on this internal business unit reporting, which is by major product line, and aggregates similar businesses into the house of brands segment below. The Corporate segment reflects balances and expenses that do not directly influence business unit operations. Information regarding the Company's segments is summarized as follows: For the three months ended For the three months ended For the six months ended For the six months ended June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 Net Sales Commercial & Wholesale $ 10,797 $ - $ 18,755 $ - House of Brands 13,000 10,810 26,765 15,793 Pharmaceuticals - - - - Eliminations (2,337 ) (1,867 ) (4,741 ) (2,649 ) $ 21,460 $ 8,943 $ 40,779 $ 13,144 Net Loss Commercial & Wholesale $ (6,710 ) $ - $ (6,737 ) $ - House of Brands (28,763 ) (17,354 ) (29,118 ) (18,016 ) Pharmaceuticals (36 ) - (81 ) - Corp & Eliminations (1,482 ) (5,698 ) (4,242 ) (11,291 ) $ (36,991 ) $ (23,052 ) $ (40,178 ) $ (29,307 ) As at June 30, 2023 December 31, 2022 Assets Commercial & Wholesale $ 11,129 $ 22,225 House of Brands 16,317 48,950 Pharmaceuticals 1,159 3,313 Corp & Eliminations 1,874 6,499 $ 30,479 $ 80,987 Disaggregation of net sales by geographic area: For the three months ended For the three months ended For the six months ended For the six months ended June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 Net Sales United States $ 10,352 $ 8,679 $ 21,351 $ 12,745 Germany 10,797 - 18,755 - United Kingdom 311 264 673 399 $ 21,460 $ 8,943 $ 40,779 $ 13,144 | 23. SEGMENTED INFORMATION Prior to the fourth quarter of the year ended December 31, 2022, the Company had the following four operating segments, which were also its reportable segments: cannabis growth and derivative production, consumer products, pharmaceuticals and nutraceuticals, and beverage and food. Following the acquisition of FGH in December 2022 (Note 9), the Company changed the structure of its internal management financial reporting. Accordingly, in the fourth quarter of the year ended December 31, 2022, the Company began reporting its financial results for the following three operating segments, which are also its reportable segments: commercial and wholesale (primarily FGH and Cosechemos subsidiaries), house of brands (primarily JustCBD, Vessel and Kasa Wholefoods Company subsidiaries), and pharmaceuticals (primarily Grupo Farmaceutico Cronomed and Breeze Laboratory subsidiaries). These segments reflect how the Company's operations are managed, how the Company Chief Executive Officer, who is the chief operating decision maker, allocates resources and evaluates performance, and how the Company's internal management financial reporting is structured. The Company's operates its manufacturing and distribution business its United States, Germany, and Colombia subsidiaries. The Company also is engaged in the growth, cultivation, and development of medicinal cannabis and medicinal cannabis derivative products through its Colombia Cosechemos subsidiary. Management has defined the reportable segments of the Company based on this internal business unit reporting, which is by major product line, and aggregates similar businesses into the house of brands segment below. The Corporate segment reflects balances and expenses that do not directly influence business unit operations and includes the Company's long-term investments. The following tables show information regarding the Company's segments for the years ended December 31, 2022 and 2021. The 2021 amounts were revised to conform to the Company's current 2022 reportable segments determination. In 2022, the Company did not have sales to a single customer exceeding 10% of its consolidated revenue. In 2021, the Company had sales to a single customer exceeding 10% of its consolidated revenue. Sales to this customer were $1.3 million and were part of the house of brands reportable segment. December 31, 2022 December 31, 2021 Net Sales Commercial & Wholesale $ 201 $ 3 House of Brands 40,531 6,254 Pharmaceuticals 2,543 3,190 Eliminations (6,104 ) (467 ) $ 37,171 $ 8,980 Gross Profit Commercial & Wholesale $ (150 ) $ (14 ) House of Brands 13,592 1,256 Pharmaceuticals 972 1,650 Corp & Eliminations - (467 ) $ 14,414 $ 2,425 Net Income (Loss) Commercial & Wholesale $ (1,643 ) $ (1,076 ) House of Brands (31,764 ) (1,197 ) Pharmaceuticals (1,229 ) 311 Corp & Eliminations (17,993 ) (19,399 ) $ (52,629 ) $ (21,361 ) Other significant items: Commercial & House of Pharmaceuticals Corporate & Consolidated 2022 Stock based compensation $ - $ - $ - $ 3,404 $ 3,404 Interest income (19 ) (20 ) (9 ) (8 ) (56 ) Income taxes (12 ) (1,393 ) (133 ) - (1,538 ) Depreciation and amortization 165 2,099 174 191 2,629 Unrealized loss from changes in fair value - - - 593 593 Total assets 22,225 48,950 3,313 6,499 80,987 2021 Stock based compensation $ - $ - $ - $ 1,340 $ 1,340 Interest expense 2 8 14 8 32 Income taxes - (127 ) 29 - (98 ) Depreciation and amortization 168 208 58 67 501 Unrealized loss from changes in fair value - - - 2,345 2,345 Total assets 3,040 36,912 4,602 40,925 85,479 Disaggregation of net sales and net loss before income taxes by geographic area: December 31, 2022 December 31, 2021 Net Sales United States $ 32,504 $ 1,681 Germany 87 - Colombia 3,578 6,919 United Kingdom 1,002 - Canada - 380 $ 37,171 $ 8,980 December 31, 2022 December 31, 2021 Net Loss Before Income Taxes United States $ (27,867 ) $ (750 ) Germany (121 ) - Colombia (6,059 ) (3,312 ) United Kingdom (3,120 ) - Canada (17,000 ) (17,397 ) $ (54,167 ) $ (21,459 ) Disaggregation of property, plant and equipment and other long-lived assets by geographic area: December 31, 2022 December 31, 2021 Property, Plant and Equipment United States $ 759 $ 117 Germany 459 - Colombia 3,592 3,633 $ 4,810 $ 3,750 December 31, 2022 December 31, 2021 Other Long-lived Assets United States $ 33,332 $ 29,533 Germany 9,969 - Colombia 800 409 United Kingdom 191 - Canada 730 3,844 $ 45,022 $ 33,786 December 31, 2022 December 31, 2021 Total Assets United States $ 45,341 $ 31,847 Germany 19,382 - Colombia 8,122 12,439 United Kingdom 559 - Canada 7,583 41,193 $ 80,987 $ 85,479 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Subsequent Events [Abstract] | ||
SUBSEQUENT EVENTS [Text Block] | 20. SUBSEQUENT EVENTS SALE OF COLOMBIA ENTITIES On July 5, 2023, the Company entered into a Share Purchase Agreement with Lisan Farma Colombia LLC ("Lisan"), a Delaware limited liability company, to sell all of its shares in certain Colombian companies and other Flora assets related to its Colombian operations for a purchase price of CAD $0.8 million (USD $0.6 million). The Company sold all of its shares and assets related to the following Colombian companies and branches: Flora Growth Corp Colombia S.A.S. (formerly Hemp Textiles & Co. S.A.S.) Flora Lab S.A.S. (formerly Grupo Farmaceutico Cronomed S.A.S.) Flora Med S.A.S. (formerly Breeze Laboratory S.A.S.) Labcofarm Laboratorios S.A.S Cosechemos Ya S.A.S. Kasa Wholefoods Company S.A.S. Flora Growth Corp. Sucursal Colombia Flora Beauty LLC Sucursal Colombia The applicable capital stock of the Colombian entities will be transferred to Lisan at the date of closing. All assets underlying this sale are expected to be transferred to Lisan on an "as is where is" basis within the next 30 days. See discussion in Note 3. OTHER Subsequent to June 30, 2023, a total of 4,000 restricted shares were forfeited and a total of 51,432 options were forfeited. | 24. SUBSEQUENT EVENTS OTHER On January 6, 2023, the Company received an extension of 180 calendar days from the Nasdaq Stock Market LLC ("Nasdaq") to regain compliance with the Nasdaq's minimum $1.00 bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on the Nasdaq Capital Market (the "Bid Price Requirement"), following the expiration of the initial 180 calendar days period to regain compliance on January 4, 2023. The Nasdaq determination is based on the Company meeting the continued listing requirement for market value of publicly held shares and all other applicable requirements for initial listing on the Nasdaq Capital Market with the exception of the Bid Price Requirement, and the Company's written notice of its intention to cure the deficiency during the second compliance period by effecting a reverse stock split, if necessary. On January 31, 2023, the Company entered into a settlement agreement with a third party pursuant to which the Company issued 325,000 common shares of the Company, valued at $0.1 million, to a third party to settle a legal dispute that arose in April 2019. See Note 18. In March 2023, pursuant to the 2022 Plan, the Committee granted an aggregate of 1,040,000 shares of Restricted Stock and 100,000 Stock Options to certain of our employees and members of our Board of Directors. With respect to the shares of Restricted Stock, 675,000 vest in one year and 365,000 vest over three years. The Stock Option vests after one year, is exercisable at $0.35 per share and expires 10 years from the date of the grant. Subsequent to December 31, 2022, a total of 200 warrants were exercised in exchange for 200 common shares. |
BASIS OF PRESENTATION (Policies
BASIS OF PRESENTATION (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going concern [Policy Text Block] | Going concern The accompanying unaudited condensed interim consolidated financial statements have been prepared assuming the Company will continue as a going concern. The going concern basis of presentation assumes that the Company will continue one year after the date these unaudited condensed interim consolidated financial statements are issued and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business. The Company had cash of $1.8 million at June 30, 2023, net loss of $48.5 million for the six months ended June 30, 2023, and an accumulated deficit of $138.3 million at June 30, 2023. Current economic and market conditions have put pressure on the Company's growth plans. The Company's ability to continue as a going concern is dependent on its ability to obtain additional capital. The Company believes that its current level of cash is not sufficient to continue investing in growth, while at the same time meeting its obligations as they become due. These conditions raise substantial doubt regarding the Company's ability to continue as a going concern for a period of at least one year from the date of issuance of these interim condensed consolidated financial statements. To alleviate these conditions, management is currently evaluating various cost reductions and other alternatives and may seek to raise additional funds through the issuance of equity, debt securities, through arrangements with strategic partners, through obtaining credit from financial institutions or otherwise. The actual amount that the Company may be able to raise under these alternatives will depend on market conditions and other factors. As it seeks additional sources of financing, there can be no assurance that such financing would be available to the Company on favorable terms or at all. The Company's ability to obtain additional financing in the debt and equity capital markets is subject to several factors, including but not limited to market and economic conditions, the Company's performance and investor sentiment with respect to it and its industry. The unaudited condensed interim consolidated financial statements do not include any adjustments for the recovery and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Basis of consolidation [Policy Text Block] | Basis of consolidation These unaudited condensed interim consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany balances and transactions were eliminated on consolidation. Subsidiaries are entities the Company controls when it is exposed, or has rights, to variable returns from its involvement in the entity and can affect those returns through its power to direct the relevant activities of the entity. Subsidiaries are included in the consolidated financial results of the Company from the date of acquisition up to the date of disposition or loss of control. The Company's subsidiaries and respective ownership percentage have not changed from the year ended December 31, 2022. On July 5, 2023, the Company sold its shares in its Colombian related subsidiaries. The results of these subsidiaries are included in discontinued operations in the accompanying unaudited condensed interim consolidated financial statements. See discussion in Note 3. |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
SIGNIFICANT ACCOUNTING POLICIES | |
Cash [Policy Text Block] | Cash Cash in the consolidated statement of financial position includes cash on hand and deposits held with banks and other financial intermediaries that have a maturity of less than three months at the date they are acquired. |
Financial assets [Policy Text Block] | Financial assets Initial recognition and measurement The Company aggregates its financial assets into classes at the time of initial recognition based on the Company's business model and the contractual terms of the cash flows. Non-derivative financial assets are classified and measured as "financial assets at fair value", as either fair value through profit or loss ("FVPL"), or "financial assets at amortized cost", as appropriate. All financial assets are recognized initially at fair value plus, in the case of financial assets not at FVPL, directly attributable transaction costs on the trade date at which the Company becomes a party to the contractual provisions of the instrument. Financial assets with embedded derivatives are considered in their entirety when determining their classification. Subsequent measurement - Financial assets at amortized cost After initial recognition, financial assets measured at amortized cost are subsequently measured at the end of each reporting period at amortized cost using the Effective Interest Rate ("EIR") method. Amortized cost is calculated by considering any discount or premium on acquisition and any fees or costs that are an integral part of the EIR. In these consolidated financial statements, cash, trade and other receivables, indemnification receivables, and loans receivable are classified in this category. Subsequent measurement - Financial assets at FVPL Financial assets measured at FVPL include financial assets such as the Company's equity investments in other entities, and any derivative financial instrument that is not designated as a hedging instrument in a hedge relationship. Financial assets measured at FVPL are carried at fair value in the consolidated statement of financial position with changes in fair value recognized in a separate caption in the consolidated statements of loss and comprehensive loss. Derecognition A financial asset is derecognized when the contractual rights to the cash flows from the asset expire, or the Company no longer retains substantially all the risks and rewards of ownership. Impairment of financial assets Financial assets classified subsequently as amortized cost are subject to impairment based on the expected credit losses ("ECL's"). The Company's financial assets subject to impairment are cash, trade and other receivables, and loans receivable. Trade and note receivables are recognized initially at fair value and subsequently measured at amortized cost, less any provisions for impairment. Impairment provisions are estimated using the ECL impairment model where any expected future credit losses are provided for, irrespective of whether a loss event has occurred at the reporting date. Estimates of expected credit losses consider the Company's collection history by country and customer, deterioration of collection rates during the average credit period, as well as observable changes in and forecasts of future economic conditions that affect default risk. The Company utilizes a provision matrix to estimate lifetime ECL's for trade receivables, supplemented by specific allowance based on customer-specific data. Changes in the allowance are recognized as bad debt expense in the consolidated statements of loss and comprehensive loss. When the Company determines that no recovery of the amount owed is possible, the amount is deemed irrecoverable, and the financial asset is written off. In Colombia, this is considered after 360 days consistent with local regulations, while other countries this is determined with judgment or otherwise when discharged by bankruptcy or other legal proceedings. |
Inventories [Policy Text Block] | Inventories Inventories are comprised of raw materials and supplies, cannabis, internally produced work in progress, and finished goods. Inventories are initially valued at cost and subsequently at the lower of cost and net realizable value. Inventory cost is determined on a weighted average cost basis and any trade discounts and rebates are deducted from the purchase price. Raw material costs include the purchase cost of the materials, freight-in and duty. Costs incurred during the cannabis growing and production process are capitalized as incurred to the extent that cost is less than net realizable value. These costs include materials, labor and manufacturing overhead used in the growing and production processes. The Company capitalizes pre-harvest cannabis costs. Finished goods include the cost of direct materials and labor and a proportion of manufacturing overhead allocated based on normal production capacity. Net realizable value represents the estimated selling price for inventories in the ordinary course of business, less all estimated costs of completion and costs necessary to make the sale. The determination of net realizable value requires significant judgment, including consideration of factors such as shrinkage, the aging of and future demand for inventory and contractual arrangements with customers. Reserves for excess and obsolete inventory are based upon quantities on hand, projected volumes from demand forecasts and net realizable value. The impact of changes in inventory reserves is reflected in cost of sales. |
Property, plant and equipment [Policy Text Block] | Property, plant and equipment Property, plant and equipment are measured at cost less accumulated depreciation and impairment losses, if any. Depreciation is provided for on a straight-line basis over the assets' estimated useful lives, which management has determined to be as follows: Machinery and office equipment 5-10 years Vehicle 5 years Building 30 years Right-of-use assets Lesser of useful life and remaining term of the lease The Company assesses an asset's residual value, useful life and depreciation method at each financial year end and adjusts if appropriate. During their construction, property, plant and equipment are not subject to depreciation. The Company capitalizes all costs necessary to get the asset to its intended use, including interest on borrowings when significant. When the asset is available for use, depreciation commences. Depreciation expense is recorded within depreciation and amortization on the consolidated statements of loss and comprehensive loss. Gains and losses on disposal of property, plant and equipment are determined by comparing the proceeds from disposal with the carrying amount of the property, plant and equipment and are recognized in the consolidated statements of loss and comprehensive loss of the related year. |
Intangible assets [Policy Text Block] | Intangible assets Intangible assets are recorded at cost less accumulated amortization and impairment losses, if any. Intangible assets acquired in a business combination are measured at fair value at the acquisition date. Amortization is provided on a straight-line basis over the assets' estimated useful lives, which do not exceed the contractual period, if any. The Company's finite-lived intangible assets are amortized as follows: Patents and developed technology 9 years Customer and supplier relationships 5-10 years Trademarks and brands 8-10 years Licenses 5-10 years Non-compete agreements 3 years The estimated useful lives, residual values, and amortization methods are reviewed at each year end, and any changes in estimates are accounted for prospectively. Amortization expense is recorded within depreciation and amortization on the consolidated statements of loss and comprehensive loss. Intangible assets that have indefinite useful lives are not subject to amortization and are tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. |
Investments [Policy Text Block] | Investments Investments include investments in equity securities of entities over which the Company does not have a controlling financial interest or significant influence and are accounted for at fair value. Equity investments without readily determinable fair values are measured at cost with adjustments for observable changes in price or impairments (referred to as the "measurement alternative"). In applying the measurement alternative, the Company performs a qualitative assessment on a quarterly basis and recognizes an impairment if there are sufficient indicators that the fair value of the equity investments is less than carrying values. Changes in value are recorded in unrealized loss from changes in fair value on the consolidated statements of loss and comprehensive loss. |
Impairment of long-lived assets [Policy Text Block] | Impairment of long-lived assets The Company reviews long-lived assets, including property and equipment and definite life intangible assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. An impairment loss is recognized when the sum of projected undiscounted cash flows is less than the carrying value of the asset group. The measurement of the impairment loss to be recognized is based on the difference between the fair value and the carrying amount of the asset group. |
