Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 03, 2023 | |
Cover [Abstract] | ||
Entity Registrant Name | Flora Growth Corp. | |
Entity Central Index Key | 0001790169 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2023 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock Shares Outstanding | 8,208,595 | |
Entity File Number | 000-52776 | |
Entity Incorporation State Country Code | A6 | |
Entity Address Address Line 1 | 3406 SW 26 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 | |
Security 12b Title | Common Shares, no par value | |
Trading Symbol | FLGC | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Tax Identification Number | 00-0000000 |
Unaudited Condensed Interim Con
Unaudited Condensed Interim Consolidated Statements of Financial Position - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash | $ 4,763 | $ 8,935 |
Restricted cash | 35 | 0 |
Trade and amounts receivable, net of $1,265 allowance ($1,385 at December 31, 2022) | 3,543 | 5,259 |
Loans receivable and advances | 0 | 271 |
Prepaid expenses and other current assets | 957 | 805 |
Indemnification receivables | 3,333 | 3,429 |
Inventory | 10,637 | 8,747 |
Current assets held for sale | 589 | 3,709 |
Total current assets | 23,857 | 31,155 |
Non-current | ||
Property, plant and equipment | 900 | 1,218 |
Operating lease right of use assets | 936 | 2,118 |
Intangible assets | 5,422 | 17,739 |
Goodwill | 0 | 23,372 |
Investments | 200 | 730 |
Other assets | 285 | 263 |
Noncurrent assets held for sale | 0 | 4,392 |
Total assets | 31,600 | 80,987 |
Current | ||
Trade payables | 6,706 | 7,831 |
Contingencies | 5,398 | 5,044 |
Current portion of debt | 1,115 | 1,086 |
Current portion of operating lease liability | 972 | 1,116 |
Other accrued liabilities | 2,017 | 1,760 |
Current liabilities held for sale | 374 | 610 |
Total current liabilities | 16,582 | 17,447 |
Non-current | ||
Non-current operating lease liability | 1,030 | 1,561 |
Deferred tax | 481 | 1,712 |
Contingent purchase considerations | 385 | 3,547 |
Noncurrent liabilities held for sale | 0 | 308 |
Total liabilities | 18,478 | 24,575 |
SHAREHOLDERS' EQUITY | ||
Share capital, no par value, unlimited authorized, 8,216 issued and outstanding (6,776 at December 31, 2022) | 0 | 0 |
Additional paid-in capital | 149,857 | 150,420 |
Accumulated other comprehensive loss | (1,800) | (2,732) |
Deficit | (133,734) | (90,865) |
Total Flora Growth Corp. shareholders' equity | 14,323 | 56,823 |
Non-controlling interest in subsidiaries | (1,201) | (411) |
Total shareholders' equity | 13,122 | 56,412 |
Total liabilities and shareholders' equity | $ 31,600 | $ 80,987 |
Unaudited Condensed Interim C_2
Unaudited Condensed Interim Consolidated Statements of Financial Position (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Unaudited Condensed Interim Consolidated Statements of Financial Position | ||
Trade and amounts receivable, allowance | $ 1,265 | $ 1,385 |
Share capital, shares issued | 8,216 | 6,776 |
Share capital, shares outstanding | 8,216 | 6,776 |
Unaudited Condensed Interim C_3
Unaudited Condensed Interim Consolidated Statements of Loss and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Unaudited Condensed Interim Consolidated Statements of Loss and Comprehensive Loss | ||||
Revenue | $ 17,317 | $ 9,707 | $ 58,096 | $ 22,851 |
Cost of sales | 12,375 | 5,024 | 43,848 | 12,621 |
Gross profit | 4,942 | 4,683 | 14,248 | 10,230 |
Operating expenses | ||||
Consulting and management fees | 2,346 | 2,778 | 9,679 | 6,754 |
Professional fees | 415 | 742 | 1,080 | 2,447 |
General and administrative | 340 | 956 | 1,376 | 2,615 |
Promotion and communication | 1,142 | 2,145 | 3,713 | 6,559 |
Travel expenses | 77 | 277 | 333 | 769 |
Share based compensation | 4 | 162 | 996 | 2,951 |
Research and development | 8 | 79 | 37 | 313 |
Operating lease expense | 286 | 332 | 910 | 659 |
Depreciation and amortization | 305 | 562 | 2,043 | 1,612 |
Bad debt expense | (14) | 631 | 33 | 886 |
Asset impairment | 0 | 0 | 34,941 | 15,652 |
Other expenses (income), net | 573 | 393 | 2,078 | 1,203 |
Total operating expenses | 5,482 | 9,057 | 57,219 | 42,420 |
Operating loss | (540) | (4,374) | (42,971) | (32,190) |
Interest expense (income) | 16 | (5) | 67 | (47) |
Foreign exchange loss (gain) | 98 | 128 | (78) | 328 |
Unrealized (gain) loss from changes in fair value | (1,233) | 2,177 | (2,165) | 3,510 |
Net income (loss) before income taxes and discontinued operations | 579 | (6,674) | (40,795) | (35,981) |
Income tax recovery | (51) | 0 | (1,247) | 0 |
Net income (loss) from continuing operations | 630 | (6,674) | (39,548) | (35,981) |
Income (loss) from discontinued operations, net of taxes | 492 | (737) | (7,791) | (3,732) |
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest, Total | 1,122 | (7,411) | (47,339) | (39,713) |
Net loss attributable to noncontrolling interest | (115) | (30) | (410) | (135) |
Net Income (Loss) Attributable to Parent, Total | $ 1,237 | $ (7,381) | $ (46,929) | $ (39,578) |
Basic income (loss) per share from continuing operations | $ 0.09 | $ (1.74) | $ (5.84) | $ (9.68) |
Diluted income (loss) per share from continuing operations | 0.08 | (1.74) | (5.84) | (9.68) |
Basic income (loss) per share attributable to Flora Growth Corp | 0.18 | (1.93) | (6.93) | (10.65) |
Diluted income (loss) per share attributable to Flora Growth Corp. | $ 0.16 | $ (1.93) | $ (6.93) | $ (10.65) |
Weighted average number of common shares outstanding - basic | 6,940 | 3,831 | 6,770 | 3,717 |
Weighted average number of common shares outstanding - diluted | 7,637 | 3,831 | 6,770 | 3,717 |
Other comprehensive income (loss) | ||||
Net income (loss) for the period | $ 1,122 | $ (7,411) | $ (47,339) | $ (39,713) |
Foreign currency translation, net of income taxes of $nil ($nil in 2022) | 274 | 1,048 | (932) | 1,615 |
Comprehensive income (loss) for the period | 848 | (8,459) | (46,407) | (41,328) |
Comprehensive income (loss) attributable to noncontrolling interests | (115) | (30) | (410) | (135) |
Comprehensive income (loss) attributable to Flora Growth Corp. | $ 963 | $ (8,429) | $ (45,997) | $ (41,193) |
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, 2021 | 3,276 | |||||
Balance, amount at Dec. 31, 2021 | $ 0 | $ 116,810 | $ (1,108) | $ (38,536) | $ (225) | $ 76,941 |
Common shares issued for business combinations, shares | 475 | |||||
Common shares issued for business combinations, amount | 14,697 | 14,697 | ||||
Equity issued for other agreements, shares | 40 | |||||
Equity issued for other agreements, amount | 1,553 | 1,553 | ||||
Share repurchase, amount | (255) | (255) | ||||
Share repurchase, shares | (18) | |||||
Acquisition of noncontrolling interest, shares | 6 | |||||
Acquisition of noncontrolling interest, amount | 283 | (365) | 28 | (54) | ||
Options issued | 3,524 | 3,524 | ||||
Options exercised, shares | 28 | |||||
Options exercised, amount | 82 | 82 | ||||
Options forfeited | (1,164) | 413 | (751) | |||
Restricted units granted, amount | 95 | 95 | ||||
Restricted units granted, shares | 38 | |||||
Warrants exercised, shares | 24 | |||||
Warrants exercised, amount | 97 | 97 | ||||
Share issuance costs | (88) | (88) | ||||
Other comprehensive loss - exchange differences on foreign operations (net of income taxes of $nil) | (1,615) | (1,615) | ||||
Net loss | (39,578) | (135) | (39,713) | |||
Balance, shares at Sep. 30, 2022 | 3,869 | |||||
Balance, amount at Sep. 30, 2022 | $ 0 | 135,634 | (2,723) | (78,066) | (332) | 54,513 |
Balance, shares at Jun. 30, 2022 | 3,847 | |||||
Balance, amount at Jun. 30, 2022 | $ 0 | 135,892 | (1,675) | (71,098) | (302) | 62,817 |
Share repurchase, amount | (5) | (5) | ||||
Share repurchase, shares | (18) | |||||
Options issued | 818 | 818 | ||||
Options exercised, shares | 2 | |||||
Options exercised, amount | 5 | 5 | ||||
Options forfeited | (1,164) | 413 | (751) | |||
Restricted units granted, amount | 95 | 95 | ||||
Restricted units granted, shares | 38 | |||||
Warrants exercised, amount | 6 | 6 | ||||
Share issuance costs | (13) | (13) | ||||
Other comprehensive loss - exchange differences on foreign operations (net of income taxes of $nil) | (1,048) | (1,048) | ||||
Net loss | (7,381) | (30) | (7,411) | |||
Balance, shares at Sep. 30, 2022 | 3,869 | |||||
Balance, amount at Sep. 30, 2022 | $ 0 | 135,634 | (2,723) | (78,066) | (332) | 54,513 |
Balance, shares at Dec. 31, 2022 | 6,776 | |||||
Balance, amount at Dec. 31, 2022 | $ 0 | 150,420 | (2,732) | (90,865) | (411) | 56,412 |
September unit offering, shares | 1,369 | |||||
September unit offering, amount | 2,738 | 2,738 | ||||
September unit offering issuance costs | (254) | (254) | ||||
Common shares issued for other agreements, shares | 126 | |||||
Common shares issued for other agreements, amount | 542 | 542 | ||||
Options issued | 219 | 219 | ||||
Options forfeited | (4,335) | 4,060 | (275) | |||
Restricted units granted, amount | 1,415 | 1,415 | ||||
Restricted units granted, shares | 112 | |||||
Restricted stock cancelled, shares | (167) | |||||
Restricted stock cancelled, amount | (810) | (810) | ||||
Share issuance costs | (78) | (78) | ||||
Derecognition of equity related to Colombia assets | (195) | (380) | (575) | |||
Other comprehensive loss - exchange differences on foreign operations (net of income taxes of $nil) | 1,127 | 1,127 | ||||
Net loss | (46,929) | (410) | (47,339) | |||
Balance, shares at Sep. 30, 2023 | 8,216 | |||||
Balance, amount at Sep. 30, 2023 | $ 0 | 149,857 | (1,800) | (133,734) | (1,201) | 13,122 |
Balance, shares at Jun. 30, 2023 | 6,859 | |||||
Balance, amount at Jun. 30, 2023 | $ 0 | 150,726 | (1,526) | (138,266) | (706) | 10,228 |
September unit offering, shares | 1,369 | |||||
September unit offering, amount | 2,738 | 2,738 | ||||
September unit offering issuance costs | (254) | (254) | ||||
Options issued | 8 | 8 | ||||
Options forfeited | (3,312) | 3,295 | (17) | |||
