Cover
Cover | 6 Months Ended |
Jun. 30, 2022 | |
Cover [Abstract] | |
Entity Registrant Name | FLORA GROWTH CORP. |
Entity Central Index Key | 0001790169 |
Document Type | 6-K/A |
Amendment Flag | true |
Current Fiscal Year End Date | --12-31 |
Document Period End Date | Jun. 30, 2022 |
Document Fiscal Period Focus | Q2 |
Document Fiscal Year Focus | 2022 |
Entity File Number | 001-40397 |
Entity Address Address Line 1 | 365 Bay Street |
Entity Address Address Line 2 | Suite 800 |
Entity Address City Or Town | Toronto |
Entity Address State Or Province | ON |
Entity Address Postal Zip Code | M5H 2V1 |
Amendment Description | This Report on Form 6-K/A (the “Amendment”) amends the Report on Form 6-K filed on August 15, 2022 (the “Original 6-K”) containing the Unaudited Interim Condensed Consolidated Financial Statements of Flora Growth Corp. (the “Company”) as of and for the six months ended June 30, 2022. The purpose of this Amendment is solely to provide the Company’s Unaudited Interim Condensed Consolidated Financial Statements as of and for the six months ended June 30, 2022 formatted in Inline eXtensible Business Reporting Language (“iXBRL”) in accordance with Rule 405 of Regulation S-T and paragraph C.(6)(a)(ii) of the General Instructions to Form 6-K, attached hereto as Exhibit 99.1. Such Unaudited Interim Condensed Consolidated Financial Statements were previously filed without iXBRL as exhibit 99.2 to the Original 6-K. Except as described above, this Amendment speaks as of the original filing date of the Original 6-K and does not amend, update or restate any information set forth in the Original 6-K or reflect any events that occurred subsequent to the original filing date of the Original 6-K. |
Interim Condensed Consolidated
Interim Condensed Consolidated Statements of Financial Position - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Current | ||
Cash | $ 10,268,000 | $ 37,614,000 |
Restricted cash | 1,000 | 2,000 |
Trade and amounts receivable (Note 3) | 5,092,000 | 5,324,000 |
Loans receivable and advances | 262,000 | 273,000 |
Prepaid expenses | 2,224,000 | 1,700,000 |
Biological assets (Note 4) | 14,000 | 37,000 |
Inventory (Note 5) | 9,295,000 | 2,993,000 |
Total current assets | 27,156,000 | 47,943,000 |
Non-current | ||
Property, plant and equipment (Note 6) | 4,565,000 | 3,750,000 |
Right of use assets (Note 11) | 3,639,000 | 1,229,000 |
Intangible assets (Note 9) | 13,432,000 | 9,736,000 |
Goodwill (Note 9) | 28,666,000 | 20,054,000 |
Investments (Note 7) | 1,337,000 | 2,670,000 |
Other Assets | 273,000 | 97,000 |
Total assets | 79,068,000 | 85,479,000 |
Current | ||
Trade payables and accrued liabilities | 7,401,000 | 5,628,000 |
Current portion of long term debt | 10,000 | 18,000 |
Current portion of lease liability (Note 11) | 1,120,000 | 412,000 |
Other accrued liabilities | 20,000 | 61,000 |
Total current liabilities | 8,551,000 | 6,119,000 |
Non-current | ||
Non-current debt | 138,000 | 0 |
Non-current lease liability (Note 11) | 2,411,000 | 908,000 |
Deferred tax (Note 16) | 1,511,000 | 1,511,000 |
Other long term liabilities (Note 8) | 3,958,000 | 0 |
Total liabilities | 16,599,000 | 8,538,000 |
SHAREHOLDERS' EQUITY | ||
Share capital (Note 12) | 119,300,000 | 102,428,000 |
Options (Note 13) | 6,611,000 | 3,712,000 |
Warrants (Note 14) | 10,047,000 | 10,670,000 |
Accumulated other comprehensive loss | (1,675,000) | (1,108,000) |
Deficit | (71,512,000) | (38,536,000) |
Non-controlling interest | (302,000) | (225,000) |
Total shareholders' equity | 62,469,000 | 76,941,000 |
Total liabilities and shareholders' equity | $ 79,068,000 | $ 85,479,000 |
Interim Condensed Consolidate_2
Interim Condensed Consolidated Statements of Loss on Comprehensive Loss - USD ($) shares in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Interim Condensed Consolidated Statements of Loss on Comprehensive Loss | ||
Revenue (Note 21) | $ 14,917,000 | $ 2,118,000 |
Cost of sales | 8,415,000 | 1,106,000 |
Gross profit before fair value adjustments | 6,502,000 | 1,012,000 |
Unrealized gain on changes in fair value of biological assets (Note 4) | 46,000 | 0 |
Realized fair value amounts included in inventory sold (Note 4) | (2,000) | 0 |
Gross Profit | 6,546,000 | 1,012,000 |
Operating Expenses | ||
Consulting and management fees | 5,243,000 | 2,262,000 |
Professional fees | 2,096,000 | 766,000 |
General and administrative | 2,429,000 | 1,481,000 |
Promotion and communication | 4,719,000 | 1,180,000 |
Travel expenses | 601,000 | 143,000 |
Share based compensation (Note 13) | 2,855,000 | 95,000 |
Research and development | 422,000 | 85,000 |
Depreciation and amortization (Notes 6 and 9) | 1,712,000 | 119,000 |
Bad debt expense (Note 3) | 405,000 | 100,000 |
Goodwill impairment (Notes 9 and 10) | 16,000,000 | 0 |
Other expenses (income), net | 1,178,000 | (67,000) |
Total operating expenses | 37,660,000 | 6,164,000 |
Operating Loss | (31,114,000) | (5,152,000) |
Interest expense | 69,000 | 64,000 |
Foreign exchange loss (gain) | 200,000 | (78,000) |
Unrealized loss on fair value of investments (Note 7) | 1,333,000 | 0 |
Net loss before income taxes | (32,716,000) | (5,138,000) |
Income tax benefit (Note 16) | 0 | 0 |
Net loss for the period | (32,716,000) | (5,138,000) |
Other comprehensive loss | ||
Exchange differences on foreign operations | 567,000 | 200,000 |
Total comprehensive loss for the period | (33,283,000) | (5,338,000) |
Net loss attributable to: | ||
Flora Growth Corp. | (32,611,000) | (5,097,000) |
Non-controlling interests | (105,000) | (41,000) |
Comprehensive loss attributable to: Flora Growth Corp. | (33,178,000) | (5,297,000) |
Comprehensive loss attributable to: Non-controlling interests | $ (105,000) | $ (41,000) |
Basic and diluted loss per share attributable to Flora Growth Corp. | $ (0.42) | $ (0.13) |
Weighted average number of common shares outstanding - basic and diluted (Note 17) | 76,944 | 39,604 |
Interim Condensed Consolidate_3
Interim Condensed Consolidated Statement of Shareholders' Equity (Deficiency) - USD ($) shares in Thousands, $ in Thousands | Total | Number of Common Shares | Options | Warrants [Member] | Accumulated other comprehensive (loss) | Accumulated Deficit | Noncontrolling Interest |
Balance, shares at Dec. 31, 2020 | 38,355 | ||||||
Balance, amount at Dec. 31, 2020 | $ 16,250 | $ 27,254 | $ 2,396 | $ 3,961 | $ 39 | $ (17,287) | $ (113) |
Statement [Line Items] | |||||||
Initial public offering, shares | 3,333 | ||||||
Initial public offering, amount | 16,667 | $ 16,667 | 0 | 0 | 0 | 0 | 0 |
Regulation A and Other Offerings, shares | (1) | ||||||
Regulation A and Other Offerings, amount | (3) | $ (3) | 0 | 0 | 0 | 0 | 0 |
Share issuance costs | (5,040) | (5,040) | 0 | 0 | 0 | 0 | 0 |
Warrants issued | 1,349 | $ 0 | 0 | 1,349 | 0 | 0 | 0 |
Warrants exercised, shares | 337 | ||||||
Warrants exercised, amount | 60 | $ 65 | 0 | (5) | 0 | 0 | 0 |
Options issued | 95 | 0 | 95 | 0 | 0 | 0 | 0 |
Other comprehensive loss - exchange differences on foreign operations | (201) | 0 | 0 | 0 | (201) | 0 | 0 |
Current year net loss attributable to Flora | (5,138) | $ 0 | 0 | 0 | 0 | (5,097) | (41) |
Balance, shares at Jun. 30, 2021 | 42,024 | ||||||
Balance, amount at Jun. 30, 2021 | 24,039 | $ 38,943 | 2,491 | 5,305 | (162) | (22,384) | (154) |
Balance, shares at Dec. 31, 2021 | 65,517 | ||||||
Balance, amount at Dec. 31, 2021 | 76,941 | $ 102,428 | 3,712 | 10,670 | (1,108) | (38,536) | (225) |
Statement [Line Items] | |||||||
Warrants exercised, shares | 473 | ||||||
Warrants exercised, amount | 91 | $ 132 | (41) | ||||
Other comprehensive loss - exchange differences on foreign operations | (567) | (567) | |||||
Current year net loss attributable to Flora | (32,716) | (32,611) | (105) | ||||
Share repurchase (Note 12) | (250) | $ 0 | (250) | 0 | |||
Common shares issued for business combinations (Notes 8 and 12), shares | 9,500 | ||||||
Common shares issued for business combinations (Notes 8 and 12), amount | 14,697 | $ 14,697 | |||||
Common shares issued for other agreements (Note 12), shares | 811 | ||||||
Common shares issued for other agreements (Note 12), amount | 1,554 | $ 1,470 | 84 | ||||
Acquisition of noncontrolling interest (Note 8), shares | 131 | ||||||
Acquisition of noncontrolling interest (Note 8), amount | (54) | $ 220 | 63 | (365) | 28 | ||
Options Issued (Note 13) | 2,771 | 2,771 | |||||
Options exercised (Note 13), shares | 512 | ||||||
Options exercised (Note 13), amount | 77 | $ 96 | (19) | ||||
Warrants expired/cancelled (Note 14) | 582 | (582) | |||||
Share issuance costs | (75) | (75) | |||||
Balance, shares at Jun. 30, 2022 | 76,944 | ||||||
Balance, amount at Jun. 30, 2022 | $ 62,469 | $ 119,300 | $ 6,611 | $ 10,047 | $ (1,675) | $ (71,512) | $ (302) |
Interim Condensed Consolidate_4
Interim Condensed Consolidated Statement of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (32,716) | $ (5,138) |
Adjustments to net loss: | ||
Depreciation and amortization | 1,712 | 119 |
Stock-based compensation | 3,044 | 95 |
Impairments | 16,000 | 0 |
Changes in fair value of investments and biological assets | 1,287 | 0 |
Bad debt expense | 405 | 100 |
Interest expense | 56 | 15 |
Income tax benefit | 0 | 0 |
Income tax (paid) received | 0 | 0 |
Total | (10,212) | (4,809) |
Net change in non-cash working capital: | ||
Trade and other receivables | 802 | (772) |
Inventory | (699) | (421) |
Prepaid expenses and other assets | (33) | (1,415) |
Trade payables and accrued liabilities | (341) | 1,647 |
Net cash used in operating activities | (10,483) | (5,770) |
Cash flows from financing activities: | ||
Common shares issued | 0 | 16,664 |
Equity issue costs | (75) | (2,024) |
Exercise of warrants and options | 168 | 60 |
Repayments of lease liability | (420) | (61) |
Common shares repurchased | (250) | 0 |
Interest paid | (69) | 0 |
Loan borrowing (repayments) | 130 | (220) |
Net cash (used) provided by financing activities | (516) | 14,419 |
Cash flows from investing activities: | ||
Loans provided | 0 | (275) |
Loan repayments received | 0 | 224 |
Purchases of property, plant and equipment and other assets | (722) | (1,384) |
Purchase of investments | 0 | (2,430) |
Business and asset acquisitions, net of cash acquired | (15,457) | (1,306) |
Net cash used in investing activities | (16,179) | (5,171) |
Effect of exchange rate on changes on cash | (168) | (195) |
Change in cash during the period | (27,346) | 3,283 |
Cash and cash equivalents at beginning of period | 37,614 | 15,523 |
Cash and cash equivalents at end of period | 10,268 | 18,806 |
Supplemental disclosure of non-cash activities | ||
Right of use assets and lease liabilities acquired (Note 11) | 2,053 | 0 |
Common shares issued for business combinations (Notes 8) | $ 14,917 | $ 0 |
NATURE OF OPERATIONS
NATURE OF OPERATIONS | 6 Months Ended |
Jun. 30, 2022 | |
NATURE OF OPERATIONS | |
Nature Of Operations | 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 a manufacturer of global cannabis 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 33312. These interim condensed consolidated financial statements have been prepared on a going concern basis, meaning that the Company will continue in operation for the foreseeable future and will be able to realize assets and discharge liabilities in the ordinary course of operations. |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 6 Months Ended |
Jun. 30, 2022 | |
Basis Of Presentation | 2. BASIS OF PRESENTATION Statement of compliance These interim condensed consolidated financial statements have been prepared by management in accordance with International Financial Reporting Standards (“IFRS”) and International Accounting Standards 34, Interim Financial Reporting (“IAS 34”), issued by the International Accounting Standards Board (“IASB”). These interim condensed consolidated financial statements do not include all notes of the type normally included within the annual financial statements and should be read in conjunction with the audited consolidated financial statements of the Company for the year ended December 31, 2021 included in our Annual Report on Form 20-F filed with the Securities and Exchange Commission (the “SEC”), which have been prepared in accordance with IFRS issued by the IASB and interpretations issued by the IFRS Interpretations Committee (“IFRIC”). These consolidated financial statements were approved and authorized for issuance by the Board of Directors of the Company on August 11, 2022. Basis of consolidation These interim condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany balances and transactions were eliminated on consolidation. Subsidiaries are entities the Company controls when it is exposed, or has rights, to variable returns from its involvement in the entity and can affect those returns through its power to direct the relevant activities of the entity. Subsidiaries are included in the consolidated financial results of the Company from the date of acquisition up to the date of disposition or loss of control. As at June 30, 2022, the Company had the following subsidiaries: Subsidiaries Country of incorporation Ownership Functional currency Cosechemos YA S.A.S. Colombia 90% Colombia Peso (COP) Flora Growth Corp. Sucursal Colombia Colombia 100% Colombia Peso (COP) Hemp Textiles & Co. LLC United States 100% United States Dollar (USD) Hemp Textiles & Co. S.A.S. Colombia 100% Colombia Peso (COP) Flora Beauty LLC United States 100% United States Dollar (USD) Flora Beauty LLC Sucursal Colombia Colombia 100% Colombia Peso (COP) Kasa Wholefoods Company S.A.S. Colombia 90% Colombia Peso (COP) Kasa Wholefoods Company LLC United States 100% United States Dollar (USD) Grupo Farmaceutico Cronomed S.A.S. Colombia 100% Colombia Peso (COP) Labcofarm Laboratorios S.A.S. Colombia 100% Colombia Peso (COP) Breeze Laboratory S.A.S. Colombia 100% Colombia Peso (COP) Vessel Brand Inc. United States 100% United States Dollar (USD) Just Brands LLC United States 100% United States Dollar (USD) Just Brands International LTD United Kingdom 100% British Pound (GBP) High Roller Private Label LLC United States 100% United States Dollar (USD) Flora Growth US Holdings Corp. United States 100% United States Dollar (USD) Flora Growth Management Corp. United States 100% United States Dollar (USD) Cardiff Brand Corp. United States 100% United States Dollar (USD) Keel Brand Corp. United States 100% United States Dollar (USD) Flora Growth F&B Corp. United States 100% United States Dollar (USD) Basis of measurement The interim condensed consolidated financial statements have been prepared on the historical cost basis, except for certain financial instruments that are measured at fair value and biological assets as explained in the accounting policies included in the audited consolidated financial statements of the Company for the year ended December 31, 2021. Historical cost is generally based on the fair value of the consideration given in exchange for goods and services. The unaudited interim condensed consolidated financial statements are presented in United States dollars (“$”) unless otherwise noted. Significant Accounting Policies and Critical Judgments and Estimation Uncertainties The interim condensed consolidated financial statements were prepared using the same accounting policies, judgments, estimates and assumptions as those used in the Company’s consolidated financial statements for the year ended December 31, 2021, except as noted below for the following new significant transactions that occurred in 2022. Contingent Purchase Consideration Contingent consideration is measured at its acquisition date fair value and is included as part of the consideration transferred in a business combination, subject to the applicable terms and conditions. Contingent consideration that is classified as equity is not remeasured at subsequent reporting dates and its subsequent settlement is accounted for within equity. Contingent consideration that is classified as a liability is remeasured at subsequent reporting dates with the corresponding gain or loss recognized in profit or loss. Management exercises judgment to determine the classification of contingent consideration as equity or liability based on the terms of the agreement and potential for the consideration to result in a cash outflow by the Company. Fair value estimates are determined using appropriate valuation techniques based on the nature of the terms in the purchase agreement. |