Business combinations [Policy Text Block] | Business combinations Acquisitions of businesses are accounted for using the acquisition method. The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the acquisition date fair values of the assets transferred by the Company, liabilities incurred by the Company to the former owners of the acquiree and the equity interests issued by the Company in exchange for control of the acquiree. Acquisition related costs are generally recognized in the consolidated statements of loss and comprehensive loss as incurred. At the acquisition date, the identifiable assets acquired, and the liabilities assumed, are recognized at their fair value. Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any noncontrolling interests in the acquiree, and the fair value of the acquirer's previously held equity interest in the acquiree (if any) over the net of the amounts of identifiable assets acquired and liabilities assumed on the acquisition date. If, after assessment, the net of the amounts of identifiable assets acquired and liabilities assumed on the acquisition date exceeds the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree and the fair value of the acquirer's previously held interest in the acquiree (if any), the excess is recognized immediately in the consolidated statements of loss and comprehensive loss as a bargain purchase gain. Non-controlling interests that are present ownership interests and entitle their holders to a proportionate share of the entity's net assets in the event of liquidation may be initially measured at the fair value of the acquiree's identifiable net assets. Contingent consideration is measured at its acquisition-date fair value and included as part of the consideration transferred in a business combination. Contingent consideration that is classified as equity is not remeasured at subsequent reporting dates and its subsequent settlement is accounted for within equity. Contingent consideration that is classified as an asset or liability is remeasured at subsequent reporting dates, with the corresponding gain or loss recognized in the consolidated statements of operations and comprehensive income. Purchase price allocations may be preliminary and, during the measurement period not to exceed one year from the date of acquisition, changes in assumptions and estimates that result in adjustments to the fair value of assets acquired and liabilities assumed are recorded in the period the adjustments are determined. |
Impairment of goodwill and indefinite-lived intangible assets [Policy Text Block] | Impairment of goodwill and indefinite-lived intangible assets Goodwill is allocated to the reporting unit in which the business that created the goodwill resides. A reporting unit is an operating segment, or a business unit one level below that operating segment, for which discrete financial information is prepared and regularly reviewed by segment management. The Company operates in three operating segments which are the reporting units and goodwill is allocated at the operating segment level. The Company reviews goodwill and indefinite-lived intangible assets annually for impairment in the fourth quarter, or more frequently, if events or circumstances indicate that the carrying amount of an asset may not be recoverable. |
Financial liabilities [Policy Text Block] | Financial liabilities Initial recognition and measurement Financial liabilities are measured at amortized cost, unless they are required to be measured at FVPL as is the case for held for trading or derivative instruments, or the Company has opted to measure the financial liability at FVPL. The Company's financial liabilities include trade payables and accrued liabilities, loans payable and long-term debt, which are measured at amortized cost. All financial liabilities are recognized initially at fair value. Subsequent measurement - Financial liabilities at amortized cost After initial recognition, financial liabilities measured at amortized cost are subsequently measured at the end of each reporting period at amortized cost using the EIR method. Amortized cost is calculated by considering any discount or premium on acquisition and any fees or costs that are an integral part of the EIR. Subsequent measurement - Financial liabilities at FVPL Financial liabilities measured at FVPL include any derivative financial instrument that is not designated as a hedging instrument in a hedge relationship. Financial liabilities measured at FVPL are carried at fair value in the consolidated statement of financial position with changes in fair value recognized in other income or expense in the consolidated statements of loss and comprehensive loss. In these consolidated financial statements, trade payables and accrued liabilities, lease liability and loans payable are measured at amortized cost. Derecognition A financial liability is derecognized when the obligation under the liability is discharged, cancelled, or expires with any associated gain or loss recognized in other income or expense in the consolidated statements of loss and comprehensive loss. |
Provisions [Policy Text Block] | Provisions Provisions are recognized when (a) the Company has a present obligation (legal or constructive) due to a past event, and (b) it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Where the Company expects a provision to be reimbursed, for example under an insurance contract, the reimbursement is recognized as a separate asset but only when the reimbursement is probable. The Company expenses legal costs as incurred related to such matters. The expense relating to any provision is presented in the consolidated statements of loss and comprehensive loss, net of any reimbursement. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, where appropriate, the risks specific to the liability. Where discounting is used, the increase in the provision due to the passage of time is recognized as a finance cost in the consolidated statements of loss and comprehensive loss. |
Share capital [Policy Text Block] | Share capital Issued common shares are recorded as equity at par value. Additional proceeds from the issuance of common shares are classified as equity in additional paid in capital. Incremental costs directly attributable to the issue of common shares, stock options and warrants are recognized as a deduction from equity, net of any tax effects. Common shares are considered issued when consideration has been received. The fair value of options and warrants is determined using the Black Scholes model. |
Share based compensation [Policy Text Block] | Share based compensation Share based compensation to employees are measured at the fair value of the instruments issued and amortized over the vesting periods. Share based compensation to non-employees are measured at the fair value of goods or services received or the fair value of the equity instruments issued if it is determined the fair value of the goods or services cannot be reliably measured and are recorded at the date the goods or services are received. The Company operates an employee stock option plan. The corresponding amount is recorded to the stock option caption within shareholders' equity, and the expense to the consolidated statements of loss and comprehensive loss over the vesting period. The fair value of options is determined using the Black-Scholes pricing model which incorporates all market vesting conditions. For awards with graded vesting schedules, the Company has elected to calculate the fair value as a single award and recognize expense over the total expected vesting period rather than in tranches. The number of shares and options expected to vest is reviewed and adjusted at the end of each reporting period such that the amount recognized for services received as consideration for the equity instruments granted shall be based on the number of equity instruments that eventually vest. Upon exercise of a stock option, any amount related to the initial value of the stock option, along with the proceeds from exercise are recorded to share capital. Upon expiration of a stock option, any amount related to the initial value of the stock option is recorded to accumulated deficit. The Company also grants employees and non-employees restricted stock awards ("RSAs"). The fair value of the RSAs is determined using the fair value of the common shares on the date of the grant. The Company has elected to recognize forfeitures as they occur. |
Foreign currency translation [Policy Text Block] | Foreign currency translation These consolidated financial statements are presented in U.S. dollars ("USD"), which is the Company's reporting currency; however, the functional currency of the entities in these financial statements are their respective local currencies, including Canadian dollar, USD, Colombian and euro. Translation into functional currency Transactions in foreign currencies are recorded in the functional currency at exchange rates prevailing on the dates of the transactions. At the end of each reporting period, monetary assets and liabilities denominated in foreign currencies are translated at the period end exchange rates. Non-monetary items are translated at the exchange rates in effect on the date of the transactions. Foreign exchange gains and losses arising on translation are presented in the consolidated statements of loss and comprehensive loss. Translation into presentation currency The assets and liabilities of foreign operations are translated into USD at year-end exchange rates. Revenue, expenses, and cash flows of foreign operations are translated into USD using average exchange rates of the reporting period. Exchange differences resulting from translating foreign operations are recognized in other comprehensive income and accumulated in shareholders' equity. The cumulative exchange differences are reclassified to the consolidated statements of loss and comprehensive loss upon the disposal of the foreign operation. |
Research expenses [Policy Text Block] | Research expenses Research expenses are expensed as they are incurred, net of any related investment tax credits, unless the criteria for capitalization of development expenses are met. |
Revenue recognition [Policy Text Block] | Revenue recognition The Company primarily generates revenue as a distributor and retailer of cannabidiol oil derived products. See disaggregation of the Company's revenue by products and sales by country in Note 23. In 2021, the Company acquired intellectual property for cannabis education materials and began selling licenses to use the materials for resale to educational institutions. The Company uses the following five-step contract-based analysis of transactions to determine if, when and how much revenue can be recognized: 1. Identify the contract with a customer; 2. Identify the performance obligations in the contract; 3. Determine the transaction price; 4. Allocate the transaction price to the performance obligations in the contract; and 5. Recognize revenue when or as the Company satisfies the performance obligations. Revenue is recognized at the transaction price, which is the amount of consideration to which the Company expects to be entitled in exchange for transferring promised goods to a customer. Gross revenue excludes duties and taxes collected on behalf of third parties. Revenue is presented net of expected price discounts, sales returns, customer rebates and other incentives. The Company's contracts with customers for the sales of products consist of one performance obligation. Revenue from product sales is recognized at the point in time when control is transferred to the customer, which is on shipment or delivery, depending on the contract terms. The Company's payment terms generally range from 0 to 30 days from the transfer of control, and sometimes up to six months. The Company elected as a permitted practical expedient to not adjust the customer contract consideration for significant financing components when the period between the transfer of the Company's goods and services and customer payment is one year or less. The Company elected as a permitted practical expedient to expense, as incurred, the costs of obtaining a customer contract such as sales commissions and other selling transaction costs when the amortization period of the assets otherwise would be one year or less. Accordingly, the Company has no assets recorded for costs to obtain a customer contract as at December 31, 2022 and 2021 as there are no contracts where the underlying asset would have a life exceeding one year. The Company elected as a permitted practical expedient for shipping and handling not to be a separate performance obligation. |
Advertising costs [Policy Text Block] | Advertising costs Advertising costs are expensed as incurred and recorded within the promotion and communication caption on the consolidated statements of loss and comprehensive loss. Advertising costs were $4.7 million in 2022 ($1.0 million in 2021). |
Leases [Policy Text Block] | Leases At the inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period in exchange for consideration. The Company recognizes a right-of-use asset and a lease liability at the commencement date of the lease. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset, less any lease incentives received. The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company's estimated incremental borrowing rate. The lease term at the lease commencement date is determined based on the noncancellable period for which the Company has the right to use the underlying asset, together with any periods covered by an option to extend the lease if the Company is reasonably certain to exercise that option, periods covered by an option to terminate the lease if the Company is reasonably certain not to exercise that option and periods covered by an option to extend (or not to terminate) the lease in which the exercise of the option is controlled by the lessor. The Company considers several factors when evaluating whether the options in its lease contracts are reasonably certain of exercise, such as length of time before an option exercise, expected value of the leased asset at the end of the initial lease term, importance of the lease to the Company's operations, costs to negotiate a new lease, any contractual or economic penalties, and the economic value of leasehold improvements. For finance leases, from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term, the right-of-use asset is amortized on a straight-line basis and the interest expense is recognized on the lease liability using the effective interest method. For operating leases, lease expense is recognized on a straight-line basis over the term of the lease and presented as a single charge in the consolidated statements of operations and comprehensive income. The lease liability is subsequently measured at amortized cost using the effective interest method. Right-of-use assets are adjusted for impairment losses, if any. The estimated useful lives and recoverable amounts of right-of-use assets are determined on the same basis as those of property, plant and equipment. |
Income taxes [Policy Text Block] | Income taxes Income tax expense comprises current and deferred tax. Current tax and deferred tax are recognized in the consolidated statements of loss and comprehensive loss except to the extent that it relates to a business combination, or items recognized directly in equity or in other comprehensive loss. Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted at the reporting date, and any adjustment to tax payable in respect of previous years. Deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognized for the following temporary differences: the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable income or loss, and differences relating to investments in subsidiaries and jointly controlled entities to the extent that it is probable that they will not reverse in the foreseeable future. In addition, deferred tax is not recognized for taxable temporary differences arising on the initial recognition of goodwill. Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis, or their tax assets and liabilities will be realized simultaneously. A deferred tax asset is recognized for unused tax losses, tax credits and deductible temporary differences, to the extent that it is probable that future taxable profits will be available against which they can be utilized. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. An unrealized tax benefit may arise in connection with a period that has not yet been reviewed by the relevant tax authority. A change in the recognition or measurement of an unrealized tax benefit is reflected in the period during which the change occurs. Interest and penalties in respect of income taxes are not recognized in the consolidated statement of operations as a component of income taxes but as a component of interest expense. |
Loss per share [Policy Text Block] | Loss per share Basic loss per share is calculated using the weighted average number of shares outstanding during the year. Diluted loss per share reflects the potential dilution of common share equivalents, such as outstanding options and warrants, in the weighted average number of common shares outstanding during the period, if dilutive. The diluted loss per share calculation excludes any potential conversion of options and warrants that would be anti-dilutive. |
Non-controlling interests [Policy Text Block] | Non-controlling interests Non-controlling interests of subsidiaries ("NCI") are recognized either at fair value or at the NCI's proportionate share of the net assets, determined on an acquisition-by-acquisition basis at the date of acquisition. Subsequently, the NCI's share of net loss and comprehensive loss is attributed to the NCI. |
Adoption of accounting standards and amendments [Policy Text Block] | Adoption of accounting standards and amendments In June 2016, the United States Financial Accounting Standards Board ("FASB") issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU 2016-13 requires the measurement of current expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Adoption of ASU 2016-13 will require financial institutions and other organizations to use forward-looking information to better formulate their credit loss estimates. In addition, the ASU amends the accounting for credit losses on available for sale debt securities and purchased financial assets with credit deterioration. This update is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company adopted ASU 2016-13 effective as of its inception March 13, 2019, and as such had no impact on the Company's consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740) - Simplifying the Accounting for Income Taxes, which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and amends existing guidance to improve consistent application. ASU 2019-12 would be effective for the Company beginning January 1, 2021. The Company adopted ASU 2016-13 early, effective as of its inception March 13, 2019, and as such had no impact on the Company's consolidated financial statements. In January 2020, the FASB issued ASU 2020-01, Clarifying the Interactions between Investments-Equity Securities (Topic 321), Investments-Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815). ASU 2020-01 clarifies the interaction of accounting for the transition into and out of the equity method. The new standard also clarifies the accounting for measuring certain purchased options and forward contracts to acquire investments. ASU 2020-01 would be effective for the Company beginning January 1, 2021. The Company adopted ASU 2016-13 early, effective as of January 1, 2020, and as such had no impact on the Company's consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity. ASU 2020-06 simplifies the accounting for convertible instruments by reducing the number of accounting models for convertible debt instruments and convertible preferred stock. In addition, ASU 2020-06 enhances information transparency by making targeted improvements to the disclosures for convertible instruments and earnings-per-share guidance and amends the guidance for the derivatives scope exception for contracts in an entity's own equity to reduce form-over-substance-based accounting conclusions. ASU No. 2020-06 would be effective for the Company beginning January 1, 2024. The Company adopted ASU 2020-06 early, effective as of January 1, 2021, and as such had no impact on the Company's consolidated financial statements. In May 2021, the FASB issued ASU No. 2021-04, Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity's Own Equity (Subtopic 815-40): Issuer's Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options. ASU No. 2021-04 provides a principles-based framework to determine whether an issuer should recognize the modification or exchange as an adjustment to equity or an expense. ASU No. 2021-04 requires issuers to account for modifications or exchanges of freestanding equity-classified written call options (e.g., warrants) that remain equity classified after the modification or exchange based on the economic substance of the modification or exchange. ASU No. 2021-04 would be effective for the Company beginning January 1, 2022. The Company adopted ASU 2021-04 early, effective as of January 1, 2021, and as such had no impact on the Company's consolidated financial statements. |
Accounting pronouncements not yet adopted [Policy Text Block] | Accounting pronouncements not yet adopted Certain new standards, amendments and interpretations, and improvements to existing standards have been published by the FASB and United States Securities and Exchange Commission but are not yet effective and have not been adopted early by the Company. Management anticipates that all the relevant pronouncements will be adopted in the first reporting period following the date of application unless noted. Information on new standards, amendments and interpretations, and improvements to existing standards which could potentially impact the Company's financial statements are detailed as follows: In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers ("ASU 2021-08"), which requires an acquirer to recognize and measure contract assets and liabilities acquired in a business combination in accordance with Revenue from Contracts with Customers ("ASC 606") rather than adjust them to fair value at the acquisition date. The effects of adoption are applied prospectively to business combinations occurring on or after the effective date. ASU 2021-08 is effective for fiscal years beginning after December 15, 2022, with early adoption permitted. The Company is assessing the impacts of adoption, but it is not expected to have an impact based on amounts recorded at December 31, 2022 as any changes required are for transactions occurring prospectively upon adoption. Certain other new standards and interpretations have been issued but are not expected to have a material impact on the Company's financial statements. |
BASIS OF PRESENTATION (Tables)
BASIS OF PRESENTATION (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
BASIS OF PRESENTATION | |