Restricted units granted, amount | 43 | 43 | ||||
Restricted stock cancelled, shares | (12) | |||||
Restricted stock cancelled, amount | (30) | (30) | ||||
Share issuance costs | (62) | (62) | ||||
Derecognition of equity related to Colombia assets | (195) | (380) | (575) | |||
Other comprehensive loss - exchange differences on foreign operations (net of income taxes of $nil) | (79) | (79) | ||||
Net loss | 1,237 | (115) | 1,122 | |||
Balance, shares at Sep. 30, 2023 | 8,216 | |||||
Balance, amount at Sep. 30, 2023 | $ 0 | $ 149,857 | $ (1,800) | $ (133,734) | $ (1,201) | $ 13,122 |
Unaudited Condensed Interim C_5
Unaudited Condensed Interim Consolidated Statement of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (47,339) | $ (39,713) |
Adjustments to net loss: | ||
Depreciation and amortization | 2,192 | 1,981 |
Share based compensation | 996 | 3,140 |
Asset impairment | 39,645 | 15,652 |
Changes in fair value of investments and liabilities | (2,165) | 3,510 |
Bad debt expense | 598 | 1,036 |
Loss on disposal of Colombia assets | 1,310 | 0 |
Interest expense (income) | 69 | (6) |
Interest paid | (69) | (145) |
Income tax recovery | (1,236) | 0 |
Net income (loss) to cash provided by (used in) operating activities | (5,999) | (14,545) |
Net change in non-cash working capital: | ||
Trade and other receivables | 1,889 | 909 |
Inventory | (1,553) | (1,082) |
Prepaid expenses and other assets | (213) | 203 |
Trade payables and accrued liabilities | (1,389) | (457) |
Net cash used in operating activities | (7,265) | (14,972) |
Cash flows from financing activities: | ||
September units issued | 2,738 | 0 |
Equity issue costs | (329) | (88) |
Exercise of warrants and options | 0 | 179 |
Common shares repurchased | 0 | (255) |
Loan borrowings | 168 | 212 |
Loan repayments | (131) | (146) |
Net cash provided (used) by financing activities | 2,446 | (98) |
Cash flows from investing activities: | ||
Purchases of property, plant and equipment and intangible assets | (201) | (949) |
Net cash on disposals | (71) | 0 |
Business and asset acquisitions, net of cash acquired | 0 | (15,238) |
Net cash used in investing activities | (272) | (16,187) |
Effect of exchange rate on changes on cash | 954 | (459) |
Change in cash during the period | (4,137) | (31,716) |
Cash and restricted cash at beginning of period | 8,935 | 37,616 |
Cash included in assets held for sale | 0 | (408) |
Cash and restricted cash at end of period | 4,798 | 5,492 |
Supplemental disclosure of non-cash investing and financing activities | ||
Common shares issued for business combinations | $ 0 | $ 14,917 |
Assets acquired for contingent consideration | 303 | 0 |
Common shares issued for other agreements | 95 | 1,281 |
Operating lease additions to right of use assets | 200 | 2,053 |
Share issuance costs | $ 297 | $ 0 |
NATURE OF OPERATIONS
NATURE OF OPERATIONS | 9 Months Ended |
Sep. 30, 2023 | |
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. |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2023 | |
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 unaudited condensed interim 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 $4.8 million at September 30, 2023, net loss of $47.3 million for the nine months ended September 30, 2023, and an accumulated deficit of $133.7 million at September 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, except as noted below. 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 was transferred to Lisan at the date of closing. All assets underlying this sale were transferred to Lisan on an "as is where is" basis. The results of these subsidiaries are included in discontinued operations in the accompanying unaudited condensed interim consolidated financial statements. See discussion in Note 3. |
ASSETS HELD FOR SALE AND DISCON
ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS | 9 Months Ended |
Sep. 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 during the quarter ended September 30, 2023 which completed the sale and transfer of Flora Growth Corp Colombia S.A.S, Flora Lab S.A.S., Flora Med S.A.S., Labcofarm Laboratorios S.A.S., Kasa Wholefoods Company S.A.S., Flora Growth Corp. Sucursal Colombia and Flora Beauty LLC Sucursal Colombia. The Company and Lisan completed the sale of Cosechemos Ya S.A.S on November 1, 2023. Because this occurred after the reporting period, the assets and liabilities of Cosechemos Ya S.A.S remain as held for sale as of September 30, 2023. 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 September 30, 2023 and December 31, 2022 were as follows: September 30, 2023 December 31, 2022 Assets held for sale Cash $ - $ 602 Trade and amounts receivable 295 1,592 Prepaid expenses and other current assets 13 174 Inventory 281 1,341 Total current assets held for sale 589 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 $ 589 $ 8,101 Liabilities held for sale Current portion of operating lease liability $ 69 $ 72 Other accrued liabilities 305 538 Total current liabilities held for sale 374 610 Non-current operating lease liability - 308 Total liabilities held for sale $ 374 $ 918 The following table summarizes the major classes of line items included in income (loss) from discontinued operations, net of tax, for the three and nine months ended September 30, 2023 and 2022: For the three For the three For the nine For the nine Revenue $ - $ 1,058 $ 1,450 $ 2,831 Cost of sales - 770 1,123 1,544 Gross profit from discontinued operations - 288 327 1,287 Consulting and management fees 171 459 847 1,726 Professional fees - 60 82 451 General and administrative - 231 282 1,000 Promotion and communication - 50 14 355 Operating lease expense - 54 93 176 Depreciation and amortization - 104 148 400 Bad debt expense - - 565 150 Asset impairment - - 4,704 - Other (income) expense (64 ) 54 60 720 Operating loss from discontinued operations (107 ) (724 ) (6,468 ) (3,691 ) Interest (income) expense - 13 2 41 Net loss before income taxes (107 ) (737 ) (6,470 ) (3,732 ) (Gain) loss on disposal of discontinued operations (599 ) - 1,310 - Income tax expense - - 11 - Income (loss) from discontinued operations $ 492 $ (737 ) $ (7,791 ) $ (3,732 ) Basic income (loss) per share from discontinued operations $ 0.09 $ (0.18 ) $ (1.09 ) $ (0.97 ) Diluted income (loss) per share from discontinued operations $ 0.08 $ (0.18 ) $ (1.09 ) $ (0.97 ) The following table summarizes the significant operating and investing items related to the Colombian subsidiaries for the nine months ended September 30, 2023 and 2022 For the nine For the nine Operating activities of discontinued operations Depreciation and amortization $ 148 $ 400 Bad debt expense 565 150 Asset impairment 4,704 - Investing activities of discontinued operations Purchases of property, plant and equipment $ 94 $ 624 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 nine months ended September 30, 2023, the Company recorded a loss on disposal of $1.3 million as the carrying value of the assets being sold exceeded the expected sale price. During the three months ended September 30, 2023, the Company recorded a gain on disposal of $0.6 million because of the derecognition of equity components related to the Colombian entities for which the Company lost control. |
TRADE AND AMOUNTS RECEIVABLE
TRADE AND AMOUNTS RECEIVABLE | 9 Months Ended |
Sep. 30, 2023 | |
Trade And Other Receivables [Abstract] | |
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 September 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. September 30, 2023 December 31, 2022 Trade accounts receivable $ 3,239 $ 4,288 Allowance for expected credit losses (1,265 ) (1,385 ) HST/VAT receivable 1,281 2,294 Other receivables 288 62 Total $ 3,543 $ 5,259 Changes in the trade accounts receivable allowance in the three and nine months ended September 30, 2023 relate to establishing an allowance for expected credit losses and reclassification of assets held for sale. There were less than $0.1 million and $0.1 million in write-offs of trade receivables during the three and nine months ended September 30, 2023, respectively. The Company has no amounts written-off that are still subject to collection enforcement activity as at September 30, 2023. The Company's aging of trade accounts receivable is as follows: September 30, 2023 Current $ 929 1-30 Days 508 31-60 Days 192 61-90 Days 140 91-180 Days 371 180+ Days 1,099 Total trade receivables $ 3,239 |
INVENTORY
INVENTORY | 9 Months Ended |
Sep. 30, 2023 | |
Inventory Disclosure [Abstract] | |
INVENTORY [Text Block] | 5. INVENTORY Inventory is comprised of the following: September 30, 2023 December 31, 2022 Raw materials and supplies $ 1,417 $ 2,363 Finished goods 9,220 6,384 Total $ 10,637 $ 8,747 |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 9 Months Ended |
Sep. 30, 2023 | |
PROPERTY PLANT AND EQUIPMENT | |
PROPERTY, PLANT AND EQUIPMENT [Text Block] | 6. PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment consist of the following: September 30, 2023 December 31, 2022 Land $ 287 $ 291 Machinery and office equipment 762 1,098 Vehicles 81 37 Total 1,130 1,426 Less: accumulated depreciation (230 ) (208 ) Property, plant and equipment, net $ 900 $ 1,218 Depreciation expense for the three and nine months ended September 30, 2023 was less than $ million and $0.2 million, respectively, (September 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 nine months ended September 30, 2023. See Note 10. |
INVESTMENTS
INVESTMENTS | 9 Months Ended |
Sep. 30, 2023 | |
INVESTMENTS | |
INVESTMENTS [Text Block] | 7. As at September 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 nine months ended September 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 had 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. The Company determined that there were no impairment indicators present as of September 30, 2023. A schedule of the Company's investments activity is as follows: Investee Warrants CAD Warrants CAD 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 September 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. |