TRADE AND AMOUNTS RECEIVABLE
TRADE AND AMOUNTS RECEIVABLE | 6 Months Ended |
Jun. 30, 2022 | |
TRADE AND AMOUNTS RECEIVABLE | |
Trade And Amounts Receivable | 3. TRADE AND AMOUNTS RECEIVABLE The Company’s trade and amounts receivable are recorded at amortized cost. The trade and other receivables balance as at June 30, 2022 and December 31, 2021 consists of trade accounts receivable, amounts recoverable from the Government of Canada for Harmonized Sales Taxes (“HST”) and other receivables. June 30, 2022 December 31, 2021 Thousands of United States dollars Trade accounts receivable $ 5,428 $ 5,565 Allowance for expected credit losses (1,679 ) (1,252 ) HST receivable 411 259 Other receivables 932 752 Total $ 5,092 $ 5,324 Changes in the trade accounts receivable allowance in the six months ended June 30, 2022 primarily relate to establishing an allowance for expected credit losses from the acquisition of JustCBD balances. There were no write-offs of trade receivables during the six months ended June 30, 2022. The Company has no amounts written-off that are still subject to collection enforcement activity as at June 30, 2022. There was an additional $0.3 million of expected credit losses recorded in other receivables as at June 30, 2022. The Company’s aging of trade accounts receivable is as follows: June 30, 2022 Thousands of United States dollars Current $ 1,641 1-30 Days 614 31-60 Days 259 61-90 Days 383 91-180 Days 1,383 180+ Days 1,148 Total trade receivables $ 5,428 |
BIOLOGICAL ASSETS
BIOLOGICAL ASSETS | 6 Months Ended |
Jun. 30, 2022 | |
BIOLOGICAL ASSETS | |
Biological Assets | 4. BIOLOGICAL ASSETS The Company’s biological assets consist of cannabis plants throughout the growth cycle including propagation, vegetative and flowering stages. Cannabis plants cease being biological assets upon harvest when the fair value at time of harvest is transferred to harvested cannabis inventory. The Company has no biological assets with title restricted or pledged as collateral, and no significant commitments for development or acquisition of biological assets as at June 30, 2022. The changes in the carrying value of biological assets are as follows: Thousands of United States Dollars Opening balance at December 31, 2021 $ 37 Changes in fair value less cost to sell due to biological transformation 46 Transferred to harvested cannabis inventory upon harvest (69 ) Ending balance at June 30, 2022 $ 14 The valuation of biological assets is based on an income approach (Level 3) in which the fair value at the point of harvesting is estimated based on selling prices less the costs to sell. For in-process biological assets (growing plants), the fair value at the point of harvest is adjusted based on the stage of growth at period-end. Harvested cannabis is transferred from biological assets at their fair value at harvest to harvested cannabis within inventory. Significant inputs and assumptions used in determining the fair value of cannabis plants are as follows as at June 30, 2022: Average selling price per gram of $0.10 – Represents estimated selling price of dried cannabis end products net of excise taxes, where applicable, for the period for all strains of cannabis, which is expected to approximate future selling prices. Increasing this amount results in an increase in fair value. Weighted average yield of 21 gram per plant – Represents the weighted average number of grams of dried cannabis inventory expected to be harvested from each cannabis plant. Increasing this amount results in an increase in fair value. Post-harvest cost per gram to complete production of $0.04 – Based on estimated future production costs incurred divided by estimated grams produced in the period. Increasing this amount results in a decrease in fair value. Changes in the assumptions above of 10% would not have a significant impact on the fair value of biological assets as at June 30, 2022. As at June 30, 2022, the weighted average fair value less cost to complete and cost to sell a gram of dried cannabis was $0.06 per gram. The Company’s biological assets produced 746 kilograms of dried cannabis in the six months ended June 30, 2022 and the Company expects the biological assets will yield 190 kilograms of cannabis when harvested. The weighted average stage of growth for the biological assets was 41%. |
INVENTORY
INVENTORY | 6 Months Ended |
Jun. 30, 2022 | |
INVENTORY | |
Inventory | 5. INVENTORY Inventory is comprised of the following as at June 30, 2022 and December 31, 2021: Thousands of United States dollars June 30, 2022 December 31, 2021 Raw materials and supplies $ 2,161 $ 899 Harvested cannabis 92 35 Work in progress 465 97 Finished goods 6,577 1,962 Total $ 9,295 $ 2,993 |
PROPERTY PLANT AND EQUIPMENT
PROPERTY PLANT AND EQUIPMENT | 6 Months Ended |
Jun. 30, 2022 | |
PROPERTY PLANT AND EQUIPMENT | |
Property, Plant And Equipment | 6. PROPERTY, PLANT AND EQUIPMENT In Thousands of United States dollars Construction in progress Machinery and Office equipment Buildings Vehicles Land Subtotal Right of use assets Total Cost at December 31, 2021 $ 905 $ 1,991 $ 928 $ 37 $ 112 $ 3,973 $ 1,532 $ 5,505 Additions 321 53 23 - 305 702 2,053 2,755 Business combinations (Note 8) - 506 - 30 - 536 772 1,308 Foreign exchange translation (52 ) (71 ) (38 ) (1 ) (22 ) (184 ) (49 ) (233 ) Cost as at June 30, 2022 1,174 2,479 913 66 395 5,027 4,308 9,335 Accumulated depreciation As at December 31, 2021 - (169 ) (44 ) (10 ) - (223 ) (303 ) (526 ) Depreciation - (229 ) (44 ) (2 ) - (275 ) (383 ) (658 ) Disposals - 20 - - - 20 - 20 Foreign exchange translation - 12 4 - - 16 17 33 Accumulated depreciation as at June 30, 2022 - (366 ) (84 ) (12 ) - (462 ) (669 ) (1,131 ) Carrying value As at December 31, 2020 905 1,822 884 27 112 3,750 1,229 4,979 As at June 30, 2022 $ 1,174 $ 2,113 $ 829 $ 54 $ 395 $ 4,565 $ 3,639 $ 8,204 |
LONGTERM INVESTMENTS
LONGTERM INVESTMENTS | 6 Months Ended |
Jun. 30, 2022 | |
LONGTERM INVESTMENTS | |
Long-term Investments | 7. LONG-TERM INVESTMENTS As at June 30, 2022, the Company’s long-term investments consist of common shares and warrants to purchase additional common shares in an early stage European cannabis company. In 2021, the Company purchased common shares from the investee for Euro 2.0 million ($2.4 million), purchased its first tranche of warrants from existing investors in exchange for 225,000 common shares of the Company, and obtained a second tranche of warrants from the investee as an inducement to exercise some of the first tranche of warrants. As at June 30, 2022, the Company owns approximately 9.6% of the investee, or approximately 8.6% on a diluted basis including exercisable warrants of the Company and other investors. The warrants allow the holder to purchase one common share of the investee for CAD 0.30 ($0.23) for the first tranche, and CAD 1.00 ($0.78) for the second tranche. The warrants were immediately exercisable and expire February 1, 2023. The Company’s cost of the investments was recorded based on the fair value of the consideration exchanged as at the respective transaction dates. The investee is not a publicly listed entity and has no active quoted prices for its common shares or warrants. Subsequent remeasurements are recorded as FVPL as indicated on the unrealized investments loss caption on the statement of loss and comprehensive loss. The Company estimated the fair value of the investments as at June 30, 2022 using Level 3 inputs of the fair value hierarchy with the fair value of the investee common shares at $0.32, the first tranche warrants at $0.13, and the second tranche warrants at $0.02. The investee common shares were valued considering price to book value and price to tangible book value of the investee (3.6 and 4.8, respectively) as well as comparable guideline publicly traded companies at the time of initial investment. These initial investment multiples were compared to the guideline public company multiples observed as at June 30, 2022 (2.2 price to book value and 3.0 price to tangible value), with these updated valuation multiples applied to the investee’s estimated book value. The Company also considered the status of the investee’s milestones between the purchase date and year-end for indicators of change in value. The fair value of the warrants was developed using a Black-Scholes model for each tranche with the following assumptions: Warrants CAD 0.30 exercise price Warrants CAD 1.00 exercise price Share price $ 0.32 $ 0.32 Exercise price $ 0.23 $ 0.78 Volatility 100 % 100 % Risk-free interest rate 3.1 % 3.1 % Dividend yield 0.0 % 0.0 % Expected term in years 0.6 0.6 Fair value $ 0.13 $ 0.02 Quantity owned 1,666,667 333,333 Fair value $ 222,000 $ 8,000 The share price is based on the calculated value of the investee’s common shares as discussed above. The volatility considers actual volatility of comparable guideline public companies. A schedule of the Company’s long-term investments activity is as follows: Investee common shares Warrants CAD 0.30 exercise price Warrants CAD 1.00 exercise price Financial asset hierarchy level Level 3 Level 3 Level 3 Total Thousands of United States dollars $ $ $ $ Balance at December 31, 2021 1,987 625 58 2,670 Loss on changes in fair value (880 ) (403 ) (50 ) (1,333 ) Balance at June 30, 2022 1,107 222 8 1,337 The loss on changes in fair value appear in the unrealized loss on fair value of investments caption in the statement of loss and comprehensive loss. As a sensitivity assessment to the fair value calculations, a 10% change in the valuation multiples applied to the investee common shares results in a 10% change in the fair value as at June 30, 2022 of $111,000. Applying a 10% change in share price to the warrants results in an approximately $44,000 change in fair value, and a 10% change in volatility of approximately $14,000. |
ASSET ACQUISITIONS AND BUSINESS
ASSET ACQUISITIONS AND BUSINESS COMBINATIONS | 6 Months Ended |
Jun. 30, 2022 | |
ASSET ACQUISITIONS AND BUSINESS COMBINATIONS | |
Asset Acquisitions And Business Combinations | 8. ASSET ACQUISITIONS AND BUSINESS COMBINATIONS Just Brands LLC and High Roller Private Label LLC (collectively “JustCBD”) business combination On February 24, 2022, Flora Growth U.S. Holdings Corp., a wholly-owned subsidiary of the Company, completed the acquisition of 100% of the outstanding equity interests in each of (i) Just Brands LLC and (ii) High Roller Private Label LLC for total purchase consideration of $34.6 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 footprints in the United States and for the acquisition of human capital through JustCBD’s management team. The purchase consideration was comprised of $16.0 million of cash, 9.5 million common shares of the Company valued at $14.7 million, inclusive of a 15% fair value discount for the required six-month holding period of the shares, and $4.0 million of contingent purchase consideration. The contingent purchase consideration is based on a clause in the purchase agreement that provides that if at any time during the 24 months following the acquisition date, the five-day volume weighted average price (“VWAP”) per share of the Company’s common shares as quoted on the Nasdaq Capital Market fails to equal or exceed $5.00, then the Company shall issue a number of additional common shares to the sellers equal to the difference between (x) a fraction, the numerator of which is $47.5 million and the denominator of which is the highest five day VWAP at any point during the 24 months following the closing and (y) the 9.5 million common shares delivered to the sellers at the closing. In no event shall the Company be required to issue more than 3.65 million common shares unless it shall have obtained the consent of the Company’s shareholders to do so. In the event the Company is required to deliver in excess of 3.65 million shares to the sellers (“Excess Shares”) and the Company shall not have obtained shareholder consent, the Company may deliver cash to the sellers in lieu of such Excess Shares determined by a formula set forth in the purchase agreement. The contingent purchase consideration is classified as a financial liability within other long-term liabilities on the statement of financial position as the Company may be required to settle any amounts due in cash instead of common shares if the Company’s common shareholders do not provide requisite shareholder approval to issue additional common shares. The fair value of the contingent purchase consideration was determined using a Monte Carlo simulation incorporating Brownian motion with 100,000 trials through a binomial lattice model. The significant inputs to the valuation include the two year time period, the Company’s closing share price at February 24, 2022 ($1.82), estimated Company common share volatility (100%), and risk free rate of 1.5% to discount the ending result to present value. The amounts recognized as at the acquisition date for each major class of assets acquired and liabilities assumed are as follows: (Thousands of United States dollars) Current assets Cash $ 535 Trade receivables 975 Inventory 5,534 Other current assets 540 Non-current assets Property, plant, and equipment 537 Right of use assets 772 Other non-current assets 127 Intangible asset 4,757 Goodwill 24,869 Total assets $ 38,646 Current liabilities Trade payables and accrued liabilities $ (2,273 ) Current lease liabilities (644 ) Provision for sales tax (982 ) Other current liabilities (99 ) Total liabilities $ (3,998 ) Total net assets acquired $ 34,648 The fair value of the trade receivables reflects a $291,000 discount to the gross contractual amounts as allowance for potentially uncollectible amounts. Since the acquisition date through June 30, 2022, JustCBD revenue was $10.0 million with net loss and comprehensive loss of $0.4 million. The intangible assets of $4.8 million are comprised of the following categories and estimated useful lives: tradenames of $3.4 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. If JustCBD was acquired at January 1, 2022, the combined revenue and net loss of JustCBD and the Company would have increased approximately $5.2 million and $1.6 million, respectively. Acquisition of Minority interests On January 18, 2022, the Company acquired the remaining 10% of the outstanding equity interests in Flora Beauty LLC from its minority shareholder in exchange for 100,000 common shares of the Company and a stock option exercisable for up to 50,000 common shares of the Company at an exercise price of $1.70 per share that expire five years from the date of the grant. On January 31, 2022, the Company completed its acquisition of Breeze by acquiring the remaining 10% of the equity interests in Breeze from its minority shareholders in exchange for 30,282 common shares of the Company. |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL | 6 Months Ended |
Jun. 30, 2022 | |
INTANGIBLE ASSETS AND GOODWILL | |