Schedule of subsidiaries [Table Text Block] | Subsidiaries Country of Ownership % Functional Currency Cosechemos YA S.A.S. Colombia 90% Colombia Peso (COP) Flora Growth Corp. Sucursal Colombia Colombia 100% Colombia Peso (COP) Hemp Textiles & Co. LLC United States 100% United States Dollar (USD) Hemp Textiles & Co. S.A.S. Colombia 100% Colombia Peso (COP) Flora Beauty LLC United States 100% United States Dollar (USD) Flora Beauty LLC Sucursal Colombia Colombia 100% Colombia Peso (COP) Kasa Wholefoods Company S.A.S. Colombia 90% Colombia Peso (COP) Kasa Wholefoods Company LLC United States 100% United States Dollar (USD) Grupo Farmaceutico Cronomed S.A.S. Colombia 100% Colombia Peso (COP) Labcofarm Laboratories S.A.S. Colombia 100% Colombia Peso (COP) Breeze Laboratory S.A.S Colombia 100% Colombia Peso (COP) Vessel Brand Inc. United States 100% United States Dollar (USD) Just Brands LLC United States 100% United States Dollar (USD) Just Brands International LTD United Kingdom 100% British Pound (GBP) High Roller Private Label LLC United States 100% United States Dollar (USD) Flora Growth US Holdings Corp. United States 100% United States Dollar (USD) Flora Growth Management Corp. United States 100% United States Dollar (USD) Cardiff Brand Corp. United States 100% United States Dollar (USD) Keel Brand Corp. United States 100% United States Dollar (USD) Flora Growth F&B Corp. United States 100% United States Dollar (USD) Masaya Holding Corp United States 100% United States Dollar (USD) Franchise Global Health Inc. Canada 100% Canadian Dollar (CAD) Harmony Health One Inc. Canada 100% Canadian Dollar (CAD) ACA Mueller ADAG Pharma Vertriebs GmbH Germany 100% Euro (EUR) Sativa Verwaltungs GmbH Germany 100% Euro (EUR) Sativa Verwaltungs GmbH and Co. KG Germany 100% Euro (EUR) CBD Med Therapeutics Inc. Canada 100% Canadian Dollar (CAD) Fayber Technologies Canada Inc. Canada 100% Canadian Dollar (CAD) Catalunia SAS Colombia 100% Colombia Peso (COP) Green CannaHealth SAS Colombia 100% Colombia Peso (COP) Klokken Aarhus Inc. Canada 100% Canadian Dollar (CAD) Rangers Pharmaceuticals A/S Denmark 100% Danish Krone (DAK) 1200325 B.C. LTD. Canada 100% Canadian Dollar (CAD) Phatebo Germany 100% Euro (EUR) Franchise Cannabis Corp. Canada 100% Canadian Dollar (CAD) |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of assets estimated useful lives [Table Text Block] | Machinery and office equipment 5-10 years Vehicle 5 years Building 30 years Right-of-use assets Lesser of useful life and remaining term of the lease |
Schedule of intangible assets estimated useful lives [Table Text Block] | Patents and developed technology 9 years Customer and supplier relationships 5-10 years Trademarks and brands 8-10 years Licenses 5-10 years Non-compete agreements 3 years |
ASSETS HELD FOR SALE AND DISC_2
ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of major classes of assets and liabilities held for sale [Table Text Block] | June 30, 2023 December 31, 2022 Assets held for sale Cash $ 448 $ 602 Trade and amounts receivable 633 1,592 Prepaid expenses and other current assets 115 174 Inventory 582 1,341 Total current assets held for sale 1,778 3,709 Property, plant and equipment - 3,592 Operating lease right of use assets - 419 Intangible assets - 358 Other assets - 23 Total noncurrent assets held for sale - 4,392 Total assets held for sale $ 1,778 $ 8,101 Liabilities held for sale Current portion of long-term debt $ 38 $ - Current portion of operating lease liability 370 72 Other accrued liabilities 767 538 Total current liabilities held for sale 1,175 610 Non-current operating lease liability - 308 Total liabilities held for sale $ 1,175 $ 918 |
Schedule of loss from discontinued operations [Table Text Block] | For the three For the three For the six For the six Revenue $ 662 $ 1,028 $ 1,450 $ 1,773 Cost of sales 466 471 1,123 774 Gross profit from discontinued operations 196 557 327 999 Consulting and management fees 307 683 676 1,267 Professional fees 46 120 82 391 General and administrative 105 419 282 769 Promotion and communication 8 131 14 305 Operating lease expense 43 106 93 122 Depreciation and amortization 70 186 148 296 Bad debt expense 565 150 565 150 Asset impairment 4,704 - 4,704 - Other (income) expense 2 363 124 666 Operating loss from discontinued operations (5,654 ) (1,601 ) (6,361 ) (2,967 ) Interest (income) expense 2 19 2 28 Net loss before income taxes (5,656 ) (1,620 ) (6,363 ) (2,995 ) Loss on disposal of discontinued operations 1,909 - 1,909 - Income tax expense - - 11 - Loss from discontinued operations $ (7,565 ) $ (1,620 ) $ (8,283 ) $ (2,995 ) |
Schedule of significant operating and investing items [Table Text Block] | For the six For the six Operating activities of discontinued operations Depreciation and amortization $ 148 $ 296 Bad debt expense 565 150 Asset impairment 4,704 - Investing activities of discontinued operations Purchases of property, plant and equipment $ 92 $ 579 |
TRADE AND AMOUNTS RECEIVABLE (T
TRADE AND AMOUNTS RECEIVABLE (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
TRADE AND AMOUNTS RECEIVABLE | ||
Schedule of trade and amounts receivable [Table Text Block] | June 30, 2023 December 31, 2022 Trade accounts receivable $ 3,894 $ 4,288 Allowance for expected credit losses (1,346 ) (1,385 ) HST/VAT receivable 2,126 2,294 Other receivables 180 62 Total $ 4,854 $ 5,259 | December 31, 2022 December 31, 2021 Thousands of United States dollars Trade accounts receivable $ 6,767 $ 5,565 Allowance for expected credit losses (2,988 ) (1,252 ) HST/VAT receivable 2,294 259 Other receivables 778 752 Total 6,851 5,324 |
Schedule of aging of trade accounts receivable [Table Text Block] | June 30, 2023 Current $ 672 1-30 Days 924 31-60 Days 432 61-90 Days 197 91-180 Days 570 180+ Days 1,099 Total trade receivables $ 3,894 | December 31, 2022 Thousands of United States dollars Current $ 1,398 1-30 Days 1,194 31-60 Days 728 61-90 Days 191 91-180 Days 408 180+ Days 2,848 Total trade receivables $ 6,767 |
Schedule of allowance for expected credit losses [Table Text Block] | December 31, 2022 December 31, 2021 Thousands of United States dollars Balance at January 1 $ (1,252 ) $ - Current period additions for expected credit losses (2,002 ) (1,252 ) Write-offs charges against allowance 205 - Recoveries collected 50 - Foreign exchange impacts 11 - Balance at December 31 $ (2,988 ) $ (1,252 ) |
INVENTORY (Tables)
INVENTORY (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | ||
Schedule of inventory [Table Text Block] | June 30, 2023 December 31, 2022 Raw materials and supplies $ 1,669 $ 2,363 Finished goods 7,015 6,384 Total $ 8,684 $ 8,747 | December 31, 2022 December 31, 2021 Thousands of United States dollars Raw materials and supplies 3,153 899 Harvested cannabis 120 72 Work in progress 6 97 Finished goods 6,810 1,962 Total 10,089 3,030 |
PROPERTY PLANT AND EQUIPMENT (T
PROPERTY PLANT AND EQUIPMENT (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
PROPERTY PLANT AND EQUIPMENT | ||
Schedule of property, plant and equipment [Table Text Block] | June 30, 2023 December 31, 2022 Land $ 296 $ 291 Buildings - - Machinery and office equipment 759 1,098 Vehicles 81 37 Total 1,136 1,426 Less: accumulated depreciation (185 ) (208 ) Property, plant and equipment, net $ 951 $ 1,218 | December 31, 2022 December 31, 2021 Thousands of United States dollars Land $ 637 $ 112 Buildings 1,875 928 Machinery and office equipment 2,853 1,991 Vehicles 71 37 Construction in progress - 905 Total 5,436 3,973 Less: accumulated depreciation (626 ) (223 ) Property, plant and equipment, net $ 4,810 $ 3,750 |
INVESTMENTS (Tables)
INVESTMENTS (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Investments [Abstract] | ||
Schedule of fair value of the warrants [Table Text Block] | Warrants CAD 0.30 Warrants CAD 1.00 Share price $ 0.21 $ 0.21 Exercise price $ 0.22 $ 0.74 Volatility 100% 100% Risk-free interest rate 4.1% 4.1% Dividend yield 0.0% 0.0% Expected term in years 0.1 0.1 Fair value $ 0.02 $ 0.00 Quantity owned 1,666,667 333,333 Fair value $ 34,000 $ - | |
Schedule of investments activity [Table Text Block] | Investee common shares Warrants CAD 0.30 exercise price Warrants CAD 1.00 exercise price Total Financial asset hierarchy level Level 3 Level 3 Level 3 Balance at December 31, 2022 $ 730 $ 34 $ - $ 764 Loss on changes in fair value (530 ) (34 ) - (564 ) Balance at June 30, 2023 $ 200 $ - $ - $ 200 | Investee common shares Warrants CAD 0.30 exercise price Warrants CAD 1.00 exercise price Total Financial asset hierarchy level Level 3 Level 3 Level 3 Thousands of United States dollars $ $ $ $ Balance at January 1, 2021 - - - - Purchases 2,430 2,507 - 4,937 Exercise warrants 496 (418 ) 101 179 Impairment (939 ) - - (939 ) Loss on changes in fair value - (1,464 ) (43 ) (1,507 ) Balance at December 31, 2021 1,987 625 58 2,670 Impairment (1,257 ) - - (1,257 ) Loss on changes in fair value - (591 ) (58 ) (649 ) Balance at December 31, 2022 730 34 - 764 |
ASSET ACQUISITIONS AND BUSINE_2
ASSET ACQUISITIONS AND BUSINESS COMBINATIONS (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Original Hemp asset acquisition [Member] | ||
Business Acquisition [Line Items] | ||
Schedule of major class of assets acquired and liabilities [Table Text Block] | Inventory $ 109 Intangible asset 194 Total net assets acquired $ 303 | |
Franchise Global Health Inc [Member] | ||
Business Acquisition [Line Items] | ||
Schedule of major class of assets acquired and liabilities [Table Text Block] | Current assets Cash $ 730 Trade receivables 2,271 Inventory 2,019 Indemnity receivables 3,415 Prepaid assets 139 Non-current assets Property, plant, and equipment 452 Right of use assets 115 Intangible asset 6,102 Goodwill 3,716 Total assets $ 18,959 Current liabilities Trade payables and accrued liabilities $ (6,245 ) Current lease liabilities (98 ) Current portion of debt (1,062 ) Long term lease liability (21 ) Deferred tax (1,717 ) Total liabilities $ (9,143 ) Total net assets acquired $ 9,816 | (Thousands of United States dollars) Current assets Cash $ 730 Trade receivables 2,271 Inventory 2,019 Indemnity receivables 3,415 Prepaid assets 139 Non-current assets Property, plant, and equipment 452 Right of use assets 115 Intangible assets 6,102 Goodwill 3,716 Total assets $ 18,959 Current liabilities Trade payables and accrued liabilities $ (6,245 ) Current lease liabilities (98 ) Current portion of debt (1,062 ) Long term lease liability (21 ) Deferred tax (1,717 ) Total liabilities $ (9,143 ) Total net assets acquired $ 9,816 |
Just Brands LLC and High Roller Private Label LLC [Member] | ||
Business Acquisition [Line Items] | ||
Schedule of major class of assets acquired and liabilities [Table Text Block] | Current assets Cash $ 535 Trade receivables 975 Inventory 5,534 Other current assets 540 Non-current assets Property, plant, and equipment 536 Right of use assets 772 Other non-current assets 127 Intangible asset 4,533 Goodwill 24,898 Total assets $ 38,450 Current liabilities Trade payables and accrued liabilities $ (2,273 ) Current lease liabilities (644 ) Provision for sales tax (982 ) Deferred tax (24 ) Other current liabilities (99 ) Total liabilities $ (4,022 ) Total net assets acquired $ 34,428 | (Thousands of United States dollars) Current assets Cash $ 535 Trade receivables 975 Inventory 5,534 Other current assets 540 Non-current assets Property, plant, and equipment 536 Right of use assets 772 Other non-current assets 127 Intangible asset 4,533 Goodwill 24,898 Total assets $ 38,450 Current liabilities Trade payables and accrued liabilities $ (2,273 ) Current lease liabilities (644 ) Provision for sales tax (982 ) Deferred tax (24 ) Other current liabilities (99 ) Total liabilities $ (4,022 ) Total net assets acquired $ 34,428 |
No Cap Hemp Co [Member] | ||
Business Acquisition [Line Items] | ||
Schedule of major class of assets acquired and liabilities [Table Text Block] | Current assets Trade receivables $ 31 Inventory 725 Non-current assets Goodwill 417 Total assets $ 1,173 Current liabilities Trade payables and accrued liabilities (272 ) Total liabilities $ (272 ) Total net assets acquired $ 901 | (Thousands of United States dollars) Current assets Trade receivables 31 Inventory 725 Non-current assets Intangible asset - Goodwill 417 Total assets $ 1,173 Current liabilities Trade payables and accrued liabilities (272 ) Total liabilities $ (272 ) Total net assets acquired $ 901 |
Vessel Brand, Inc [Member] | ||
Business Acquisition [Line Items] | ||
Schedule of major class of assets acquired and liabilities [Table Text Block] | (Thousands of United States dollars) Current assets Cash $ 570 Trade receivables 49 Inventory 1,278 Other current assets 151 Non-current assets Property, plant and equipment 124 Right of use assets 501 Other long-term assets 42 Intangible assets 9,150 Goodwill 19,675 Total assets $ 31,540 Current liabilities Trade payables and accrued liabilities $ (856 ) Deferred tax (1,500 ) Non-current lease liability (530 ) Total liabilities $ (2,886 ) Total net assets acquired $ 28,654 |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Schedule of intangible assets [Table Text Block] | License Customer/Supplier Relationships Trademarks Brands Patents Non- Goodwill Total Cost At December 31, 2022 $ 1,396 $ 7,512 $ 5,154 $ 4,530 $ 1,190 $ 23,633 $ 43,415 Additions - 194 - - - - 194 Impairment (752 ) (4,418 ) (1,599 ) (3,432 ) (529 ) (23,372 ) (34,102 ) At June 30, 2023 $ 644 $ 3,288 $ 3,555 $ 1,098 $ 661 $ 261 $ 9,507 Accumulated Amortization At December 31, 2022 $ - $ 348 $ 618 $ 621 $ 463 $ - $ 2,050 Additions 142 663 319 277 198 - 1,599 At June 30, 2023 $ 142 $ 1,011 $ 937 $ 898 $ 661 $ - $ 3,649 Foreign currency translation 24 76 20 - - (261 ) (141 ) Net book value at June 30, 2023 $ 526 $ 2,353 $ 2,638 $ 200 $ - $ - $ 5,717 | In Thousands of United States dollars License Customer Relationships Trademarks and Brands Patents Non-Compete Agreements Goodwill Total Cost At December 31, 2020 $ 410 $ 189 $ 121 $ - $ - $ 431 $ 1,151 Additions 200 - - - - - 200 Acquired through business combinations - 1,570 2,090 4,300 1,190 19,675 28,825 Impairment - - - - - (51 ) (51 ) At December 31, 2021 $ 610 $ 1,759 $ 2,211 $ 4,300 $ 1,190 $ 20,054 $ 30,124 Accumulated Amortization At December 31, 2020 $ 64 $ - $ - $ - $ - $ - $ 64 Additions 65 26 35 48 66 - 240 At December 31, 2021 $ 129 $ 26 $ 35 $ 48 $ 66 $ - $ 304 Foreign Currency translation (30 ) - - - - - (30 ) Net book value at December 31, 2021 $ 451 $ 1,733 $ 2,176 $ 4,252 $ 1,124 $ 20,054 $ 29,790 In Thousands of United States dollars License Customer/Supplier Trademarks Patents Non- Goodwill Total Cost At December 31, 2021 $ 610 $ 1,759 $ 2,211 $ 4,300 $ 1,190 $ 20,054 $ 30,124 Acquired through business combinations 1,397 5,945 3,063 230 - 29,031 39,666 Impairment (128 ) (1 ) (31 ) - - (25,452 ) (25,612 ) At December 31, 2022 $ 1,879 $ 7,703 $ 5,243 $ 4,530 $ 1,190 $ 23,633 $ 44,178 Accumulated Amortization At December 31, 2021 $ 129 $ 26 $ 35 $ 48 $ 66 $ - $ 304 Additions 144 360 623 573 397 - 2,097 At December 31, 2022 $ 273 $ 386 $ 658 $ 621 $ 463 $ - $ 2,401 Foreign Currency translation (46 ) 17 (19 ) - - (261 ) (309 ) Net book value at December 31, 2022 $ 1,560 $ 7,334 $ 4,566 $ 3,909 $ 727 $ 23,372 $ 41,468 |
Schedule of weighted average amortization period of intangible assets [Table Text Block] | License 5.0 years Customer relationships 5.9 years Trademarks and brands 7.1 years Patents 7.6 years Non-complete agreements 1.8 years Total 6.3 years | |
Schedule of estimation of amortization expense [Table Text Block] | 2023 $ 587 2024 1,173 2025 1,109 2026 1,096 2027 1,032 Thereafter 720 Total $ 5,717 | 2023 $ 3,254 2024 $ 3,180 2025 $ 2,754 2026 $ 2,741 2027 $ 2,667 |
Schedule of goodwill [Table Text Block] | Vessel JustCBD Franchise Total Gross goodwill recorded prior to December 31, 2022 $ 19,675 $ 25,038 $ 3,732 $ 48,445 Impairment recorded prior to December 31, 2022 (19,675 ) (5,398 ) - (25,073 ) Net book value as at December 31, 2022 - 19,640 3,732 23,372 Impairment recorded - (19,640 ) (3,732 ) (23,372 ) Net book value as at June 30, 2023 $ - $ - $ - $ - | In Thousands of United States dollars Pharmaceuticals Food and beverage Vessel JustCBD Franchise Total Gross goodwill recorded prior to December 31, 2020 $ 1,413 $ 834 $ - $ - $ - $ 2,247 Impairment recorded prior to December 31, 2020 (1,034 ) (783 ) - - - (1,817 ) Net book value as at December 31, 2020 379 51 - - - 430 Acquired through business combinations - - 19,675 - - 19,675 Impairment - (51 ) - - - (51 ) Net book value as at December 31, 2021 379 - 19,675 - - 20,054 Acquired through business combinations - - - 25,315 3,716 29,031 Impairment (379 ) - (19,675 ) (5,398 ) - (25,452 ) Foreign exchange impacts - - - (277 ) 16 (261 ) Net book value as at December 31, 2022 $ - $ - $ - $ 19,640 $ 3,732 $ 23,372 |
LEASES (Tables)
LEASES (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Leases [Abstract] | ||
Schedule of leases [Table Text Block] | Three months ended June 30, 2023 Three months ended June 30, 2022 Six months ended June 30, 2023 Six months ended June 30, 2022 Components of lease expense Operating lease expense $ 308 $ 136 $ 624 $ 327 Short-term lease expense 62 82 135 233 Total lease expense $ 370 $ 218 $ 759 $ 560 Other Information Operating cash flows from operating leases $ 356 $ 216 $ 720 $ 489 ROU assets obtained in exchange for new operating lease liabilities - 2,097 97 2,825 Weighted-average remaining lease term in years for operating leases 3.4 4.5 Weighted-average discount rate for operating leases 7.7% 8.1% | Thousands of United States dollars Year ended 2022 Year ended 2021 Components of lease expense Operating lease expense $ 1,221 $ 316 Short-term lease expense 396 14 Total lease expense $ 1,617 $ 330 Other Information Operating cash flows from operating leases $ 1,180 $ 256 ROU assets obtained in exchange for new operating lease liabilities 2,919 1,233 Weighted-average remaining lease term in years for operating leases 3.5 3.3 Weighted-average discount rate for operating leases 7.9 % 9.0 |
Schedule of maturities of operating lease liabilities [Table Text Block] | Thousands of United States dollars Operating Leases 2023 $ 1,234 2024 425 2025 396 2026 321 2027 48 Total future lease payments 2,424 Less: imputed interest (247 ) Total lease liabilities 2,177 Less: current lease liabilities (1,124 ) Total non-current lease liabilities $ 1,053 | Thousands of United States dollars Operating Leases 2023 $ 1,383 2024 849 2025 443 2026 417 2027 237 Thereafter 189 Total future lease payments 3,518 Less: imputed interest (461 ) Total lease liabilities 3,057 Less: current lease liabilities (1,188 ) Total non-current lease liabilities $ 1,869 |
SHARE BASED COMPENSATION (Table
SHARE BASED COMPENSATION (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
Schedule of share options outstanding and exercisable [Table Text Block] | Options Outstanding Number of Weighted Weighted average Aggregate Outstanding balance, December 31, 2022 290 $ 34.17 4.2 $ 64 Granted 5 $ 7.00 9.7 - Cancelled (75 ) $ 24.75 6.0 - Outstanding balance, June 30, 2023 220 $ 36.79 3.0 $ - Exercisable balance, June 30, 2023 203 $ 38.86 2.6 $ - | Options Outstanding Options Exercisable Number of Weighted Number of Weighted Balance, December 31, 2020 3,794 1.08 3,794 1.08 Granted 2,304 2.88 2,304 2.88 Exercised (650 ) 0.07 (650 ) 0.07 Balance, December 31, 2021 5,448 1.96 5,448 1.96 Granted 1,806 0.96 217 1.48 Exercised (545 ) 0.24 (545 ) 0.24 Cancelled/Expired (904 ) 2.62 (728 ) 2.62 Balance, December 31, 2022 5,805 $ 1.71 4,392 $ 2.04 Date of expiry Options Options Exercise Grant date fair value Remaining life in Thousands Thousands $ Thousands of Dollars June 28, 2024 815 815 $ 0.15 $ 30 1.5 April 23, 2025 33 33 2.25 138 2.3 July 6, 2025 150 150 2.25 115 2.5 July 15, 2025 84 84 2.25 84 2.5 September 8, 2025 8 8 2.25 11 2.7 Date of expiry Options Options Exercise Grant date fair value Remaining life in Thousands Thousands $ Thousands of Dollars November 4, 2025 666 666 2.25 918 2.8 December 23, 2025 500 500 2.25 689 3.0 June 3, 2026 233 233 3.87 669 3.4 June 10, 2026 167 167 3.68 455 3.4 September 21, 2026 16 16 5.20 64 3.7 September 25, 2026 105 105 6.90 539 3.7 December 16, 2026 1,348 1,348 2.04 2,046 4.0 January 17, 2027 50 50 1.70 63 4.0 January 26, 2027 245 217 1.48 288 4.1 May 16, 2027 50 - 1.30 29 4.4 December 31, 2029 1,010 - 0.67 31 7.0 August 18, 2032 275 - 0.93 84 9.6 July 5, 2033 50 - 0.67 9 10.5 5,805 4,392 $ 1.71 $ 6,262 4.2 |
Schedule of fair value of stock options [Table Text Block] | 2022 2021 Risk-free annual interest rate 2.85% 1.12% Current stock price $ 0.95 $ 2.88 Expected annualized volatility 100% 100% Expected life (years) 7 5 Expected annual dividend yield 0% 0% Exercise price $ 0.96 $ 2.88 Weighted average grant date fair value $ 0.96 $ 2.88 | |
Schedule of restricted stock awards [Table Text Block] | Number of Weighted Thousands Balance, December 31, 2022 146 $ 13.64 Granted 112 5.85 Vested (38 ) (13.74 ) Cancelled (155 ) (9.17 ) Balance, June 30, 2023 65 $ 11.22 | Number of Weighted Thousands $ Balance, December 31, 2021 - - Granted 2,938 0.68 Vested (20 ) 0.73 Balance, December 31, 2022 2,918 0.68 |
WARRANTS (Tables)
WARRANTS (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
WARRANTS | ||
Schedule of warrants outstanding [Table Text Block] | Number of warrants Weighted average Thousands Balance, December 31, 2022 961 $ 24.84 Exercised (1 ) 8.00 Balance, June 30, 2023 960 $ 24.84 | Number of warrants Weighted average Thousands Balance, December 31, 2020 9,000 $ 2.26 Exercised (6,509 ) 2.29 Cancelled/Expired (600 ) 3.00 Issued 6,855 3.76 Balance, December 31, 2021 8,746 $ 3.37 Exercised (473 ) 0.49 Cancelled/Expired (2,063 ) 3.00 Issued 13,000 0.06 Balance, December 31, 2022 19,210 $ 1.24 |
Schedule of warrants outstanding by date of expiry [Table Text Block] | Date of expiry Warrants Exercise Grant date fair Remaining life Thousands November 18, 2026 221 $ 75.00 $ 6,700 3.39 November 18, 2026 66 8.00 422 3.39 November 18, 2027 23 66.00 1,055 4.39 December 8, 2027 625 8.00 2,033 4.44 December 8, 2027 25 8.80 149 4.44 960 $ 24.84 $ 10,359 4.13 | Date of expiry Warrants Exercise Grant date fair Remaining life Thousands November 18, 2026 4,425 $ 3.75 $ 6,700 3.88 November 18, 2026 1,325 0.40 422 3.88 November 18, 2027 460 3.30 1,055 4.88 December 8, 2027 12,500 0.40 2,033 4.94 December 8, 2027 500 0.44 149 4.94 19,210 $ 1.24 $ 10,359 4.62 |
RELATED PARTY DISCLOSURES (Tabl
RELATED PARTY DISCLOSURES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Schedule of related party transactions [Table Text Block] | Thousands of United States dollars Year ended Year ended Directors' and officers' compensation $ 2,560 $ 2,261 Share-based compensation 797 2,373 $ 3,357 $ 4,634 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Schedule of provisions and contingent liabilities [Table Text Block] | Termination benefits Legal disputes Sales tax Total Balance as at December 31, 2022 $ 183 $ 3,030 $ 1,831 $ 5,044 Payments/Settlements (183 ) (98 ) - (281 ) Additional provisions - - 389 389 Foreign currency translation - 36 - 36 Balance as at June 30, 2023 $ - $ 2,968 $ 2,220 $ 5,188 | Thousands of Termination Legal Sales Total Balance as at December 31, 2021 $ 352 $ 1,681 $ - $ 2,033 Acquired through business combinations - 3,030 982 4,012 Payments/Settlements (352 ) (1,681 ) - (2,033 ) Additional provisions 183 - 849 1,032 Balance as at December 31, 2022 $ 183 $ 3,030 $ 1,831 $ 5,044 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of components of the income tax provision [Table Text Block] | Thousands of United States dollars For the year ended For the year ended Current Canada $ - $ - U.S. federal - - U.S. state - 1 Foreign 6 29 Total current tax expense $ 6 $ 30 Deferred Canada $ (11 ) $ - U.S. federal (1,055 ) (96 ) U.S. state (316 ) (32 ) Foreign (162 ) - Total deferred tax expense $ (1,544 ) $ (128 ) Total income tax benefit $ (1,538 ) $ (98 ) |