ASSET ACQUISITIONS AND BUSINESS
ASSET ACQUISITIONS AND BUSINESS COMBINATIONS | 9 Months Ended |
Sep. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
ASSET ACQUISITIONS AND BUSINESS COMBINATIONS [Text Block] | 8. 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 September 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 September 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 September 30, 2023 ($1.16), 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 September 30, 2023 was $0.7 million, with the $1.9 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. ("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 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 September 30, 2023 was $0.1 million, with the $0.8 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. |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS AND GOODWILL [Text Block] | 9. INTANGIBLE ASSETS AND GOODWILL A continuity of intangible assets for the nine months ended September 30, 2023 is as follows: License Customer/Supplier Trademarks 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 September 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 172 790 416 284 198 - 1,860 At September 30, 2023 $ 172 $ 1,138 $ 1,034 $ 905 $ 661 $ - $ 3,910 Foreign currency translation 15 52 19 - - (261 ) (175 ) Net book value at September 30, 2023 $ 487 $ 2,202 $ 2,540 $ 193 $ - $ - $ 5,422 Amortization expense for the three and nine months ended September 30, 2023 was $ million and $1.9 million respectively (September 30, 2022 - million and $1.4 million, respectively) and was recorded in depreciation and amortization in the unaudited condensed interim consolidated statements of loss and comprehensive loss. At September 30, 2023, the weighted average amortization period remaining for intangible assets was 5.5 years. At September 30, 2023, the estimated future amortization expense related to intangible assets is as follows: 2023 $ 260 2024 1,039 2025 1,039 2026 1,039 2027 974 Thereafter 1,071 Total $ 5,422 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 September 30, 2023 $ - $ - $ - $ - |
IMPAIRMENT OF ASSETS
IMPAIRMENT OF ASSETS | 9 Months Ended |
Sep. 30, 2023 | |
Impairment Of Assets [Abstract] | |
IMPAIRMENT OF ASSETS [Text Block] | 10. IMPAIRMENT OF ASSETS 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. The Company determined that there were no impairment indicators present as of September 30, 2023. 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 The Company determined that there were no impairment indicators present as of September 30, 2023. For asset groups that had indicators of impairment as of June 30, 2023, the Company performed a quantitative analysis 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. |
DEBT
DEBT | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
DEBT [Text Block] | 11. DEBT 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 September 30, 2023, 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 was originally due January 10, 2023. 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 September 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 $0.1 million. |
LEASES
LEASES | 9 Months Ended |
Sep. 30, 2023 | |
Leases [Abstract] | |
LEASES [Text Block] | 12. 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 September 30, 2023. Information regarding the Company's leases is as follows: Three months Three months Nine months Nine months Components of lease expense Operating lease expense $ 286 $ 332 $ 910 $ 659 Short-term lease expense 109 85 244 318 Sublease income (17 ) - (17 ) - Total lease expense $ 378 $ 417 $ 1,137 $ 977 Other Information Operating cash flows from operating leases $ 330 $ 346 $ 1,050 $ 835 ROU assets obtained in exchange for new operating lease liabilities 103 - 200 2,825 Weighted-average remaining lease term in years for operating leases 2.7 3.7 Weighted-average discount rate for operating leases 7.9% 8.1% Maturities of operating lease liabilities as of September 30, 2023 are as follows: Thousands of United States dollars Operating Leases 2023 $ 345 2024 870 2025 441 2026 372 2027 192 Total future lease payments 2,220 Less: imputed interest (218 ) Total lease liabilities 2,002 Less: current lease liabilities (972 ) Total non-current lease liabilities $ 1,030 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. The Company began subleasing retail space in Miami, Florida to a third party during the third quarter of 2023. The sublease agreement is effective through November 30, 2026 and contains one option to renew for five more years. |
SHARE CAPITAL
SHARE CAPITAL | 1 Months Ended |
Sep. 21, 2023 | |
Stockholders' Equity Note [Abstract] | |
SHARE CAPITAL [Text Block] | 13. SHARE CAPITAL Authorized and issued The Company is authorized to issue an unlimited number of common shares, no par value. The Company had the following significant common share transactions: Nine months ended September 30, 2023 SEPTEMBER 2023 UNIT OFFERING On September 21, 2023, the Company closed a registered direct offering of 1,369,000 units of the Company at a price of $2.00 per unit for gross proceeds of $2.7 million. Each unit is comprised of one common share of the Company and one common share purchase warrant (1,369,000 total warrants) to purchase one additional common share at an exercise price of $2.50 per warrant share through March 21, 2029. Additionally, the Company amended the exercise price with respect to 61,250 and 624,995 warrants that were previously issued in the November 2021 and December 2022 offerings, respectively, from $8.00 per share to $2.50 per share and recorded a $0.2 million gain on these warrant modifications. There was no increase to the value of the additional paid-in capital as it was offset by a corresponding increase to unit issuance costs. The Company paid $0.3 million in issuance costs relating to the September 2023 unit offering, as well as 54,760 warrants with a fair value of $0.1 million, with an exercise price of $2.39 per share through September 21, 2028, issued to the placement agent. See Note 15. 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. |
SHARE BASED COMPENSATION
SHARE BASED COMPENSATION | 9 Months Ended |
Sep. 30, 2023 | |
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 September 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 9.5 - Forfeited (188 ) $ 36.05 4.1 - Outstanding balance, September 30, 2023 107 $ 29.58 2.5 $ - Exercisable balance, September 30, 2023 102 $ 33.12 2.2 $ - The total benefit related to the options granted in the three and nine months ended September 30, 2023 was less than ($0.1) million and ($0.1) million, respectively (2022 total expense - $0.1 million and $2.9 million, respectively). The benefit is the result of non-vested options forfeited 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 September 30, 2023 the total remaining stock option cost for nonvested awards is expected to be less than $0.1 million over a weighted average future period of 0.7 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 September 30, 2023 and December 31, 2022: Number of Weighted Thousands Balance, December 31, 2022 146 $ 13.64 Granted 112 5.85 Vested (51 ) (16.11 ) Cancelled (167 ) (9.01 ) Balance, September 30, 2023 40 $ 8.67 The total expense related to the restricted stock awards in the three and nine months ended September 30, 2023 was less than $0.1 million and $0.6 million ($0.1 million in the three and nine months ended September 30, 2022). This expense is included in the share based compensation line on the unaudited condensed interim consolidated statements of loss and comprehensive loss. 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 September 30, 2023, the Company had $0.1 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. |
WARRANTS
WARRANTS | 9 Months Ended |
Sep. 30, 2023 | |
Warrants [Abstract] | |
WARRANTS [Text Block] | 15. WARRANTS The following summarizes the number of warrants outstanding as of September 30, 2023: Number of warrants Weighted average Thousands Balance, December 31, 2022 961 $ 24.84 Exercised (1 ) 8.00 Cancelled (686 ) 8.00 Issued 2,110 2.50 Balance, September 30, 2023 2,384 $ 9.92 Date of expiry Warrants Exercise Grant date fair Remaining life Thousands November 18, 2026 221 $ 75.00 $ 6,700 3.14 November 18, 2026 5 8.00 32 3.14 November 18, 2027 23 66.00 1,055 4.14 December 8, 2027 25 8.80 149 4.19 September 21, 2028 686 2.50 518 4.98 September 21, 2028 55 2.39 81 4.98 March 21, 2029 1,369 2.50 1,120 5.48 2,384 $ 9.92 $ 9,655 5.07 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2023 | |
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 September 30, 2023: Termination 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 - - 573 573 Foreign currency translation - 62 - 62 Balance as at September 30, 2023 $ - $ 2,994 $ 2,404 $ 5,398 The legal disputes balance as of September 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 September 30, 2023. On May 31, 2023, Maria Beatriz Fernandez Otero and Sara Cristina Jacome De Torres brought an action against the Company claiming that the Company is obligated to issue 500,000 common shares (pre-splits) each for a purchase price of $0.05 per share. The plaintiffs claim that they are entitled to such shares as compensation for alleged consulting services performed. The Company disputes their claim 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 September 30, 2023. On May 31, 2023, Ramon Ricardo Castellanos Saenz and Miriam Ortiz brought an action against the Company claiming that the Company is obligated to issue 1,500,000 common shares (pre-splits) each for a purchase price of $0.05 per share. The plaintiffs claim that they are entitled to such shares as compensation for alleged consulting services performed. The Company disputes their claim 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 September 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 3,000,000 common shares (pre-splits) 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 September 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. |