Intangible Assets And Goodwill | 9. INTANGIBLE ASSETS AND GOODWILL A continuity of intangible assets for the six months ended June 30, 2022 is as follows: In Thousands of United States dollars License Customer Relationships Trademarks and Brands Patents Non-Compete Agreements Goodwill Total Cost At December 31, 2021 $ 610 $ 1,759 $ 2,211 $ 4,300 $ 1,190 $ 20,054 $ 30,124 Acquired through business combinations (Note 8) - 1,160 3,357 240 - 24,869 29,626 Impairment - - - - - (16,000 ) (16,000 ) At June 30, 2022 $ 610 $ 2,919 $ 5,568 $ 4,540 $ 1,190 $ 28,923 $ 43,750 Accumulated Amortization At December 31, 2021 $ 129 $ 26 $ 35 $ 48 $ 66 $ - $ 304 Additions 82 169 306 297 198 - 1,052 At June 30, 2022 $ 211 $ 195 $ 341 $ 345 $ 264 $ - $ 1,356 Foreign Currency translation (18 ) - (21 ) - - (257 ) (296 ) Net book value at June 30, 2022 $ 381 $ 2,724 $ 5,206 $ 4,195 $ 926 $ 28,666 $ 42,098 The Company’s intangible asset additions in 2022 primarily consist of assets acquired as part of the February 2022 purchase of JustCBD (Note 8). Information regarding the significant JustCBD intangible assets within the indicated categories of the table above is as follows as at June 30, 2022: · Tradenames: carrying amount $3.2 million with 92 to 104 months of remaining amortization periods · Customer relationships: carrying amount $1.1 million with 56 to 80 months of remaining amortization periods · Know-how: carrying amount $0.2 million with 32 months of remaining amortization period The Company’s goodwill is assigned to the following cash generating units (“CGU’s”) as at June 30, 2022: In Thousands of United States dollars Pharmaceuticals and nutraceuticals Vessel JustCBD Total As at December 31, 2021 $ 379 $ 19,675 $ - $ 20,054 Acquired through business combinations (Note 8) - - 24,612 24,612 Impairment - (16,000 ) - (16,000 ) As at June 30, 2022 $ 379 $ 3,675 $ 24,612 $ 28,666 |
IMPAIRMENT OF ASSETS
IMPAIRMENT OF ASSETS | 6 Months Ended |
Jun. 30, 2022 | |
IMPAIRMENT OF ASSETS | |
Impairment Of Assets | 10. IMPAIRMENT OF ASSETS The carrying amounts of the Company’s non-financial assets are reviewed for impairment each reporting period or whenever events or changes in circumstances indicate that the carrying amount of an asset exceeds its recoverable amount. At June 30, 2022, the Company’s Vessel CGU had external indicators of impairment primarily due to a 2022 decline in comparable public company share prices which would negatively impact the implied valuation of Vessel. As such, the Company tested the Vessel CGU non-financial assets for impairment as at June 30, 2022. The Vessel CGU was acquired in November 2021 and is part of the Company’s consumer products reportable segment. Vessel’s June 30, 2022 carrying value of $28.0 million is comprised primarily of goodwill and identified intangible assets of $28.0 million and other long-lived assets of $1.4 million. The carrying value is reduced by inseparable market participant liabilities associated with the November 2021 acquisition of Vessel which includes $1.4 million of deferred tax liability and $1.2 million of lease liability. The estimated recoverable amount of Vessel at June 30, 2022 was $11.9 million, resulting in impairment of $16.0 million as the carrying value of the CGU’s assets exceeds the recoverable amount. The impairment is recorded in goodwill impairment caption on the statement of loss and comprehensive loss. The recoverable amount is based on fair value less costs of disposal. The fair value was determined based on guideline public companies similar to Vessel considering financial metrics such as historical revenue growth, gross margin and EBITDA profitability and with operations focused on consumer brands and similar sales channels. An enterprise value to latest twelve months revenue multiple of 1.75 was selected based on consideration of the enterprise value to latest twelve months multiples of the guideline companies. The multiple was applied to Vessel’s revenue for the twelve months ended June 30, 2022. Estimated costs of disposal of 3% were subtracted to arrive at the recoverable amount. The impairment test valuation is considered a Level 3 method within the IFRS 13 fair value hierarchy. After the impairment, Vessel’s carrying value is equal to its recoverable amount. Any change in the significant assumptions could result in additional impairment of its goodwill and long-lived assets as at June 30, 2022. As a sensitivity assessment to the recoverable amount calculations, reducing the selected revenue multiple by 0.5 from 1.75 above down to 1.25 (approximately 29% decrease) would result in additional goodwill impairment of approximately $3.0 million. |
LEASES
LEASES | 6 Months Ended |
Jun. 30, 2022 | |
LEASES | |
Leases | 11. LEASES The Company’s leases primarily consist of administrative real estate leases in Colombia and the United States, and the Company’s cultivation property in Santander, Colombia. Information regarding the Company’s leases is as follows: Thousands of United States dollars Six months ended June 30, 2022 Six months ended June 30, 2021 Lease expense Amortization expense by class of underlying asset Office Space $ 351 $ 40 Building 5 5 Land 27 - Total amortization expense 383 45 Interest on lease liabilities 83 14 Short-term and low value assets lease expense 510 - Total lease expense $ 976 $ 59 Other Information Additions to right of use assets $ 2,053 $ - Cash paid for amounts included in the measurement of lease liabilities Financing cash flows from leases (interest) 69 16 Financing cash flows from leases (principal) 420 70 Operating cash flows for short term and low value asset leases 510 - Total cash outflows from leases $ 999 $ 86 Carrying amount of right of use asset by class of underlying asset Office Space $ 2,492 $ 231 Building 1,036 16 Land 111 - Total carrying amount of right of use assets $ 3,639 $ 247 The maturity analysis of the undiscounted contractual balances of the lease liability is as follows: Thousands of United States dollars As at June 30, 2022 2023 $ 1,366 2024 1,251 2025 447 2026 440 2027 373 Thereafter 290 Total undiscounted cash flows $ 4,167 Less: present value discount (606 ) Total lease liabilities $ 3,561 |
CAPITAL STOCK
CAPITAL STOCK | 6 Months Ended |
Jun. 30, 2022 | |
CAPITAL STOCK | |
Capital Stock | 12. CAPITAL STOCK Authorized and issued The Company has an unlimited number of common shares, no par value, authorized. The Company had the following significant common share transactions: Six months ended June 30, 2022 FEBRUARY 2022 PAYMENT TO JUSTCBD OWNERS As discussed in Note 8, the Company issued 9,500,000 common shares of the Company valued at $14.7 million, inclusive of a 15% fair value discount for the required six-month holding period of the shares, to the prior owners of JustCBD as part of the Company’s acquisition of JustCBD in February 2022. ACQUISITION OF NONCONTROLLING INTERESTS On January 18, 2022, the Company issued 100,000 common shares of the Company valued at $0.2 million to acquire the remaining 10% of the outstanding equity interests in Flora Beauty LLC from its minority shareholders. In addition to the common shares, the Company granted a stock option, exercisable for up to 50,000 common shares of the Company at an exercise price of $1.70 per share that expire five years from the date of the grant. On January 31, 2022, the Company issued 30,282 common shares of the Company valued at $0.1 million to complete its acquisition of Breeze by acquiring the remaining 10% of the equity interests in Breeze from its minority shareholders. OTHER OFFERINGS In January 2022, the Company amended an agreement with a consultant pursuant to which the Company issued 111,112 common shares of the Company valued at $0.2 million and a stock option, exercisable for up to 83,333 common shares of the Company at an exercise price of $2.25 per share that expire five years from the date of the grant. On April 5, 2022, the Company issued 700,000 common shares of the Company valued at $1.3 million as part of a settlement agreement with Boustead Securities, LLC (“Boustead”) to resolve certain disputes arising under a prior underwriting agreement and engagement letter. In addition to the common shares, the Company paid Boustead $0.4 million. SHARE REPURCHASE On June 16, 2022, the Company announced that its Board of Directors had approved the repurchase of up to $5 million of its common shares. For the six months ended June 30, 2022, no shares were repurchased. Any future repurchases will depend on factors such as market conditions, share price and other opportunities to invest capital for growth. From time to time when management does not possess material nonpublic information about the Company or its securities, the Company may enter a pre-defined plan with a broker to allow for the repurchase of shares at times when the Company ordinarily would not be active in the market due to internal trading blackout periods, insider trading rules or otherwise. Any such plans entered with our broker will be adopted in accordance with applicable securities laws such as the requirements of Rule 10b5-1 under the U.S. Securities Exchange Act of 1934, as amended. |
OPTIONS
OPTIONS | 6 Months Ended |
Jun. 30, 2022 | |
Options | 13. OPTIONS In March of 2019, the Company adopted a stock option plan whereby it may grant options for the purchase of common shares to any director, consultant, employee or officer of the Company or its subsidiaries. The aggregate number of shares that may be issuable pursuant to options granted under the Company’s stock option plan will not exceed 10% of the common shares of the Company outstanding (the “Shares”) at the date of grant. The options are non-transferable and non-assignable and may be granted for a term not exceeding five years. The exercise price of the options will be determined by the Board of Directors of the Company at the time of grant, but if the Shares are traded on any stock exchange (the “Exchange”), the exercise price may not be less than the closing price of the Shares on the Exchange on the trading date immediately preceding the date of grant, subject to all applicable regulatory requirements. Stock option vesting terms are subject to the discretion of the Company’s Board of Directors. Information relating to share options outstanding and exercisable as at June 30, 2022 and December 31, 2021: Number of options Weighted average exercise price Thousands $ Balance, December 31, 2021 5,448 1.96 Granted 471 1.62 Exercised (512 ) 0.15 Balance, June 30, 2022 5,407 2.09 Date of expiry Options outstanding Options exercisable Exercise price Grant date fair value vested Remaining life in years Thousands Thousands $ Thousands of Dollars June 28, 2024 949 949 0.15 35 2.0 April 23, 2025 117 117 2.25 344 2.8 July 6, 2025 317 317 2.25 252 3.0 July 15, 2025 84 - 2.25 84 3.0 July 31, 2025 17 17 2.25 23 3.1 September 8, 2025 66 66 2.25 92 3.2 November 4, 2025 666 666 2.25 918 3.4 December 23, 2025 500 500 2.25 689 3.5 June 3, 2026 241 241 3.87 686 3.9 June 10, 2026 167 167 3.68 455 3.9 September 21, 2026 16 - 5.20 54 4.2 September 25, 2026 240 - 6.90 1,026 4.2 December 16, 2026 1,640 175 2.04 1,590 4.5 January 17, 2027 50 50 1.70 63 4.6 January 26, 2027 287 217 1.48 296 4.6 May 16, 2027 50 - 1.30 4 4.9 5,407 3,482 2.09 6,611 3.6 The fair value of stock options issued during the six months ended June 30, 2022 was determined at the time of issuance using the Black-Scholes option pricing model with the following weighted average inputs, assumptions and results: Risk-free annual interest rate 1.75 % Current stock price $ 1.58 Expected annualized volatility 100 % Expected life (years) 4.65 Expected annual dividend yield 0 % Exercise price $ 1.62 The total expense related to the options granted in the period ended June 30, 2022 was $2.9 million (2021 - $0.1 million). The options issued in 2022 vest one year following the date of grant if the award holder is still employed or engaged by the Company. No stock options expired or were forfeited in the six months ended June 30, 2022. |
WARRANTS
WARRANTS | 6 Months Ended |
Jun. 30, 2022 | |
Warrants | 14.WARRANTS The following tables show warrants outstanding as at June 30, 2022: Number of warrants Weighted average exercise price Thousands Balance, December 31, 2021 8,746 $ 3.37 Exercised (473 ) 0.49 Cancelled/Expired (885 ) 3.00 Balance, June 30, 2022 7,388 $ 3.60 Date of expiry Warrants outstanding Exercise price Grant date fair value Remaining life in years Thousands $ Thousands of Dollars July 23, 2021 - September 20, 2022 1,178 3.00 776 0.12 November 18, 2026 5,750 3.75 8,706 4.39 November 18, 2027 460 3.30 1,055 5.39 7,388 3.60 10,537 3.77 |
PROVISIONS COMMITMENTS AND CONT
PROVISIONS COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2022 | |
PROVISIONS COMMITMENTS AND CONTINGENCIES | |
Provisions, Commitments And Contingencies | 15. PROVISIONS, COMMITMENTS AND CONTINGENCIES Provisions The Company’s current known provisions and contingent liabilities consist of termination benefits and legal disputes. Thousands of United States dollars Termination benefits Legal disputes Sales tax Balance as at December 31, 2021 $ 352 $ 1,681 $ - Acquired through business combinations - - 982 Payments/settlements (352 ) (1,681 ) - Additional provisions - - 407 Balance as at June 30, 2022 $ - $ - $ 1,389 The Sales tax provision relates to estimated amounts owed to certain jurisdictions in the Unites States for sales from the Company’s JustCBD operations. The opening balance was acquired during the February 24, 2022 acquisition of JustCBD, with additional provision for estimated amounts due on sales subsequent to the acquisition. The ending balance is recorded within trade payables and accrued liabilities with current liabilities on the statement of financial position, and as a reduction of revenue on the statement of loss and comprehensive loss. The Company records liabilities for legal proceedings in those instances where it can reasonably estimate the amount of the loss and where liability is probable. The Company is engaged from time-to-time in various legal proceedings and claims that have arisen in the ordinary course of business. The outcome of all the proceedings and claims against the Company is subject to future resolution, including the uncertainties of litigation. Based on information currently known to the Company and after consultation with outside legal counsel, management believes that the probable ultimate resolution of any such proceedings and claims, individually or in the aggregate, will not have a material adverse effect on the financial condition of the Company, taken as a whole as at June 30, 2022. On March 18, 2022, the Company received a letter from a law firm representing an undisclosed group of former pre-acquisition shareholders of VBI (the “VBI Shareholders”) seeking to engage in settlement discussions on the basis that the Company was purportedly misleading in its intentions to engage in a capital raising transaction shortly after the completion of the VBI acquisition. We promptly responded in writing and denied the VBI Shareholders presentation of the facts and denied all allegations against the Company. We believe that any potential claims as alleged in the letter are without merit and we intend to defend vigorously against them in connection with any future potential legal proceedings. The VBI Shareholders have not commenced litigation against the Company and it is unknown whether the VBI Shareholders will do so and what their claims may be. The Company believes that an unfavorable settlement in this matter is remote, and, as such, has not accrued a liability as of June 30, 2022. On June 21, 2022, an action was brought against the Company in the Ontario Superior Court of Justice by Gerardo Andres Garcia Mendez claiming that the Company is obligated to issue 3.0 million (pre-one-for three reverse stock split) common shares to him for a purchase price of $0.05 per share. Mr. Mendez claims he is entitled to such shares as a result of alleged consulting services he performed in 2019. The Company disputes his claims and intends to vigorously defend against this action. The Company believes that an unfavorable settlement in this matter is remote, and, as such, has not accrued a liability as of June 30, 2022. In connection with the Company’s acquisition of JustCBD, the former owners of JustCBD agreed to fully indemnify the Company against any losses which may arise out of certain pre-existing litigation against