Schedule of corporate income tax rate [Table Text Block] | For the year ended For the year ended Statutory U.S. federal rate 26.5% 26.5% Earnings in jurisdictions taxed at different rates 0.5% 0.6% Impairments -12.9% 0.0% Stock based compensation -1.7% -1.7% Loss on investments 0.0% -3.0% Valuation allowance -12.3% -20.7% Other 2.7% 0.4% Legal settlement 0.0% -1.6% 2.8% 0.5% |
Schedule of deferred income tax assets and liabilities [Table Text Block] | Thousands of United States dollars 2022 2021 Deferred tax assets Non-capital loss carryforwards $ 20,240 $ 7,715 Share issuance costs 1,406 1,589 Unrealized gains (losses) on investments 823 - Right of use assets 614 - Other 677 - Legal settlement - 106 Allowance for doubtful accounts - 106 Gross deferred tax assets 23,760 9,516 Valuation allowance (20,909 ) (8,286 ) Total net deferred tax assets 2,851 1,230 Deferred tax liabilities Intangible assets 4,094 2,741 Lease obligations 469 - Total deferred tax liabilities 4,563 2,741 Net deferred tax liabilities $ (1,712 ) $ (1,511 ) |
LOSS PER SHARE (Tables)
LOSS PER SHARE (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Earnings Per Share [Abstract] | ||
Schedule of anti-dilutive shares [Table Text Block] | June 30, 2023 December 31, 2022 Stock options 220 290 Warrants 960 961 Restricted stock awards 65 146 JustCBD potential additional shares to settle contingent consideration 657 657 Total anti-dilutive 1,902 2,054 | Thousands of securities December 31, 2022 December 31, 2021 Stock options 5,805 5,448 Warrants 19,210 8,746 Restricted stock awards 2,917 - JustCBD potential additional shares to settle contingent consideration 13,141 - Total anti-dilutive 41,073 14,194 |
FINANCIAL INSTRUMENTS (Tables)
FINANCIAL INSTRUMENTS (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Financial Instruments [Abstract] | ||
Schedule of information about the financial instruments and their classifications [Table Text Block] | Fair value measurements at June 30, 2023 using: Level 1 Level 2 Level 3 Total Financial assets: Investments (Note 7) $ - $ - $ 200 $ 200 Financial liabilities: Contingent purchase consideration from asset acquisitions and business combinations (Note 8) $ - $ 2,354 $ - $ 2,354 Fair value measurements at December 31, 2022 using: Level 1 Level 2 Level 3 Total Financial assets: Investments (Note 7) $ - $ - $ 734 $ 734 Financial liabilities: Contingent purchase consideration from business combinations (Note 8) $ - $ 3,547 $ - $ 3,547 | Fair value measurements at December 31, 2022 using: Thousands of United States Dollars Level 1 Level 2 Level 3 Total Financial assets: Investments (Note 8) $ - $ - $ 764 $ 764 Financial liabilities: Contingent purchase consideration from business combinations (Note 9) $ - $ 2,645 $ - $ 2,645 Fair value measurements at December 31, 2021 using: Thousands of United States Dollars Level 1 Level 2 Level 3 Total Financial assets: Investments (Note 8) $ - $ - $ 2,670 $ 2,670 |
Schedule of assets and liabilities denominated in foreign currencies [Table Text Block] | December 31, 2022 CAD COP GBP EUR CHF Thousands of foreign currencies Cash 1,691 2,961,487 64 1 - Amounts receivable 2,964 15,127,223 61 - - Loans receivable - - - - 250 Trade payables (9,333 ) (2,975,794 ) (56 ) (161 ) - Accrued liabilities (522 ) (1,173,118 ) (22 ) - - Lease liability (153 ) (1,809,970 ) (17 ) - - Long term debt (1,446 ) - - - - Net carrying value (6,799 ) 12,129,828 30 (160 ) 250 As at December 31, 2021, the Company had the following monetary assets and liabilities denominated in foreign currencies: December 31, 2021 CAD COP EUR CHF Thousands of foreign currencies Cash 1,393 4,451,775 896 - Amounts receivable 72 15,775,755 - - Loans receivable - - - 250 Trade payables (40 ) (5,398,068 ) - - Accrued liabilities (589 ) (2,120,869 ) - - Lease liability - (1,690,797 ) - - Long term debt - (72,963 ) - - Net carrying value 836 10,944,833 896 250 |
SEGMENTED INFORMATION (Tables)
SEGMENTED INFORMATION (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Segment Reporting [Abstract] | ||
Schedule of operation segment information [Table Text Block] | For the three months ended For the three months ended For the six months ended For the six months ended June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 Net Sales Commercial & Wholesale $ 10,797 $ - $ 18,755 $ - House of Brands 13,000 10,810 26,765 15,793 Pharmaceuticals - - - - Eliminations (2,337 ) (1,867 ) (4,741 ) (2,649 ) $ 21,460 $ 8,943 $ 40,779 $ 13,144 Net Loss Commercial & Wholesale $ (6,710 ) $ - $ (6,737 ) $ - House of Brands (28,763 ) (17,354 ) (29,118 ) (18,016 ) Pharmaceuticals (36 ) - (81 ) - Corp & Eliminations (1,482 ) (5,698 ) (4,242 ) (11,291 ) $ (36,991 ) $ (23,052 ) $ (40,178 ) $ (29,307 ) As at June 30, 2023 December 31, 2022 Assets Commercial & Wholesale $ 11,129 $ 22,225 House of Brands 16,317 48,950 Pharmaceuticals 1,159 3,313 Corp & Eliminations 1,874 6,499 $ 30,479 $ 80,987 | December 31, 2022 December 31, 2021 Net Sales Commercial & Wholesale $ 201 $ 3 House of Brands 40,531 6,254 Pharmaceuticals 2,543 3,190 Eliminations (6,104 ) (467 ) $ 37,171 $ 8,980 Gross Profit Commercial & Wholesale $ (150 ) $ (14 ) House of Brands 13,592 1,256 Pharmaceuticals 972 1,650 Corp & Eliminations - (467 ) $ 14,414 $ 2,425 Net Income (Loss) Commercial & Wholesale $ (1,643 ) $ (1,076 ) House of Brands (31,764 ) (1,197 ) Pharmaceuticals (1,229 ) 311 Corp & Eliminations (17,993 ) (19,399 ) $ (52,629 ) $ (21,361 ) |
Schedule of other significant items [Table Text Block] | Commercial & House of Pharmaceuticals Corporate & Consolidated 2022 Stock based compensation $ - $ - $ - $ 3,404 $ 3,404 Interest income (19 ) (20 ) (9 ) (8 ) (56 ) Income taxes (12 ) (1,393 ) (133 ) - (1,538 ) Depreciation and amortization 165 2,099 174 191 2,629 Unrealized loss from changes in fair value - - - 593 593 Total assets 22,225 48,950 3,313 6,499 80,987 2021 Stock based compensation $ - $ - $ - $ 1,340 $ 1,340 Interest expense 2 8 14 8 32 Income taxes - (127 ) 29 - (98 ) Depreciation and amortization 168 208 58 67 501 Unrealized loss from changes in fair value - - - 2,345 2,345 Total assets 3,040 36,912 4,602 40,925 85,479 | |
Schedule of disaggregation of net sales by geographic area [Table Text Block] | For the three months ended For the three months ended For the six months ended For the six months ended June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 Net Sales United States $ 10,352 $ 8,679 $ 21,351 $ 12,745 Germany 10,797 - 18,755 - United Kingdom 311 264 673 399 $ 21,460 $ 8,943 $ 40,779 $ 13,144 | December 31, 2022 December 31, 2021 Net Sales United States $ 32,504 $ 1,681 Germany 87 - Colombia 3,578 6,919 United Kingdom 1,002 - Canada - 380 $ 37,171 $ 8,980 December 31, 2022 December 31, 2021 Net Loss Before Income Taxes United States $ (27,867 ) $ (750 ) Germany (121 ) - Colombia (6,059 ) (3,312 ) United Kingdom (3,120 ) - Canada (17,000 ) (17,397 ) $ (54,167 ) $ (21,459 ) |
Schedule of disaggregation of long-lived assets by geographic area [Table Text Block] | December 31, 2022 December 31, 2021 Property, Plant and Equipment United States $ 759 $ 117 Germany 459 - Colombia 3,592 3,633 $ 4,810 $ 3,750 December 31, 2022 December 31, 2021 Other Long-lived Assets United States $ 33,332 $ 29,533 Germany 9,969 - Colombia 800 409 United Kingdom 191 - Canada 730 3,844 $ 45,022 $ 33,786 December 31, 2022 December 31, 2021 Total Assets United States $ 45,341 $ 31,847 Germany 19,382 - Colombia 8,122 12,439 United Kingdom 559 - Canada 7,583 41,193 $ 80,987 $ 85,479 |
BASIS OF PRESENTATION (Narrativ
BASIS OF PRESENTATION (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||||
Cash | $ 1,800 | $ 1,800 | ||||||
Net loss | (44,556) | $ (24,672) | (48,461) | $ (32,302) | $ (52,629) | $ (21,361) | ||
Net loss | (44,556) | $ (3,905) | $ (24,672) | $ (7,630) | (52,629) | $ (21,361) | ||
Accumulated deficit | $ (138,300) | $ (138,300) | $ (90,900) |
BASIS OF PRESENTATION (Schedule
BASIS OF PRESENTATION (Schedule of subsidiaries) (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Subsidiary 1 [Member] | |
Name Of Subsidiary | Cosechemos YA S.A.S. |
Country Of Incorporation | Colombia |
Ownership Of Subsidiary | 90% |
Functional Currency Of Subsidiary | Colombia Peso (COP) |
Subsidiary 15 [Member] | |
Name Of Subsidiary | High Roller Private Label LLC |
Country Of Incorporation | United States |
Ownership Of Subsidiary | 100% |
Functional Currency Of Subsidiary | United States Dollar (USD) |
Subsidiary 3 [Member] | |
Name Of Subsidiary | Hemp Textiles & Co. LLC |
Country Of Incorporation | United States |
Ownership Of Subsidiary | 100% |
Functional Currency Of Subsidiary | United States Dollar (USD) |
Subsidiary 4 [Member] | |
Name Of Subsidiary | Hemp Textiles & Co. S.A.S. |
Country Of Incorporation | Colombia |
Ownership Of Subsidiary | 100% |
Functional Currency Of Subsidiary | Colombia Peso (COP) |
Subsidiary 5 [Member] | |
Name Of Subsidiary | Flora Beauty LLC |
Country Of Incorporation | United States |
Ownership Of Subsidiary | 100% |
Functional Currency Of Subsidiary | United States Dollar (USD) |
Subsidiary 6 [Member] | |
Name Of Subsidiary | Flora Beauty LLC Sucursal Colombia |
Country Of Incorporation | Colombia |
Ownership Of Subsidiary | 100% |
Functional Currency Of Subsidiary | Colombia Peso (COP) |
Subsidiary 7 [Member] | |
Name Of Subsidiary | Kasa Wholefoods Company S.A.S. |
Country Of Incorporation | Colombia |
Ownership Of Subsidiary | 90% |
Functional Currency Of Subsidiary | Colombia Peso (COP) |
Subsidiary 8 [Member] | |
Name Of Subsidiary | Kasa Wholefoods Company LLC |
Country Of Incorporation | United States |
Ownership Of Subsidiary | 100% |
Functional Currency Of Subsidiary | United States Dollar (USD) |
Subsidiary 9 [Member] | |
Name Of Subsidiary | Grupo Farmaceutico Cronomed S.A.S. |
Country Of Incorporation | Colombia |
Ownership Of Subsidiary | 100% |
Functional Currency Of Subsidiary | Colombia Peso (COP) |
Subsidiary 10 [Member] | |
Name Of Subsidiary | Labcofarm Laboratories S.A.S. |
Country Of Incorporation | Colombia |
Ownership Of Subsidiary | 100% |
Functional Currency Of Subsidiary | Colombia Peso (COP) |
Subsidiary 11 [Member] | |
Name Of Subsidiary | Breeze Laboratory S.A.S |
Country Of Incorporation | Colombia |
Ownership Of Subsidiary | 100% |
Functional Currency Of Subsidiary | Colombia Peso (COP) |
Subsidiary 12 [Member] | |
Name Of Subsidiary | Vessel Brand Inc. |
Country Of Incorporation | United States |
Ownership Of Subsidiary | 100% |
Functional Currency Of Subsidiary | United States Dollar (USD) |
Subsidiary 2 [Member] | |
Name Of Subsidiary | Flora Growth Corp. Sucursal Colombia |
Country Of Incorporation | Colombia |
Ownership Of Subsidiary | 100% |
Functional Currency Of Subsidiary | Colombia Peso (COP) |
Subsidiary 14 [member] | |
Name Of Subsidiary | Just Brands International LTD |
Country Of Incorporation | United Kingdom |
Ownership Of Subsidiary | 100% |
Functional Currency Of Subsidiary | British Pound (GBP) |
Subsidiary 13 [Member] | |
Name Of Subsidiary | Just Brands LLC |
Country Of Incorporation | United States |
Ownership Of Subsidiary | 100% |
Functional Currency Of Subsidiary | United States Dollar (USD) |
Subsidiary 16 [Member] | |
Name Of Subsidiary | Flora Growth US Holdings Corp. |
Country Of Incorporation | United States |
Ownership Of Subsidiary | 100% |
Functional Currency Of Subsidiary | United States Dollar (USD) |
Subsidiary 17 [Member] | |
Name Of Subsidiary | Flora Growth Management Corp. |
Country Of Incorporation | United States |
Ownership Of Subsidiary | 100% |
Functional Currency Of Subsidiary | United States Dollar (USD) |
Subsidiary 18 [Member] | |
Name Of Subsidiary | Cardiff Brand Corp. |
Country Of Incorporation | United States |
Ownership Of Subsidiary | 100% |
Functional Currency Of Subsidiary | United States Dollar (USD) |
Subsidiary 19 [Member] | |
Name Of Subsidiary | Keel Brand Corp. |
Country Of Incorporation | United States |
Ownership Of Subsidiary | 100% |
Functional Currency Of Subsidiary | United States Dollar (USD) |
Subsidiary 20 [Member] | |
Name Of Subsidiary | Flora Growth F&B Corp. |
Country Of Incorporation | United States |
Ownership Of Subsidiary | 100% |
Functional Currency Of Subsidiary | United States Dollar (USD) |
Subsidiary 21 [Member] | |
Name Of Subsidiary | Masaya Holding Corp |
Country Of Incorporation | United States |
Ownership Of Subsidiary | 100% |
Functional Currency Of Subsidiary | United States Dollar (USD) |
Subsidiary 22 [Member] | |
Name Of Subsidiary | Franchise Global Health Inc. |
Country Of Incorporation | Canada |
Ownership Of Subsidiary | 100% |
Functional Currency Of Subsidiary | Canadian Dollar (CAD) |
Subsidiary 23 [Member] | |
Name Of Subsidiary | Harmony Health One Inc. |
Country Of Incorporation | Canada |
Ownership Of Subsidiary | 100% |
Functional Currency Of Subsidiary | Canadian Dollar (CAD) |
Subsidiary 24 [Member] | |
Name Of Subsidiary | ACA Mueller ADAG Pharma Vertriebs GmbH |
Country Of Incorporation | Germany |
Ownership Of Subsidiary | 100% |
Functional Currency Of Subsidiary | Euro (EUR) |
Subsidiary 25 [Member] | |
Name Of Subsidiary | Sativa Verwaltungs GmbH |
Country Of Incorporation | Germany |
Ownership Of Subsidiary | 100% |
Functional Currency Of Subsidiary | Euro (EUR) |
Subsidiary 26 [Member] | |
Name Of Subsidiary | Sativa Verwaltungs GmbH and Co. KG |
Country Of Incorporation | Germany |
Ownership Of Subsidiary | 100% |
Functional Currency Of Subsidiary | Euro (EUR) |
Subsidiary 27 [Member] | |
Name Of Subsidiary | CBD Med Therapeutics Inc. |
Country Of Incorporation | Canada |
Ownership Of Subsidiary | 100% |
Functional Currency Of Subsidiary | Canadian Dollar (CAD) |
Subsidiary 28 [Member] | |
Name Of Subsidiary | Fayber Technologies Canada Inc. |
Country Of Incorporation | Canada |
Ownership Of Subsidiary | 100% |
Functional Currency Of Subsidiary | Canadian Dollar (CAD) |
Subsidiary 29 [Member] | |
Name Of Subsidiary | Catalunia SAS |
Country Of Incorporation | Colombia |
Ownership Of Subsidiary | 100% |
Functional Currency Of Subsidiary | Colombia Peso (COP) |
Subsidiary 30 [Member] | |
Name Of Subsidiary | Green CannaHealth SAS |
Country Of Incorporation | Colombia |
Ownership Of Subsidiary | 100% |
Functional Currency Of Subsidiary | Colombia Peso (COP) |
Subsidiary 31 [Member] | |
Name Of Subsidiary | Klokken Aarhus Inc. |
Country Of Incorporation | Canada |
Ownership Of Subsidiary | 100% |
Functional Currency Of Subsidiary | Canadian Dollar (CAD) |
Subsidiary 32 [Member] | |
Name Of Subsidiary | Rangers Pharmaceuticals A/S |
Country Of Incorporation | Denmark |
Ownership Of Subsidiary | 100% |
Functional Currency Of Subsidiary | Danish Krone (DAK) |
Subsidiary 33 [Member] | |
Name Of Subsidiary | 1200325 B.C. LTD. |
Country Of Incorporation | Canada |
Ownership Of Subsidiary | 100% |
Functional Currency Of Subsidiary | Canadian Dollar (CAD) |
Subsidiary 34 [Member] | |
Name Of Subsidiary | Phatebo |
Country Of Incorporation | Germany |
Ownership Of Subsidiary | 100% |
Functional Currency Of Subsidiary | Euro (EUR) |
Subsidiary 35 [Member] | |
Name Of Subsidiary | Franchise Cannabis Corp. |
Country Of Incorporation | Canada |
Ownership Of Subsidiary | 100% |
Functional Currency Of Subsidiary | Canadian Dollar (CAD) |
SIGNIFICANT ACCOUNTING POLICI_4
SIGNIFICANT ACCOUNTING POLICIES (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
SIGNIFICANT ACCOUNTING POLICIES | ||
Advertising costs | $ 4.7 | $ 1 |
SIGNIFICANT ACCOUNTING POLICI_5
SIGNIFICANT ACCOUNTING POLICIES (Schedule of assets estimated useful lives) (Details) | Dec. 31, 2022 |
Vehicle [Member] | |
Estimated useful lives | 5 years |
Building [Member] | |
Estimated useful lives | 30 years |
Machinery and office equipment [Member] | Minimum [Member] | |
Estimated useful lives | 5 years |
Machinery and office equipment [Member] | Maximum [Member] | |
Estimated useful lives | 10 years |
SIGNIFICANT ACCOUNTING POLICI_6
SIGNIFICANT ACCOUNTING POLICIES (Schedule of intangible assets estimated useful lives) (Details) | Dec. 31, 2022 |
Patents and developed technology [Member] | |
Estimated useful lives of finite-lived intangible assets | 9 years |
Non-Compete Agreements [Member] | |
Estimated useful lives of finite-lived intangible assets | 3 years |
Customer relationships [Member] | Minimum [Member] | |
Estimated useful lives of finite-lived intangible assets | 5 years |
Customer relationships [Member] | Maximum [Member] | |
Estimated useful lives of finite-lived intangible assets | 10 years |
Trademarks and brands [Member] | Minimum [Member] | |
Estimated useful lives of finite-lived intangible assets | 8 years |
Trademarks and brands [Member] | Maximum [Member] | |
Estimated useful lives of finite-lived intangible assets | 10 years |
Licenses [Member] | Minimum [Member] | |
Estimated useful lives of finite-lived intangible assets | 5 years |
Licenses [Member] | Maximum [Member] | |
Estimated useful lives of finite-lived intangible assets | 10 years |
ASSETS HELD FOR SALE AND DISC_3
ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS (Narrative) (Details) $ in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | |||
Aug. 03, 2023 CAD ($) | Jul. 05, 2023 CAD ($) | Jul. 05, 2023 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2023 USD ($) | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Loss on disposal of discontinued operations | $ 1.9 | $ 1.9 | |||
Subsequent Event [Member] | Share Purchase Agreement [Member] | Lisan Farma Colombia LLC [Member] | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Purchase price | $ 0.5 | $ 0.8 | $ 0.6 |
ASSETS HELD FOR SALE AND DISC_4
ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS (Schedule of major classes of assets and liabilities held for sale) (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Jun. 30, 2022 |
Assets held for sale | |||
Cash | $ 448 | $ 381 | |
Discontinued Operations, Held-for-Sale [Member] | Share Purchase Agreement [Member] | Lisan Farma Colombia LLC [Member] | Colombian related subsidiaries and Colombian assets [Member] | |||
Assets held for sale | |||
Cash | 448 | $ 602 | |
Trade and amounts receivable | 633 | 1,592 | |
Prepaid expenses and other current assets | 115 | 174 | |
Inventory | 582 | 1,341 | |
Total current assets held for sale | 1,778 | 3,709 | |
Property, plant and equipment | 0 | 3,592 | |
Operating lease right of use assets | 0 | 419 | |
Intangible assets | 0 | 358 | |
Other assets | 0 | 23 | |
Total noncurrent assets held for sale | 0 | 4,392 | |
Total assets held for sale | 1,778 | 8,101 | |
Liabilities held for sale | |||
Current portion of long-term debt | 38 | 0 | |
Current portion of operating lease liability | 370 | 72 | |
Other accrued liabilities | 767 | 538 | |
Total current liabilities held for sale | 1,175 | 610 | |
Non-current operating lease liability | 0 | 308 | |
Total liabilities held for sale | $ 1,175 | $ 918 |
ASSETS HELD FOR SALE AND DISC_5
ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS (Schedule of loss from discontinued operations) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Loss on disposal of discontinued operations | $ 1,900 | $ 1,900 | ||
Loss from discontinued operations | (7,565) | $ (1,620) | (8,283) | $ (2,995) |
Discontinued Operations, Held-for-Sale [Member] | Share Purchase Agreement [Member] | Lisan Farma Colombia LLC [Member] | Colombian related subsidiaries and Colombian assets [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Revenue | 662 | 1,028 | 1,450 | 1,773 |
Cost of sales | 466 | 471 | 1,123 | 774 |
Gross profit from discontinued operations | 196 | 557 | 327 | 999 |
Consulting and management fees | 307 | 683 | 676 | 1,267 |
Professional fees | 46 | 120 | 82 | 391 |
General and administrative | 105 | 419 | 282 | 769 |
Promotion and communication | 8 | 131 | 14 | 305 |
Operating lease expense | 43 | 106 | 93 | 122 |
Depreciation and amortization | 70 | 186 | 148 | 296 |
Bad debt expense | 565 | 150 | 565 | 150 |
Asset impairment | 4,704 | 0 | 4,704 | 0 |
Other (income) expense | 2 | 363 | 124 | 666 |
Operating loss from discontinued operations | (5,654) | (1,601) | (6,361) | (2,967) |
Interest (income) expense | 2 | 19 | 2 | 28 |
Net loss before income taxes | (5,656) | (1,620) | (6,363) | (2,995) |
Loss on disposal of discontinued operations | 1,909 | 0 | 1,909 | 0 |
Income tax expense | 0 | 0 | 11 | 0 |
Loss from discontinued operations | $ (7,565) | $ (1,620) | $ (8,283) | $ (2,995) |
ASSETS HELD FOR SALE AND DISC_6
ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS (Schedule of significant operating and investing items) (Details) - Discontinued Operations, Held-for-Sale [Member] - Share Purchase Agreement [Member] - Lisan Farma Colombia Llc [Member] - Colombian related subsidiaries and Colombian assets [Member] - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Operating Activities Of Discontinued Operations [Abstract] | ||||
Depreciation and amortization | $ 148 | $ 296 | ||
Bad debt expense | $ 565 | $ 150 | 565 | 150 |
Asset impairment | $ 4,704 | $ 0 | 4,704 | 0 |
Investing Activities Of Discontinued Operations [Abstract] | ||||
Purchases of property, plant and equipment | $ 92 | $ 579 |
TRADE AND AMOUNTS RECEIVABLE (N
TRADE AND AMOUNTS RECEIVABLE (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | |
TRADE AND AMOUNTS RECEIVABLE | |||
Write-offs of trade receivables | $ 0.1 | $ 0.1 | |
Trade receivables write-off | $ 0.2 |
TRADE AND AMOUNTS RECEIVABLE (S
TRADE AND AMOUNTS RECEIVABLE (Schedule of trade and other receivables) (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
TRADE AND AMOUNTS RECEIVABLE | |||
Trade accounts receivable | $ 3,894 | $ 4,288 | $ 5,565 |
Allowance for expected credit losses | (1,346) | (1,385) | (1,252) |
HST/VAT receivable | 2,126 | 2,294 | 259 |
Other receivables | 180 | 62 | 752 |
Total | $ 4,854 | $ 5,259 | $ 5,324 |
TRADE AND AMOUNTS RECEIVABLE _2
TRADE AND AMOUNTS RECEIVABLE (Schedule of aging of trade accounts receivable) (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Financing Receivable, Past Due [Line Items] | |||
Total trade receivables | $ 3,894 | $ 4,288 | $ 5,565 |
Current [Member] | |||