INCOME (LOSS) PER SHARE
INCOME (LOSS) PER SHARE | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
INCOME (LOSS) PER SHARE [Text Block] | 17. INCOME (LOSS) PER SHARE The Company calculates basic earnings per share based upon the weighted average number of common shares outstanding during the period, while the calculation of diluted earnings per share includes the dilutive effect of potential common shares outstanding during the period. The calculation of diluted earnings per share excludes all potential common shares if their inclusion would have an anti-dilutive effect. Restricted stock award recipients under the 2022 Plan have a non-forfeitable right to receive dividends declared by the Company, and are therefore included in computing earnings per share. Three months Three months Nine months Nine months September 30, September 30, September 30, 2023 September 30, Stock options 107 252 107 252 Warrants 2,384 311 2,384 311 Restricted stock awards - 38 40 38 JustCBD potential additional shares to settle contingent consideration - 657 657 657 Total anti-dilutive 2,491 1,258 3,188 1,258 |
FINANCIAL INSTRUMENTS
FINANCIAL INSTRUMENTS | 9 Months Ended |
Sep. 30, 2023 | |
Financial Instruments [Abstract] | |
FINANCIAL INSTRUMENTS [Text Block] | 18. FINANCIAL INSTRUMENTS Fair value The Company's financial instruments measured at amortized cost as at September 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 in Note 7, are measured at FVPL and as a Level 3 fair value financial instrument within the fair value hierarchy as at September 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 September 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 September 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 September 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) $ - $ 1,121 $ - $ 1,121 Fair value measurements at December 31, 2022 using: Level 1 Level 2 Level 3 Total Financial assets: Investments (Note 7) $ - $ - $ 764 $ 764 Financial liabilities: Contingent purchase consideration from business combinations (Note 8) $ - $ 3,547 $ - $ 3,547 |
SEGMENTED INFORMATION
SEGMENTED INFORMATION | 9 Months Ended |
Sep. 30, 2023 | |
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 For the three For the nine For the nine September 30, September 30, September 30, September 30, Net Sales Commercial & Wholesale $ 9,046 $ - $ 27,801 $ - House of Brands 9,420 11,545 36,185 27,338 Pharmaceuticals - - - - Eliminations (1,149 ) (1,838 ) (5,890 ) (4,487 ) $ 17,317 $ 9,707 $ 58,096 $ 22,851 Net Income (Loss) Commercial & Wholesale $ (316 ) $ - $ (7,053 ) $ - House of Brands 1,232 (1,257 ) (27,886 ) (19,273 ) Pharmaceuticals - - (81 ) - Corp & Eliminations (286 ) (5,417 ) (4,528 ) (16,708 ) $ 630 $ (6,674 ) $ (39,548 ) $ (35,981 ) As at September 30, 2023 December 31, 2022 Assets Commercial & Wholesale $ 11,828 $ 22,225 House of Brands 15,754 48,950 Pharmaceuticals - 3,313 Corp & Eliminations 4,018 6,499 $ 31,600 $ 80,987 Disaggregation of net sales by geographic area: For the three For the three For the nine For the nine September 30, September 30, September 30, September 30, Net Sales United States $ 7,913 $ 9,369 $ 29,264 $ 22,114 Germany 9,046 - 27,801 - United Kingdom 358 338 1,031 737 $ 17,317 $ 9,707 $ 58,096 $ 22,851 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS [Text Block] | 20. SUBSEQUENT EVENTS ACQUISTION OF AUSTRALIAN VAPORIZORS PTY LIMITED ("AUSTRALIAN VAPORIZERS") On September 17, 2023, the Company entered into a definitive purchase agreement (the "Purchase Agreement") with Lifeist Wellness Inc. ("Lifeist") to acquire Australian Vaporizers, which is one of the largest online retailers of vaporizers, hardware, and accessories in Australia. The Company will acquire all of the issued and outstanding shares of Australian Vaporizers in exchange for 600,676 Flora common shares, valued at $0.7 million based on the closing price of Flora's common shares on September 30, 2023, subject to working capital adjustments. The acquisition will be included in the House of Brands segment. On October 20, 2023, Lifeist delivered a notice to the Company purporting to terminate the Purchase Agreement (the "Notice") as a result of a purported inability to satisfy the condition precedent to closing set forth in Section 6.5.1 of the Purchase Agreement due to threats by shareholders of Lifeist to take legal or regulatory action to prohibit the completion of the transaction. The Company believes that the reasons stated in the Notice do not provide a valid basis for terminating the Purchase Agreement. The Company intends to contest the purported termination vigorously. Due to the timing of the closing of this transaction, purchase accounting is incomplete. The Company is evaluating the potential effects of this acquisition on the financial statements. The acquisition will be accounted for in accordance with Accounting Standards Codification ("ASC") Topic 805, "Business Combinations". COMPLETION OF THE SALE OF COLOMIBA ASSETS On November 1, 2023, the Company completed the previously announced Share Purchase Agreement with Lisan to sell all its shares in certain Colombian entities and other Flora assets related to its Colombian operations. The applicable capital stock of the Colombian entities was transferred to Lisan at the dates of closing. All assets underlying this sale were transferred to Lisan on an "as is where is" basis. See discussion in Note 3. OTHER Subsequent to September 30, 2023, a total of 7,500 restricted shares were forfeited and a total of 46,621 options were forfeited. |
BASIS OF PRESENTATION (Policies
BASIS OF PRESENTATION (Policies) | 9 Months Ended |
Sep. 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 $4.8 million at September 30, 2023, net loss of $47.3 million for the nine months ended September 30, 2023, and an accumulated deficit of $133.7 million at September 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, except as noted below. 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 was transferred to Lisan at the date of closing. All assets underlying this sale were transferred to Lisan on an "as is where is" basis. The results of these subsidiaries are included in discontinued operations in the accompanying unaudited condensed interim consolidated financial statements. See discussion in Note 3. |
ASSETS HELD FOR SALE AND DISC_2
ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of major classes of assets and liabilities held for sale [Table Text Block] | September 30, 2023 December 31, 2022 Assets held for sale Cash $ - $ 602 Trade and amounts receivable 295 1,592 Prepaid expenses and other current assets 13 174 Inventory 281 1,341 Total current assets held for sale 589 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 $ 589 $ 8,101 Liabilities held for sale Current portion of operating lease liability $ 69 $ 72 Other accrued liabilities 305 538 Total current liabilities held for sale 374 610 Non-current operating lease liability - 308 Total liabilities held for sale $ 374 $ 918 |
Schedule of loss from discontinued operations [Table Text Block] | For the three For the three For the nine For the nine Revenue $ - $ 1,058 $ 1,450 $ 2,831 Cost of sales - 770 1,123 1,544 Gross profit from discontinued operations - 288 327 1,287 Consulting and management fees 171 459 847 1,726 Professional fees - 60 82 451 General and administrative - 231 282 1,000 Promotion and communication - 50 14 355 Operating lease expense - 54 93 176 Depreciation and amortization - 104 148 400 Bad debt expense - - 565 150 Asset impairment - - 4,704 - Other (income) expense (64 ) 54 60 720 Operating loss from discontinued operations (107 ) (724 ) (6,468 ) (3,691 ) Interest (income) expense - 13 2 41 Net loss before income taxes (107 ) (737 ) (6,470 ) (3,732 ) (Gain) loss on disposal of discontinued operations (599 ) - 1,310 - Income tax expense - - 11 - Income (loss) from discontinued operations $ 492 $ (737 ) $ (7,791 ) $ (3,732 ) Basic income (loss) per share from discontinued operations $ 0.09 $ (0.18 ) $ (1.09 ) $ (0.97 ) Diluted income (loss) per share from discontinued operations $ 0.08 $ (0.18 ) $ (1.09 ) $ (0.97 ) |
Schedule of significant operating and investing items [Table Text Block] | For the nine For the nine Operating activities of discontinued operations Depreciation and amortization $ 148 $ 400 Bad debt expense 565 150 Asset impairment 4,704 - Investing activities of discontinued operations Purchases of property, plant and equipment $ 94 $ 624 |
TRADE AND AMOUNTS RECEIVABLE (T
TRADE AND AMOUNTS RECEIVABLE (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Trade And Other Receivables [Abstract] | |
Schedule of trade and amounts receivable [Table Text Block] | September 30, 2023 December 31, 2022 Trade accounts receivable $ 3,239 $ 4,288 Allowance for expected credit losses (1,265 ) (1,385 ) HST/VAT receivable 1,281 2,294 Other receivables 288 62 Total $ 3,543 $ 5,259 |
Schedule of aging of trade accounts receivable [Table Text Block] | September 30, 2023 Current $ 929 1-30 Days 508 31-60 Days 192 61-90 Days 140 91-180 Days 371 180+ Days 1,099 Total trade receivables $ 3,239 |
INVENTORY (Tables)
INVENTORY (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of inventory [Table Text Block] | September 30, 2023 December 31, 2022 Raw materials and supplies $ 1,417 $ 2,363 Finished goods 9,220 6,384 Total $ 10,637 $ 8,747 |
PROPERTY PLANT AND EQUIPMENT (T
PROPERTY PLANT AND EQUIPMENT (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