JustCBD (including all matters disclosed below) as well as litigation which may be brought in the future against JustCBD and pertaining to the period prior to the acquisition. Since these matters are fully indemnified, the Company has not accrued any liability with respect to these claims. As of the date hereof, the following actions are pending against JustCBD: Erin Gilbert et al. vs. Just CBD LLC, et al., Case No. 062019CA020275AXXXCE. This matter involves allegations that JustCBD sold a defective Just CBD mango Vape Cartridge which is alleged to have caused Plaintiff, Erin Gilbert, to suffer personal injuries. The claims asserted against JustCBD include: (1) strict liability design defect; (2) negligent design; (3) strict liability manufacturing defect; (4) negligent manufacturing; (5) warning defects; and (6) loss of consortium. The same allegations were asserted against seven (7) other defendants, including two (2) manufacturers of the actual vape cartridge. To date, JustCBD has vigorously defended the case and the case is in the discovery phase. Currently, this matter is scheduled for trial to commence on September 19, 2022 but it is likely the trial will be continued pending further discovery. William Braley vs. Just Brands USA, Inc., Just Brands FL, LLC, and SSGI Financial Services, Inc., Case No. 21-cv-06812, Northern District of Illinois. This matter involves allegations that the Defendants falsely and deceptively marketed cannabidiol infused gummies as not containing Tetrahydrocannabinol (“THC”). Plaintiff asserts he has suffered damages because after ingesting the gummies he failed an employment related drug test. JustCBD disputes these claims. At this time, JustCBD has filed a motion to dismiss the RICO portion of the complaint and answered and asserted affirmative defenses to the Consumer Protection claims. Management contracts The Company is party to certain management contracts. As at June 30, 2022, these contracts require payments totaling approximately $2.3 million to be made upon the occurrence of a change in control to the officers of the Company. The Company is also committed to payments to certain individuals upon termination of approximately $1.9 million pursuant to the terms of these contracts. As a triggering event has not taken place, these amounts have not been recorded in these consolidated financial statements. |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2022 | |
INCOME TAXES | |
Income Taxes | 16. INCOME TAXES Income tax expense is recognized at an amount determined by multiplying the income (loss) before income taxes for the interim period for each significant jurisdiction by management’s best estimate of the annual income tax rate expected for the full fiscal year for each significant jurisdiction. There was no current or deferred income tax expense recorded for the six months ended June 30, 2022. The Company’s effective income tax rate of nil% for the six months ended June 30, 2022 is different than the statutory rate primarily due to the nonrecognition of deferred tax assets related to net operating losses. |
LOSS PER SHARE
LOSS PER SHARE | 6 Months Ended |
Jun. 30, 2022 | |
Loss Per Share | 17. LOSS PER SHARE The following securities were not included in the computation of diluted shares outstanding because the effect would be anti-dilutive as the Company has a net loss for each period presented: Thousands of securities June 30, 2022 June 30, 2021 Stock options (Note 13) 5,407 4,202 Warrants (Note 14) 7,388 9,295 JustCBD potential additional shares to settle contingent consideration (Note 8) 13,141 - Total anti-dilutive 25,936 13,497 |
RELATED PARTY DISCLOSURES
RELATED PARTY DISCLOSURES | 6 Months Ended |
Jun. 30, 2022 | |
RELATED PARTY DISCLOSURES | |
Related Party Disclosures | 18. RELATED PARTY DISCLOSURES Key management personnel compensation In addition to their contracted fees, directors and officers also participate in the Company’s stock option program. Certain executive officers are subject to termination notices of 24 to 36 months and change of control payments (Note 15). Key management personnel compensation is comprised of the following: Thousands of United States dollars Six months ended June 30, 2022 Six months ended June 30, 2021 Directors’ and officers’ compensation $ 816 $ 736 Share-based payments 197 1,748 $ 1,013 $ 2,484 The Company defines key management personnel as those persons having authority and responsibility for planning, directing, and controlling the activities of the Company directly or indirectly, and was determined to be executive officers and directors (executive and non-executive) of the Company. The remuneration of directors and key executives is determined by the Board of Directors of the Company having regard to the performance of individuals and market trends. As at June 30, 2022, $0.0 million of the above directors’ and officers’ compensation was included in the trade payables and accrued liabilities (December 31, 2021 – $0.1 million). These amounts are unsecured, non-interest bearing and due on demand. The share-based payments amount above for the six months ended June 30, 2021 includes 333,333 common shares to the Chief Executive Officer of the Company, valued at $1.7 million, that were recorded to equity as share issuance costs as payment related to services provided during the Company’s initial public offering process. Related party transactions During the six months ended June 30, 2022, the Company incurred expenses for consulting, rent and promotion services totaling less than $0.1 million (June 30, 2021 - $0.1 million) from 2227929 Ontario Inc., an entity affiliated with a former director, and expenses for consulting in the amount of $0.3 million (June 30, 2021 - $0.1 million) total from Forbes and Manhattan Inc and 2051580 Ontario Corp., two entities affiliated with a former director. As at June 30, 2022, $0 (December 31, 2021 - $6,000) was owed to 2227929 Ontario Inc., $11,000 (December 31, 2021 - $11,000) was owed to Forbes and Manhattan Inc. and $0 was owed to 2051580 Ontario Corp. These amounts were included in trade payables and accrued liabilities, and are unsecured, non-interest bearing and due on demand. Fred Leigh is a former director of the Company and is also a director and officer of 2227929 Ontario Inc. Stan Bharti is a former director and former Chairman of the Company and is also a director of Forbes and Manhattan Inc. |
FINANCIAL INSTRUMENTS AND RISK
FINANCIAL INSTRUMENTS AND RISK MANAGEMENT | 6 Months Ended |
Jun. 30, 2022 | |
Financial Instruments And Risk Management | 19. FINANCIAL INSTRUMENTS AND RISK MANAGMENT Environmental The Company’s growth and development activities are subject to laws and regulations governing the protection of the environment. These laws and regulations are continually changing and generally becoming more restrictive. The Company believes its operations are materially in compliance with all applicable laws and regulations. The Company has made, and expects to make in the future, expenditures to comply with such laws and regulations. Fair value The Company’s financial instruments measured at amortized cost as at June 30, 2022 and December 31, 2021 consist of cash, restricted cash, trade and amounts receivable, loans receivable, trade payables and accrued liabilities, lease liabilities, and debt and loans payable. The amounts reflected in the consolidated statements of financial position approximate fair value due to the short-term maturity of these instruments. Financial instruments recorded at the reporting date at fair value are classified into one of three levels based upon the fair value hierarchy. Items are categorized based on inputs used to derive fair value based on: Level 1 - quoted prices that are unadjusted in active markets for identical assets or liabilities Level 2 - inputs other than quoted prices included in level 1 that are observable for the asset/liability either directly or indirectly; and Level 3 - inputs for the instruments are not based on any observable market data. The Company’s long-term investments require significant unobservable inputs and as discussed at Note 7, are measured at FVPL and as a Level 3 fair value financial instrument within the fair value hierarchy as at June 30, 2022. As discussed in Note 8, the Company’s other long-term liabilities consist of the estimated fair value of contingent purchase consideration from the acquisition of JustCBD in February 2022. The amount is measured at FVPL as a Level 2 fair value financial instrument within the fair value hierarchy as at June 30, 2022. As valuations of the investments and other long-term liabilities 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. Risk management overview The Company has exposure to credit, liquidity and market risks from its use of financial instruments. This note provides information about the Company’s exposure to each of these risks, the Company’s objectives, policies and processes for measuring and managing risk. Further quantitative disclosures are included throughout these condensed interim consolidated financial statements. Credit risk Credit risk is the risk of financial loss to the Company if a counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the Company’s trade and other receivables, loans receivable and cash held with banks and other financial intermediaries. The carrying amount of the cash, restricted cash, trade and amounts receivables and loan receivable represents the maximum credit exposure as presented in the statement of financial position. The Company has assessed that there has been no significant increase in credit risk of the loans receivable from initial recognition based on the financial position of the borrowers, and the regulatory and economic environment of the borrowers. As a result, the loss allowance recognized during the period was limited to twelve months expected credit losses. Based on historical information, and adjusted for forward-looking expectations, the Company has assessed an insignificant loss allowance on the loans’ receivable and advances as at June 30, 2022 and December 31, 2021. The Company provides credit to certain customers in the normal course of business and has established credit evaluation and monitoring processes to mitigate credit risk. Credit risk for customers is assessed on a case-by-case basis and an allowance for specific expected credit losses is recorded where required, in addition to an estimate of lifetime expected credit losses for the portfolio of accounts receivable. See credit risk analysis for trade receivables at Note 3. The Company held cash and restricted cash of $10.3 million and $37.6 million as at June 30, 2022 and December 31, 2021, respectively, of which, $10.1 million and $37.4 million, respectively, was held with large financial institutions and national central banks. The remaining $0.2 million cash amounts for both periods are held with financial intermediaries in Colombia and the United States. The Company has assessed no significant increase in credit risk from initial recognition based on the availability of funds, and the regulatory and economic environment of the financial intermediary. As a result, the loss allowance recognized during the period was limited to twelve months of expected credit losses. Based on historical information, and adjusted for forward-looking expectations, the Company has assessed an insignificant loss allowance on these cash and restricted cash balances as at June 30, 2022 and December 31, 2021. Market risk Market risk is the risk that changes in market conditions, such as commodity prices, foreign exchange rates, and interest rates, will affect the Company’s net income or the value of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable limits, while maximizing the Company’s returns. Foreign currency exchange rate risk is the risk that the fair value of future cash flows will fluctuate due to changes in foreign exchange rates. The Company does not currently use foreign exchange contracts to hedge its exposure to currency rate risk as management has determined that this risk is not significant. As such, the Company’s financial position and financial results may be adversely affected by the unfavorable fluctuations in currency exchange rates. As at June 30, 2022, the Company had the following monetary assets and liabilities denominated in foreign currencies: CAD COP GBP EUR CHF Thousands of foreign currencies Cash 862 1,673,360 22 1,605 - Amounts receivable - 12,946,301 174 - - Loans receivable - - - - 250 Trade payables (152 ) (8,285,897 ) (23 ) (5 ) - Accrued liabilities (175 ) (960,040 ) (16 ) - - Lease liability - (2,166,163 ) (27 ) - - Long term debt - (40,405 ) - - - Net carrying value 535 3,167,156 130 1,600 250 As at December 31, 2021, the Company had the following monetary assets and liabilities denominated in foreign currencies: CAD COP EUR CHF Thousands of foreign currencies Cash 1,393 4,451,775 896 - Amounts receivable 72 15,775,755 - - Loans receivable - - - 250 Trade payables (40 ) (5,398,068 ) - - Accrued liabilities (589 ) (2,120,869 ) - - Lease liability - (1,690,797 ) - - Long term debt - (72,963 ) - - Net carrying value 836 10,944,833 896 250 Monetary assets and liabilities denominated in Canadian dollars, Colombian pesos, British pounds, Euros and Swiss Francs are subject to foreign currency risk. The Company has estimated that as at June 30, 2022, the effect of a 10% increase or decrease in Canadian dollars, Colombian pesos, British pounds, Euros and Swiss Francs (“CHF”) against the Unites States dollar on financial assets and liabilities would result in an increase or decrease of approximately $0.3 million (December 31, 2021 – $0.5 million) to net loss and comprehensive loss. The Company calculates this sensitivity analysis based on the net financial assets denominated in each currency using the June 30, 2022 exchange rate, then changing the rate by 10%. Management determined 10% is a ‘reasonably possible’ change in foreign currency rates by considering the approximate change in rates in the prior twelve months. It is management’s opinion that the Company is not subject to significant commodity or interest rate risk. Management considers concentration risk with counterparties considering the level of purchases and sales of its business segments (Note 21). Several of the Company’s business units purchase substantially all their inventory or materials from a single supplier. Liquidity risk Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations associated with its financial liabilities. The Company’s financial liabilities consist of trade payables and accrued liabilities, loans payable and debt, and lease liabilities as presented on the statement of financial position. The Company had cash and restricted cash as presented on the statement of financial position. The Company has no available credit lines of facilities to draw borrowings from should additional liquidity be needed. The Company’s policy is to review liquidity resources and ensure that sufficient funds are available to meet financial obligations as they become due. Further, the Company’s management is responsible for ensuring funds exist and are readily accessible to support business opportunities as they arise. Trade payables and accrued liabilities consist of invoices payable to trade suppliers for administration and professional expenditures. The Company processes invoices within a normal payment period. Trade payables have contractual maturities of less than 90 days. Some suppliers of materials and inventory require full prepayment from the Company prior to providing such goods to the Company. See schedule of future lease commitments at Note 11. The Company’s long-term investments in equity of other entities are not publicly traded and there is not an active market to sell the investments for cash. Novel Coronavirus (“COVID-19”) The Company’s operations could be significantly adversely affected by the effects of a widespread global outbreak of a contagious disease, including the recent outbreak of respiratory illness caused by COVID-19. The Company cannot accurately predict the impact COVID-19 will have on its operations and the ability of others to meet their obligations with the Company, including uncertainties relating to the ultimate geographic spread of the virus, the severity of the disease, the duration of the outbreak, and the length of travel and quarantine restrictions imposed by governments of affected countries. In addition, a significant outbreak of contagious diseases in the human population could result in a widespread health crisis that could adversely affect the economies and financial markets of many countries, resulting in an economic downturn that could further affect the Company’s operations and ability to finance its operations. |