Financing Receivable, Past Due [Line Items] | |||
Total trade receivables | 672 | 1,398 | |
1-30 Days [Member] | |||
Financing Receivable, Past Due [Line Items] | |||
Total trade receivables | 924 | 1,194 | |
31-60 Days [Member] | |||
Financing Receivable, Past Due [Line Items] | |||
Total trade receivables | 432 | 728 | |
61-90 Days [Member] | |||
Financing Receivable, Past Due [Line Items] | |||
Total trade receivables | 197 | 191 | |
91-180 Days [Member] | |||
Financing Receivable, Past Due [Line Items] | |||
Total trade receivables | 570 | 408 | |
180+ Days [Member] | |||
Financing Receivable, Past Due [Line Items] | |||
Total trade receivables | $ 1,099 | $ 2,848 |
TRADE AND AMOUNTS RECEIVABLE _3
TRADE AND AMOUNTS RECEIVABLE (Schedule of allowance for expected credit losses) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
TRADE AND AMOUNTS RECEIVABLE | ||
Trade receivable beginning balance | $ (1,252) | $ 0 |
Current period additions for expected credit losses | (2,002) | (1,252) |
Write-offs charges against allowance | 205 | 0 |
Recoveries collected | 50 | 0 |
Foreign exchange impacts | 11 | 0 |
Trade Receivable, Ending balance | $ (2,988) | $ (1,252) |
INVENTORY (Narrative) (Details)
INVENTORY (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
INVENTORY | ||
Write-downs To Cost Of Sales For Impairmen Of Inventory | $ 1.1 | $ 0.1 |
Inventory Expensed To Cost Of Sales | $ 17.6 | $ 6.3 |
INVENTORY (Schedule of inventor
INVENTORY (Schedule of inventory) (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | |||
Raw materials and supplies | $ 1,669 | $ 2,363 | $ 899 |
Harvested Cannabis | 120 | 72 | |
Work In Progress | 6 | 97 | |
Finished goods | 7,015 | 6,384 | 1,962 |
Total | $ 8,684 | $ 8,747 | $ 3,030 |
PROPERTY PLANT AND EQUIPMENT (N
PROPERTY PLANT AND EQUIPMENT (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
PROPERTY PLANT AND EQUIPMENT | ||||||
Depreciation expense | $ 0.1 | $ 0.1 | $ 0.1 | $ 0.1 | $ 0.5 | $ 0.2 |
Impairment of property plant and equipment | $ 0.2 | $ 0.2 | $ 0.1 | $ 0 |
PROPERTY PLANT AND EQUIPMENT (S
PROPERTY PLANT AND EQUIPMENT (Schedule of property, plant and equipment) (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment | $ 1,136 | $ 1,426 | $ 3,973 |
Less: accumulated depreciation | (185) | (208) | (223) |
Property, plant and equipment, net | 951 | 1,218 | 3,750 |
Land [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment | 296 | 291 | 112 |
Buildings [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment | 0 | 0 | 928 |
Machinery and office equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment | 759 | 1,098 | 1,991 |
Vehicle [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment | $ 81 | 37 | 37 |
Construction in progress [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment | $ 0 | $ 905 |
INVESTMENTS (Narrative) (Detail
INVESTMENTS (Narrative) (Details) $ / shares in Units, € in Millions, $ in Millions | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 USD ($) | Dec. 31, 2022 EUR (€) | Dec. 31, 2022 USD ($) | Dec. 31, 2022 $ / shares | Dec. 31, 2022 USD ($) $ / shares shares | |
Number of warrants | shares | 225,000 | ||||
Purchase of common stock | € 2 | $ 2.4 | |||
Investment description | The Company owned approximately 9.6% of the investee, or approximately 9% on a diluted basis including exercisable warrants of other investors. | the Company owns approximately 9.6% of the investee, or approximately 9% on a diluted basis including exercisable warrants of the Company and other investors. | the Company owns approximately 9.6% of the investee, or approximately 9% on a diluted basis including exercisable warrants of the Company and other investors. | ||
Cumulative Impairment | $ 2.2 | ||||
Net carrying value | $ 0.7 | ||||
Description of impairment | The initial investment multiples were compared to the guideline public company multiples observed as at June 30, 2023 (0.4 price to book value and 0.5 price to tangible value), with these updated valuation multiples applied to the investee's estimated book value. | the investee common shares were valued considering price to book value and price to tangible book value of the investee (3.6 and 4.8, respectively) as well as comparable guideline publicly traded companies at the time of initial investment. These initial investment multiples were compared to the guideline public company multiples observed as at December 31, 2022 (1.4 price to book value and 2.0 price to tangible value), with these updated valuation multiples applied to the investee's estimated book value. | the investee common shares were valued considering price to book value and price to tangible book value of the investee (3.6 and 4.8, respectively) as well as comparable guideline publicly traded companies at the time of initial investment. These initial investment multiples were compared to the guideline public company multiples observed as at December 31, 2022 (1.4 price to book value and 2.0 price to tangible value), with these updated valuation multiples applied to the investee's estimated book value. | ||
Impairment of investment | $ 0.5 | ||||
First Tranche [Member] | |||||
Share price per share | (per share) | $ 0.3 | $ 0.22 | |||
Second Tranche [Member] | |||||
Share price per share | (per share) | $ 1 | $ 0.74 |
INVESTMENTS (Schedule of fair v
INVESTMENTS (Schedule of fair value of the warrants) (Details) $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) $ / shares | |
Warrants CAD 0.30 [Member] | |
Share price | $ 0.21 |
Exercise price | $ 0.22 |
Volatility | 100% |
Risk-free interest rate | 4.10% |
Dividend yield | 0% |
Expected term in years | 1 month 6 days |
Fair value | $ 0.02 |
Quantity owned | $ | $ 1,666,667 |
Fair value | $ | $ 34,000 |
Warrants CAD 1.00 [Member] | |
Share price | $ 0.21 |
Exercise price | $ 0.74 |
Volatility | 100% |
Risk-free interest rate | 4.10% |
Dividend yield | 0% |
Expected term in years | 1 month 6 days |
Fair value | $ 0 |
Quantity owned | $ | $ 333,333 |
Fair value | $ | $ 0 |
INVESTMENTS (Schedule of invest
INVESTMENTS (Schedule of investments activity) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Investments in and Advances to Affiliates, Activity [Line Items] | ||||||
Impairment | $ 34,941 | $ 15,652 | $ 34,941 | $ 15,652 | ||
Warrants CAD 0.30 [Member] | ||||||
Investments in and Advances to Affiliates, Activity [Line Items] | ||||||
Investments, Beginning Balance | 1,666,667 | |||||
Investments, Ending Balance | $ 1,666,667 | |||||
Warrants CAD 1.00 [Member] | ||||||
Investments in and Advances to Affiliates, Activity [Line Items] | ||||||
Investments, Beginning Balance | 333,333 | |||||
Investments, Ending Balance | 333,333 | |||||
Level 3 [Member] | ||||||
Investments in and Advances to Affiliates, Activity [Line Items] | ||||||
Investments, Beginning Balance | 764 | 2,670 | 2,670 | $ 0 | ||
Purchases | 4,937 | |||||
Exercise of warrant | 179 | |||||
Impairment | (1,257) | (939) | ||||
Loss on changes in fair value | (564) | (649) | (1,507) | |||
Investments, Ending Balance | 200 | 200 | 764 | 2,670 | ||
Level 3 [Member] | Investee Common Shares [Member] | ||||||
Investments in and Advances to Affiliates, Activity [Line Items] | ||||||
Investments, Beginning Balance | 730 | 1,987 | 1,987 | 0 | ||
Purchases | 2,430 | |||||
Exercise of warrant | 496 | |||||
Impairment | (1,257) | (939) | ||||
Loss on changes in fair value | (530) | 0 | 0 | |||
Investments, Ending Balance | 200 | 200 | 730 | 1,987 | ||
Level 3 [Member] | Warrants CAD 0.30 [Member] | ||||||
Investments in and Advances to Affiliates, Activity [Line Items] | ||||||
Investments, Beginning Balance | 34 | 625 | 625 | 0 | ||
Purchases | 2,507 | |||||
Exercise of warrant | (418) | |||||
Impairment | 0 | 0 | ||||
Loss on changes in fair value | (34) | (591) | (1,464) | |||
Investments, Ending Balance | 0 | 0 | 34 | 625 | ||
Level 3 [Member] | Warrants CAD 1.00 [Member] | ||||||
Investments in and Advances to Affiliates, Activity [Line Items] | ||||||
Investments, Beginning Balance | 0 | $ 58 | 58 | 0 | ||
Purchases | 0 | |||||
Exercise of warrant | 101 | |||||
Impairment | 0 | 0 | ||||
Loss on changes in fair value | 0 | (58) | (43) | |||
Investments, Ending Balance | $ 0 | $ 0 | $ 0 | $ 58 |
ASSET ACQUISITIONS AND BUSINE_3
ASSET ACQUISITIONS AND BUSINESS COMBINATIONS (Narrative) (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||||||
Mar. 01, 2023 USD ($) | Dec. 31, 2022 USD ($) $ / shares | Nov. 12, 2021 USD ($) shares | Dec. 23, 2022 USD ($) shares | Jul. 20, 2022 USD ($) | Feb. 24, 2022 USD ($) Trials $ / shares shares | Jan. 31, 2022 USD ($) shares | Jan. 18, 2022 shares | Jun. 30, 2023 USD ($) $ / shares | Mar. 31, 2023 USD ($) | Jun. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) | Jun. 30, 2023 USD ($) Trials $ / shares | Jun. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) | Jun. 21, 2022 $ / shares | Jan. 12, 2021 USD ($) | |
Business Acquisition [Line Items] | ||||||||||||||||||
Share based compensation | $ 338 | $ 1,263 | $ 992 | $ 2,789 | $ 3,404 | $ 1,340 | ||||||||||||
Purchase consideration, Total | 9,800 | |||||||||||||||||
Consideration | 2,600 | |||||||||||||||||
Common stock value | $ 0 | 0 | 0 | 0 | 0 | |||||||||||||
Revenue | 21,460 | 8,943 | 40,779 | 13,144 | 37,171 | 8,980 | ||||||||||||
Comprehensive Loss | 300 | |||||||||||||||||
Purchased assets | 80,987 | 30,479 | 30,479 | $ 80,987 | 85,479 | |||||||||||||
Laboratory assets | $ 400 | |||||||||||||||||
Number of stock option exercise | shares | 200 | |||||||||||||||||
Shares Issued, Price Per Share | $ / shares | $ 0.05 | |||||||||||||||||
Property, Plant And Equipment | $ 1,500 | |||||||||||||||||
Property, Plant And Equipment | $ 1,218 | 951 | 951 | $ 1,218 | 3,750 | |||||||||||||
Professional fees | 668 | 727 | 665 | 1,705 | $ 4,398 | 4,269 | ||||||||||||
Net Assets Acquired | 100% | |||||||||||||||||
Flora Growth Corp. | (44,556) | $ (3,905) | (24,672) | $ (7,630) | $ (52,629) | (21,361) | ||||||||||||
Net loss | (44,556) | $ (24,672) | (48,461) | $ (32,302) | (52,629) | (21,361) | ||||||||||||
Grupo Farmaceutico Cronomed S.A.S [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Revenue | 84,500 | 45,800 | ||||||||||||||||
Comprehensive Loss | $ 72,200 | 34,000 | ||||||||||||||||
Breeze Laboratory S.A.S. [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Common shares in purchase consideration | shares | 43,525,951 | |||||||||||||||||
Equity interests own | 10% | |||||||||||||||||
Share price per share | $ / shares | $ 0.23 | $ 1.82 | $ 0.23 | |||||||||||||||
Common share volatility | 100% | 110% | ||||||||||||||||
Discount | $ 300 | $ 300 | ||||||||||||||||
Company Granted Common Shares | shares | 100,000 | 100,000 | ||||||||||||||||
Number of stock option exercise | shares | 50,000 | |||||||||||||||||
Shares Issued, Price Per Share | $ / shares | $ 1.7 | $ 1.7 | ||||||||||||||||
Risk free rate | 1.50% | 4.70% | ||||||||||||||||
Net loss | $ 26,400 | |||||||||||||||||
FLORA Breeze Laboratory [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Remaining percentage of acquisition | 10% | |||||||||||||||||
Common share issued for acquisition | shares | 100,000 | |||||||||||||||||
Original Hemp asset acquisition [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Purchase consideration | $ 300 | |||||||||||||||||
Amount payable of net profits | 50% | |||||||||||||||||
Cash paid | $ 200 | |||||||||||||||||
Amount payable of profits for additional amount | 10% | |||||||||||||||||
Additional paid amount | $ 400 | |||||||||||||||||
Maximum payment accumulated for valuation | 600 | |||||||||||||||||
Acquisition fair value | 300 | |||||||||||||||||
Outstanding balance | $ 300 | $ 300 | ||||||||||||||||
Intangible asset | $ 194 | |||||||||||||||||
Original Hemp asset acquisition [Member] | Minimum [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Discount rate | 17% | |||||||||||||||||
Original Hemp asset acquisition [Member] | Maximum [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Discount rate | 31.50% | |||||||||||||||||
Franchise Global Health Inc. ("FGH") business combination [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Common shares in purchase consideration | shares | 2,176,297 | |||||||||||||||||
Purchase consideration, Total | $ 9,800 | |||||||||||||||||
Cash | $ 16,000 | 16,000 | ||||||||||||||||
Fair Value Discount | 7.50% | |||||||||||||||||
Liabilities | 5,000 | 5,000 | ||||||||||||||||
Trade payables and accrued liabilities | $ 3,400 | |||||||||||||||||
Indemnification receivables | 3,400 | 3,400 | 3,400 | |||||||||||||||
Intangible asset | 6,102 | 6,102 | 6,102 | |||||||||||||||
Company Granted Common Shares | shares | 30,282 | |||||||||||||||||
Revenue | 100 | 40,300 | ||||||||||||||||
Comprehensive Loss | (100) | |||||||||||||||||
Intangible Assets | 6,100 | 6,100 | ||||||||||||||||
Trade payables and accrued liabilities | 3,400 | 3,400 | ||||||||||||||||
Professional fees | 300 | |||||||||||||||||
Net loss | 19,000 | |||||||||||||||||
Franchise Global Health Inc. ("FGH") business combination [Member] | Supplier Relationships [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Intangible asset | 2,400 | |||||||||||||||||
Intangible Assets | 2,400 | 2,400 | ||||||||||||||||
Franchise Global Health Inc. ("FGH") business combination [Member] | Customer Relationships [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Intangible asset | 2,300 | |||||||||||||||||
Intangible Assets | 2,300 | 2,300 | ||||||||||||||||
Franchise Global Health Inc. ("FGH") business combination [Member] | Licenses [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Intangible asset | 1,400 | |||||||||||||||||
Intangible Assets | $ 1,400 | 1,400 | ||||||||||||||||
Franchise Global Health Inc. ("FGH") business combination [Member] | Maximum [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Liabilities | $ 5,000 | |||||||||||||||||
Just Brands LLC and High Roller Private Label LLC business combination [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Risk-free interest rate | 1.50% | 5.50% | ||||||||||||||||
Purchase consideration | $ 4,000 | |||||||||||||||||
Share based compensation | $ 37,000 | $ 34,400 | 4,000 | |||||||||||||||
Weighted average price | $ / shares | $ 5 | $ 100 | $ 5 | |||||||||||||||
Net asset acquired | 100% | |||||||||||||||||
Cash | $ 16,000 | |||||||||||||||||
Working capital | $ 200 | $ 200 | $ 200 | |||||||||||||||
Number of common shares in purchase consideration | shares | 475,000 | |||||||||||||||||
Value of common shares in purchase consideration | $ 14,700 | |||||||||||||||||
Fair Value Discount | 15% | |||||||||||||||||
Additional common shares | 47,500 | $ 47,500 | $ 47,500 | |||||||||||||||
Common shares delivered to sellers | shares | 475,000 | |||||||||||||||||
Description of shares | Company be required to issue more than 182,500 common shares unless, if required by applicable law, it shall have obtained the consent of the Company's shareholders to do so. In the event the Company is required to deliver in excess of 182,500 shares | Company be required to issue more than 3.65 million common shares unless it shall have obtained the consent of the Company's shareholders to do so. In the event the Company is required to deliver in excess of 3.65 million shares | ||||||||||||||||
Number of trials | Trials | 100,000 | 100,000 | ||||||||||||||||
Share price per share | $ / shares | $ 36.4 | $ 2.38 | $ 2.38 | |||||||||||||||
Common share volatility | 100% | 110% | ||||||||||||||||
Contingent consideration | $ 1,500 | |||||||||||||||||
Unrealized losses on securities | 1,100 | $ 1,300 | ||||||||||||||||
Discount | $ 300 | |||||||||||||||||
Intangible asset | 4,533 | 4,533 | 4,533 | |||||||||||||||
Common stock value | $ 14,700 | 14,700 | ||||||||||||||||
Revenue | $ 5,200 | |||||||||||||||||
Common shares delivered to the sellers | shares | 9,500,000 | |||||||||||||||||
Comprehensive Loss | $ 6,500 | |||||||||||||||||
Percentage of acquisition | 100% | 100% | ||||||||||||||||
Professional fees | $ 600 | |||||||||||||||||
Net loss | 1,600 | |||||||||||||||||
Just Brands LLC and High Roller Private Label LLC business combination [Member] | Tradename [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Intangible asset | 3,100 | |||||||||||||||||
Just Brands LLC and High Roller Private Label LLC business combination [Member] | Customer Relationships [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Intangible asset | 1,200 | |||||||||||||||||
Just Brands LLC and High Roller Private Label LLC business combination [Member] | Know How [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Intangible asset | $ 200 | |||||||||||||||||
Intangible Assets | $ 200 | 200 | ||||||||||||||||
Just Brands LLC and High Roller Private Label LLC business combination [Member] | Minimum [Member] | Tradename [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Intangible Assets | 3,100 | 3,100 | ||||||||||||||||
No Cap Hemp Co [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Share based compensation | $ 900 | |||||||||||||||||
Outstanding balance | 900 | 900 | ||||||||||||||||
Equity interests own | 10% | |||||||||||||||||
Breeze vendors payment | $ 2,000 | |||||||||||||||||
Contingent consideration | 500 | |||||||||||||||||
Unrealized losses on securities | $ 400 | |||||||||||||||||
Discount | 200 | 200 | 200 | |||||||||||||||
Intangible asset | 0 | 0 | ||||||||||||||||
Advanced payable | $ 200 | $ 200 | ||||||||||||||||
Description of discount rates | the $2.0 million maximum payment and discount rates of 23.5%, high, and 14.3%, low, to estimate the present value of the future cash outflows. The resulting acquisition date fair value of $0.9 million | the $2.0 million maximum payment and discount rates of 23.5%, high, and 14.3%, low, to estimate the present value of the future cash outflows. The resulting acquisition date fair value of $0.9 million | ||||||||||||||||
Revenue | $ 1,900 | $ 600 | ||||||||||||||||
Comprehensive Loss | 100 | |||||||||||||||||
Purchased assets | 200 | 200 | ||||||||||||||||
Paid Amount To Breeze Vendor | 2,000 | |||||||||||||||||
Net loss | 1,000 | |||||||||||||||||
No Cap Hemp Co [Member] | Minimum [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Discount rate | 14.30% | |||||||||||||||||
No Cap Hemp Co [Member] | Maximum [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Discount rate | 23.50% | |||||||||||||||||
Just Brands and High Roller Private Label | Customer Relationships [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Intangible Assets | 1,200 | $ 1,200 | ||||||||||||||||
Vessel Brand, Inc [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Share based compensation | $ 28,700 | |||||||||||||||||
Net asset acquired | 100% | |||||||||||||||||
Fair Value Discount | 15% | |||||||||||||||||
Intangible asset | 9,150 | $ 9,150 | ||||||||||||||||
Revenue | 6,500 | |||||||||||||||||
Combined Revenue | 1,500 | |||||||||||||||||
Shares Issued | shares | 3,600,000 | |||||||||||||||||
Purchase Consideration Comprised | $ 8,000 | |||||||||||||||||
Purchase Consideration Comprised Share | shares | 4,557,000 | |||||||||||||||||
Company Valued | $ 20,700 | |||||||||||||||||
Intangible Assets | 9,200 | |||||||||||||||||
Flora Growth Corp. | $ 1,100 | |||||||||||||||||
Vessel Brand, Inc [Member] | Real Estate Assets [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Property, Plant And Equipment | 1,100 | 1,100 | ||||||||||||||||
Vessel Brand, Inc [Member] | Tradename [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Intangible Assets | 2,100 | 2,100 | ||||||||||||||||
Vessel Brand, Inc [Member] | Customer Relationships [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Intangible Assets | 1,600 | 1,600 | ||||||||||||||||
Vessel Brand, Inc [Member] | Patents And Developed Technology [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Intangible Assets | 4,300 | 4,300 | ||||||||||||||||
Vessel Brand, Inc [Member] | Noncompete Agreement | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Intangible Assets | $ 1,200 | $ 1,200 | ||||||||||||||||
Flora Beauty [Member] | FLORA Breeze Laboratory [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Percentage of acquisition | 13% |
ASSET ACQUISITIONS AND BUSINE_4
ASSET ACQUISITIONS AND BUSINESS COMBINATIONS (Schedule of major class of assets acquired and liabilities) (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Mar. 01, 2023 | Dec. 31, 2022 | Dec. 23, 2022 | Jul. 20, 2022 | Feb. 24, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Non-current assets | ||||||||
Goodwill | $ 0 | $ 23,372 | $ 20,054 | $ 430 | ||||
Original Hemp asset acquisition [Member] | ||||||||
Current assets | ||||||||
Inventory | $ 109 | |||||||
Non-current assets | ||||||||
Intangible asset | 194 | |||||||
Current liabilities | ||||||||
Total net assets acquired | $ 303 | |||||||
Franchise Global Health Inc. ("FGH") business combination [Member] | ||||||||
Current assets | ||||||||
Cash | 730 | $ 730 | ||||||
Trade receivables | 2,271 | 2,271 | ||||||
Inventory | 2,019 | 2,019 | ||||||
Indemnity receivables | 3,415 | 3,415 | ||||||
Prepaid assets | 139 | 139 | ||||||
Non-current assets | ||||||||
Property, plant, and equipment | 452 | 452 | ||||||
Right of use assets | 115 | 115 | ||||||
Intangible asset | 6,102 | 6,102 | ||||||
Goodwill | 3,716 | 3,716 | ||||||
Total assets | 18,959 | 18,959 | ||||||
Current liabilities | ||||||||
Trade payables and accrued liabilities | (6,245) | (6,245) | ||||||
Current lease liabilities | (98) | (98) | ||||||
Current portion of debt | (1,062) | (1,062) | ||||||
Long term lease liability | (21) | (21) | ||||||
Deferred Tax | (1,717) | (1,717) | ||||||
Total liabilities | (9,143) | (9,143) | ||||||
Total net assets acquired | 9,816 | $ 9,816 | ||||||
Just Brands LLC and High Roller Private Label LLC business combination [Member] | ||||||||
Current assets | ||||||||
Cash | 535 | $ 535 | ||||||
Trade receivables | 975 | 975 | ||||||
Inventory | 5,534 | 5,534 | ||||||
Other current assets | 540 | 540 | ||||||
Non-current assets | ||||||||
Property, plant, and equipment | 536 | 536 | ||||||
Right of use assets | 772 | 772 | ||||||
Other non-current assets | 127 | 127 | ||||||
Intangible asset | 4,533 | 4,533 | ||||||
Goodwill | 24,898 | 24,898 | ||||||
Total assets | 38,450 | 38,450 | ||||||
Current liabilities | ||||||||
Trade payables and accrued liabilities | (2,273) | (2,273) | ||||||
Current lease liabilities | (644) | (644) | ||||||
Provision for sales tax | (982) | (982) | ||||||
Deferred Tax | (24) | (24) | ||||||
Other current liabilities | (99) | (99) | ||||||
Total liabilities | (4,022) | (4,022) | ||||||
Total net assets acquired | 34,428 | $ 34,428 | ||||||
No Cap Hemp Co. business combination [Member] | ||||||||
Current assets | ||||||||
Trade receivables | 31 | $ 31 | ||||||
Inventory | 725 | 725 | ||||||