PROPERTY PLANT AND EQUIPMENT | |
Schedule of property, plant and equipment [Table Text Block] | September 30, 2023 December 31, 2022 Land $ 287 $ 291 Machinery and office equipment 762 1,098 Vehicles 81 37 Total 1,130 1,426 Less: accumulated depreciation (230 ) (208 ) Property, plant and equipment, net $ 900 $ 1,218 |
INVESTMENTS (Tables)
INVESTMENTS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
INVESTMENTS | |
Schedule of investments activity [Table Text Block] | Investee Warrants CAD Warrants CAD 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 September 30, 2023 $ 200 $ - $ - $ 200 |
ASSET ACQUISITIONS AND BUSINE_2
ASSET ACQUISITIONS AND BUSINESS COMBINATIONS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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 |
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 |
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 |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets [Table Text Block] | License Customer/Supplier Trademarks 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 September 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 172 790 416 284 198 - 1,860 At September 30, 2023 $ 172 $ 1,138 $ 1,034 $ 905 $ 661 $ - $ 3,910 Foreign currency translation 15 52 19 - - (261 ) (175 ) Net book value at September 30, 2023 $ 487 $ 2,202 $ 2,540 $ 193 $ - $ - $ 5,422 |
Schedule of estimation of amortization expense [Table Text Block] | 2023 $ 260 2024 1,039 2025 1,039 2026 1,039 2027 974 Thereafter 1,071 Total $ 5,422 |
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 September 30, 2023 $ - $ - $ - $ - |
LEASES (Tables)
LEASES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Leases [Abstract] | |
Schedule of leases [Table Text Block] | Three months Three months Nine months Nine months Components of lease expense Operating lease expense $ 286 $ 332 $ 910 $ 659 Short-term lease expense 109 85 244 318 Sublease income (17 ) - (17 ) - Total lease expense $ 378 $ 417 $ 1,137 $ 977 Other Information Operating cash flows from operating leases $ 330 $ 346 $ 1,050 $ 835 ROU assets obtained in exchange for new operating lease liabilities 103 - 200 2,825 Weighted-average remaining lease term in years for operating leases 2.7 3.7 Weighted-average discount rate for operating leases 7.9% 8.1% |
Schedule of maturities of operating lease liabilities [Table Text Block] | Thousands of United States dollars Operating Leases 2023 $ 345 2024 870 2025 441 2026 372 2027 192 Total future lease payments 2,220 Less: imputed interest (218 ) Total lease liabilities 2,002 Less: current lease liabilities (972 ) Total non-current lease liabilities $ 1,030 |
SHARE BASED COMPENSATION (Table
SHARE BASED COMPENSATION (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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 9.5 - Forfeited (188 ) $ 36.05 4.1 - Outstanding balance, September 30, 2023 107 $ 29.58 2.5 $ - Exercisable balance, September 30, 2023 102 $ 33.12 2.2 $ - |
Schedule of restricted stock awards [Table Text Block] | Number of Weighted Thousands Balance, December 31, 2022 146 $ 13.64 Granted 112 5.85 Vested (51 ) (16.11 ) Cancelled (167 ) (9.01 ) Balance, September 30, 2023 40 $ 8.67 |
WARRANTS (Tables)
WARRANTS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Warrants [Abstract] | |
Schedule of warrants outstanding [Table Text Block] | Number of warrants Weighted average Thousands Balance, December 31, 2022 961 $ 24.84 Exercised (1 ) 8.00 Cancelled (686 ) 8.00 Issued 2,110 2.50 Balance, September 30, 2023 2,384 $ 9.92 |
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 3.14 November 18, 2026 5 8.00 32 3.14 November 18, 2027 23 66.00 1,055 4.14 December 8, 2027 25 8.80 149 4.19 September 21, 2028 686 2.50 518 4.98 September 21, 2028 55 2.39 81 4.98 March 21, 2029 1,369 2.50 1,120 5.48 2,384 $ 9.92 $ 9,655 5.07 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of provisions and contingent liabilities [Table Text Block] | Termination 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 - - 573 573 Foreign currency translation - 62 - 62 Balance as at September 30, 2023 $ - $ 2,994 $ 2,404 $ 5,398 |
INCOME (LOSS) PER SHARE (Tables
INCOME (LOSS) PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of anti-dilutive shares [Table Text Block] | Three months Three months Nine months Nine months September 30, September 30, September 30, 2023 September 30, Stock options 107 252 107 252 Warrants 2,384 311 2,384 311 Restricted stock awards - 38 40 38 JustCBD potential additional shares to settle contingent consideration - 657 657 657 Total anti-dilutive 2,491 1,258 3,188 1,258 |
FINANCIAL INSTRUMENTS (Tables)
FINANCIAL INSTRUMENTS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Financial Instruments [Abstract] | |
Schedule of information about the financial instruments and their classifications [Table Text Block] | Fair value measurements at September 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) $ - $ 1,121 $ - $ 1,121 Fair value measurements at December 31, 2022 using: Level 1 Level 2 Level 3 Total Financial assets: Investments (Note 7) $ - $ - $ 764 $ 764 Financial liabilities: Contingent purchase consideration from business combinations (Note 8) $ - $ 3,547 $ - $ 3,547 |
SEGMENTED INFORMATION (Tables)
SEGMENTED INFORMATION (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
Schedule of operation segment information [Table Text Block] | For the three For the three For the nine For the nine September 30, September 30, September 30, September 30, Net Sales Commercial & Wholesale $ 9,046 $ - $ 27,801 $ - House of Brands 9,420 11,545 36,185 27,338 Pharmaceuticals - - - - Eliminations (1,149 ) (1,838 ) (5,890 ) (4,487 ) $ 17,317 $ 9,707 $ 58,096 $ 22,851 Net Income (Loss) Commercial & Wholesale $ (316 ) $ - $ (7,053 ) $ - House of Brands 1,232 (1,257 ) (27,886 ) (19,273 ) Pharmaceuticals - - (81 ) - Corp & Eliminations (286 ) (5,417 ) (4,528 ) (16,708 ) $ 630 $ (6,674 ) $ (39,548 ) $ (35,981 ) As at September 30, 2023 December 31, 2022 Assets Commercial & Wholesale $ 11,828 $ 22,225 House of Brands 15,754 48,950 Pharmaceuticals - 3,313 Corp & Eliminations 4,018 6,499 $ 31,600 $ 80,987 |
Schedule of disaggregation of net sales by geographic area [Table Text Block] | For the three For the three For the nine For the nine September 30, September 30, September 30, September 30, Net Sales United States $ 7,913 $ 9,369 $ 29,264 $ 22,114 Germany 9,046 - 27,801 - United Kingdom 358 338 1,031 737 $ 17,317 $ 9,707 $ 58,096 $ 22,851 |
BASIS OF PRESENTATION (Narrativ
BASIS OF PRESENTATION (Narrative) (Details) $ in Thousands, $ in Millions | 3 Months Ended | 9 Months Ended | |||||
Jul. 05, 2023 CAD ($) | Jul. 05, 2023 USD ($) | Sep. 30, 2023 CAD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Cash | $ 4,800 | $ 4,800 | |||||
Net loss | 1,122 | $ (7,411) | (47,339) | $ (39,713) | |||
Accumulated deficit | $ (133,700) | $ (133,700) | |||||
Share Purchase Agreement [Member] | Lisan Farma Colombia LLC [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Purchase price | $ 0.8 | $ 600 | $ 0.5 |
ASSETS HELD FOR SALE AND DISC_3
ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS (Narrative) (Details) $ in Thousands, $ in Millions | 3 Months Ended | 9 Months Ended | ||||
Jul. 05, 2023 CAD ($) | Jul. 05, 2023 USD ($) | Sep. 30, 2023 CAD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Loss on disposal of Colombia assets | $ 600 | $ 1,310 | $ 0 | |||
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 | $ 0.8 | $ 600 | $ 0.5 |
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 | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 |
Assets held for sale | |||
Cash | $ 0 | $ 408 | |
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 | 0 | $ 602 | |
Trade and amounts receivable | 295 | 1,592 | |
Prepaid expenses and other current assets | 13 | 174 | |
Inventory | 281 | 1,341 | |
Total current assets held for sale | 589 | 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 | 589 | 8,101 | |
Liabilities held for sale | |||
Current portion of operating lease liability | 69 | 72 | |
Other accrued liabilities | 305 | 538 | |
Total current liabilities held for sale | 374 | 610 | |
Non-current operating lease liability | 0 | 308 | |
Total liabilities held for sale | $ 374 | $ 918 |
ASSETS HELD FOR SALE AND DISC_5
ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS (Schedule of loss from discontinued operations) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Loss on disposal of Colombia assets | $ 600 | $ 1,310 | $ 0 | |
Income (loss) from discontinued operations | 492 | $ (737) | (7,791) | (3,732) |
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 | 0 | 1,058 | 1,450 | 2,831 |
Cost of sales | 0 | 770 | 1,123 | 1,544 |
Gross profit from discontinued operations | 0 | 288 | 327 | 1,287 |
Consulting and management fees | 171 | 459 | 847 | 1,726 |
Professional fees | 0 | 60 | 82 | 451 |
General and administrative | 0 | 231 | 282 | 1,000 |
Promotion and communication | 0 | 50 | 14 | 355 |
Operating lease expense | 0 | 54 | 93 | 176 |
Depreciation and amortization | 0 | 104 | 148 | 400 |
Bad debt expense | 0 | 0 | 565 | 150 |
Asset impairment | 0 | 0 | 4,704 | 0 |
Other (income) expense | (64) | 54 | 60 | 720 |
Operating loss from discontinued operations | (107) | (724) | (6,468) | (3,691) |
Interest (income) expense | 0 | 13 | 2 | 41 |
Net loss before income taxes | (107) | (737) | (6,470) | (3,732) |
Loss on disposal of Colombia assets | (599) | 0 | 1,310 | 0 |
Income tax expense | 0 | 0 | 11 | 0 |
Income (loss) from discontinued operations | $ 492 | $ (737) | $ (7,791) | $ (3,732) |
Basic income (loss) per share from discontinued operations | $ 0.09 | $ (0.18) | $ (1.09) | $ (0.97) |
Diluted income (loss) per share from discontinued operations | $ 0.08 | $ (0.18) | $ (1.09) | $ (0.97) |