CAPITAL MANAGEMENT
CAPITAL MANAGEMENT | 6 Months Ended |
Jun. 30, 2022 | |
Capital Management | 20. CAPITAL MANAGEMENT The Company considers the aggregate of its common shares, options, warrants and borrowings as capital. The Company’s capital management objective is to ensure sufficient resources are available to meet day to day operating requirements and to safeguard its ability to continue as a going concern to provide returns for shareholders and benefits for other shareholders. For the six months ended June 30, 2022, the Company had negative cash from operations and the main source of cash flow was generated from 2021 and prior financing activities. Potential business activities are appropriately evaluated by senior management and a formal review and approval process has been established by the Board of Directors. The Company may enter new financing arrangements to meet its objectives for managing capital until the Company’s operating cash flows are sufficient to cover its operational requirements. The Company’s capital management objectives were being met in 2022 primarily from the use of existing cash balances from 2021 and prior issuances of common shares and warrants and generating increasing revenue in 2022 from the Company’s reportable segments as presented in Note 21. The Company’s officers and senior management take full responsibility for managing the Company’s capital and do so through quarterly meetings and regular review of financial information. The Company’s Board of Directors is responsible for overseeing this process. The Company is not subject to any external capital requirements. As discussed in Note 12, on June 16, 2022, the Company announced that it plans to repurchase up to $5 million of its common shares. |
SEGMENTED INFORMATION
SEGMENTED INFORMATION | 6 Months Ended |
Jun. 30, 2022 | |
SEGMENTED INFORMATION | |
Segmented Information | 21. SEGMENTED INFORMATION The Company is engaged in the growth, cultivation, and development of medicinal cannabis and medicinal cannabis derivative products through its Colombia Cosechemos subsidiary. The Company’s other businesses are run through its other Colombia and United States subsidiaries. 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 Consumer Products segment below. The Corporate segment reflects balances and expenses that do not directly influence business unit operations and includes the Company’s long-term investments. The Corporate segment revenue includes the license of intellectual property. The following tables show information regarding the Company’s segments for the six months ended June 30, 2022 and June 30, 2021. The 2022 segments were updated to reflect the acquisition of JustCBD (Note 8) with High Roller Private Label LLC operations assigned to the Pharmaceuticals and Nutraceuticals segment, and Just Brands LLC assigned to the Consumer Products segment. Thousands of United States dollars Cannabis growth and derivative production Consumer products Pharmaceuticals and nutraceuticals Beverage and food Corporate and Eliminations Total For the six months ended June 30, 2022 Revenue $ 3 $ 13,603 $ 3,708 $ 252 $ (2,649 ) $ 14,917 Gross profit 47 4,304 2,096 99 - 6,546 Net (loss) income (715 ) (19,420 ) 317 (462 ) (12,436 ) (32,716 ) For the six months ended June 30, 2021 Revenue $ - $ 286 $ 1,629 $ 310 $ (107 ) $ 2,118 Gross profit - 173 752 87 - 1,012 Net (loss) income (428 ) (857 ) 50 (64 ) (3,839 ) (5,138 ) Geographical information: Thousands of United States dollars Colombia United States Canada United Kingdom Total Non-current assets at June 30, 2022 $ 5,320 $ 42,351 $ 1,533 $ 2,708 $ 51,912 Total liabilities at June 30, 2022 2,732 9,290 4,496 81 16,599 Non-current assets at December 31, 2021 $ 4,042 $ 29,650 $ 3,844 $ - $ 37,536 Total liabilities at December 31, 2021 2,359 3,106 3,073 - 8,538 Six months ended June 30, 2022 Net revenue $ 1,631 $ 12,887 $ - $ 399 $ 14,917 Gross profit 999 5,471 - 76 6,546 Six Months Ended June 30, 2021 Net revenue $ 2,069 $ 49 $ - $ - $ 2,118 Gross profit 1,009 3 - - 1,012 In 2022, the Company did not have sales to a single customer exceeding 10% of its consolidated revenue. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2022 | |
SUBSEQUENT EVENTS | |
Subsequent Events | 22. SUBSEQUENT EVENTS OTHER Subsequent to June 30, 2022, a total of 266 warrants were exercised in exchange 266 common shares and a total of 798,602 warrants expired. Since June 30, 2022, the Company repurchased 366,645 of its common shares under its previously announced share repurchase plan for $250,000. On July 5, 2022, the Company’s shareholders approved the 2022 Flora Growth Incentive Compensation Plan. Pursuant to this plan, the Company has reserved 6 million of its common shares for potential issuance to officers, directors, employees and consultants of the Company. Effective July 5, 2022, no further stock options may be issued under the Company’s 2019 stock option plan. |
Significant Accounting Policies
Significant Accounting Policies and Critical Judgments and Estimation Uncertainties (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Significant Accounting Policies and Critical Judgments and Estimation Uncertainties (Policies) | |
Contingent Purchase Consideration | Contingent consideration is measured at its acquisition date fair value and is included as part of the consideration transferred in a business combination, subject to the applicable terms and conditions. Contingent consideration that is classified as equity is not remeasured at subsequent reporting dates and its subsequent settlement is accounted for within equity. Contingent consideration that is classified as a liability is remeasured at subsequent reporting dates with the corresponding gain or loss recognized in profit or loss. Management exercises judgment to determine the classification of contingent consideration as equity or liability based on the terms of the agreement and potential for the consideration to result in a cash outflow by the Company. Fair value estimates are determined using appropriate valuation techniques based on the nature of the terms in the purchase agreement. |
BASIS OF PRESENTATION (Tables)
BASIS OF PRESENTATION (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Subsidiaries | Subsidiaries Country of incorporation Ownership Functional currency Cosechemos YA S.A.S. Colombia 90% Colombia Peso (COP) Flora Growth Corp. Sucursal Colombia Colombia 100% Colombia Peso (COP) Hemp Textiles & Co. LLC United States 100% United States Dollar (USD) Hemp Textiles & Co. S.A.S. Colombia 100% Colombia Peso (COP) Flora Beauty LLC United States 100% United States Dollar (USD) Flora Beauty LLC Sucursal Colombia Colombia 100% Colombia Peso (COP) Kasa Wholefoods Company S.A.S. Colombia 90% Colombia Peso (COP) Kasa Wholefoods Company LLC United States 100% United States Dollar (USD) Grupo Farmaceutico Cronomed S.A.S. Colombia 100% Colombia Peso (COP) Labcofarm Laboratorios S.A.S. Colombia 100% Colombia Peso (COP) Breeze Laboratory S.A.S. Colombia 100% Colombia Peso (COP) Vessel Brand Inc. United States 100% United States Dollar (USD) Just Brands LLC United States 100% United States Dollar (USD) Just Brands International LTD United Kingdom 100% British Pound (GBP) High Roller Private Label LLC United States 100% United States Dollar (USD) Flora Growth US Holdings Corp. United States 100% United States Dollar (USD) Flora Growth Management Corp. United States 100% United States Dollar (USD) Cardiff Brand Corp. United States 100% United States Dollar (USD) Keel Brand Corp. United States 100% United States Dollar (USD) Flora Growth F&B Corp. United States 100% United States Dollar (USD) |
TRADE AND AMOUNTS RECEIVABLE (T
TRADE AND AMOUNTS RECEIVABLE (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Trade And Other Paybles | June 30, 2022 December 31, 2021 Thousands of United States dollars Trade accounts receivable $ 5,428 $ 5,565 Allowance for expected credit losses (1,679 ) (1,252 ) HST receivable 411 259 Other receivables 932 752 Total $ 5,092 $ 5,324 |
Schedule Of Trade Accounts Receivable Allowance Table Text Block | June 30, 2022 Thousands of United States dollars Current $ 1,641 1-30 Days 614 31-60 Days 259 61-90 Days 383 91-180 Days 1,383 180+ Days 1,148 Total trade receivables $ 5,428 |
BIOLOGICAL ASSETS (Tables)
BIOLOGICAL ASSETS (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Schedule Of Carrying Value Of Biological Assets Table Text Block | Thousands of United States Dollars Opening balance at December 31, 2021 $ 37 Changes in fair value less cost to sell due to biological transformation 46 Transferred to harvested cannabis inventory upon harvest (69 ) Ending balance at June 30, 2022 $ 14 |
INVENTORY (Tables)
INVENTORY (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
INVENTORY | |
Schedule Of Inventory | Thousands of United States dollars June 30, 2022 December 31, 2021 Raw materials and supplies $ 2,161 $ 899 Harvested cannabis 92 35 Work in progress 465 97 Finished goods 6,577 1,962 Total $ 9,295 $ 2,993 |
PROPERTY PLANT AND EQUIPMENT (T
PROPERTY PLANT AND EQUIPMENT (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
PROPERTY PLANT AND EQUIPMENT | |
Schedule Of Property Plant And Equipment | In Thousands of United States dollars Construction in progress Machinery and Office equipment Buildings Vehicles Land Subtotal Right of use assets Total Cost at December 31, 2021 $ 905 $ 1,991 $ 928 $ 37 $ 112 $ 3,973 $ 1,532 $ 5,505 Additions 321 53 23 - 305 702 2,053 2,755 Business combinations (Note 8) - 506 - 30 - 536 772 1,308 Foreign exchange translation (52 ) (71 ) (38 ) (1 ) (22 ) (184 ) (49 ) (233 ) Cost as at June 30, 2022 1,174 2,479 913 66 395 5,027 4,308 9,335 Accumulated depreciation As at December 31, 2021 - (169 ) (44 ) (10 ) - (223 ) (303 ) (526 ) Depreciation - (229 ) (44 ) (2 ) - (275 ) (383 ) (658 ) Disposals - 20 - - - 20 - 20 Foreign exchange translation - 12 4 - - 16 17 33 Accumulated depreciation as at June 30, 2022 - (366 ) (84 ) (12 ) - (462 ) (669 ) (1,131 ) Carrying value As at December 31, 2020 905 1,822 884 27 112 3,750 1,229 4,979 As at June 30, 2022 $ 1,174 $ 2,113 $ 829 $ 54 $ 395 $ 4,565 $ 3,639 $ 8,204 |
LONGTERM INVESTMENTS (Tables)
LONGTERM INVESTMENTS (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
LONGTERM INVESTMENTS | |
Schedule Of Long-term Investments Activity | Investee common shares Warrants CAD 0.30 exercise price Warrants CAD 1.00 exercise price Financial asset hierarchy level Level 3 Level 3 Level 3 Total Thousands of United States dollars $ $ $ $ Balance at December 31, 2021 1,987 625 58 2,670 Loss on changes in fair value (880 ) (403 ) (50 ) (1,333 ) Balance at June 30, 2022 1,107 222 8 1,337 |
Schedule Of Fair Value Of The Warrants | Warrants CAD 0.30 exercise price Warrants CAD 1.00 exercise price Share price $ 0.32 $ 0.32 Exercise price $ 0.23 $ 0.78 Volatility 100 % 100 % Risk-free interest rate 3.1 % 3.1 % Dividend yield 0.0 % 0.0 % Expected term in years 0.6 0.6 Fair value $ 0.13 $ 0.02 Quantity owned 1,666,667 333,333 Fair value $ 222,000 $ 8,000 |
ASSET ACQUISITIONS AND BUSINE_2
ASSET ACQUISITIONS AND BUSINESS COMBINATIONS (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
ASSET ACQUISITIONS AND BUSINESS COMBINATIONS | |
Schedule Of Major Class Of Assets Acquired And Liabilities | (Thousands of United States dollars) Current assets Cash $ 535 Trade receivables 975 Inventory 5,534 Other current assets 540 Non-current assets Property, plant, and equipment 537 Right of use assets 772 Other non-current assets 127 Intangible asset 4,757 Goodwill 24,869 Total assets $ 38,646 Current liabilities Trade payables and accrued liabilities $ (2,273 ) Current lease liabilities (644 ) Provision for sales tax (982 ) Other current liabilities (99 ) Total liabilities $ (3,998 ) Total net assets acquired $ 34,648 |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
INTANGIBLE ASSETS AND GOODWILL | |
Schedule Of Intangible Assets | In Thousands of United States dollars License Customer Relationships Trademarks and Brands Patents Non-Compete Agreements Goodwill Total Cost At December 31, 2021 $ 610 $ 1,759 $ 2,211 $ 4,300 $ 1,190 $ 20,054 $ 30,124 Acquired through business combinations (Note 8) - 1,160 3,357 240 - 24,869 29,626 Impairment - - - - - (16,000 ) (16,000 ) At June 30, 2022 $ 610 $ 2,919 $ 5,568 $ 4,540 $ 1,190 $ 28,923 $ 43,750 Accumulated Amortization At December 31, 2021 $ 129 $ 26 $ 35 $ 48 $ 66 $ - $ 304 Additions 82 169 306 297 198 - 1,052 At June 30, 2022 $ 211 $ 195 $ 341 $ 345 $ 264 $ - $ 1,356 Foreign Currency translation (18 ) - (21 ) - - (257 ) (296 ) Net book value at June 30, 2022 $ 381 $ 2,724 $ 5,206 $ 4,195 $ 926 $ 28,666 $ 42,098 |
Schedule Of Goodwill | In Thousands of United States dollars Pharmaceuticals and nutraceuticals Vessel JustCBD Total As at December 31, 2021 $ 379 $ 19,675 $ - $ 20,054 Acquired through business combinations (Note 8) - - 24,612 24,612 Impairment - (16,000 ) - (16,000 ) As at June 30, 2022 $ 379 $ 3,675 $ 24,612 $ 28,666 |
LEASES (Tables)
LEASES (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
LEASES | |
Schedule Of Leases | Thousands of United States dollars Six months ended June 30, 2022 Six months ended June 30, 2021 Lease expense Amortization expense by class of underlying asset Office Space $ 351 $ 40 Building 5 5 Land 27 - Total amortization expense 383 45 Interest on lease liabilities 83 14 Short-term and low value assets lease expense 510 - Total lease expense $ 976 $ 59 Other Information Additions to right of use assets $ 2,053 $ - Cash paid for amounts included in the measurement of lease liabilities Financing cash flows from leases (interest) 69 16 Financing cash flows from leases (principal) 420 70 Operating cash flows for short term and low value asset leases 510 - Total cash outflows from leases $ 999 $ 86 Carrying amount of right of use asset by class of underlying asset Office Space $ 2,492 $ 231 Building 1,036 16 Land 111 - Total carrying amount of right of use assets $ 3,639 $ 247 |
Schedule Of Balances Of Lease Liability | Thousands of United States dollars As at June 30, 2022 2023 $ 1,366 2024 1,251 2025 447 2026 440 2027 373 Thereafter 290 Total undiscounted cash flows $ 4,167 Less: present value discount (606 ) Total lease liabilities $ 3,561 |
OPTIONS (Tables)
OPTIONS (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Schedule Of Share Options Outstanding And Exercisable | Number of options Weighted average exercise price Thousands $ Balance, December 31, 2021 5,448 1.96 Granted 471 1.62 Exercised (512 ) 0.15 Balance, June 30, 2022 5,407 2.09 Date of expiry Options outstanding Options exercisable Exercise price Grant date fair value vested Remaining life in years Thousands Thousands $ Thousands of Dollars June 28, 2024 949 949 0.15 35 2.0 April 23, 2025 117 117 2.25 344 2.8 July 6, 2025 317 317 2.25 252 3.0 July 15, 2025 84 - 2.25 84 3.0 July 31, 2025 17 17 2.25 23 3.1 September 8, 2025 66 66 2.25 92 3.2 November 4, 2025 666 666 2.25 918 3.4 December 23, 2025 500 500 2.25 689 3.5 June 3, 2026 241 241 3.87 686 3.9 June 10, 2026 167 167 3.68 455 3.9 September 21, 2026 16 - 5.20 54 4.2 September 25, 2026 240 - 6.90 1,026 4.2 December 16, 2026 1,640 175 2.04 1,590 4.5 January 17, 2027 50 50 1.70 63 4.6 January 26, 2027 287 217 1.48 296 4.6 May 16, 2027 50 - 1.30 4 4.9 5,407 3,482 2.09 6,611 3.6 |