Non-current assets | ||||||||
Intangible asset | 0 | |||||||
Goodwill | 417 | 417 | ||||||
Total assets | 1,173 | 1,173 | ||||||
Current liabilities | ||||||||
Trade payables and accrued liabilities | (272) | (272) | ||||||
Total liabilities | (272) | (272) | ||||||
Total net assets acquired | 901 | $ 901 | ||||||
Vessel Brand, Inc | ||||||||
Current assets | ||||||||
Cash | 570 | |||||||
Trade receivables | 49 | |||||||
Inventory | 1,278 | |||||||
Other current assets | 151 | |||||||
Non-current assets | ||||||||
Property, plant, and equipment | 124 | |||||||
Right of use assets | 501 | |||||||
Other non-current assets | 42 | |||||||
Intangible asset | 9,150 | |||||||
Goodwill | 19,675 | |||||||
Total assets | 31,540 | |||||||
Current liabilities | ||||||||
Trade payables and accrued liabilities | (856) | |||||||
Long term lease liability | (530) | |||||||
Deferred Tax | (1,500) | |||||||
Total liabilities | (2,886) | |||||||
Total net assets acquired | $ 28,654 |
INTANGIBLE ASSETS AND GOODWIL_2
INTANGIBLE ASSETS AND GOODWILL (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||||||
Weighted average amortization period remaining for intangible assets | 5 years 8 months 12 days | 5 years 8 months 12 days | ||||
Amortization expense | $ 800 | $ 300 | $ 1,599 | $ 900 | $ 2,097 | $ 240 |
Carrying amount of intangible asset | $ 5,717 | 5,717 | 17,739 | 9,736 | ||
Impairment loss | $ 100 | |||||
Weighted average amortization period intangible assets | 6 years 3 months 18 days | |||||
Trademarks [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Weighted average amortization period remaining for intangible assets | 82 months | |||||
Carrying amount of intangible asset | $ 1,800 | |||||
Trademarks [Member] | Just CBD [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Carrying amount of intangible asset | $ 2,700 | |||||
Patents and developed technology [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Weighted average amortization period remaining for intangible assets | 94 months | |||||
Amortization expense | 277 | $ 573 | 48 | |||
Carrying amount of intangible asset | $ 3,700 | |||||
Weighted average amortization period intangible assets | 7 years 7 months 6 days | |||||
Non-compete agreements [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Weighted average amortization period remaining for intangible assets | 22 months | |||||
Amortization expense | 198 | $ 397 | 66 | |||
Carrying amount of intangible asset | $ 800 | |||||
Weighted average amortization period intangible assets | 1 year 9 months 18 days | |||||
Customer relationships [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Weighted average amortization period remaining for intangible assets | 106 months | |||||
Amortization expense | 663 | $ 360 | 26 | |||
Carrying amount of intangible asset | $ 1,400 | |||||
Weighted average amortization period intangible assets | 5 years 10 months 24 days | |||||
Customer relationships [Member] | Just CBD [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Carrying amount of intangible asset | $ 1,100 | |||||
Customer relationships [Member] | Just CBD [Member] | Maximum [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Weighted average amortization period remaining for intangible assets | 74 months | |||||
Customer relationships [Member] | Just CBD [Member] | Minimum [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Weighted average amortization period remaining for intangible assets | 50 months | |||||
Customer relationships [Member] | F G H [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Weighted average amortization period remaining for intangible assets | 60 months | |||||
Carrying amount of intangible asset | $ 4,700 | |||||
Licenses [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Amortization expense | 142 | 144 | 65 | |||
Impairment loss | $ 100 | |||||
Weighted average amortization period intangible assets | 5 years | |||||
Licenses [Member] | F G H [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Weighted average amortization period remaining for intangible assets | 60 months | |||||
Carrying amount of intangible asset | $ 1,400 | |||||
Trademarks and brands [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Amortization expense | $ 319 | $ 623 | $ 35 | |||
Weighted average amortization period intangible assets | 7 years 1 month 6 days | |||||
Trademarks and brands [Member] | Just CBD [Member] | Maximum [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Weighted average amortization period remaining for intangible assets | 98 months | |||||
Trademarks and brands [Member] | Just CBD [Member] | Minimum [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Weighted average amortization period remaining for intangible assets | 86 months | |||||
Know-how [Member] | Just CBD [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Weighted average amortization period remaining for intangible assets | 26 months | |||||
Carrying amount of intangible asset | $ 200 | |||||
Licenses And Trademarks [Member] | Maximum [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Weighted average amortization period intangible assets | 7 months 3 days | |||||
Licenses And Trademarks [Member] | Minimum [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Weighted average amortization period intangible assets | 5 months 9 days |
INTANGIBLE ASSETS AND GOODWIL_3
INTANGIBLE ASSETS AND GOODWILL (Schedule of intangible assets) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||||||
Intangible assets, Cost, Beginning balance | $ 43,415 | $ 30,124 | $ 30,124 | $ 1,151 | ||
Intangible assets, Cost, Additions | 194 | 200 | ||||
Intangible assets, Cost, Acquired through business combinations | 39,666 | 28,825 | ||||
Intangible assets, Cost, Impairment | (34,102) | (25,612) | (51) | |||
Intangible assets, Cost, Ending balance | $ 9,507 | 9,507 | 43,415 | 30,124 | ||
Intangible assets, Accumulated Amortization, Beginning balance | 2,050 | 304 | 304 | 64 | ||
Intangible assets, Accumulated Amortization, Additions | 800 | $ 300 | 1,599 | 900 | 2,097 | 240 |
Intangible assets, Accumulated Amortization, Ending balance | 3,649 | 3,649 | 2,050 | 304 | ||
Intangible assets, Foreign Currency translation | (141) | (309) | (30) | |||
Intangible assets, Net book value, Ending balance | 5,717 | 5,717 | 41,468 | 29,790 | ||
Licenses [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Intangible assets, Cost, Beginning balance | 1,396 | 610 | 610 | 410 | ||
Intangible assets, Cost, Additions | 0 | 200 | ||||
Intangible assets, Cost, Acquired through business combinations | 1,397 | 0 | ||||
Intangible assets, Cost, Impairment | (752) | (128) | 0 | |||
Intangible assets, Cost, Ending balance | 644 | 644 | 1,396 | 610 | ||
Intangible assets, Accumulated Amortization, Beginning balance | 0 | 129 | 129 | 64 | ||
Intangible assets, Accumulated Amortization, Additions | 142 | 144 | 65 | |||
Intangible assets, Accumulated Amortization, Ending balance | 142 | 142 | 0 | 129 | ||
Intangible assets, Foreign Currency translation | 24 | (46) | 30 | |||
Intangible assets, Net book value, Ending balance | 526 | 526 | 1,560 | 451 | ||
Customer relationships [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Intangible assets, Cost, Beginning balance | 7,512 | 1,759 | 1,759 | 189 | ||
Intangible assets, Cost, Additions | 194 | 0 | ||||
Intangible assets, Cost, Acquired through business combinations | 5,945 | 1,570 | ||||
Intangible assets, Cost, Impairment | (4,418) | (1) | 0 | |||
Intangible assets, Cost, Ending balance | 3,288 | 3,288 | 7,512 | 1,759 | ||
Intangible assets, Accumulated Amortization, Beginning balance | 348 | 26 | 26 | 0 | ||
Intangible assets, Accumulated Amortization, Additions | 663 | 360 | 26 | |||
Intangible assets, Accumulated Amortization, Ending balance | 1,011 | 1,011 | 348 | 26 | ||
Intangible assets, Foreign Currency translation | 76 | 17 | 0 | |||
Intangible assets, Net book value, Ending balance | 2,353 | 2,353 | 7,334 | 1,733 | ||
Trademarks and brands [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Intangible assets, Cost, Beginning balance | 5,154 | 2,211 | 2,211 | 121 | ||
Intangible assets, Cost, Additions | 0 | 0 | ||||
Intangible assets, Cost, Acquired through business combinations | 3,063 | 2,090 | ||||
Intangible assets, Cost, Impairment | (1,599) | (31) | 0 | |||
Intangible assets, Cost, Ending balance | 3,555 | 3,555 | 5,154 | 2,211 | ||
Intangible assets, Accumulated Amortization, Beginning balance | 618 | 35 | 35 | 0 | ||
Intangible assets, Accumulated Amortization, Additions | 319 | 623 | 35 | |||
Intangible assets, Accumulated Amortization, Ending balance | 937 | 937 | 618 | 35 | ||
Intangible assets, Foreign Currency translation | 20 | (19) | 0 | |||
Intangible assets, Net book value, Ending balance | 2,638 | 2,638 | 4,566 | 2,176 | ||
Patents [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Intangible assets, Cost, Beginning balance | 4,530 | 4,300 | 4,300 | 0 | ||
Intangible assets, Cost, Additions | 0 | 0 | ||||
Intangible assets, Cost, Acquired through business combinations | 230 | 4,300 | ||||
Intangible assets, Cost, Impairment | (3,432) | 0 | 0 | |||
Intangible assets, Cost, Ending balance | 1,098 | 1,098 | 4,530 | 4,300 | ||
Intangible assets, Accumulated Amortization, Beginning balance | 621 | 48 | 48 | 0 | ||
Intangible assets, Accumulated Amortization, Additions | 277 | 573 | 48 | |||
Intangible assets, Accumulated Amortization, Ending balance | 898 | 898 | 621 | 48 | ||
Intangible assets, Foreign Currency translation | 0 | 0 | 0 | |||
Intangible assets, Net book value, Ending balance | 200 | 200 | 3,909 | 4,252 | ||
Non-Compete Agreements [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Intangible assets, Cost, Beginning balance | 1,190 | 1,190 | 1,190 | 0 | ||
Intangible assets, Cost, Additions | 0 | 0 | ||||
Intangible assets, Cost, Acquired through business combinations | 0 | 1,190 | ||||
Intangible assets, Cost, Impairment | (529) | 0 | 0 | |||
Intangible assets, Cost, Ending balance | 661 | 661 | 1,190 | 1,190 | ||
Intangible assets, Accumulated Amortization, Beginning balance | 463 | 66 | 66 | 0 | ||
Intangible assets, Accumulated Amortization, Additions | 198 | 397 | 66 | |||
Intangible assets, Accumulated Amortization, Ending balance | 661 | 661 | 463 | 66 | ||
Intangible assets, Foreign Currency translation | 0 | 0 | 0 | |||
Intangible assets, Net book value, Ending balance | 0 | 0 | 727 | 1,124 | ||
Goodwill [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Intangible assets, Cost, Beginning balance | 23,633 | 20,054 | 20,054 | 431 | ||
Intangible assets, Cost, Additions | 0 | 0 | ||||
Intangible assets, Cost, Acquired through business combinations | 29,031 | 19,675 | ||||
Intangible assets, Cost, Impairment | (23,372) | (25,452) | (51) | |||
Intangible assets, Cost, Ending balance | 261 | 261 | 23,633 | 20,054 | ||
Intangible assets, Accumulated Amortization, Beginning balance | 0 | $ 0 | 0 | 0 | ||
Intangible assets, Accumulated Amortization, Additions | 0 | 0 | 0 | |||
Intangible assets, Accumulated Amortization, Ending balance | 0 | 0 | 0 | 0 | ||
Intangible assets, Foreign Currency translation | (261) | (261) | 0 | |||
Intangible assets, Net book value, Ending balance | $ 0 | $ 0 | $ 23,372 | $ 20,054 |
INTANGIBLE ASSETS AND GOODWIL_4
INTANGIBLE ASSETS AND GOODWILL (Schedule of estimation of amortization expense) (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2023 | $ 587 | $ 3,254 |
2024 | 1,173 | 3,180 |
2025 | 1,109 | 2,754 |
2026 | 1,096 | 2,741 |
2027 | 1,032 | $ 2,667 |
Thereafter | 720 | |
Total | $ 5,717 |
INTANGIBLE ASSETS AND GOODWIL_5
INTANGIBLE ASSETS AND GOODWILL (Schedule of goodwill) (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2023 | Dec. 31, 2020 | |
Goodwill [Line Items] | ||||
Gross goodwill | $ 48,445 | $ 2,247 | ||
Acquired through business combinations | 29,031 | $ 19,675 | ||
Impairment recorded | (25,073) | (51) | $ (23,372) | (1,817) |
Foreign currency translation | (261) | |||
Net book value | 23,372 | 20,054 | 0 | 430 |
Pharmaceuticals [Member] | ||||
Goodwill [Line Items] | ||||
Gross goodwill | 1,413 | |||
Acquired through business combinations | 0 | 0 | ||
Impairment recorded | (379) | 0 | (1,034) | |
Foreign currency translation | 0 | |||
Net book value | 0 | 379 | 379 | |
Food and beverage [Member] | ||||
Goodwill [Line Items] | ||||
Gross goodwill | 834 | |||
Acquired through business combinations | 0 | 0 | ||
Impairment recorded | 0 | (51) | (783) | |
Foreign currency translation | 0 | |||
Net book value | 0 | 0 | 51 | |
Vessel [Member] | ||||
Goodwill [Line Items] | ||||
Gross goodwill | 19,675 | 0 | ||
Acquired through business combinations | 0 | 19,675 | ||
Impairment recorded | (19,675) | 0 | 0 | 0 |
Foreign currency translation | 0 | |||
Net book value | 0 | 19,675 | 0 | 0 |
Just CBD [Member] | ||||
Goodwill [Line Items] | ||||
Gross goodwill | 25,038 | 0 | ||
Acquired through business combinations | 25,315 | 0 | ||
Impairment recorded | (5,398) | 0 | (19,640) | 0 |
Foreign currency translation | (277) | |||
Net book value | 19,640 | 0 | 0 | 0 |
Franchise [Member] | ||||
Goodwill [Line Items] | ||||
Gross goodwill | 3,732 | 0 | ||
Acquired through business combinations | 3,716 | 0 | ||
Impairment recorded | 0 | 0 | (3,732) | 0 |
Foreign currency translation | (16) | |||
Net book value | $ 3,732 | $ 0 | $ 0 | $ 0 |
IMPAIRMENT OF ASSETS (Narrative
IMPAIRMENT OF ASSETS (Narrative) (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill [Line Items] | |||||||
Impairment Of Goodwill | $ 25,452 | $ 51 | |||||
Goodwill impairment | $ 25,452 | $ 51 | |||||
Impairment | $ 34,941 | $ 15,652 | $ 34,941 | $ 15,652 | |||
Vessel [Member] | |||||||
Goodwill [Line Items] | |||||||
Description Of Valuation | The reporting unit's fair value was determined based on an income approach discounted cash flow model of $7.6 million (80% weighting) and a market approach guideline public company method of $7.0 million (20% weighting). After working capital adjustments, the resulting fair value was estimated at $7.0 million. The income approach used a discount rate of 17%, operating margins from 0% to 18%, working capital requirements of 15% revenue, and a terminal period growth rate of 3%. The revenue growth rates start at 14% in 2023 and taper down to 3% in the terminal period after 2030. | ||||||
Impairment Of Goodwill | $ 16,000 | $ 19,700 | |||||
Goodwill description | As a sensitivity assessment to the recoverable amount calculations, increasing the discount rate by 3% in the income approach model would decrease the reporting unit fair value by $1.8 million. Reducing the market approach selected revenue multiple by 0.10 from 1.00 above down to 0.90 (approximately 10% change) would result in a decrease of the reporting unit fair value of approximately $0.7 million. | ||||||
2021 Annual Impairment Test [Member] | |||||||
Goodwill [Line Items] | |||||||
Description Of Valuation | The discount rate used in the analysis was 20.5%, revenue growth reflecting the Company's budget estimates and annualizing 2021 results for 2022, revenue growth of approximately 55% through 2025, and tapering down to 3% terminal period growth. Operating margin ranged from -14% in 2022 and increasing to 6% in 2024 through the terminal period and working capital requirements at 25% of revenue and tapering down to 15% of revenue by 2024 through the terminal period. | ||||||
Impairment Of Goodwill | $ 100 | ||||||
Description Of Revenue Growth | The recoverable amounts were determined based on an income approach, with discount rates ranging from 20.5% to 30%, operating margins from 6% to 45%, working capital requirements ranging from 15% to 30% of revenue, and terminal period growth rates of 3%. The revenue growth rates reflected the Company's expectations for developing these businesses with growth rates beyond the development stage period of 55% in 2024 and tapering down to 3% in the terminal period after 2025. The discount rates applied include reporting unit specific risk premiums ranging from 8% to 19%. | ||||||
Total Carrying Value | $ 400 | ||||||
Other Long-lived Assets | $ 3,100 | ||||||
Two Thosands Twenty Two Impairment Test [Member] | |||||||
Goodwill [Line Items] | |||||||
Impairment Of Goodwill | $ 25,500 | ||||||
Annual Goodwill Impairment Test of JustCBD [Member] | |||||||
Goodwill [Line Items] | |||||||
Lease Liability | 1,200 | ||||||
Estimated Recoverable Amount | 29,000 | ||||||
Increase In The Carrying Value Of Assets | $ 5,400 | ||||||
Description Of Valuation | The reporting unit's fair value was determined based on an income approach discounted cash flow model of $28.0 million (80% weighting) and a market approach guideline public company method of $21.9 million (20% weighting). After working capital adjustments, the resulting fair value was estimated at $29.0 million. The income approach used a discount rate of 32%, operating margins from 5% to 28%, working capital requirements of 10% revenue, and a terminal period growth rate of 3%. The revenue growth rates start at 21% in 2023 and taper down to 3% in the terminal period after 2030. | ||||||
Total Carrying Value | $ 34,400 | ||||||
Goodwill And Identified Intangible Assets | 29,000 | ||||||
Other Long-lived Assets | $ 2,000 | ||||||
Goodwill description | As a sensitivity assessment to the recoverable amount calculations, increasing the discount rate in the income approach model by 3% from 32% above up to 35% (approximately 9% change) would result in a decrease of the reporting unit fair value and additional goodwill impairment of approximately $3.5 million. Reducing the market approach selected revenue multiple by 0.1 from 0.6 above down to 0.5 (approximately 17% change) would result in a decrease of the reporting unit fair value and additional goodwill impairment of approximately $3.7 million. | ||||||
Annual Goodwill Impairment Test of Pharmaceuticals [Member] | |||||||
Goodwill [Line Items] | |||||||
Estimated Recoverable Amount | $ 2,000 | ||||||
Increase In The Carrying Value Of Assets | $ 400 | ||||||
Description Of Valuation | The reporting unit's fair value was determined based on an income approach discounted cash flow model, with the fair value estimated at $2.0 million. The income approach used a discount rate of 25%, operating margins from 8% to 16%, working capital requirements of 30% revenue, and a terminal period growth rate of 3%. The revenue growth rates start at 11% in 2023 and taper down to 3% in the terminal period after 2028. | ||||||
Total Carrying Value | $ 2,400 | ||||||
Goodwill And Identified Intangible Assets | 700 | ||||||
Other Long-lived Assets | $ 1,600 | ||||||
Goodwill description | As a sensitivity assessment to the recoverable amount calculations, increasing the discount rate in the model by 3% from 25% to 28% (approximately 12% change) would decrease the value of the reporting unit by $0.3 million. | ||||||
Other Long-Lived Asset Impairment Tests [Member] | |||||||
Goodwill [Line Items] | |||||||
Impairment of property, plant and equipment | $ 100 | ||||||
Impairment of licenses | $ 100 | ||||||
Description Of Valuation | The discounted cash flow models assumed the spaces would be subleased within 2023 at 75% to 100% of the Company's cost of the leases, less upfront costs to obtain a sublease tenant. The cash flows were discounted at 8% to 9% which approximates the discount rate in the Company's right of use asset and lease liability calculations. | ||||||
Impairment Of Goodwill | $ 600 | ||||||
FGH [Member] | Goodwill [Member] | |||||||
Goodwill [Line Items] | |||||||
Goodwill impairment | 3,700 | ||||||
Fair value of reporting unit | 2,300 | $ 2,300 | |||||
Income approach, operating margins, description | The income approach used a discount rate of 17%, operating margins of about 2%, working capital requirements of 6% revenue, and a terminal period growth rate of 2%. The revenue growth rates start at 5% in 2023 and trend down to 2% in 2028 and thereafter. | ||||||
FGH [Member] | Commercial and Wholesale Segment [Member] | |||||||
Goodwill [Line Items] | |||||||
Impairment | $ 3,700 | ||||||
Vessel Asset Group [Member] | House of Brands Segment [Member] | |||||||
Goodwill [Line Items] | |||||||
Impairment | 6,600 | ||||||
Just CBD [Member] | |||||||
Goodwill [Line Items] | |||||||
Impairment Of Goodwill | 5,400 | ||||||
Just CBD [Member] | Goodwill [Member] | |||||||
Goodwill [Line Items] | |||||||
Goodwill impairment | 19,600 | ||||||
Fair value of reporting unit | $ 7,800 | $ 7,800 | |||||
Income approach, operating margins, description | The income approach used a discount rate of 32%, operating margins from 3% to 9%, working capital requirements of 10% revenue, and a terminal period growth rate of 3%. The revenue growth rates start at 17% in 2023 and drop down to 3% in 2024 and thereafter. | ||||||
Just CBD [Member] | House of Brands Segment [Member] | |||||||
Goodwill [Line Items] | |||||||
Impairment | $ 400 | ||||||
Pharmaceuticals [Member] | |||||||
Goodwill [Line Items] | |||||||
Impairment Of Goodwill | $ 400 |
DEBT (Narrative) (Details)
DEBT (Narrative) (Details) € in Millions, $ in Millions | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 EUR (€) | Jun. 30, 2023 USD ($) | Dec. 31, 2022 EUR (€) | Dec. 31, 2022 USD ($) | Jun. 30, 2023 USD ($) | |
Hypoverinsbank [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Outstanding amount | € 1 | $ 1.1 | |||
Credit Facility | € | € 1 | ||||
Credit facility rate | 2.95% | 2.95% | |||
Hypoverinsbank [Member] | Euro Credit Facility [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Credit facility | € | € 1 | ||||
Outstanding amount | € 1 | $ 1.1 | |||
Line of credit facility, interest rate description | The credit facility has a rate of Euro Interbank Offer Rate ("Euribor") plus 2.95% per year | The credit facility has a rate of Euro Interbank Offer Rate ("Euribor") plus 2.95% per year | |||
ClassicPlan Premium Financing [Member] | JustCBD insurance premium loan [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Loan agreement, face amount | $ 0.2 | ||||
Loans payable | $ 0.1 | ||||
Loan agreement, interest rate | 10.10% | 10.10% | |||
Principal and interest payments | $ 0.1 |
LEASES (Schedule of leases) (De
LEASES (Schedule of leases) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | ||||||
Operating lease expense | $ 308 | $ 136 | $ 624 | $ 327 | $ 1,221 | $ 316 |
Short-term lease expense | 62 | 82 | 135 | 233 | 396 | 14 |
Total lease expense | 370 | 218 | 759 | 560 | 1,617 | 330 |
Other Information | ||||||
Operating cash flows from operating leases | 356 | 216 | 720 | 489 | 1,180 | 256 |
ROU assets obtained in exchange for new operating lease liabilities | $ 0 | $ 2,097 | $ 97 | $ 2,825 | $ 2,919 | $ 1,233 |