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 | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Operating activities of discontinued operations | ||||
Depreciation and amortization | $ 148 | $ 400 | ||
Bad debt expense | $ 0 | $ 0 | 565 | 150 |
Asset impairment | $ 0 | $ 0 | 4,704 | 0 |
Investing activities of discontinued operations | ||||
Purchases of property, plant and equipment | $ 94 | $ 624 |
TRADE AND AMOUNTS RECEIVABLE (N
TRADE AND AMOUNTS RECEIVABLE (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2023 | Sep. 30, 2023 | |
Trade And Other Receivables [Abstract] | ||
Write-offs of trade receivables | $ 0.1 | $ 0.1 |
TRADE AND AMOUNTS RECEIVABLE (S
TRADE AND AMOUNTS RECEIVABLE (Schedule of trade and other receivables) (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Trade And Other Receivables [Abstract] | ||
Trade accounts receivable | $ 3,239 | $ 4,288 |
Allowance for expected credit losses | (1,265) | (1,385) |
HST/VAT receivable | 1,281 | 2,294 |
Other receivables | 288 | 62 |
Total | $ 3,543 | $ 5,259 |
TRADE AND AMOUNTS RECEIVABLE _2
TRADE AND AMOUNTS RECEIVABLE (Schedule of aging of trade accounts receivable) (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Financing Receivable, Past Due [Line Items] | ||
Total trade receivables | $ 3,239 | $ 4,288 |
Current [Member] | ||
Financing Receivable, Past Due [Line Items] | ||
Total trade receivables | 929 | |
1-30 Days [Member] | ||
Financing Receivable, Past Due [Line Items] | ||
Total trade receivables | 508 | |
31-60 Days [Member] | ||
Financing Receivable, Past Due [Line Items] | ||
Total trade receivables | 192 | |
61-90 Days [Member] | ||
Financing Receivable, Past Due [Line Items] | ||
Total trade receivables | 140 | |
91-180 Days [Member] | ||
Financing Receivable, Past Due [Line Items] | ||
Total trade receivables | 371 | |
180+ Days [Member] | ||
Financing Receivable, Past Due [Line Items] | ||
Total trade receivables | $ 1,099 |
INVENTORY (Schedule of inventor
INVENTORY (Schedule of inventory) (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Raw materials and supplies | $ 1,417 | $ 2,363 |
Finished goods | 9,220 | 6,384 |
Total | $ 10,637 | $ 8,747 |
PROPERTY PLANT AND EQUIPMENT (N
PROPERTY PLANT AND EQUIPMENT (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
PROPERTY PLANT AND EQUIPMENT | ||||
Depreciation expense | $ 0.1 | $ 0.1 | $ 0.2 | $ 0.1 |
Impairment of property plant and equipment | $ 0.2 | $ 0.2 |
PROPERTY PLANT AND EQUIPMENT (S
PROPERTY PLANT AND EQUIPMENT (Schedule of property, plant and equipment) (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | $ 1,130 | $ 1,426 |
Less: accumulated depreciation | (230) | (208) |
Property, plant and equipment, net | 900 | 1,218 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | 287 | 291 |
Machinery and office equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | 762 | 1,098 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | $ 81 | $ 37 |
INVESTMENTS (Narrative) (Detail
INVESTMENTS (Narrative) (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
INVESTMENTS | |
Investment description | The Company owned approximately 9.6% of the investee, or approximately 9% on a diluted basis including exercisable warrants of other investors. |
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. |
Impairment of investment | $ 0.5 |
INVESTMENTS (Schedule of invest
INVESTMENTS (Schedule of investments activity) (Details) - Level 3 [Member] $ in Thousands | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Investments in and Advances to Affiliates, Activity [Line Items] | |
Investments, Beginning Balance | $ 764 |
Loss on changes in fair value | (564) |
Investments, Ending Balance | 200 |
Investee common shares [Member] | |
Investments in and Advances to Affiliates, Activity [Line Items] | |
Investments, Beginning Balance | 730 |
Loss on changes in fair value | (530) |
Investments, Ending Balance | 200 |
Warrants CAD 0.30 [Member] | |
Investments in and Advances to Affiliates, Activity [Line Items] | |
Investments, Beginning Balance | 34 |
Loss on changes in fair value | (34) |
Investments, Ending Balance | 0 |
Warrants CAD 1.00 [Member] | |
Investments in and Advances to Affiliates, Activity [Line Items] | |
Investments, Beginning Balance | 0 |
Loss on changes in fair value | 0 |
Investments, Ending Balance | $ 0 |
ASSET ACQUISITIONS AND BUSINE_3
ASSET ACQUISITIONS AND BUSINESS COMBINATIONS (Narrative) (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||
Mar. 01, 2023 USD ($) | Dec. 23, 2022 USD ($) shares | Jul. 20, 2022 USD ($) | Feb. 24, 2022 USD ($) Trials $ / shares shares | Sep. 30, 2023 USD ($) $ / shares | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) Trials $ / shares | Sep. 30, 2022 USD ($) | |
Business Acquisition [Line Items] | ||||||||
Share based compensation | $ 4 | $ 162 | $ 996 | $ 2,951 | ||||
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 | |||||||
Fair value discount | 7.50% | |||||||
Trade payables and accrued liabilities | $ 3,400 | |||||||
Indemnification receivables | 3,400 | |||||||
Intangible asset | 6,102 | |||||||
Franchise Global Health Inc. ("FGH") business combination [Member] | Supplier Relationships [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible asset | 2,400 | |||||||
Franchise Global Health Inc. ("FGH") business combination [Member] | Customer Relationships [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible asset | 2,300 | |||||||
Franchise Global Health Inc. ("FGH") business combination [Member] | Licenses [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible asset | 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] | ||||||||
Purchase consideration | $ 4,000 | |||||||
Share based compensation | $ 37,000 | |||||||
Net asset acquired | 100% | |||||||
Cash | $ 16,000 | |||||||
Working capital | $ 200 | |||||||
Number of common shares in purchase consideration | shares | 475,000 | |||||||
Value of common shares in purchase consideration | $ 14,700 | |||||||
Fair value discount | 15% | |||||||
Weighted average price | $ / shares | $ 100 | |||||||
Additional common shares | $ 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 | |||||||
Number of trials | Trials | 100,000 | 100,000 | ||||||
Closing share price | $ / shares | $ 36.4 | $ 1.16 | $ 1.16 | |||||
Common share volatility | 100% | 110% | ||||||
Risk-free interest rate | 1.50% | 5.50% | ||||||
Contingent consideration | $ 700 | |||||||
Unrealized losses on securities | 1,900 | |||||||
Discount | $ 300 | |||||||
Intangible asset | 4,533 | |||||||
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 | |||||||
No Cap Hemp Co [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Equity interests own | 10% | |||||||
Breeze vendors payment | $ 2,000 | |||||||
Contingent consideration | 100 | |||||||
Unrealized losses on securities | $ 800 | |||||||
Discount | 200 | |||||||
Advanced payable | $ 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 $0.9 million | |||||||
No Cap Hemp Co [Member] | Minimum [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Discount rate | 14.30% | |||||||
No Cap Hemp Co [Member] | Maximum [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Discount rate | 23.50% |
ASSET ACQUISITIONS AND BUSINE_4
ASSET ACQUISITIONS AND BUSINESS COMBINATIONS (Schedule of major class of assets acquired and liabilities) (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Mar. 01, 2023 | Dec. 31, 2022 | Dec. 23, 2022 | Jul. 20, 2022 | Feb. 24, 2022 |
Non-current assets | ||||||
Goodwill | $ 0 | $ 23,372 | ||||
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 | |||||
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 | |||||
Just Brands LLC and High Roller Private Label LLC business combination [Member] | ||||||
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. business combination [Member] | ||||||
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 |
INTANGIBLE ASSETS AND GOODWIL_2
INTANGIBLE ASSETS AND GOODWILL (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization expense | $ 300 | $ 500 | $ 1,860 | $ 1,400 |
Weighted average amortization period remaining for intangible assets | 5 years 6 months | 5 years 6 months |
INTANGIBLE ASSETS AND GOODWIL_3
INTANGIBLE ASSETS AND GOODWILL (Schedule of intangible assets) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible assets, Cost, Beginning balance | $ 43,415 | |||
Intangible assets, Cost, Additions | 194 | |||
Intangible assets, Cost, Impairment | (34,102) | |||
Intangible assets, Cost, Ending balance | $ 9,507 | 9,507 | ||
Intangible assets, Accumulated Amortization, Beginning balance | 2,050 | |||
Intangible assets, Accumulated Amortization, Additions | 300 | $ 500 | 1,860 | $ 1,400 |
Intangible assets, Accumulated Amortization, Ending balance | 3,910 | 3,910 | ||
Intangible assets, Foreign Currency translation | (175) | |||
Intangible assets, Net book value, Ending balance | 5,422 | 5,422 | ||
License [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible assets, Cost, Beginning balance | 1,396 | |||
Intangible assets, Cost, Additions | 0 | |||
Intangible assets, Cost, Impairment | (752) | |||
Intangible assets, Cost, Ending balance | 644 | 644 | ||
Intangible assets, Accumulated Amortization, Beginning balance | 0 | |||
Intangible assets, Accumulated Amortization, Additions | 172 | |||
Intangible assets, Accumulated Amortization, Ending balance | 172 | 172 | ||
Intangible assets, Foreign Currency translation | 15 | |||
Intangible assets, Net book value, Ending balance | 487 | 487 | ||
Customer/Supplier Relationships [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible assets, Cost, Beginning balance | 7,512 | |||
Intangible assets, Cost, Additions | 194 | |||
Intangible assets, Cost, Impairment | (4,418) | |||
Intangible assets, Cost, Ending balance | 3,288 | 3,288 | ||
Intangible assets, Accumulated Amortization, Beginning balance | 348 | |||
Intangible assets, Accumulated Amortization, Additions | 790 | |||