Schedule Of Fair Value Of Stock Options | Risk-free annual interest rate 1.75 % Current stock price $ 1.58 Expected annualized volatility 100 % Expected life (years) 4.65 Expected annual dividend yield 0 % Exercise price $ 1.62 |
WARRANTS (Tables)
WARRANTS (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Schedule Of Warrants Outstanding | 14.WARRANTS The following tables show warrants outstanding as at June 30, 2022: Number of warrants Weighted average exercise price Thousands Balance, December 31, 2021 8,746 $ 3.37 Exercised (473 ) 0.49 Cancelled/Expired (885 ) 3.00 Balance, June 30, 2022 7,388 $ 3.60 Date of expiry Warrants outstanding Exercise price Grant date fair value Remaining life in years Thousands $ Thousands of Dollars July 23, 2021 - September 20, 2022 1,178 3.00 776 0.12 November 18, 2026 5,750 3.75 8,706 4.39 November 18, 2027 460 3.30 1,055 5.39 7,388 3.60 10,537 3.77 |
PROVISIONS COMMITMENTS AND CO_2
PROVISIONS COMMITMENTS AND CONTINGENCIES (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
PROVISIONS COMMITMENTS AND CONTINGENCIES | |
Schedule Of Provisions And Contingent Liabilities | Thousands of United States dollars Termination benefits Legal disputes Sales tax Balance as at December 31, 2021 $ 352 $ 1,681 $ - Acquired through business combinations - - 982 Payments/settlements (352 ) (1,681 ) - Additional provisions - - 407 Balance as at June 30, 2022 $ - $ - $ 1,389 |
LOSS PER SHARE (Tables)
LOSS PER SHARE (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Schedule Of Computation Of Diluted Shares Outstanding | Thousands of securities June 30, 2022 June 30, 2021 Stock options (Note 13) 5,407 4,202 Warrants (Note 14) 7,388 9,295 JustCBD potential additional shares to settle contingent consideration (Note 8) 13,141 - Total anti-dilutive 25,936 13,497 |
RELATED PARTY DISCLOSURES (Tabl
RELATED PARTY DISCLOSURES (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
RELATED PARTY DISCLOSURES | |
Schedule Of Key Management Personnel Compensation | Thousands of United States dollars Six months ended June 30, 2022 Six months ended June 30, 2021 Directors’ and officers’ compensation $ 816 $ 736 Share-based payments 197 1,748 $ 1,013 $ 2,484 |
FINANCIAL INSTRUMENTS AND RIS_2
FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Schedule Of Assets And Liabilities Denominated In Foreign Currencies | CAD COP GBP EUR CHF Thousands of foreign currencies Cash 862 1,673,360 22 1,605 - Amounts receivable - 12,946,301 174 - - Loans receivable - - - - 250 Trade payables (152 ) (8,285,897 ) (23 ) (5 ) - Accrued liabilities (175 ) (960,040 ) (16 ) - - Lease liability - (2,166,163 ) (27 ) - - Long term debt - (40,405 ) - - - Net carrying value 535 3,167,156 130 1,600 250 CAD COP EUR CHF Thousands of foreign currencies Cash 1,393 4,451,775 896 - Amounts receivable 72 15,775,755 - - Loans receivable - - - 250 Trade payables (40 ) (5,398,068 ) - - Accrued liabilities (589 ) (2,120,869 ) - - Lease liability - (1,690,797 ) - - Long term debt - (72,963 ) - - Net carrying value 836 10,944,833 896 250 |
SEGMENT DISCLOSURES (Tables)
SEGMENT DISCLOSURES (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
SEGMENTED INFORMATION | |
Schedule Of Geographical Information Of Company's Non-current Assets | Thousands of United States dollars Cannabis growth and derivative production Consumer products Pharmaceuticals and nutraceuticals Beverage and food Corporate and Eliminations Total For the six months ended June 30, 2022 Revenue $ 3 $ 13,603 $ 3,708 $ 252 $ (2,649 ) $ 14,917 Gross profit 47 4,304 2,096 99 - 6,546 Net (loss) income (715 ) (19,420 ) 317 (462 ) (12,436 ) (32,716 ) For the six months ended June 30, 2021 Revenue $ - $ 286 $ 1,629 $ 310 $ (107 ) $ 2,118 Gross profit - 173 752 87 - 1,012 Net (loss) income (428 ) (857 ) 50 (64 ) (3,839 ) (5,138 ) Thousands of United States dollars Colombia United States Canada United Kingdom Total Non-current assets at June 30, 2022 $ 5,320 $ 42,351 $ 1,533 $ 2,708 $ 51,912 Total liabilities at June 30, 2022 2,732 9,290 4,496 81 16,599 Non-current assets at December 31, 2021 $ 4,042 $ 29,650 $ 3,844 $ - $ 37,536 Total liabilities at December 31, 2021 2,359 3,106 3,073 - 8,538 Six months ended June 30, 2022 Net revenue $ 1,631 $ 12,887 $ - $ 399 $ 14,917 Gross profit 999 5,471 - 76 6,546 Six Months Ended June 30, 2021 Net revenue $ 2,069 $ 49 $ - $ - $ 2,118 Gross profit 1,009 3 - - 1,012 |
NATURE OF OPERATIONS (Details N
NATURE OF OPERATIONS (Details Narrative) | 6 Months Ended |
Jun. 30, 2022 | |
NATURE OF OPERATIONS (Details Narrative) | |
Country of incorporation | Canada |
Year of incorporation | March 13, 2019 |
Principal Activity | The Company is a manufacturer of global cannabis products and brands, building a connected, design-led collective of plant-based wellness and lifestyle brands. |
Company's Registered Office | 365 Bay Street, Suite 800, Toronto, Ontario, M5H 2V1, Canada |
Principal Place Of Business | 3406 SW 26th Terrace, Suite C-1, Fort Lauderdale, Florida 33312 |
BASIS OF PRESENTATION (Details)
BASIS OF PRESENTATION (Details) | 6 Months Ended |
Jun. 30, 2022 | |
Subsidiary 20 [member] | |
Statement [Line Items] | |
Name Of Subsidiary | Flora Growth F&B Corp. |
Country Of Incorporation | United States |
Ownership Of Subsidiary | 100% |
Functional Currency Of Subsidiary | United States Dollar (USD) |
Subsidiary 1 [member] | |
Statement [Line Items] | |
Name Of Subsidiary | Cosechemos YA S.A.S. |
Country Of Incorporation | Colombia |
Ownership Of Subsidiary | 90% |
Functional Currency Of Subsidiary | Colombia Peso (COP) |
Subsidiary 2 [member] | |
Statement [Line Items] | |
Name Of Subsidiary | Flora Growth Corp. Sucursal Colombia |
Country Of Incorporation | Colombia |
Ownership Of Subsidiary | 100% |
Functional Currency Of Subsidiary | Colombia Peso (COP) |
Subsidiary 3 [member] | |
Statement [Line Items] | |
Name Of Subsidiary | Hemp Textiles & Co. LLC |
Country Of Incorporation | United States |
Ownership Of Subsidiary | 100% |
Functional Currency Of Subsidiary | United States Dollar (USD) |
Subsidiary 4 [member] | |
Statement [Line Items] | |
Name Of Subsidiary | Hemp Textiles & Co. S.A.S. |
Country Of Incorporation | Colombia |
Ownership Of Subsidiary | 100% |
Functional Currency Of Subsidiary | Colombia Peso (COP) |
Subsidiary 5 [member] | |
Statement [Line Items] | |
Name Of Subsidiary | Flora Beauty LLC |
Country Of Incorporation | United States |
Ownership Of Subsidiary | 100% |
Functional Currency Of Subsidiary | United States Dollar (USD) |
Subsidiary 6 [member] | |
Statement [Line Items] | |
Name Of Subsidiary | Flora Beauty LLC Sucursal Colombia |
Country Of Incorporation | Colombia |
Ownership Of Subsidiary | 100% |
Functional Currency Of Subsidiary | Colombia Peso (COP) |
Subsidiary 7 [member] | |
Statement [Line Items] | |
Name Of Subsidiary | Kasa Wholefoods Company S.A.S. |
Country Of Incorporation | Colombia |
Ownership Of Subsidiary | 90% |
Functional Currency Of Subsidiary | Colombia Peso (COP) |
Subsidiary 8 [member] | |
Statement [Line Items] | |
Name Of Subsidiary | Kasa Wholefoods Company LLC |
Country Of Incorporation | United States |
Ownership Of Subsidiary | 100% |
Functional Currency Of Subsidiary | United States Dollar (USD) |
Subsidiary 9 [member] | |
Statement [Line Items] | |
Name Of Subsidiary | Grupo Farmaceutico Cronomed S.A.S. |
Country Of Incorporation | Colombia |
Ownership Of Subsidiary | 100% |
Functional Currency Of Subsidiary | Colombia Peso (COP) |
Subsidiary 10 [member] | |
Statement [Line Items] | |
Name Of Subsidiary | Labcofarm Laboratorios S.A.S. |
Country Of Incorporation | Colombia |
Ownership Of Subsidiary | 100% |
Functional Currency Of Subsidiary | Colombia Peso (COP) |
Subsidiary 11 [member] | |
Statement [Line Items] | |
Name Of Subsidiary | Breeze Laboratory S.A.S. |
Country Of Incorporation | Colombia |
Ownership Of Subsidiary | 100% |
Functional Currency Of Subsidiary | Colombia Peso (COP) |
Subsidiary 12 [member] | |
Statement [Line Items] | |
Name Of Subsidiary | Vessel Brand Inc. |
Country Of Incorporation | United States |
Ownership Of Subsidiary | 100% |
Functional Currency Of Subsidiary | United States Dollar (USD) |
Subsidiary 13 [member] | |
Statement [Line Items] | |
Name Of Subsidiary | Just Brands LLC |
Country Of Incorporation | United States |
Ownership Of Subsidiary | 100% |
Functional Currency Of Subsidiary | United States Dollar (USD) |
Subsidiary 14 [member] | |
Statement [Line Items] | |
Name Of Subsidiary | Just Brands International LTD |
Country Of Incorporation | United Kingdom |
Ownership Of Subsidiary | 100% |
Functional Currency Of Subsidiary | British Pound (GBP) |
Subsidiary 15 [member] | |
Statement [Line Items] | |
Name Of Subsidiary | High Roller Private Label LLC |
Country Of Incorporation | United States |
Ownership Of Subsidiary | 100% |
Functional Currency Of Subsidiary | United States Dollar (USD) |
Subsidiary 16 [member] | |
Statement [Line Items] | |
Name Of Subsidiary | Flora Growth US Holdings Corp. |
Country Of Incorporation | United States |
Ownership Of Subsidiary | 100% |
Functional Currency Of Subsidiary | United States Dollar (USD) |
Subsidiary 17 [member] | |
Statement [Line Items] | |
Name Of Subsidiary | Flora Growth Management Corp. |
Country Of Incorporation | United States |
Ownership Of Subsidiary | 100% |
Functional Currency Of Subsidiary | United States Dollar (USD) |
Subsidiary 18 [member] | |
Statement [Line Items] | |
Name Of Subsidiary | Cardiff Brand Corp. |
Country Of Incorporation | United States |
Ownership Of Subsidiary | 100% |
Functional Currency Of Subsidiary | United States Dollar (USD) |
Subsidiary 19 [member] | |
Statement [Line Items] | |
Name Of Subsidiary | Keel Brand Corp. |
Country Of Incorporation | United States |
Ownership Of Subsidiary | 100% |
Functional Currency Of Subsidiary | United States Dollar (USD) |
TRADE AND AMOUNTS RECEIVABLE (D
TRADE AND AMOUNTS RECEIVABLE (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
TRADE AND AMOUNTS RECEIVABLE (Details) | ||
Trade Accounts Receivable | $ 5,428 | $ 5,565 |
Allowance For Expected Credit Losses | (1,679) | (1,252) |
Hst Receivable | 411 | 259 |
Other Receivables | 932 | 752 |
Total | $ 5,092 | $ 5,324 |
TRADE AND AMOUNTS RECEIVABLE _2
TRADE AND AMOUNTS RECEIVABLE (Details 1) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
TRADE AND AMOUNTS RECEIVABLE (Details) | ||
Current | $ 1,641 | |
1-30 Days | 614 | |
31-60 Days | 259 | |
61-90 Days | 383 | |
91-180 Days | 1,383 | |
180+ Days | 1,148 | |
Total Trade Receivables | $ 5,428 | $ 5,565 |
TRADE AND AMOUNTS RECEIVABLE _3
TRADE AND AMOUNTS RECEIVABLE (Details Narrative) $ in Millions | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
TRADE AND AMOUNTS RECEIVABLE (Details) | |
Additional Expected Credit Losses | $ 0.3 |
BIOLOGICAL ASSETS (Details)
BIOLOGICAL ASSETS (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
BIOLOGICAL ASSETS (Details) | |
Balance, Beginning | $ 37 |
Changes In Fair Value Less Cost To Sell Due To Biological Transformation | 46 |
Transferred To Harvested Cannabis Inventory Upon Harvest | (69) |
Balance, Ending | $ 14 |
BIOLOGICAL ASSETS (Details Narr
BIOLOGICAL ASSETS (Details Narrative) | 6 Months Ended |
Jun. 30, 2022 $ / shares | |
BIOLOGICAL ASSETS (Details) | |
Weighted Average Yield | $ 21 |
Post Harvest Cost Per Gram | $ 0.04 |
Impact On The Fair Value | 10% |
Dried Cannabis Per Gram | $ 0.06 |
Weighted Average Stage of Growth | 41% |
INVENTORY (Details)
INVENTORY (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
INVENTORY (Details) | ||
Raw Materials And Supplies | $ 2,161 | $ 899 |
Harvested Cannabis | 92 | 35 |
Work In Progress | 465 | 97 |
Finished Goods | 6,577 | 1,962 |
Total | $ 9,295 | $ 2,993 |
PROPERTY PLANT AND EQUIPMENT (D
PROPERTY PLANT AND EQUIPMENT (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2020 | |
Statement [Line Items] | |||
Accumulated Depreciation, Depreciation | $ 1,712 | $ 119 | |
Property Plant And Equipment | 4,565 | ||
Construction in Progress [Member] | |||
Statement [Line Items] | |||
Balance, Beginning | 905 | ||
Additions | 321 | ||
Business Combinations (note 8) | 0 | ||
Foreign Exchange Translation | (52) | ||
Balance, Ending | 1,174 | ||
Accumulated Depreciation, Balance Beginning | 0 | ||
Accumulated Depreciation, Depreciation | 0 | ||
Accumulated Depreciation, Disposals | 0 | ||
Accumulated Depreciation, Foreign Exchange Translation | 0 | ||
Property, plant and equipment, Carrying Value | $ 905 | ||
Accumulated Depreciation, Balance Ending | 0 | ||
Property Plant And Equipment | 1,174 | ||
Total [Member] | |||
Statement [Line Items] | |||
Balance, Beginning | 5,505 | ||
Additions | 2,755 | ||
Business Combinations (note 8) | 1,308 | ||
Foreign Exchange Translation | (233) | ||
Balance, Ending | 9,335 | ||
Accumulated Depreciation, Balance Beginning | (526) | ||
Accumulated Depreciation, Depreciation | 658 | ||
Accumulated Depreciation, Disposals | 20 | ||
Accumulated Depreciation, Foreign Exchange Translation | 33 | ||
Property, plant and equipment, Carrying Value | 4,979 | ||
Accumulated Depreciation, Balance Ending | (1,131) | ||
Property Plant And Equipment | 8,204 | ||
Buildings | |||
Statement [Line Items] | |||
Balance, Beginning | 928 | ||
Additions | 23 | ||
Business Combinations (note 8) | 0 | ||
Foreign Exchange Translation | (38) | ||
Balance, Ending | 913 | ||
Accumulated Depreciation, Balance Beginning | (44) | ||
Accumulated Depreciation, Depreciation | 44 | ||
Accumulated Depreciation, Disposals | 0 | ||
Accumulated Depreciation, Foreign Exchange Translation | 4 | ||
Property, plant and equipment, Carrying Value | 884 | ||
Accumulated Depreciation, Balance Ending | (84) | ||
Property Plant And Equipment | 829 | ||
Land | |||
Statement [Line Items] | |||
Balance, Beginning | 112 | ||
Additions | 305 | ||
Business Combinations (note 8) | 0 | ||
Foreign Exchange Translation | (22) | ||
Balance, Ending | 395 | ||
Accumulated Depreciation, Balance Beginning | 0 | ||
Accumulated Depreciation, Depreciation | 0 | ||
Accumulated Depreciation, Disposals | 0 | ||
Accumulated Depreciation, Foreign Exchange Translation | 0 | ||
Property, plant and equipment, Carrying Value | 27 | ||
Accumulated Depreciation, Balance Ending | 0 | ||
Property Plant And Equipment | 395 | ||
Machinery and Office Equipment [Member] | |||
Statement [Line Items] | |||
Balance, Beginning | 1,991 | ||
Additions | 53 | ||
Business Combinations (note 8) | 506 | ||
Foreign Exchange Translation | (71) | ||
Balance, Ending | 2,479 | ||
Accumulated Depreciation, Balance Beginning | (169) | ||
Accumulated Depreciation, Depreciation | 229 | ||
Accumulated Depreciation, Disposals | 20 | ||
Accumulated Depreciation, Foreign Exchange Translation | 12 | ||
Property, plant and equipment, Carrying Value | 1,822 | ||
Accumulated Depreciation, Balance Ending | (366) | ||
Property Plant And Equipment | 2,113 | ||
Vehicles [Member] | |||
Statement [Line Items] | |||
Balance, Beginning | 37 | ||
Additions | 0 | ||
Business Combinations (note 8) | 30 | ||
Foreign Exchange Translation | (1) | ||
Balance, Ending | 66 | ||
Accumulated Depreciation, Balance Beginning | (10) | ||
Accumulated Depreciation, Depreciation | 2 | ||
Accumulated Depreciation, Disposals | 0 | ||
Accumulated Depreciation, Foreign Exchange Translation | 0 | ||
Property, plant and equipment, Carrying Value | 112 | ||
Accumulated Depreciation, Balance Ending | (12) | ||
Property Plant And Equipment | 54 | ||
Subtotal [Member] | |||
Statement [Line Items] | |||
Balance, Beginning | 3,973 | ||
Additions | 702 | ||
Business Combinations (note 8) | 536 | ||
Foreign Exchange Translation | (184) | ||
Balance, Ending | 5,027 | ||
Accumulated Depreciation, Balance Beginning | (223) | ||