Weighted-average remaining lease term in years for operating leases | 3 years 4 months 24 days | 4 years 6 months | 3 years 4 months 24 days | 4 years 6 months | 3 years 6 months | 3 years 3 months 18 days |
Weighted-average discount rate for operating leases | 7.70% | 8.10% | 7.70% | 8.10% | 790% | 900% |
LEASES (Schedule of maturities
LEASES (Schedule of maturities of operating lease liabilities) (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Leases [Abstract] | |||
2023 | $ 1,234 | $ 1,383 | |
2024 | 425 | 849 | |
2025 | 396 | 443 | |
2026 | 321 | 417 | |
2027 | 48 | 237 | |
Thereafter | 189 | ||
Total future lease payments | 2,424 | 3,518 | |
Less: imputed interest | (247) | (461) | |
Operating Lease, Liability, Total | 2,177 | ||
Less: current lease liabilities | (1,124) | $ (1,116) | (412) |
Total non-current lease liabilities | $ 1,053 | $ 1,561 | 908 |
Total Lease Liabilities | 3,057 | ||
Other Current Liabilities | (1,188) | ||
Total non-current lease liabilities | $ 1,869 |
SHARE CAPITAL (Narrative) (Deta
SHARE CAPITAL (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||||||||||
Jun. 07, 2023 | May 14, 2023 | Dec. 08, 2022 | Apr. 05, 2022 | May 13, 2021 | May 11, 2021 | Apr. 26, 2023 | Jan. 31, 2023 | Jan. 31, 2022 | Jan. 18, 2022 | Nov. 30, 2021 | Nov. 23, 2021 | Jul. 23, 2021 | Jan. 20, 2021 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2023 | Jun. 21, 2022 | Dec. 31, 2019 | |
Reverse stock split | On June 7, 2023, the Company filed an amendment to its Articles of Incorporation (the "Reverse Stock Split Articles Amendment") with the Ontario Ministry of Public and Business Service Delivery to effect a reverse stock split of the Company's common shares, no par value per share (the "common shares"), at a ratio of 1-for-20, which became effective at 12:00:01 a.m. Eastern Time on June 9, 2023 (the "Reverse Stock Split"). | ||||||||||||||||||||
Common stock issued for acquisition, value | $ 14,697 | $ 24,492 | $ 20,654 | ||||||||||||||||||
Exercise price | $ 24.84 | ||||||||||||||||||||
Stock repurchased, value | $ 250 | ||||||||||||||||||||
Price per unit | $ 0.05 | ||||||||||||||||||||
Settlement Agreement [Member] | |||||||||||||||||||||
Number of common shares shares issued | 16,250 | ||||||||||||||||||||
Value of common shares shares issued | $ 100 | ||||||||||||||||||||
Separation Agreement [Member] | |||||||||||||||||||||
Number of common shares shares issued | 30,000 | 80,000 | |||||||||||||||||||
Value of common shares shares issued | $ 100 | $ 400 | |||||||||||||||||||
Chief Executive Officer [Member] | |||||||||||||||||||||
Stock issued | 333,333 | ||||||||||||||||||||
Stock issued value | $ 1,700 | ||||||||||||||||||||
Closing share price | $ 5 | ||||||||||||||||||||
FLORA Breeze Laboratory [Member] | |||||||||||||||||||||
Common share issued for acquisition | 100,000 | ||||||||||||||||||||
Percentage of acquisition | 13% | ||||||||||||||||||||
Other Offering [Member] | |||||||||||||||||||||
Stock issued | 55,555 | ||||||||||||||||||||
Stock issued value | $ 200 | ||||||||||||||||||||
Acquisition Of Noncontrolling Interest [Member] | |||||||||||||||||||||
Common stock issued for acquisition, value | $ 200 | ||||||||||||||||||||
Exercise price | $ 1.7 | ||||||||||||||||||||
Maximum stock option, exercisable | 50,000 | ||||||||||||||||||||
Initial Public Offering [Member] | |||||||||||||||||||||
Stock issued | 3,333,333 | ||||||||||||||||||||
Stock issued value | $ 16,700 | ||||||||||||||||||||
Closing share price | $ 5 | ||||||||||||||||||||
Other Issuance [Member] | |||||||||||||||||||||
Common share issued for acquisition | 111,112 | ||||||||||||||||||||
Common stock issued for acquisition, value | $ 200 | ||||||||||||||||||||
Exercise price | $ 2.25 | ||||||||||||||||||||
Maximum stock option, exercisable | 83,333 | ||||||||||||||||||||
Breeze Acquisition [Member] | |||||||||||||||||||||
Common share issued for acquisition | 30,282 | ||||||||||||||||||||
Common stock issued for acquisition, value | $ 100 | ||||||||||||||||||||
Percentage of acquisition | 10% | ||||||||||||||||||||
Fgh Owners [Member] | |||||||||||||||||||||
Stock issued | 43,525,951 | ||||||||||||||||||||
Stock issued value | $ 9,800 | ||||||||||||||||||||
Fair value discount | 7.50% | ||||||||||||||||||||
Justcbd Owners [Member] | |||||||||||||||||||||
Stock issued | 9,500,000 | ||||||||||||||||||||
Stock issued value | $ 14,700 | ||||||||||||||||||||
Fair value discount | 15% | ||||||||||||||||||||
Unit Offering [Member] | |||||||||||||||||||||
Exercise price | $ 0.4 | $ 3.75 | $ 3 | ||||||||||||||||||
Offering unit | 12,500,000 | 11,500,000 | 26,000 | ||||||||||||||||||
Gross proceeds | $ 5,000 | $ 34,500 | $ 100 | ||||||||||||||||||
Purchase warrant | 12,500,000 | 5,750,000 | |||||||||||||||||||
Previously Issued Warrant | 1,325,000 | 1,325,000 | |||||||||||||||||||
Warrants issued | 632,000 | 460,000 | 500,000 | ||||||||||||||||||
Price per unit | $ 0.4 | $ 3 | $ 2.25 | ||||||||||||||||||
Closing share price | $ 2.25 | ||||||||||||||||||||
Issuance Costs | $ 1,800 | $ 2,700 | $ 400 | ||||||||||||||||||
Warrants Issued Value | $ 1,300 | ||||||||||||||||||||
Additionally cancelled shares | 28,000 | ||||||||||||||||||||
Additionally cancelled shares, value | $ 100 | ||||||||||||||||||||
Unit Offering [Member] | Maximum [Member] | |||||||||||||||||||||
Exercise price | $ 3.75 | ||||||||||||||||||||
Unit Offering [Member] | Minimum [Member] | |||||||||||||||||||||
Exercise price | $ 0.4 | ||||||||||||||||||||
Boustead Securities, Llc [Member] | |||||||||||||||||||||
Common share issued for acquisition | 700,000 | ||||||||||||||||||||
Common stock issued for acquisition, value | $ 1,300 | ||||||||||||||||||||
Settlement payment | $ 400 | ||||||||||||||||||||
Share Repurchase [Member] | |||||||||||||||||||||
Stock Repurchased During Period, Shares | 368,244 | ||||||||||||||||||||
Stock repurchased, value | $ 300 | ||||||||||||||||||||
Vessel Owners [Member] | |||||||||||||||||||||
Stock issued | 4,557,000 | ||||||||||||||||||||
Stock issued value | $ 20,700 |
SHARE BASED COMPENSATION (Narra
SHARE BASED COMPENSATION (Narrative) (Details) $ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Sep. 28, 2022 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 CAD ($) | Dec. 31, 2021 USD ($) | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Expense (benefit) related to options granted | $ 3,000,000 | $ 1.3 | ||||||
Restricted stock awards expense | 903,829 | |||||||
Intrinsic value | 800,000 | $ 1,200,000 | ||||||
Total fair value of option vested | 4,000,000 | 100,000 | ||||||
General and administrative expense | $ 685,000 | $ 1,088,000 | $ 1,036,000 | $ 1,660,000 | 4,495,000 | $ 922,000 | ||
Options [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Expense (benefit) related to options granted | (200,000) | $ 1,300,000 | (100,000) | $ 2,800,000 | ||||
Remaining stock option cost for nonvested awards | 100,000 | $ 100,000 | ||||||
Remaining weighted average vesting period | 1 year 2 months 12 days | |||||||
Non-vested shares | $ 400,000 | |||||||
Stock options to acquire shares of common stock | shares | 402,500 | |||||||
Unvested RSUs granted to executive officers | shares | 1,010,203 | |||||||
Stock Warrant [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Representative Warrants | shares | 6,000,000 | |||||||
Restricted Stock Awards [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Restricted stock awards expense | 100,000 | $ 600,000 | ||||||
Remaining stock option cost for nonvested awards | $ 200,000 | $ 200,000 | ||||||
Remaining weighted average vesting period | 1 year 4 months 24 days | |||||||
Unrecognized compensation expense | $ 1,600,000 | |||||||
Fair value of non-employee stock warrants granted | $ 100,000 | |||||||
General and administrative expense | $ 400,000 | |||||||
Common stock issued for RSUs vested | shares | 20,000 |
SHARE BASED COMPENSATION (Sched
SHARE BASED COMPENSATION (Schedule of share options outstanding and exercisable) (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 6 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Number of stock option exercise | (200) | |||
Number of options, Cancelled | (51,432) | |||
Weighted average exercise price, Exercisable balance | $ 0.35 | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 10 years | |||
Stock Options [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Number of options, Beginning Balance | 290,000 | 5,448,000 | 3,794,000 | |
Number of options, granted | 5,000 | 1,806,000 | 2,304,000 | |
Number of stock option exercise | (545,000) | (650,000) | ||
Number of options, Cancelled | (75,000) | (904,000) | ||
Number of options, Ending Balance | 220,000 | 290,000 | 5,448,000 | |
Number of options, Exercisable balance | 203,000 | |||
Weighted average exercise price, Beginning Balance | $ 34.17 | $ 1.96 | $ 1.08 | |
Weighted Average Exercise Price, Granted | 7 | 0.96 | 2.88 | |
Weighted Average Exercise Price, Exercised | 0.24 | 0.07 | ||
Weighted Average Exercise Price, Cancelled | 24.75 | 2.62 | ||
Weighted average exercise price, Ending Balance | 36.79 | $ 34.17 | $ 1.96 | |
Weighted average exercise price, Exercisable balance | $ 38.86 | |||
Weighted average remaining life, Granted | 9 years 8 months 12 days | |||
Weighted average remaining life, Cancelled | 6 years | |||
Weighted average remaining life, Ending Balance | 3 years | 4 years 2 months 12 days | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 2 years 7 months 6 days | |||
Outstanding Aggregate intrinsic value, Beginning | $ 64 | |||
Outstanding Aggregate intrinsic value, Ending | 0 | $ 64 | ||
Outstanding Aggregate intrinsic value, Exercisable | $ 0 | |||
Options Exercisable [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Number of options, Beginning Balance | 4,392,000 | 5,448,000 | 3,794,000 | |
Number of options, granted | 217,000 | 2,304,000 | ||
Number of stock option exercise | (545,000) | (650,000) | ||
Number of options, Cancelled | (728,000) | |||
Number of options, Ending Balance | 4,392,000 | 5,448,000 | ||
Weighted average exercise price, Beginning Balance | $ 2.04 | $ 1.96 | $ 1.08 | |
Weighted Average Exercise Price, Granted | 1.48 | 2.88 | ||
Weighted Average Exercise Price, Exercised | 0.24 | 0.07 | ||
Weighted Average Exercise Price, Cancelled | 2.62 | |||
Weighted average exercise price, Ending Balance | $ 2.04 | $ 1.96 |
SHARE BASED COMPENSATION (Sch_2
SHARE BASED COMPENSATION (Schedule of fair value of stock options) (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Stock Options [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Options outstanding | 220,000 | 290,000 | 5,448,000 | 3,794,000 |
Exercise price | $ 36.79 | $ 34.17 | $ 1.96 | $ 1.08 |
Grant date fair value vested | $ 6,262 | |||
Remaining life in years | 3 years | 4 years 2 months 12 days | ||
Stock Options [Member] | June 28, 2024 [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Date of expiry | June 28, 2024 | |||
Options outstanding | 815,000 | |||
Exercise price | $ 0.15 | |||
Grant date fair value vested | $ 30 | |||
Remaining life in years | 1 year 6 months | |||
Stock Options [Member] | April 23, 2025 [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Date of expiry | April 23, 2025 | |||
Options outstanding | 33 | |||
Exercise price | $ 2.25 | |||
Grant date fair value vested | $ 138 | |||
Remaining life in years | 2 years 3 months 18 days | |||
Stock Options [Member] | July 6, 2025 [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Date of expiry | July 6, 2025 | |||
Options outstanding | 150,000 | |||
Exercise price | $ 2.25 | |||
Grant date fair value vested | $ 115 | |||
Remaining life in years | 2 years 6 months | |||
Stock Options [Member] | July 15, 2025 [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Date of expiry | July 15, 2025 | |||
Options outstanding | 84,000 | |||
Exercise price | $ 2.25 | |||
Grant date fair value vested | $ 84 | |||
Remaining life in years | 2 years 6 months | |||
Stock Options [Member] | September 8, 2025 [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Date of expiry | September 8, 2025 | |||
Options outstanding | 8,000 | |||
Exercise price | $ 2.25 | |||
Grant date fair value vested | $ 11 | |||
Remaining life in years | 2 years 8 months 12 days | |||
Stock Options [Member] | November 4, 2025 [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Date of expiry | November 4, 2025 | |||
Options outstanding | 666,000 | |||
Exercise price | $ 2.25 | |||
Grant date fair value vested | $ 918 | |||
Remaining life in years | 2 years 9 months 18 days | |||
Stock Options [Member] | December 23, 2025 [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Date of expiry | December 23, 2025 | |||
Options outstanding | 500,000 | |||
Exercise price | $ 2.25 | |||
Grant date fair value vested | $ 689 | |||
Remaining life in years | 3 years | |||
Stock Options [Member] | June 3, 2026 [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Date of expiry | June 3, 2026 | |||
Options outstanding | 233,000 | |||
Exercise price | $ 3.87 | |||
Grant date fair value vested | $ 669 | |||
Remaining life in years | 3 years 4 months 24 days | |||
Stock Options [Member] | June 10, 2026 [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Date of expiry | June 10, 2026 | |||
Options outstanding | 167,000 | |||
Exercise price | $ 3.68 | |||
Grant date fair value vested | $ 455 | |||
Remaining life in years | 3 years 4 months 24 days | |||
Stock Options [Member] | September 21, 2026 [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Date of expiry | September 21, 2026 | |||
Options outstanding | 16,000 | |||
Exercise price | $ 5.2 | |||
Grant date fair value vested | $ 64 | |||
Remaining life in years | 3 years 8 months 12 days | |||
Stock Options [Member] | September 25, 2026 [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Date of expiry | September 25, 2026 | |||
Options outstanding | 105,000 | |||
Exercise price | $ 6.9 | |||
Grant date fair value vested | $ 539 | |||
Remaining life in years | 3 years 8 months 12 days | |||
Stock Options [Member] | December 16, 2026 [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Date of expiry | December 16, 2026 | |||
Options outstanding | 1,348,000 | |||
Exercise price | $ 2.04 | |||
Grant date fair value vested | $ 2,046 | |||
Remaining life in years | 4 years | |||
Stock Options [Member] | January 17, 2027 [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Date of expiry | January 17, 2027 | |||
Options outstanding | 50,000 | |||
Exercise price | $ 1.7 | |||
Grant date fair value vested | $ 63 | |||
Remaining life in years | 4 years | |||
Stock Options [Member] | January 26, 2027 [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Date of expiry | January 26, 2027 | |||
Options outstanding | 245,000 | |||
Exercise price | $ 1.48 | |||
Grant date fair value vested | $ 288 | |||
Remaining life in years | 4 years 1 month 6 days | |||
Stock Options [Member] | May 16, 2027 [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Date of expiry | May 16, 2027 | |||
Options outstanding | 50,000 | |||
Exercise price | $ 1.3 | |||
Grant date fair value vested | $ 29 | |||
Remaining life in years | 4 years 4 months 24 days | |||
Stock Options [Member] | December 31, 2029 [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Date of expiry | December 31, 2029 | |||
Options outstanding | 1,010,000 | |||
Exercise price | $ 0.67 | |||
Grant date fair value vested | $ 31 | |||
Remaining life in years | 7 years | |||
Stock Options [Member] | August 18, 2032 [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Date of expiry | August 18, 2032 | |||
Options outstanding | 275,000 | |||
Exercise price | $ 0.93 | |||
Grant date fair value vested | $ 84 | |||
Remaining life in years | 9 years 7 months 6 days | |||
Stock Options [Member] | July 5, 2033 [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Date of expiry | July 5, 2033 | |||
Options outstanding | 50,000 | |||
Exercise price | $ 0.67 | |||
Grant date fair value vested | $ 9 | |||
Remaining life in years | 10 years 6 months | |||
Options Exercisable [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Options outstanding | 4,392,000 | 5,448,000 | 3,794,000 | |
Exercise price | $ 2.04 | $ 1.96 | $ 1.08 | |
Options Exercisable [Member] | June 28, 2024 [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Options outstanding | 815 | |||
Options Exercisable [Member] | April 23, 2025 [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Options outstanding | 33,000 | |||
Options Exercisable [Member] | July 6, 2025 [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Options outstanding | 150,000 | |||
Options Exercisable [Member] | July 15, 2025 [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Options outstanding | 84,000 | |||
Options Exercisable [Member] | September 8, 2025 [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Options outstanding | 8,000 | |||
Options Exercisable [Member] | November 4, 2025 [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Options outstanding | 666,000 | |||
Options Exercisable [Member] | December 23, 2025 [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Options outstanding | 500,000 | |||
Options Exercisable [Member] | June 3, 2026 [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Options outstanding | 233,000 | |||
Options Exercisable [Member] | June 10, 2026 [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Options outstanding | 167,000 | |||
Options Exercisable [Member] | September 21, 2026 [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Options outstanding | 16,000 | |||
Options Exercisable [Member] | September 25, 2026 [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Options outstanding | 105,000 | |||
Options Exercisable [Member] | December 16, 2026 [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Options outstanding | 1,348,000 | |||
Options Exercisable [Member] | January 17, 2027 [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Options outstanding | 50,000 | |||
Options Exercisable [Member] | January 26, 2027 [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Options outstanding | 217,000 |
SHARE BASED COMPENSATION (Weigh
SHARE BASED COMPENSATION (Weighted average inputs, assumptions) (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
SHARE BASED COMPENSATION | ||
Risk-free annual interest rate | 2.85% | 1.12% |
Current stock price | $ 0.95 | $ 2.88 |
Expected annualized volatility | 100% | 100% |
Expected life (years) | 7 years | 5 years |
Expected annual dividend yield | 0% | 0% |
Exercise price | $ 0.96 | $ 2.88 |
Weighted average grant date fair value | $ 0.96 | $ 2.88 |
SHARE BASED COMPENSATION (Sch_3
SHARE BASED COMPENSATION (Schedule of restricted stock awards) (Details) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
Number of restricted stock awards, Beginning Balance | 146 | 0 |
Number of restricted stock awards, Granted | 112 | 2,938 |
Vested (in dollars per share) | (38) | (20) |
Number of restricted stock awards, Cancelled | (155) | |
Number of restricted stock awards, Ending Balance | 65 | 146 |
Outstanding, beginning balance (in dollars per share) | $ 13.64 | $ 0 |
Weighted Average Exercise Price, Granted | 5.85 | 0.68 |
Weighted Average Exercise Price, Vested | (13.74) | (0.73) |
Weighted Average Exercise Price, Cancelled | (9.17) | |
Outstanding, ending balance (in dollars per share) | $ 11.22 | $ 13.64 |
WARRANTS (Narrative) (Details)
WARRANTS (Narrative) (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 12 Months Ended | |||
Dec. 08, 2022 | May 10, 2021 | Nov. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Writer | |||||
Warrant Issued | 460,000 | ||||
Expected Volatility | 100% | ||||
Risk-free Interest Rate | 1.50% | ||||
Expected Life | 6 years | ||||
Expected Dividend Yield | 0% | ||||
Fair Value Of Warrants | $ 1.1 | ||||
Grant date fair value | $ 2.29 | ||||
Warrants [Member] | |||||
Warrant Issued | 12,500,000 | 632,053 | 5,750,000 | 500,000 | |
Expected Volatility | 100% | 100% | 100% | 100% | |
Risk-free Interest Rate | 3% | 0.91% | 1.50% | 3% | |
Expected Life | 5 years | 5 years | 5 years | 5 years | |
Expected Dividend Yield | 0% | 0% | 0% | 0% | |
Fair Value Of Warrants | $ 2 | $ 1.3 | $ 8.7 | $ 0.1 | |
Total Fair Value Of Warrants | $ 2.3 | $ 8.5 | |||
Grant date fair value | $ 0.16 | $ 2.13 | $ 1.51 | $ 0.3 | |
Instrinsic value | $ 0.5 | $ 30.6 |
WARRANTS (Schedule of warrants
WARRANTS (Schedule of warrants outstanding) (Details) - $ / shares | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Class of Warrant or Right [Line Items] | |||
Number of stock option exercise | (200) | ||
Number of warrants Balance, Ending | 960,000 | ||
Warrants [Member] | |||
Class of Warrant or Right [Line Items] | |||
Number of warrants Balance, Beginning | 961,000 | 8,746,000 | 9,000,000 |
Number of stock option exercise | (1,000) | (473,000) | (6,509,000) |
Cancelled/Expired | (2,063,000) | (600,000) | |
Issued | (13,000,000) | (6,855,000) | |
Number of warrants Balance, Ending | 960,000 | 961,000 | 8,746,000 |
Weighted average exercise price, Beginning Balance | $ 24.84 | $ 3.37 | $ 2.26 |
Weighted average exercise price, Exercised | 8 | 0.49 | 2.29 |
Weighted Average Exercise Price, Cancelled/expired | 3 | 3 | |
Weighted Average Exercise Price, Issued | 0.06 | 3.76 | |
Weighted average exercise price, Ending Balance | $ 24.84 | $ 24.84 | $ 3.37 |
WARRANTS (Schedule of warrant_2
WARRANTS (Schedule of warrants outstanding by date of expiry) (Details) - USD ($) $ / shares in Units, shares in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Class of Warrant or Right [Line Items] | ||
Warrants outstanding | 960 | |
Exercise price | $ 24.84 | |
Grant date fair value | $ 10,359,000 | |
Remaining life in years | 4 years 1 month 17 days | |
November 18, 2026 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Date of expiry | November 18, 2026 | November 18, 2026 |
Warrants outstanding | 221 | 4,425 |
Exercise price | $ 75 | $ 3.75 |
Grant date fair value | $ 6,700,000 | $ 6,700 |
Remaining life in years | 3 years 4 months 20 days | 3 years 10 months 17 days |
November 18, 2026 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Date of expiry | November 18, 2026 | November 18, 2026 |
Warrants outstanding | 66 | 1,325 |
Exercise price | $ 8 | $ 0.4 |
Grant date fair value | $ 422,000 | $ 422 |
Remaining life in years | 3 years 4 months 20 days | 3 years 10 months 17 days |
November 18, 2027 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Date of expiry | November 18, 2027 | November 18, 2027 |
Warrants outstanding | 23 | 460 |
Exercise price | $ 66 | $ 3.3 |
Grant date fair value | $ 1,055,000 | $ 1,055 |
Remaining life in years | 4 years 4 months 20 days | 4 years 10 months 17 days |
December 8, 2027 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Date of expiry | December 8, 2027 | December 8, 2027 |
Warrants outstanding | 625 | 12,500 |