Intangible assets, Accumulated Amortization, Ending balance | 1,138 | 1,138 | ||
Intangible assets, Foreign Currency translation | 52 | |||
Intangible assets, Net book value, Ending balance | 2,202 | 2,202 | ||
Trademarks and Brands [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible assets, Cost, Beginning balance | 5,154 | |||
Intangible assets, Cost, Additions | 0 | |||
Intangible assets, Cost, Impairment | (1,599) | |||
Intangible assets, Cost, Ending balance | 3,555 | 3,555 | ||
Intangible assets, Accumulated Amortization, Beginning balance | 618 | |||
Intangible assets, Accumulated Amortization, Additions | 416 | |||
Intangible assets, Accumulated Amortization, Ending balance | 1,034 | 1,034 | ||
Intangible assets, Foreign Currency translation | 19 | |||
Intangible assets, Net book value, Ending balance | 2,540 | 2,540 | ||
Patents [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible assets, Cost, Beginning balance | 4,530 | |||
Intangible assets, Cost, Additions | 0 | |||
Intangible assets, Cost, Impairment | (3,432) | |||
Intangible assets, Cost, Ending balance | 1,098 | 1,098 | ||
Intangible assets, Accumulated Amortization, Beginning balance | 621 | |||
Intangible assets, Accumulated Amortization, Additions | 284 | |||
Intangible assets, Accumulated Amortization, Ending balance | 905 | 905 | ||
Intangible assets, Foreign Currency translation | 0 | |||
Intangible assets, Net book value, Ending balance | 193 | 193 | ||
Non-Compete Agreements [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible assets, Cost, Beginning balance | 1,190 | |||
Intangible assets, Cost, Additions | 0 | |||
Intangible assets, Cost, Impairment | (529) | |||
Intangible assets, Cost, Ending balance | 661 | 661 | ||
Intangible assets, Accumulated Amortization, Beginning balance | 463 | |||
Intangible assets, Accumulated Amortization, Additions | 198 | |||
Intangible assets, Accumulated Amortization, Ending balance | 661 | 661 | ||
Intangible assets, Foreign Currency translation | 0 | |||
Intangible assets, Net book value, Ending balance | 0 | 0 | ||
Goodwill [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible assets, Cost, Beginning balance | 23,633 | |||
Intangible assets, Cost, Additions | 0 | |||
Intangible assets, Cost, Impairment | (23,372) | |||
Intangible assets, Cost, Ending balance | 261 | 261 | ||
Intangible assets, Accumulated Amortization, Beginning balance | 0 | |||
Intangible assets, Accumulated Amortization, Additions | 0 | |||
Intangible assets, Accumulated Amortization, Ending balance | 0 | 0 | ||
Intangible assets, Foreign Currency translation | (261) | |||
Intangible assets, Net book value, Ending balance | $ 0 | $ 0 |
INTANGIBLE ASSETS AND GOODWIL_4
INTANGIBLE ASSETS AND GOODWILL (Schedule of estimation of amortization expense) (Details) $ in Thousands | Sep. 30, 2023 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2023 | $ 260 |
2024 | 1,039 |
2025 | 1,039 |
2026 | 1,039 |
2027 | 974 |
Thereafter | 1,071 |
Total | $ 5,422 |
INTANGIBLE ASSETS AND GOODWIL_5
INTANGIBLE ASSETS AND GOODWILL (Schedule of goodwill) (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Goodwill [Line Items] | ||
Gross goodwill | $ 48,445 | |
Impairment recorded | $ (23,372) | (25,073) |
Net book value | 0 | 23,372 |
Vessel [Member] | ||
Goodwill [Line Items] | ||
Gross goodwill | 19,675 | |
Impairment recorded | 0 | (19,675) |
Net book value | 0 | 0 |
JustCBD [Member] | ||
Goodwill [Line Items] | ||
Gross goodwill | 25,038 | |
Impairment recorded | (19,640) | (5,398) |
Net book value | 0 | 19,640 |
Franchise [Member] | ||
Goodwill [Line Items] | ||
Gross goodwill | 3,732 | |
Impairment recorded | (3,732) | 0 |
Net book value | $ 0 | $ 3,732 |
IMPAIRMENT OF ASSETS (Narrative
IMPAIRMENT OF ASSETS (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Jun. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | |
Goodwill [Line Items] | |||||
Impairments | $ 0 | $ 0 | $ 34,941 | $ 15,652 | |
JustCBD [Member] | Goodwill [Member] | |||||
Goodwill [Line Items] | |||||
Goodwill impairment | $ 19,600 | ||||
Fair value of reporting unit | $ 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. | ||||
JustCBD [Member] | House of Brands Segment [Member] | |||||
Goodwill [Line Items] | |||||
Impairments | $ 400 | ||||
FGH [Member] | Goodwill [Member] | |||||
Goodwill [Line Items] | |||||
Goodwill impairment | 3,700 | ||||
Fair value of reporting unit | $ 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] | |||||
Impairments | $ 3,700 | ||||
Vessel Asset Group [Member] | House of Brands Segment [Member] | |||||
Goodwill [Line Items] | |||||
Impairments | $ 6,600 |
DEBT (Narrative) (Details)
DEBT (Narrative) (Details) € in Millions, $ in Millions | 9 Months Ended | ||
Sep. 30, 2023 EUR (€) | Sep. 30, 2023 USD ($) | Sep. 30, 2023 USD ($) | |
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 | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Leases [Abstract] | ||||
Operating lease expense | $ 286 | $ 332 | $ 910 | $ 659 |
Short-term lease expense | 109 | 85 | 244 | 318 |
Sublease income | (17) | 0 | (17) | 0 |
Total lease expense | 378 | 417 | 1,137 | 977 |
Other Information | ||||
Operating cash flows from operating leases | 330 | 346 | 1,050 | 835 |
ROU assets obtained in exchange for new operating lease liabilities | $ 103 | $ 0 | $ 200 | $ 2,825 |
Weighted-average remaining lease term in years for operating leases | 2 years 8 months 12 days | 3 years 8 months 12 days | 2 years 8 months 12 days | 3 years 8 months 12 days |
Weighted-average discount rate for operating leases | 7.90% | 8.10% | 7.90% | 8.10% |
LEASES (Schedule of maturities
LEASES (Schedule of maturities of operating lease liabilities) (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
2023 | $ 345 | |
2024 | 870 | |
2025 | 441 | |
2026 | 372 | |
2027 | 192 | |
Total future lease payments | 2,220 | |
Less: imputed interest | (218) | |
Total lease liabilities | 2,002 | |
Less: current lease liabilities | (972) | $ (1,116) |
Total non-current lease liabilities | $ 1,030 | $ 1,561 |
SHARE CAPITAL (Narrative) (Deta
SHARE CAPITAL (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 9 Months Ended | ||||||
Jun. 07, 2023 | May 14, 2023 | Sep. 21, 2023 | Apr. 26, 2023 | Jan. 31, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | Nov. 30, 2021 | |
Capital Unit [Line Items] | ||||||||
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"). | |||||||
Exercise price | $ 9.92 | |||||||
Unit Offering [Member] | ||||||||
Capital Unit [Line Items] | ||||||||
Units offered | 1,369,000 | |||||||
Price per unit | $ 2 | |||||||
Proceeds from units issued | $ 2,700 | |||||||
Purchase warrants issued | 1,369,000 | |||||||
Exercise price | $ 2.5 | $ 2.39 | ||||||
Warrants with amended exercise price | 624,995 | 61,250 | ||||||
Pre-amended exercise price | 8 | |||||||
Amended exercise price | $ 2.5 | |||||||
Gain in additional paid-in capital related to warrants | $ 200 | |||||||
Issuance costs | $ 300 | |||||||
Warrants issued to placement agent | 54,760 | |||||||
Fair value of warrants | $ 100 | |||||||
Settlement Agreement [Member] | ||||||||
Capital Unit [Line Items] | ||||||||
Number of common shares shares issued | 16,250 | |||||||
Value of common shares shares issued | $ 100 | |||||||
Separation Agreement [Member] | ||||||||
Capital Unit [Line Items] | ||||||||
Number of common shares shares issued | 30,000 | 80,000 | ||||||
Value of common shares shares issued | $ 100 | $ 400 |
SHARE BASED COMPENSATION (Narra
SHARE BASED COMPENSATION (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Options [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Expense (benefit) related to options granted | $ (0.1) | $ 0.1 | $ (0.1) | $ 2.9 |
Remaining stock option cost for nonvested awards | 0.1 | $ 0.1 | ||
Remaining weighted average vesting period | 8 months 12 days | |||
Restricted Stock Awards [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Restricted stock awards expense | 0.1 | $ 0.1 | $ 0.6 | $ 0.1 |
Remaining stock option cost for nonvested awards | $ 0.1 | $ 0.1 |
SHARE BASED COMPENSATION (Sched
SHARE BASED COMPENSATION (Schedule of share options outstanding and exercisable) (Details) - Stock Options [Member] - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of options, Beginning Balance | 290 | |
Number of options, Granted | 5 | |
Number of options, Forfeited | (188) | |
Number of options, Ending Balance | 107 | 290 |
Number of options, Exercisable balance | 102 | |
Weighted average exercise price, Beginning Balance | $ 34.17 | |
Weighted Average Exercise Price, Granted | 7 | |
Weighted Average Exercise Price, Forfeited | 36.05 | |
Weighted average exercise price, Ending Balance | 29.58 | $ 34.17 |
Weighted average exercise price, Exercisable balance | $ 33.12 | |
Weighted average remaining life, Granted | 9 years 6 months | |
Weighted average remaining life, Forfeited | 4 years 1 month 6 days | |
Weighted average remaining life, Ending Balance | 2 years 6 months | 4 years 2 months 12 days |
Weighted average remaining life, Exercisable | 2 years 2 months 12 days | |
Outstanding Aggregate intrinsic value, Beginning | $ 64 | |
Outstanding Aggregate intrinsic value, Ending | 0 | $ 64 |
Outstanding Aggregate intrinsic value, Exercisable | $ 0 |
SHARE BASED COMPENSATION (Sch_2
SHARE BASED COMPENSATION (Schedule of restricted stock awards) (Details) shares in Thousands | 9 Months Ended |
Sep. 30, 2023 $ / shares shares | |
Share-Based Payment Arrangement [Abstract] | |
Number of restricted stock awards, Beginning Balance | shares | 146 |
Number of restricted stock awards, Granted | shares | 112 |
Number of restricted stock awards, Vested | shares | (51) |
Number of restricted stock awards, Cancelled | shares | (167) |
Number of restricted stock awards, Ending Balance | shares | 40 |
Weighted Average Exercise Price, Beginning Balance | $ / shares | $ 13.64 |