Accumulated Depreciation, Depreciation | 275 | ||
Accumulated Depreciation, Disposals | 20 | ||
Accumulated Depreciation, Foreign Exchange Translation | 16 | ||
Property, plant and equipment, Carrying Value | 3,750 | ||
Accumulated Depreciation, Balance Ending | (462) | ||
Property Plant And Equipment | 4,565 | ||
Right Of Use Assets [Member] | |||
Statement [Line Items] | |||
Balance, Beginning | 1,532 | ||
Additions | 2,053 | ||
Business Combinations (note 8) | 772 | ||
Foreign Exchange Translation | (49) | ||
Balance, Ending | 4,308 | ||
Accumulated Depreciation, Balance Beginning | (303) | ||
Accumulated Depreciation, Depreciation | 383 | ||
Accumulated Depreciation, Disposals | 0 | ||
Accumulated Depreciation, Foreign Exchange Translation | 17 | ||
Property, plant and equipment, Carrying Value | $ 1,229 | ||
Accumulated Depreciation, Balance Ending | (669) | ||
Property Plant And Equipment | $ 3,639 |
LONGTERM INVESTMENTS (Details)
LONGTERM INVESTMENTS (Details) | 6 Months Ended |
Jun. 30, 2022 USD ($) $ / shares | |
Statement [Line Items] | |
Volatility | 100% |
Risk Free Interest Rate | 1.75% |
Dividend Yield | 0% |
WarrantsCAD Thirty [member] | |
Statement [Line Items] | |
Share Price | $ 0.32 |
Exercise Price | $ 0.23 |
Volatility | 100% |
Risk Free Interest Rate | 3.10% |
Dividend Yield | 0% |
Expected term in years | 7 months 6 days |
Fair Value | $ 0.13 |
Quantity Owned | $ | $ 1,666,667 |
Fair Value Warrant | $ | $ 222,000 |
WarrantsCAD One [member] | |
Statement [Line Items] | |
Share Price | $ 0.32 |
Exercise Price | $ 0.78 |
Volatility | 100% |
Risk Free Interest Rate | 3.10% |
Dividend Yield | 0% |
Expected term in years | 7 months 6 days |
Fair Value | $ 0.02 |
Quantity Owned | $ | $ 333,333 |
Fair Value Warrant | $ | $ 8,000 |
LONGTERM INVESTMENTS (Details 1
LONGTERM INVESTMENTS (Details 1) $ in Thousands | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Statement [Line Items] | |
Loss On Changes In Fair Value | $ (1,333) |
Balance, Ending | 1,337 |
Balance, Beginning | 2,670 |
WarrantsCAD Thirty [member] | |
Statement [Line Items] | |
Loss On Changes In Fair Value | (403) |
Balance, Ending | 222 |
Balance, Beginning | 625 |
WarrantsCAD One [member] | |
Statement [Line Items] | |
Loss On Changes In Fair Value | (50) |
Balance, Ending | 8 |
Balance, Beginning | 58 |
Investee common share [member] | |
Statement [Line Items] | |
Loss On Changes In Fair Value | (880) |
Balance, Ending | 1,107 |
Balance, Beginning | $ 1,987 |
LONGTERM INVESTMENTS (Details N
LONGTERM INVESTMENTS (Details Narrative) | 6 Months Ended |
Jun. 30, 2022 USD ($) $ / shares shares | |
LONGTERM INVESTMENTS (Details Narrative) | |
Purchased Common Shares | $ | $ 2,400,000 |
Exchange Common Shares | shares | 225,000 |
Ownership | 9.60% |
Ownership Of Diluted Basis | 8.60% |
Purchased Common Share Of The Investee | $ 0.23 |
Purchased Common Share Of The Investee Second Tranche | 0.78 |
Fair Value Common Share | 0.32 |
Fair Value Common Shares | 0.13 |
Fair Value Common Shares Second Tranch | 0.02 |
Common Shares Price | 3.6 |
Common Shares Value | $ 4.8 |
Fair Value Calculations | 10% |
Common Shares Results | 10% |
Change In Share Price | 10% |
Fair Value | $ | $ 111,000 |
Change in Fair Value, warrants | $ | 44,000 |
Volatality change, fair value | $ | $ 14,000 |
ASSET ACQUISITIONS AND BUSINE_3
ASSET ACQUISITIONS AND BUSINESS COMBINATIONS (Details) $ in Thousands | Jun. 30, 2022 USD ($) |
Cash | $ 535 |
Trade Receivables | 975 |
Inventory | 5,534 |
Other Current Assets | 540 |
Property, Plant And Equipment | 537 |
Right Of Use Assets | 772 |
Other Noncurrent Assets | 127 |
Intangible Assets | 4,757 |
Goodwill | 24,869 |
Total Assets | 38,646 |
Trade Payables And Accrued Liabilities | (2,273) |
Current lease liabilities | (644) |
Provision for sales tax | (982) |
Other current liabilities | (99) |
Total Liabilities | (3,998) |
Total Net Assets Acquired | $ 34,648 |
ASSET ACQUISITIONS AND BUSINE_4
ASSET ACQUISITIONS AND BUSINESS COMBINATIONS (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | 10 Months Ended | |||||
Apr. 05, 2022 | Feb. 24, 2022 | Jan. 31, 2022 | Jan. 18, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2019 | Dec. 31, 2021 | |
Statement [Line Items] | ||||||||
Revenue | $ (14,917,000) | $ (2,118,000) | $ 0 | |||||
Purchase Consideration Comprised Share | 9,500,000 | |||||||
Intangible Assets | $ 1,200,000 | |||||||
Useful Lives | 7 years | |||||||
Consideration | $ 400,000 | |||||||
Intangible Assets | $ 13,432,000 | $ 9,736,000 | ||||||
Bottom [Member] | ||||||||
Statement [Line Items] | ||||||||
Useful Lives | 5 years | |||||||
Bottom [Member] | Tradenames [member] | ||||||||
Statement [Line Items] | ||||||||
Useful Lives | 8 years | |||||||
Top [Member] | ||||||||
Statement [Line Items] | ||||||||
Useful Lives | 7 years | |||||||
Top [Member] | Tradenames [member] | ||||||||
Statement [Line Items] | ||||||||
Useful Lives | 9 years | |||||||
JustCBD [Member] | ||||||||
Statement [Line Items] | ||||||||
Revenue | $ 10,000,000 | |||||||
Non-controlling Interest | 100% | |||||||
Total purchase consideration | $ 34,600,000 | |||||||
Consideration | 4,000,000 | |||||||
Additional common shares | 5 | |||||||
Trade receivables | 291,000 | |||||||
Increase in net loss | 1,600,000 | |||||||
Increase in combined Revenue | 5,200,000 | |||||||
Comprehensive Loss | 400,000 | |||||||
Shares Issued | $ 3,650,000 | |||||||
Common shares delivered to the sellers | 3,650,000 | |||||||
Purchase Consideration Comprised | $ 16,000,000 | |||||||
Purchase Consideration Comprised Share | 9,500,000 | |||||||
Company Valued | $ 1,470,000 | |||||||
Fair Value Discount | 15% | |||||||
Intangible Assets | 480,000 | |||||||
Monte Carlo simulation | ||||||||
Statement [Line Items] | ||||||||
Purchase Consideration Comprised Share | 100,000 | |||||||
Volatility | 100% | |||||||
Net Assets Acquired | 1.50% | |||||||
Exercise price | $ 1.82 | |||||||
Flora Beauty LLC | ||||||||
Statement [Line Items] | ||||||||
Exercise price | $ 1.70 | |||||||
Interest In Flora Beauty Llc | 10% | |||||||
Company Granted Common Shares | 100,000 | |||||||
Company Granted Common Shares To Flora Beauty LLC | 50,000 | |||||||
Company Granted Common Shares To Mr Breeze | 30,282 | |||||||
Equity Interests Own | 10% | |||||||
Tradename [member] | ||||||||
Statement [Line Items] | ||||||||
Intangible Assets | $ 3,400,000 | |||||||
Noncompete Agreement [member] | ||||||||
Statement [Line Items] | ||||||||
Useful Lives | 3 years | |||||||
Intangible Assets | $ 200,000 |
INTANGIBLE ASSETS AND GOODWIL_2
INTANGIBLE ASSETS AND GOODWILL (Details) | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Statement [Line Items] | |
Balance, Beginning | $ 30,124,000 |
Additions | 0 |
Acquired Through Business Combinations (note 8) | 29,626,000 |
Impairment | (16,000,000) |
Accumulated Amortization, Balance Beginning | 304,000 |
Accumulated Amortization, Additions | 1,052,000 |
Accumulated Amortization, Balance Ending | 1,356,000 |
Intangible Assets And Goodwill | 42,098,000 |
Foreign Currency Translation | (296,000) |
Balance, Ending | 43,750,000 |
Licences [member] | |
Statement [Line Items] | |
Additions | 0 |
Acquired Through Business Combinations (note 8) | 0 |
Impairment | 0 |
Accumulated Amortization, Balance Beginning | 129,000 |
Accumulated Amortization, Additions | 82,000 |
Accumulated Amortization, Balance Ending | 211,000 |
Intangible Assets And Goodwill | 381,000 |
Foreign Currency Translation | (18,000) |
Balance, Beginning | 610,000 |
Balance, Ending | 610,000 |
Customer Relationships [Member] | |
Statement [Line Items] | |
Additions | 0 |
Acquired Through Business Combinations (note 8) | 1,160,000 |
Impairment | 0 |
Accumulated Amortization, Balance Beginning | 26,000 |
Accumulated Amortization, Additions | 169,000 |
Accumulated Amortization, Balance Ending | 195,000 |
Intangible Assets And Goodwill | 2,724,000 |
Foreign Currency Translation | 0 |
Balance, Beginning | 1,759,000 |
Balance, Ending | 2,919,000 |
Trademarks and brands [Member] | |
Statement [Line Items] | |
Additions | 0 |
Acquired Through Business Combinations (note 8) | 3,357,000 |
Impairment | 0 |
Accumulated Amortization, Balance Beginning | 35,000 |
Accumulated Amortization, Additions | 306,000 |
Accumulated Amortization, Balance Ending | 341,000 |
Intangible Assets And Goodwill | 5,206,000 |
Foreign Currency Translation | (21,000) |
Balance, Beginning | 2,211,000 |
Balance, Ending | 5,568,000 |
Patents [Member] | |
Statement [Line Items] | |
Additions | 0 |
Acquired Through Business Combinations (note 8) | 240,000 |
Impairment | 0 |
Accumulated Amortization, Balance Beginning | 48,000 |
Accumulated Amortization, Additions | 297,000 |
Accumulated Amortization, Balance Ending | 345,000 |
Intangible Assets And Goodwill | 4,195,000 |
Foreign Currency Translation | 0 |
Balance, Beginning | 4,300,000 |
Balance, Ending | 4,540,000 |
Non-compete agreements [Member] | |
Statement [Line Items] | |
Additions | 0 |
Acquired Through Business Combinations (note 8) | 0 |
Impairment | 0 |
Accumulated Amortization, Balance Beginning | 66,000 |
Accumulated Amortization, Additions | 198,000 |
Accumulated Amortization, Balance Ending | 264,000 |
Intangible Assets And Goodwill | 926,000 |
Foreign Currency Translation | 0 |
Balance, Beginning | 1,190,000 |
Balance, Ending | 1,190,000 |
Goodwill [Member] | |
Statement [Line Items] | |
Additions | 0 |
Acquired Through Business Combinations (note 8) | 24,612,000 |
Impairment | (16,000,000) |
Accumulated Amortization, Balance Beginning | 0 |
Accumulated Amortization, Additions | 0 |
Accumulated Amortization, Balance Ending | 0 |
Intangible Assets And Goodwill | 28,666,000 |
Foreign Currency Translation | (257,000) |
Balance, Beginning | 20,054,000 |
Balance, Ending | 28,923,000 |
Acquired Through Business Combinations (note 8) | $ 24,869,000 |
INTANGIBLE ASSETS AND GOODWIL_3
INTANGIBLE ASSETS AND GOODWILL (Details 1) $ in Thousands | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Statement [Line Items] | |
Goodwill, Balance Beginning | $ 20,054 |
Acquired Through Business Combinations (note 8) | 29,626 |
Impairment | (16,000) |
Goodwill, Balance ending | 28,666 |
Goodwill [Member] | |
Statement [Line Items] | |
Goodwill, Balance Beginning | 20,054 |
Acquired Through Business Combinations (note 8) | 24,612 |
Impairment | (16,000) |
Goodwill, Balance ending | 28,666 |
Goodwill [Member] | Just CBD [Member] | |
Statement [Line Items] | |
Goodwill, Balance Beginning | 0 |
Acquired Through Business Combinations (note 8) | 0 |
Impairment | 0 |
Goodwill, Balance ending | 24,612 |
Goodwill [Member] | Pharmaceuticals and Nutraceuticals | |
Statement [Line Items] | |
Goodwill, Balance Beginning | 379 |
Acquired Through Business Combinations (note 8) | 24,612 |
Impairment | 0 |
Goodwill, Balance ending | 379 |
Goodwill [Member] | Vessel [Member] | |
Statement [Line Items] | |
Goodwill, Balance Beginning | 19,675 |
Acquired Through Business Combinations (note 8) | 0 |
Impairment | (16,000) |
Goodwill, Balance ending | $ 3,675 |
INTANGIBLE ASSETS AND GOODWIL_4
INTANGIBLE ASSETS AND GOODWILL (Details Narrative) $ in Millions | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Intangible Assets And Goodwill | $ 3.2 |
Intangible Assets And Goodwill | $ 0.2 |
Description Of Amortization | 92 to 104 months of remaining amortization periods |
Description Of Amortization | 32 months of remaining amortization period |
IMPAIRMENT OF ASSETS (Details N
IMPAIRMENT OF ASSETS (Details Narrative) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Statement [Line Items] | ||
Deferred Tax | $ 1,511 | $ 1,511 |
Goodwill And Identified Intangible Assets | 42,098 | |
Vessels One [Member] | ||
Statement [Line Items] | ||
Impairment Of CGU | 16,000 | |
Total Carrying Value | 28,000 | |
Goodwill And Identified Intangible Assets | 28,000 | |
Other Long-lived Assets | $ 1,400 | |
Description to sensitivity assessment to recoverable amount | As a sensitivity assessment to the recoverable amount calculations, reducing the selected revenue multiple by 0.5 from 1.75 above down to 1.25 (approximately 29% decrease) would result in additional goodwill impairment of approximately $3.0 million | |
Vessel [Member] | ||
Statement [Line Items] | ||
Deferred Tax | $ 1,400 | |
Lease Liability | 1,200 | |
Estimated Recoverable Amount | $ 11,900 | |
Description Of Valuation | The fair value was determined based on guideline public companies similar to Vessel considering financial metrics such as historical revenue growth, gross margin and EBITDA profitability and with operations focused on consumer brands and similar sales channels. An enterprise value to latest twelve months revenue multiple of 1.75 was selected based on consideration of the enterprise value to latest twelve months multiples of the guideline companies. The multiple was applied to Vessel’s revenue for the twelve months ended June 30, 2022. Estimated costs of disposal of 3% were subtracted to arrive at the recoverable amount. The impairment test valuation is considered a Level 3 method within the IFRS 13 fair value hierarchy |
LEASES (Details)
LEASES (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Amortization Expense By Class Of Underlying Asset | ||
Total Amortization Expense | $ 383 | $ 45 |
Interest On Lease Liabilities | 83 | 14 |
Short-term And Low Value Assets Lease Expense | 510 | 0 |
Total Lease Expense | 976 | 59 |
Other Information | ||
Additions To Right Of Use Assets | 2,053 | 0 |
Cash Paid For Amounts Included In The Measurement Of Lease Liabilities | ||
Financing Cash Flows From Leases (interest) | 69 | 16 |
Financing Cash Flows From Leases (principal) | 420 | 70 |
Operating Cash Flows For Short Term And Low Value Asset Leases | 510 | 0 |
Total Cash Outflows From Leases | 999 | 86 |
Carrying Amount Of Right Of Use Asset By Class Of Underlying Asset | ||
Total Carrying Amount Of Right Of Use Assets | 3,639 | 247 |
Buildings | ||
Amortization Expense By Class Of Underlying Asset | ||
Total Amortization Expense | 5 | 5 |
Carrying Amount Of Right Of Use Asset By Class Of Underlying Asset | ||
Total Carrying Amount Of Right Of Use Assets | 1,036 | 16 |
Land | ||
Amortization Expense By Class Of Underlying Asset | ||
Total Amortization Expense | 27 | 0 |
Carrying Amount Of Right Of Use Asset By Class Of Underlying Asset | ||
Total Carrying Amount Of Right Of Use Assets | 111 | 0 |
Office Space | ||
Amortization Expense By Class Of Underlying Asset | ||
Total Amortization Expense | 351 | 40 |
Carrying Amount Of Right Of Use Asset By Class Of Underlying Asset | ||
Total Carrying Amount Of Right Of Use Assets | $ 2,492 | $ 231 |
LEASES (Details 1)
LEASES (Details 1) $ in Thousands | Jun. 30, 2022 USD ($) |
Statement [Line Items] | |
Total Undiscounted Cash Flows | $ 4,167 |
Less: Present Value Discount | (606) |
Total Lease Liabilities | 3,561 |
2023 | |
Statement [Line Items] | |
Total Undiscounted Cash Flows | 1,366 |
2024 | |
Statement [Line Items] | |
Total Undiscounted Cash Flows | 1,251 |
2025 | |
Statement [Line Items] | |
Total Undiscounted Cash Flows | 447 |
2027 | |
Statement [Line Items] | |
Total Undiscounted Cash Flows | 373 |
Thereafter | |
Statement [Line Items] | |
Total Undiscounted Cash Flows | 290 |
2026 | |
Statement [Line Items] | |
Total Undiscounted Cash Flows | $ 440 |
LEASES (Details Narrative)
LEASES (Details Narrative) | 6 Months Ended |
Jun. 30, 2022 | |
LEASES (Details) | |
Description of lease | The Company’s land lease for 361 hectares of property in Santander, Colombia expires August 31, 2024 |
CAPITAL STOCK (Details Narrativ
CAPITAL STOCK (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 6 Months Ended | ||||||
Aug. 05, 2022 | Apr. 05, 2022 | Feb. 28, 2022 | Feb. 24, 2022 | Jan. 31, 2022 | Jun. 30, 2022 | Jul. 05, 2022 | Jan. 18, 2022 | |
Statement [Line Items] | ||||||||
Share Repurchased | $ 5,000 | |||||||
Stock Issued For Consulting Services Performed, Shares | 700,000 | |||||||