Exercise price | $ 8 | $ 0.4 |
Grant date fair value | $ 2,033,000 | $ 2,033 |
Remaining life in years | 4 years 5 months 8 days | 4 years 11 months 8 days |
December 8, 2027 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Date of expiry | December 8, 2027 | December 8, 2027 |
Warrants outstanding | 25 | 500 |
Exercise price | $ 8.8 | $ 0.44 |
Grant date fair value | $ 149,000 | $ 149 |
Remaining life in years | 4 years 5 months 8 days | 4 years 11 months 8 days |
Warrants Six [Member] | ||
Class of Warrant or Right [Line Items] | ||
Grant date fair value | $ 10,359 | |
Remaining life in years | 4 years 7 months 13 days |
RELATED PARTY DISCLOSURES (Narr
RELATED PARTY DISCLOSURES (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | ||
Initial Public Offering | $ 1,700 | |
Share Based Payments | 333,333 | |
Directors [Member] | ||
Related Party Transaction [Line Items] | ||
Trade And Other Payables | $ 200 | |
Trade payable and accrued liabilities | $ 300 | |
Harmony Health [Member] | ||
Related Party Transaction [Line Items] | ||
Payment of Royalty | 3.50% | |
Dr. Manalo-Morgan [Member] | ||
Related Party Transaction [Line Items] | ||
Medical services | $ 200 | $ 100 |
RELATED PARTY DISCLOSURES (Sche
RELATED PARTY DISCLOSURES (Schedule of Key management personnel compensation) (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transactions [Abstract] | ||||
Directors' And Officers' Compensation | $ 2,560 | $ 2,261 | ||
Share-Based Payment Arrangement, Expense | $ 992 | $ 2,978 | 797 | 2,373 |
Total | $ 3,357 | $ 4,634 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Narrative) (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||
Feb. 03, 2023 USD ($) shares | Jun. 21, 2022 USD ($) $ / shares shares | Apr. 30, 2022 USD ($) shares | Jun. 30, 2023 USD ($) shares | Mar. 31, 2023 USD ($) | Jun. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) | Jun. 30, 2023 USD ($) shares | Dec. 31, 2022 CAD ($) | Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 USD ($) shares | Jan. 31, 2023 USD ($) shares | |
Schedule Of Commitments And Contingencies [Line Items] | ||||||||||||
Loss contingency provision | $ 389,000 | $ 1,032,000 | ||||||||||
Purchase price per share | $ / shares | $ 0.05 | |||||||||||
Issued Common Shares | shares | 6,859 | 6,859 | 6,776 | 65,517 | ||||||||
Issuance of common shares obligated | shares | 3,000,000 | |||||||||||
Net loss | $ (44,556,000) | $ (3,905,000) | $ (24,672,000) | $ (7,630,000) | $ (52,629,000) | $ (21,361,000) | ||||||
Comprehensive loss | 300,000 | |||||||||||
Shared services and space commitment monthly payment | $ 45,000 | 36,000 | ||||||||||
Common stock value | 0 | $ 0 | 0 | 0 | ||||||||
Potential liabilities | $ 5,000,000 | $ 5,000,000 | ||||||||||
Termination Benefits [Member] | ||||||||||||
Schedule Of Commitments And Contingencies [Line Items] | ||||||||||||
Loss contingency provision | 0 | 183,000 | ||||||||||
Comprehensive loss | 200,000 | 400,000 | ||||||||||
Legal Disputes [Member] | ||||||||||||
Schedule Of Commitments And Contingencies [Line Items] | ||||||||||||
Loss contingency provision | 0 | |||||||||||
Issued Common Shares | shares | 700,000 | |||||||||||
Net loss | $ 1,700,000 | |||||||||||
Company paid | $ 400,000 | |||||||||||
Additional Legal Disputes [Member] | ||||||||||||
Schedule Of Commitments And Contingencies [Line Items] | ||||||||||||
Estimate of possible loss | 3,000,000 | 3,000,000 | ||||||||||
Loss contingency provision | 3,000,000 | 2,900,000 | ||||||||||
Issued Common Shares | shares | 325,000 | |||||||||||
Comprehensive loss | 100,000 | |||||||||||
Common stock value | $ 100,000 | |||||||||||
Indemnification receivables | $ 2,900,000 | |||||||||||
Gerardo Andres Garcia Mendez [Member] | ||||||||||||
Schedule Of Commitments And Contingencies [Line Items] | ||||||||||||
Number of shares to be issued pre-one-for three reverse stock split | shares | 3,000,000 | |||||||||||
Purchase price per share | $ / shares | $ 0.05 | |||||||||||
Franchise Global Health Inc [Member] | ||||||||||||
Schedule Of Commitments And Contingencies [Line Items] | ||||||||||||
Maximum limit of indemnification agreement | $ 5,000,000 | $ 5,000,000 | ||||||||||
Mr Starke [Member] | ||||||||||||
Schedule Of Commitments And Contingencies [Line Items] | ||||||||||||
Wrongfully transferred shares | shares | 8,831,109 | |||||||||||
Value of damages sought | $ 3,900,000 | |||||||||||
Seeking damages | $ 3,900,000 |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES (Schedule of provisions and contingent liabilities) (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Schedule Of Commitments And Contingencies [Line Items] | ||
Beginning Balance, Amount | $ 5,044 | $ 2,033 |
Acquired through business combinations | 4,012 | |
Payments/Settlements | (281) | (2,033) |
Additional provisions | 389 | 1,032 |
Foreign currency translation | 36 | |
Ending Balance, Amount | 5,188 | 5,044 |
Termination Benefits [Member] | ||
Schedule Of Commitments And Contingencies [Line Items] | ||
Beginning Balance, Amount | 183 | 352 |
Acquired through business combinations | 0 | |
Payments/Settlements | (183) | (352) |
Additional provisions | 0 | 183 |
Foreign currency translation | 0 | |
Ending Balance, Amount | 0 | 183 |
Legal Disputes [Member] | ||
Schedule Of Commitments And Contingencies [Line Items] | ||
Beginning Balance, Amount | 3,030 | 1,681 |
Acquired through business combinations | 3,030 | |
Payments/Settlements | (98) | (1,681) |
Additional provisions | 0 | |
Foreign currency translation | 36 | |
Ending Balance, Amount | 2,968 | 3,030 |
Sales Taxes [Member] | ||
Schedule Of Commitments And Contingencies [Line Items] | ||
Beginning Balance, Amount | 1,831 | 0 |
Acquired through business combinations | 982 | |
Payments/Settlements | 0 | 0 |
Additional provisions | 389 | 849 |
Foreign currency translation | 0 | |
Ending Balance, Amount | $ 2,220 | $ 1,831 |
INCOME TAXES (Narrative) (Detai
INCOME TAXES (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Contingency [Line Items] | ||
Reconciliation Federal And Provincial Statutory Income Tax Rate | 26.50% | |
Deferred Income Tax Benefit | $ 1.5 | $ 0.1 |
Description of tax jurisdictions | Canada 2019 to 2022, United States 2019 to 2022, Colombia 2019 to 2022, Germany 2018 to 2022, Denmark 2019 to 2022, and United Kingdom 2021 to 2022. | |
Statutory tax rate | 2.80% | 0.50% |
Current Income Tax Expense | $ 0.1 | $ 0.1 |
Canada [Member] | ||
Income Tax Contingency [Line Items] | ||
Unused Loss Carryforwards | $ 48.7 | |
Beginninge Expire Period | 2037 | |
Germany [Member] | ||
Income Tax Contingency [Line Items] | ||
Unused Loss Carryforwards | $ 0.4 | |
Statutory tax rate | 27.73% | |
Columbia [Member] | ||
Income Tax Contingency [Line Items] | ||
Unused Loss Carryforwards | $ 6.5 | |
Statutory tax rate | 35% | |
Beginninge Expire Period | 2031 | |
Columbia [Member] | Minimum [Member] | ||
Income Tax Contingency [Line Items] | ||
Corporate income tax | 30% | |
Columbia [Member] | Maximum [Member] | ||
Income Tax Contingency [Line Items] | ||
Corporate income tax | 35% | |
United States [Member] | ||
Income Tax Contingency [Line Items] | ||
Unused Loss Carryforwards | $ 13.2 | |
Statutory tax rate | 21% | |
Denmark [Member] | ||
Income Tax Contingency [Line Items] | ||
Unused Loss Carryforwards | $ 6 | |
Statutory tax rate | 22% | |
Beginninge Expire Period | 2039 | |
United Kingdom [Member] | ||
Income Tax Contingency [Line Items] | ||
Statutory tax rate | 19% | |
Foreign [Member] | ||
Income Tax Contingency [Line Items] | ||
Cash and cash equivalents | $ 3.8 |
INCOME TAXES (Schedule of compo
INCOME TAXES (Schedule of components of the income tax provision) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Contingency [Line Items] | ||||||
Total current tax expense | $ 6 | $ 30 | ||||
Total deferred tax expense | (1,544) | (128) | ||||
Total income tax benefit | $ (1,119) | $ 0 | $ (1,196) | $ 0 | (1,538) | (98) |
Canada [Member] | ||||||
Income Tax Contingency [Line Items] | ||||||
Total current tax expense | 0 | 0 | ||||
Total deferred tax expense | (11) | 0 | ||||
U.S. federal [Member] | ||||||
Income Tax Contingency [Line Items] | ||||||
Total current tax expense | 0 | 0 | ||||
Total deferred tax expense | (1,055) | (96) | ||||
U.S. state [Member] | ||||||
Income Tax Contingency [Line Items] | ||||||
Total current tax expense | 0 | 1 | ||||
Total deferred tax expense | (316) | (32) | ||||
Foreign [Member] | ||||||
Income Tax Contingency [Line Items] | ||||||
Total current tax expense | 6 | 29 | ||||
Total deferred tax expense | $ (162) | $ 0 |
INCOME TAXES (Schedule of corp
INCOME TAXES (Schedule of corporate income tax rate) (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Statutory U.S. federal rate | 26.50% | 26.50% |
Earnings in jurisdictions taxed at different rates | 0.50% | 0.60% |
Impairments | (12.90%) | 0% |
Stock based compensation | (1.70%) | (1.70%) |
Loss on investments | 0% | (3.00%) |
Valuation allowance | (12.30%) | (20.70%) |
Other | 2.70% | 0.40% |
Legal settlement | 0% | (1.60%) |
Total federal and provincial statutory income tax rate | 2.80% | 0.50% |
INCOME TAXES (Schedule of defer
INCOME TAXES (Schedule of deferred income tax assets and liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets | ||
Non-capital loss carryforwards | $ 20,240 | $ 7,715 |
Share issuance costs | 1,406 | 1,589 |
Unrealized gains (losses) on investments | 823 | 0 |
Right of use assets | 614 | 0 |
Other | 677 | 0 |
Legal settlement | 0 | 106 |
Allowance for doubtful accounts | 0 | 106 |
Gross deferred tax assets | 23,760 | 9,516 |
Valuation allowance | (20,909) | (8,286) |
Total net deferred tax assets | 2,851 | 1,230 |
Deferred tax liabilities | ||
Intangible assets | 4,094 | 2,741 |
Lease obligations | 469 | 0 |
Total deferred tax liabilities | 4,563 | 2,741 |
Net deferred tax liabilities | $ (1,712) | $ (1,511) |
LOSS PER SHARE (Narrative) (Det
LOSS PER SHARE (Narrative) (Details) - 2022 Plan [Member] | 12 Months Ended |
Dec. 31, 2022 shares | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Restricted units granted, shares | 1,040,000 |
Number of option granted | 100,000 |
LOSS PER SHARE (Schedule of ant
LOSS PER SHARE (Schedule of anti-dilutive shares) (Details) - shares shares in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total anti-dilutive | 1,902 | 2,054 | 14,194 |
Stock Options [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total anti-dilutive | 220 | 290 | 5,448 |
Warrants [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total anti-dilutive | 960 | 961 | 8,746 |
Restricted Stock Awards [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total anti-dilutive | 65 | 146 | 0 |
Just CBD [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total anti-dilutive | 657 | 657 | 0 |
FINANCIAL INSTRUMENTS AND RISK
FINANCIAL INSTRUMENTS AND RISK MANAGEMENT ( Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Cash and restricted cash | $ 9,537 | $ 1,807 | $ 9,888 | $ 37,616 | $ 15,523 |
Financial assets and liabilities | $ 100 | 500 | |||
Description of exchange rate | then changing the rate by 10%. Management determined 10% is a 'reasonably possible' change in foreign currency rates by considering the approximate change in rates in the prior twelve months. | ||||
Credit Risk [Member] | |||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Cash and restricted cash | $ 9,500 | 37,600 | |||
Credit Risk [Member] | Held With Large Financial Institutions And National Central Banks [Member] | |||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Cash and restricted cash | 9,500 | 37,400 | |||
Credit Risk [Member] | Financial Intermediaries [Member] | |||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Cash and restricted cash | $ 100 | $ 200 |
FINANCIAL INSTRUMENTS AND RIS_2
FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (Schedule of information about the financial instruments and their classifications) (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Investments | $ 200 | $ 734 | $ 2,670 |
Contingent purchase consideration from asset acquisitions and business combinations | 2,354 | 3,547 | |
Level 1 [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Investments | 0 | 0 | 0 |
Contingent purchase consideration from asset acquisitions and business combinations | 0 | 0 | |
Level 2 [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Investments | 0 | 0 | 0 |
Contingent purchase consideration from asset acquisitions and business combinations | 2,354 | 3,547 | |
Level 3 [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Investments | 200 | 734 | $ 2,670 |
Contingent purchase consideration from asset acquisitions and business combinations | $ 0 | $ 0 |
FINANCIAL INSTRUMENTS AND RIS_3
FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (Schedule of assets and liabilities denominated in foreign currencies) (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Cash | $ 1,800 | ||
Amounts receivable | 4,854 | $ 5,259 | $ 5,324 |
Accrued liabilities | (1,241) | ||
Lease liability | $ (2,177) | ||
CAD [Member] | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Cash | 1,691 | 1,393 | |
Amounts receivable | 2,964 | 72 | |
Loans receivable | 0 | 0 | |
Trade payables | (9,333) | (40) | |
Accrued liabilities | (522) | (589) | |
Lease liability | (153) | 0 | |
Long term debt | (1,446) | 0 | |
Net carrying value | (6,799) | 836 | |
COP [Member] | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Cash | 2,961,487 | 4,451,775 | |
Amounts receivable | 15,127,223 | 15,775,755 | |
Loans receivable | 0 | 0 | |
Trade payables | (2,975,794) | (5,398,068) | |
Accrued liabilities | (1,173,118) | (2,120,869) | |
Lease liability | (1,809,970) | (1,690,797) | |
Long term debt | 0 | (72,963) | |
Net carrying value | 12,129,828 | 10,944,833 | |
GBP [Member] | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Cash | 64 | ||
Amounts receivable | 61 | ||
Loans receivable | 0 | ||
Trade payables | (56) | ||
Accrued liabilities | (22) | ||
Lease liability | (17) | ||
Long term debt | 0 | ||
Net carrying value | 30 | ||
EUR [Member] | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Cash | 1 | 896 | |
Amounts receivable | 0 | 0 | |
Loans receivable | 0 | 0 | |
Trade payables | (161) | 0 | |
Accrued liabilities | 0 | 0 | |
Lease liability | 0 | 0 | |
Long term debt | 0 | 0 | |
Net carrying value | (160) | 896 | |
CHF [Member] | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Cash | 0 | 0 | |
Amounts receivable | 0 | 0 | |
Loans receivable | 250 | 250 | |
Trade payables | 0 | 0 | |
Accrued liabilities | 0 | 0 | |
Lease liability | 0 | 0 | |
Long term debt | 0 | 0 | |
Net carrying value | $ 250 | $ 250 |
SEGMENTED INFORMATION (Narrativ
SEGMENTED INFORMATION (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Segment Reporting [Abstract] | ||
Consolidated revenue | 10% | 10% |
Revenue One | $ 1.3 |
SEGMENTED INFORMATION (Schedule
SEGMENTED INFORMATION (Schedule of disaggregation of net sales by geographic area) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Segment Reporting Information [Line Items] | ||||||
Net Sales | $ 21,460 | $ 8,943 | $ 40,779 | $ 13,144 | $ 37,171 | $ 8,980 |
Net Loss Before Income Taxes | (38,110) | (23,052) | (41,374) | (29,307) | (54,167) | (21,459) |
United States [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Net Sales | 10,352 | 8,679 | 21,351 | 12,745 | 32,504 | 1,681 |
Net Loss Before Income Taxes | (27,867) | (750) | ||||
Germany [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Net Sales | 10,797 | 0 | 18,755 | 0 | 87 | 0 |
Net Loss Before Income Taxes | (121) | 0 | ||||
Colombia [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Net Sales | 3,578 | 6,919 | ||||
Net Loss Before Income Taxes | (6,059) | (3,312) | ||||
United Kingdom [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Net Sales | $ 311 | $ 264 | $ 673 | $ 399 | 1,002 | 0 |
Net Loss Before Income Taxes | (3,120) | 0 | ||||
Canada [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Net Sales | 0 | 380 | ||||
Net Loss Before Income Taxes | $ (17,000) | $ (17,397) |
SEGMENTED INFORMATION (Schedu_2
SEGMENTED INFORMATION (Schedule of operation segments information) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Segment Reporting Information [Line Items] | ||||||
Net Sales | $ 21,460 | $ 8,943 | $ 40,779 | $ 13,144 | $ 37,171 | $ 8,980 |
Gross Profit | 3,960 | 3,319 | 9,306 | 5,547 | 14,414 | 2,425 |
Net Income (Loss) | (36,991) | (23,052) | (40,178) | (29,307) | (52,629) | (21,361) |
Total assets | 30,479 | 30,479 | 80,987 | 85,479 | ||
Commercial & Wholesale [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Net Sales | 10,797 | 0 | 18,755 | 0 | 201 | 3 |
Gross Profit | (150) | (14) | ||||
Net Income (Loss) | (6,710) | 0 | (6,737) | 0 | (1,643) | (1,076) |
Total assets | 11,129 | 11,129 | 22,225 | 3,040 | ||
House of Brands [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Net Sales | 13,000 | 10,810 | 26,765 | 15,793 | 40,531 | 6,254 |
Gross Profit | 13,592 | 1,256 | ||||
Net Income (Loss) | (28,763) | (17,354) | (29,118) | (18,016) | (31,764) | (1,197) |
Total assets | 16,317 | 16,317 | 48,950 | 36,912 | ||
Pharmaceuticals [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Net Sales | 0 | 0 | 0 | 0 | 2,543 | 3,190 |
Gross Profit | 972 | 1,650 | ||||
Net Income (Loss) | (36) | 0 | (81) | 0 | (1,229) | 311 |
Total assets | 1,159 | 1,159 | 3,313 | 4,602 | ||
Corp & Eliminations [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Net Sales | (2,337) | (1,867) | (4,741) | (2,649) | (6,104) | (467) |
Gross Profit | 0 | (467) | ||||
Net Income (Loss) | (1,482) | $ (5,698) | (4,242) | $ (11,291) | (17,993) | (19,399) |
Total assets | $ 1,874 | $ 1,874 | $ 6,499 | $ 40,925 |
SEGMENTED INFORMATION (Schedu_3
SEGMENTED INFORMATION (Schedule of other significant items) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Segment Reporting Information [Line Items] | ||||||
Stock-based compensation | $ 338 | $ 1,263 | $ 992 | $ 2,789 | $ 3,404 | $ 1,340 |
Depreciation and amortization | 874 | $ 706 | 1,738 | $ 1,050 | 2,629 | 501 |
Total assets | 30,479 | 30,479 | 80,987 | 85,479 | ||
Commercial & Wholesale [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Stock-based compensation | 0 | 0 | ||||
Interest income | (19) | 2 | ||||
Income taxes | (12) | 0 | ||||
Depreciation and amortization | 165 | 168 | ||||
Unrealized loss from changes in fair value | 0 | 0 | ||||
Total assets | 11,129 | 11,129 | 22,225 | 3,040 | ||
House of Brands [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Stock-based compensation | 0 | 0 | ||||
Interest income | (20) | 8 | ||||
Income taxes | (1,393) | (127) | ||||
Depreciation and amortization | 2,099 | 208 | ||||
Unrealized loss from changes in fair value | 0 | 0 | ||||
Total assets | 16,317 | 16,317 | 48,950 | 36,912 | ||
Pharmaceuticals [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Stock-based compensation | 0 | 0 | ||||
Interest income | (9) | 14 | ||||
Income taxes | (133) | (29) | ||||
Depreciation and amortization | 174 | 58 | ||||
Unrealized loss from changes in fair value | 0 | 0 | ||||
Total assets | 1,159 | 1,159 | 3,313 | 4,602 | ||
Corporate & Eliminations [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Stock-based compensation | 3,404 | 1,340 | ||||
Interest income | (8) | 8 | ||||
Income taxes | 0 | 0 | ||||
Depreciation and amortization | 191 | 67 | ||||
Unrealized loss from changes in fair value | 593 | 2,345 | ||||
Total assets | $ 1,874 | $ 1,874 | 6,499 | 40,925 | ||
Consolidated [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Stock-based compensation | 3,404 | 1,340 | ||||
Interest income | (56) | 32 | ||||
Income taxes | (1,538) | (98) | ||||
Depreciation and amortization | 2,629 | 501 | ||||
Unrealized loss from changes in fair value | 593 | 2,345 | ||||
Total assets | $ 80,987 | $ 85,479 |
SEGMENTED INFORMATION (Schedul
SEGMENTED INFORMATION (Schedule of disaggregation of property, plant and equipment and other long-lived assets by geographic area) (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Segment Reporting Information [Line Items] | |||
Property, Plant And Equipment | $ 951 | $ 1,218 | $ 3,750 |
Other Long-lived Assets | 45,022 | 33,786 | |
Total assets | $ 30,479 | 80,987 | 85,479 |
United States [Member] | |||
Segment Reporting Information [Line Items] | |||
Property, Plant And Equipment | 759 | 117 | |
Other Long-lived Assets | 33,332 | 29,533 | |
Total assets | 45,341 | 31,847 | |
Germany [Member] | |||
Segment Reporting Information [Line Items] | |||
Property, Plant And Equipment | 459 | 0 | |
Other Long-lived Assets | 9,969 | 0 | |
Total assets | 19,382 | 0 | |
Colombia [Member] | |||
Segment Reporting Information [Line Items] | |||
Property, Plant And Equipment | 3,592 | 3,633 | |
Other Long-lived Assets | 800 | 409 | |
Total assets | 8,122 | 12,439 | |
United Kingdom [Member] | |||
Segment Reporting Information [Line Items] | |||
Other Long-lived Assets | 191 | 0 | |
Total assets | 559 | 0 | |
Canada [Member] | |||
Segment Reporting Information [Line Items] | |||
Other Long-lived Assets | 730 | 3,844 | |
Total assets | $ 7,583 | $ 41,193 |
SUBSEQUENT EVENTS (Narrative) (
SUBSEQUENT EVENTS (Narrative) (Details) $ / shares in Units, $ in Millions | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
Aug. 03, 2023 CAD ($) | Jul. 05, 2023 CAD ($) | Jul. 05, 2023 USD ($) | Mar. 31, 2023 $ / shares shares | Jun. 30, 2023 USD ($) shares | Dec. 31, 2022 USD ($) shares | Jan. 31, 2023 USD ($) shares | Jan. 06, 2023 USD ($) | Dec. 31, 2021 USD ($) shares | |
Subsequent Event [Line Items] | |||||||||
Number of restricted shares forfeited | 4,000 | ||||||||
Number of options share forfeited | 51,432 | ||||||||
Minimum price | $ | $ 1 | ||||||||
Issued Common Shares | 6,859 | 6,776 | 65,517 | ||||||
Common stock value | $ | $ 0 | $ 0 | $ 0 | ||||||
Stock options exercisable price per share | $ / shares | $ 0.35 | ||||||||
Stock options expiration term | 10 years | ||||||||
Options exercised shares | 200 | ||||||||
Number of common shares exchanged | 200 | ||||||||
Settlement Agreement [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Issued Common Shares | 325,000 | ||||||||
Common stock value | $ | $ 100,000 | ||||||||
Subsequent Event [Member] | Share Purchase Agreement [Member] | Lisan Farma Colombia LLC [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Purchase price | $ 0.5 | $ 0.8 | $ 600,000 | ||||||
Vest In One Year [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Number of restricted shares vested | 675,000 | ||||||||
Vest In Three Years [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Number of restricted shares vested | 365,000 | ||||||||
Board of Directors [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Restricted units granted, shares | 1,040,000 | ||||||||
Number of options, granted | 100,000 |