Weighted Average Exercise Price, Granted | $ / shares | 5.85 |
Weighted Average Exercise Price, Vested | $ / shares | (16.11) |
Weighted Average Exercise Price, Cancelled | $ / shares | (9.01) |
Weighted Average Exercise Price, Ending Balance | $ / shares | $ 8.67 |
WARRANTS (Schedule of warrants
WARRANTS (Schedule of warrants outstanding) (Details) shares in Thousands | 9 Months Ended |
Sep. 30, 2023 $ / shares shares | |
Class of Warrant or Right [Line Items] | |
Number of warrants Balance, Ending | 2,384 |
Warrants [Member] | |
Class of Warrant or Right [Line Items] | |
Number of warrants Balance, Beginning | 961 |
Exercised | (1) |
Cancelled | (686) |
Issued | 2,110 |
Number of warrants Balance, Ending | 2,384 |
Weighted average exercise price, Beginning Balance | $ / shares | $ 24.84 |
Weighted average exercise price, Exercised | $ / shares | 8 |
Weighted Average Exercise Price, Cancelled | $ / shares | 8 |
Weighted average exercise price, Issued | $ / shares | 2.5 |
Weighted average exercise price, Ending Balance | $ / shares | $ 9.92 |
WARRANTS (Schedule of warrant_2
WARRANTS (Schedule of warrants outstanding by date of expiry) (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 9 Months Ended |
Sep. 30, 2023 USD ($) $ / shares shares | |
Class of Warrant or Right [Line Items] | |
Warrants outstanding | shares | 2,384 |
Exercise price | $ / shares | $ 9.92 |
Grant date fair value | $ | $ 9,655 |
Remaining life in years | 5 years 25 days |
November 18, 2026 [Member] | |
Class of Warrant or Right [Line Items] | |
Date of expiry | November 18, 2026 |
Warrants outstanding | shares | 221 |
Exercise price | $ / shares | $ 75 |
Grant date fair value | $ | $ 6,700 |
Remaining life in years | 3 years 1 month 20 days |
November 18, 2026 [Member] | |
Class of Warrant or Right [Line Items] | |
Date of expiry | November 18, 2026 |
Warrants outstanding | shares | 5 |
Exercise price | $ / shares | $ 8 |
Grant date fair value | $ | $ 32 |
Remaining life in years | 3 years 1 month 20 days |
November 18, 2027 [Member] | |
Class of Warrant or Right [Line Items] | |
Date of expiry | November 18, 2027 |
Warrants outstanding | shares | 23 |
Exercise price | $ / shares | $ 66 |
Grant date fair value | $ | $ 1,055 |
Remaining life in years | 4 years 1 month 20 days |
December 8, 2027 [Member] | |
Class of Warrant or Right [Line Items] | |
Date of expiry | December 8, 2027 |
Warrants outstanding | shares | 25 |
Exercise price | $ / shares | $ 8.8 |
Grant date fair value | $ | $ 149 |
Remaining life in years | 4 years 2 months 8 days |
September 21, 2028 [Member] | |
Class of Warrant or Right [Line Items] | |
Date of expiry | September 21, 2028 |
Warrants outstanding | shares | 686 |
Exercise price | $ / shares | $ 2.5 |
Grant date fair value | $ | $ 518 |
Remaining life in years | 4 years 11 months 23 days |
September 21, 2028 [Member] | |
Class of Warrant or Right [Line Items] | |
Date of expiry | September 21, 2028 |
Warrants outstanding | shares | 55 |
Exercise price | $ / shares | $ 2.39 |
Grant date fair value | $ | $ 81 |
Remaining life in years | 4 years 11 months 23 days |
March 21, 2029 [Member] | |
Class of Warrant or Right [Line Items] | |
Date of expiry | March 21, 2029 |
Warrants outstanding | shares | 1,369 |
Exercise price | $ / shares | $ 2.5 |
Grant date fair value | $ | $ 1,120 |
Remaining life in years | 5 years 5 months 23 days |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 9 Months Ended | ||
Feb. 03, 2023 | May 31, 2023 | Jun. 21, 2022 | Sep. 30, 2023 | |
Schedule Of Commitments And Contingencies [Line Items] | ||||
Loss contingency provision | $ 573 | |||
Additional Legal Disputes [Member] | ||||
Schedule Of Commitments And Contingencies [Line Items] | ||||
Estimate of possible loss | 3,000 | |||
Loss contingency provision | 3,000 | |||
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 | 3,000,000 | |||
Purchase price per share | $ 0.05 | |||
Franchise Global Health Inc [Member] | ||||
Schedule Of Commitments And Contingencies [Line Items] | ||||
Maximum limit of indemnification agreement | $ 5,000 | |||
Mr Starke [Member] | ||||
Schedule Of Commitments And Contingencies [Line Items] | ||||
Wrongfully transferred shares | 8,831,109 | |||
Value of damages sought | $ 3,900 | |||
Maria Beatriz Fernandez Otero and Sara Cristina Jacome De Torres [Member] | ||||
Schedule Of Commitments And Contingencies [Line Items] | ||||
Number of shares to be issued pre-one-for three reverse stock split | 500,000 | |||
Purchase price per share | $ 0.05 | |||
Ramon Ricardo Castellanos Saenz and Miriam Ortiz [Member] | ||||
Schedule Of Commitments And Contingencies [Line Items] | ||||
Number of shares to be issued pre-one-for three reverse stock split | 1,500,000 | |||
Purchase price per share | $ 0.05 |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES (Schedule of provisions and contingent liabilities) (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Schedule Of Commitments And Contingencies [Line Items] | |
Beginning Balance, Amount | $ 5,044 |
Payments/Settlements | (281) |
Additional provisions | 573 |
Foreign currency translation | 62 |
Ending Balance, Amount | 5,398 |
Termination Benefits [Member] | |
Schedule Of Commitments And Contingencies [Line Items] | |
Beginning Balance, Amount | 183 |
Payments/Settlements | (183) |
Additional provisions | 0 |
Foreign currency translation | 0 |
Ending Balance, Amount | 0 |
Legal Disputes [Member] | |
Schedule Of Commitments And Contingencies [Line Items] | |
Beginning Balance, Amount | 3,030 |
Payments/Settlements | (98) |
Additional provisions | 0 |
Foreign currency translation | 62 |
Ending Balance, Amount | 2,994 |
Sales Taxes [Member] | |
Schedule Of Commitments And Contingencies [Line Items] | |
Beginning Balance, Amount | 1,831 |
Payments/Settlements | 0 |
Additional provisions | 573 |
Foreign currency translation | 0 |
Ending Balance, Amount | $ 2,404 |
INCOME (LOSS) PER SHARE (Schedu
INCOME (LOSS) PER SHARE (Schedule of anti-dilutive shares) (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total anti-dilutive | 2,491 | 1,258 | 3,188 | 1,258 |
Stock options [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total anti-dilutive | 107 | 252 | 107 | 252 |
Warrants [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total anti-dilutive | 2,384 | 311 | 2,384 | 311 |
Restricted stock awards [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total anti-dilutive | 0 | 38 | 40 | 38 |
JustCBD potential additional shares to settle contingent consideration [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total anti-dilutive | 0 | 657 | 657 | 657 |
FINANCIAL INSTRUMENTS AND RISK
FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (Schedule of information about the financial instruments and their classifications) (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Investments | $ 200 | $ 764 |
Contingent purchase consideration from asset acquisitions and business combinations | 1,121 | 3,547 |
Level 1 [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Investments | 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 |
Contingent purchase consideration from asset acquisitions and business combinations | 1,121 | 3,547 |
Level 3 [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Investments | 200 | 764 |
Contingent purchase consideration from asset acquisitions and business combinations | $ 0 | $ 0 |
SEGMENTED INFORMATION (Narrativ
SEGMENTED INFORMATION (Narrative) (Details) | 9 Months Ended |
Sep. 30, 2023 Segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 3 |
SEGMENTED INFORMATION (Schedule
SEGMENTED INFORMATION (Schedule of operation segments information) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Segment Reporting Information [Line Items] | |||||
Net Sales | $ 17,317 | $ 9,707 | $ 58,096 | $ 22,851 | |
Net Income (Loss) | 630 | (6,674) | (39,548) | (35,981) | |
Assets | 31,600 | 31,600 | $ 80,987 | ||
Commercial & Wholesale [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net Sales | 9,046 | 0 | 27,801 | 0 | |
Net Income (Loss) | (316) | 0 | (7,053) | 0 | |
Assets | 11,828 | 11,828 | 22,225 | ||
House of Brands [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net Sales | 9,420 | 11,545 | 36,185 | 27,338 | |
Net Income (Loss) | 1,232 | (1,257) | (27,886) | (19,273) | |
Assets | 15,754 | 15,754 | 48,950 | ||
Pharmaceuticals [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net Sales | 0 | 0 | 0 | 0 | |
Net Income (Loss) | 0 | 0 | (81) | 0 | |
Assets | 0 | 0 | 3,313 | ||
Corp & Eliminations [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net Sales | (1,149) | (1,838) | (5,890) | (4,487) | |
Net Income (Loss) | (286) | $ (5,417) | (4,528) | $ (16,708) | |
Assets | $ 4,018 | $ 4,018 | $ 6,499 |
SEGMENTED INFORMATION (Schedu_2
SEGMENTED INFORMATION (Schedule of disaggregation of net sales by geographic area) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Segment Reporting Information [Line Items] | ||||
Net Sales | $ 17,317 | $ 9,707 | $ 58,096 | $ 22,851 |
UNITED STATES | ||||
Segment Reporting Information [Line Items] | ||||
Net Sales | 7,913 | 9,369 | 29,264 | 22,114 |
GERMANY | ||||
Segment Reporting Information [Line Items] | ||||
Net Sales | 9,046 | 0 | 27,801 | 0 |
UNITED KINGDOM | ||||
Segment Reporting Information [Line Items] | ||||
Net Sales | $ 358 | $ 338 | $ 1,031 | $ 737 |
SUBSEQUENT EVENTS (Narrative) (
SUBSEQUENT EVENTS (Narrative) (Details) - USD ($) $ in Millions | 1 Months Ended | |
Sep. 17, 2023 | Oct. 31, 2023 | |
Definitive Purchase Agreement [Member] | Lifeist Wellness Inc [Member] | Australian Vaporizors Pty Limited [Member] | ||
Subsequent Event [Line Items] | ||
Number of common shares in purchase consideration | 600,676 | |
Value of common shares in purchase consideration | $ 0.7 | |
Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Number of restricted shares forfeited | 7,500 | |
Number of options share forfeited | 46,621 |