Stock Issued For Consulting Services Performed, Amount | $ 1,300 | |||||||
Cash Paid | $ 400 | |||||||
Common Shares | 6,000,000 | |||||||
Exercise price | $ 1.62 | |||||||
Acquisition Of Noncontrolling Interests Flora Beauty LLC | ||||||||
Statement [Line Items] | ||||||||
Common Shares | 100,000 | |||||||
Common Share Exercisable | 50,000 | |||||||
Exercise price | $ 1.70 | |||||||
Gross Proceeds | $ 200 | |||||||
Share Acquired From Minority Interest | 10% | |||||||
Acquisition Of Noncontrolling Interests Breeze | ||||||||
Statement [Line Items] | ||||||||
Common Shares | 30,282 | |||||||
Gross Proceeds | $ 10 | |||||||
Share Acquired From Minority Interest | 10% | |||||||
Other Offering | ||||||||
Statement [Line Items] | ||||||||
Stock Issued For Consulting Services Performed, Shares | 111,112 | |||||||
Stock Issued For Consulting Services Performed, Amount | $ 200 | |||||||
Common Share Exercisable | 83,333 | |||||||
Exercise price | $ 2.25 | |||||||
Just CBD [Member] | ||||||||
Statement [Line Items] | ||||||||
Cash Paid | $ 4,000 | |||||||
Common Shares | 9,500,000 | |||||||
Business Acquisition, Common Stock, Value of Shares Issued | $ 14,700 | |||||||
Fair Value Discount | 15% |
OPTIONS (Details)
OPTIONS (Details) - Stock options | 6 Months Ended |
Jun. 30, 2022 $ / shares shares | |
Statement [Line Items] | |
Outstanding Balance, Beginning | shares | 5,448 |
Granted | shares | 471 |
Exercised | shares | (512) |
Outstanding Balance, Ending | shares | 5,407 |
Weighted Average Exercise Price Outstanding Balance, Beginning | $ / shares | $ 1.96 |
Weighted Average Exercise Price, Granted | $ / shares | 1.62 |
Weighted Average Exercise Price, Exercised | $ / shares | 0.15 |
Weighted Average Exercise Price Outstanding Balance, Ending | $ / shares | $ 2.09 |
OPTIONS (Details 1)
OPTIONS (Details 1) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Statement [Line Items] | ||
Exercise Price | $ 3.60 | |
Exercise Price Four | ||
Statement [Line Items] | ||
Options Exercisable | 17,000 | |
Exercise Price | $ 2.25 | |
Grant Date Fair Value Vested Amount | $ 23 | |
Options Outstanding, Weighted Average Remaining Contractual Life | 3 years 1 month 6 days | |
Options Outstanding | 17,000 | |
Exercise Price Five | ||
Statement [Line Items] | ||
Options Exercisable | 66,000 | |
Exercise Price | $ 2.25 | |
Grant Date Fair Value Vested Amount | $ 92 | |
Options Outstanding, Weighted Average Remaining Contractual Life | 3 years 2 months 12 days | |
Options Outstanding | 66,000 | |
Exercise Price Six | ||
Statement [Line Items] | ||
Options Exercisable | 666,000 | |
Exercise Price | $ 2.25 | |
Grant Date Fair Value Vested Amount | $ 918 | |
Options Outstanding, Weighted Average Remaining Contractual Life | 3 years 4 months 24 days | |
Options Outstanding | 666,000 | |
Exercise Price Seven | ||
Statement [Line Items] | ||
Options Exercisable | 500,000 | |
Exercise Price | $ 2.25 | |
Grant Date Fair Value Vested Amount | $ 689 | |
Options Outstanding, Weighted Average Remaining Contractual Life | 3 years 6 months | |
Options Outstanding | 500,000 | |
Exercise Price Eight | ||
Statement [Line Items] | ||
Options Exercisable | 241,000 | |
Exercise Price | $ 3.87 | |
Grant Date Fair Value Vested Amount | $ 686 | |
Options Outstanding, Weighted Average Remaining Contractual Life | 3 years 10 months 24 days | |
Options Outstanding | 241,000 | |
Exercise Price Nine | ||
Statement [Line Items] | ||
Options Exercisable | 167,000 | |
Exercise Price | $ 3.68 | |
Grant Date Fair Value Vested Amount | $ 455 | |
Options Outstanding, Weighted Average Remaining Contractual Life | 3 years 10 months 24 days | |
Options Outstanding | 167,000 | |
Exercise Price Ten | ||
Statement [Line Items] | ||
Options Exercisable | 0 | |
Exercise Price | $ 5.20 | |
Grant Date Fair Value Vested Amount | $ 54 | |
Options Outstanding, Weighted Average Remaining Contractual Life | 4 years 2 months 12 days | |
Options Outstanding | 16,000 | |
Exercise Price Eleven | ||
Statement [Line Items] | ||
Options Exercisable | 0 | |
Exercise Price | $ 6.90 | |
Grant Date Fair Value Vested Amount | $ 1,026 | |
Options Outstanding, Weighted Average Remaining Contractual Life | 4 years 2 months 12 days | |
Options Outstanding | 240,000 | |
Exercise Price Twelve | ||
Statement [Line Items] | ||
Options Exercisable | 175,000 | |
Exercise Price | $ 2.04 | |
Grant Date Fair Value Vested Amount | $ 1,590 | |
Options Outstanding, Weighted Average Remaining Contractual Life | 4 years 6 months | |
Options Outstanding | 1,640,000 | |
Exercise Price Thirteen | ||
Statement [Line Items] | ||
Options Exercisable | 0 | |
Exercise Price | $ 2.25 | |
Grant Date Fair Value Vested Amount | $ 84 | |
Options Outstanding, Weighted Average Remaining Contractual Life | 3 years | |
Options Outstanding | 84,000 | |
Exercise Price Fourteen | ||
Statement [Line Items] | ||
Options Exercisable | 50,000 | |
Exercise Price | $ 1.70 | |
Grant Date Fair Value Vested Amount | $ 63 | |
Options Outstanding, Weighted Average Remaining Contractual Life | 4 years 7 months 6 days | |
Options Outstanding | 50,000 | |
Exercise Price Fifteen | ||
Statement [Line Items] | ||
Options Exercisable | 217,000 | |
Exercise Price | $ 1.48 | |
Grant Date Fair Value Vested Amount | $ 296 | |
Options Outstanding, Weighted Average Remaining Contractual Life | 4 years 7 months 6 days | |
Options Outstanding | 287,000 | |
Exercise Price Sixteen | ||
Statement [Line Items] | ||
Options Exercisable | 0 | |
Exercise Price | $ 1.30 | |
Grant Date Fair Value Vested Amount | $ 4 | |
Options Outstanding, Weighted Average Remaining Contractual Life | 4 years 10 months 24 days | |
Options Outstanding | 50,000 | |
Exercise Price One | ||
Statement [Line Items] | ||
Options Exercisable | 949,000 | |
Exercise Price | $ 0.15 | 3 |
Grant Date Fair Value Vested Amount | $ 35 | |
Options Outstanding, Weighted Average Remaining Contractual Life | 2 years | |
Options Outstanding | 949,000 | |
Exercise Price Two | ||
Statement [Line Items] | ||
Options Exercisable | 117,000 | |
Exercise Price | $ 2.25 | 3.75 |
Grant Date Fair Value Vested Amount | $ 344 | |
Options Outstanding, Weighted Average Remaining Contractual Life | 2 years 9 months 18 days | |
Options Outstanding | 117,000 | |
Exercise Price Three | ||
Statement [Line Items] | ||
Options Exercisable | 317,000 | |
Exercise Price | $ 2.25 | $ 3.30 |
Grant Date Fair Value Vested Amount | $ 252 | |
Options Outstanding, Weighted Average Remaining Contractual Life | 3 years | |
Options Outstanding | 317,000 | |
Stock options | ||
Statement [Line Items] | ||
Options Outstanding | 5,407,000 | |
Options Exercisable | 3,482,000 | |
Exercise Price | $ 2.09 | |
Grant Date Fair Value Vested Amount | $ 6,611 | |
Options Outstanding, Weighted Average Remaining Contractual Life | 3 years 7 months 6 days | |
Options Outstanding | 5,407 | 5,448 |
OPTIONS (Details 2)
OPTIONS (Details 2) | 6 Months Ended |
Jun. 30, 2022 $ / shares | |
OPTIONS (Details) | |
Risk-free Annual Interest Rate | 1.75% |
Current Stock Price | $ 1.58 |
Expected Annualized Volatility | 100% |
Expected Life (years) | 4 years 7 months 24 days |
Expected Annual Dividend Yield | 0% |
Exercise Price | $ 1.62 |
OPTIONS (Details Narrative)
OPTIONS (Details Narrative) - CAD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
OPTIONS (Details) | ||
Expense Related To Options Granted | $ 2.9 | $ 0.1 |
WARRANTS (Details)
WARRANTS (Details) | 6 Months Ended |
Jun. 30, 2022 $ / shares shares | |
Statement [Line Items] | |
Number Of Warrants Balance, Beginning | 7,388,000 |
Warrants [Member] | |
Statement [Line Items] | |
Number Of Warrants, Exercised | (473,000) |
Number Of Warrants, Cancelled/expired | (885,000) |
Number Of Warrants Balance, ending | 7,388 |
Weighted Average Exercise Price Outstanding Balance, Beginning | $ / shares | $ 3.37 |
Number Of Warrants Balance, Beginning | 8,746,000 |
Weighted Average Exercise Price, Exercised | $ / shares | $ 0.49 |
Weighted Average Exercise Price, Cancelled/expired | $ / shares | 3 |
Weighted Average Exercise Price Outstanding Balance, Ending | $ / shares | $ 3.60 |
WARRANTS (Details 1)
WARRANTS (Details 1) - USD ($) $ / shares in Units, shares in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Statement [Line Items] | ||
Grant date fair value vested amount | $ 10,537 | |
Warrants, weighted average remaining contractual life | 3 years 9 months 7 days | |
Exercise Price | $ 3.60 | |
Warrants Outstanding | 7,388 | |
Exercise Price One | ||
Statement [Line Items] | ||
Grant date fair value vested amount | $ 776 | |
Warrants, weighted average remaining contractual life | 1 month 13 days | |
Exercise Price | $ 0.15 | $ 3 |
Warrants Outstanding | 1,178 | |
Date of expiry | July 23, 2021 - September 20, 2022 | |
Exercise Price Two | ||
Statement [Line Items] | ||
Grant date fair value vested amount | $ 8,706 | |
Warrants, weighted average remaining contractual life | 4 years 4 months 20 days | |
Exercise Price | $ 2.25 | $ 3.75 |
Warrants Outstanding | 5,750 | |
Date of expiry | November 18, 2026 | |
Exercise Price Three | ||
Statement [Line Items] | ||
Grant date fair value vested amount | $ 1,055 | |
Warrants, weighted average remaining contractual life | 5 years 4 months 20 days | |
Exercise Price | $ 2.25 | $ 3.30 |
Warrants Outstanding | 460 | |
Date of expiry | November 18, 2027 |
PROVISIONS COMMITMENTS AND CO_3
PROVISIONS COMMITMENTS AND CONTINGENCIES (Details) | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Sales Tax Member | |
Statement [Line Items] | |
Acquired through business combinations | $ 982,000 |
Payment settlements | 0 |
Balance ending as at June 30, 2022 | 1,389,000 |
Additional Provisions15 | 407,000 |
Termination Benefits | |
Statement [Line Items] | |
Beginning Balance, Amount | 352,000 |
Additional Provisions | 0 |
Acquired through business combinations | 0 |
Payment settlements | (352,000) |
Balance Ending as at June 30, 2022 | 0 |
Legal Disputes | |
Statement [Line Items] | |
Beginning Balance, Amount | 1,681,000 |
Additional Provisions | 0 |
Acquired through business combinations | 0 |
Payment settlements | (1,681,000) |
Balance End as at June 30, 2022 | $ 0 |
PROVISIONS COMMITMENTS AND CO_4
PROVISIONS COMMITMENTS AND CONTINGENCIES (Details Narrative) $ / shares in Units, shares in Millions, $ in Millions | 6 Months Ended |
Jun. 30, 2022 USD ($) $ / shares shares | |
PROVISIONS COMMITMENTS AND CONTINGENCIES (Details) | |
Issued Common Shares | shares | 3 |
Issued Common Shares | $ / shares | $ 0.05 |
Total Contracts Payment | $ 2.3 |
Payment For Termination | $ 1.9 |
LOSS PER SHARE (Details)
LOSS PER SHARE (Details) - shares | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Statement [Line Items] | ||
Total Anti-dilutive | 25,936,000 | 13,497,000 |
Just CBD [Member] | ||
Statement [Line Items] | ||
Total Anti-dilutive | 13,141,000 | 0 |
Stock options | ||
Statement [Line Items] | ||
Total Anti-dilutive | 5,407,000 | 4,202,000 |
Warrants [Member] | ||
Statement [Line Items] | ||
Total Anti-dilutive | 7,388,000 | 9,295,000 |
RELATED PARTY DISCLOSURES (Deta
RELATED PARTY DISCLOSURES (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
RELATED PARTY DISCLOSURES | ||
Directors' And Officers' Compensation | $ 816 | $ 736 |
Share-based Payments | 197 | 1,748 |
Total | $ 1,013 | $ 2,484 |
RELATED PARTY DISCLOSURES (De_2
RELATED PARTY DISCLOSURES (Details Narrative) - USD ($) shares in Millions | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Statement [Line Items] | |||
Rent And Promotion Services Expenses | $ 100,000 | $ 100,000 | |
Termination description | termination notices of 24 to 36 months | ||
Expenses For Consulting | $ 300,000 | 100,000 | |
Initial public offering | $ 1,700,000 | ||
Share Based Payments | 333,333 | ||
Trade And Other Payables | 7,401,000 | $ 5,628,000 | |
Ontario Inc. | |||
Statement [Line Items] | |||
Amount Owed To Related Parties | 0 | 6,000 | |
Forbes and Manhattan Inc. | |||
Statement [Line Items] | |||
Amount Owed To Related Parties | 11,000 | 11,000 | |
Ontario Corp. | |||
Statement [Line Items] | |||
Amount Owed To Related Parties | 0 | ||
Number of Common Shares | |||
Statement [Line Items] | |||
Trade And Other Payables | $ 0 | $ 100,000 |
FINANCIAL INSTRUMENTS AND RIS_3
FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (Details ) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Statement [Line Items] | ||
Amounts Receivable | $ 5,428,000 | $ 5,565,000 |
CAD | ||
Statement [Line Items] | ||
Cash | 862 | 1,393 |
Amounts Receivable | 0 | 72 |
Loans Receivable | 0 | 0 |
Trade Payables | (152) | (40) |
Accrued Liabilities | (175) | (589) |
Lease Liabilities | 0 | 0 |
Long Term Debt | 0 | 0 |
Net Carrying Value | 535 | 836 |
COP | ||
Statement [Line Items] | ||
Cash | 1,673,360 | 4,451,775 |
Amounts Receivable | 12,946,301 | 15,775,755 |
Loans Receivable | 0 | 0 |
Trade Payables | (8,285,897) | (5,398,068) |
Accrued Liabilities | (960,040) | (2,120,869) |
Lease Liabilities | (2,166,163) | (1,690,797) |
Long Term Debt | (40,405) | (72,963) |
Net Carrying Value | 3,167,156 | 10,944,833 |
EUR | ||
Statement [Line Items] | ||
Cash | 1,605 | 896 |
Amounts Receivable | 0 | 0 |
Loans Receivable | 0 | 0 |
Trade Payables | (5) | 0 |
Accrued Liabilities | 0 | 0 |
Lease Liabilities | 0 | 0 |
Long Term Debt | 0 | 0 |
Net Carrying Value | 1,600 | 896 |
CHF | ||
Statement [Line Items] | ||
Cash | 0 | 0 |
Amounts Receivable | 0 | 0 |
Loans Receivable | 250 | 250 |
Trade Payables | 0 | 0 |
Accrued Liabilities | 0 | 0 |
Lease Liabilities | 0 | 0 |
Long Term Debt | 0 | 0 |
Net Carrying Value | 250 | $ 250 |
GBP | ||
Statement [Line Items] | ||
Cash | 22 | |
Loans Receivable | 0 | |
Trade Payables | (23) | |
Accrued Liabilities | (16) | |
Lease Liabilities | (27) | |
Long Term Debt | 0 | |
Net Carrying Value | 130 | |
Amounts Receivable | $ 174 |
FINANCIAL INSTRUMENTS AND RIS_4
FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (Details Narrative) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Statement [Line Items] | ||
Financial Assets And Liabilities | $ 300 | $ 500 |
Description Of Exchange Rate | then changing the rate by 10%. Management determined 10% is a ‘reasonably possible’ change in foreign currency rates by considering the approximate change in rates in the prior twelve months | |
Restricted Cash | $ 1 | 2 |
Credit risk | ||
Statement [Line Items] | ||
Restricted Cash | 10,300 | 37,600 |
Cash | 10,100 | $ 37,400 |
Cash Held Amount | $ 200 |
CAPITAL MANAGEMENT (Details Nar
CAPITAL MANAGEMENT (Details Narrative) $ in Millions | Jun. 16, 2022 USD ($) |
CAPITAL MANAGEMENT (Details Narrative) | |
Maximum number of shares repurchase, amount | $ 5 |
SEGMENTED INFORMATION (Details)
SEGMENTED INFORMATION (Details) - USD ($) | 6 Months Ended | 10 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2019 | |
Statement [Line Items] | |||
Revenue | $ (14,917,000) | $ (2,118,000) | $ 0 |
Gross Profit | 6,546,000 | 1,012,000 | |
Net loss | (32,716,000) | (5,138,000) | |
Total [Member] | |||
Statement [Line Items] | |||
Revenue | 14,917,000 | 2,118,000 | |
Gross Profit | 6,546,000 | 1,012,000 | |
Net loss | (32,716,000) | 5,138,000 | |
Cannabis Growth and Derivative Production Member | |||
Statement [Line Items] | |||
Revenue | 3,000 | 0 | |
Gross Profit | 47,000 | 0 | |
Net loss | (715,000) | (428,000) | |
Consumer Products | |||
Statement [Line Items] | |||
Revenue | 13,603,000 | 286,000 | |
Gross Profit | 4,304,000 | 173,000 | |
Net loss | (19,420,000) | (857,000) | |
Pharmaceuticals and Nutraceuticals | |||
Statement [Line Items] | |||
Revenue | 3,708,000 | 1,629,000 | |
Gross Profit | 2,096,000 | 752,000 | |
Net loss | (317,000) | 50,000 | |
Beverage and food | |||
Statement [Line Items] | |||
Revenue | 252,000 | 310,000 | |
Gross Profit | 99,000 | 87,000 | |
Net loss | (462,000) | (64,000) | |
Corporate and Eliminations | |||
Statement [Line Items] | |||
Revenue | (2,649,000) | (107,000) | |
Gross Profit | 0 | 0 | |
Net loss | $ (12,436,000) | $ (3,839,000) |
SEGMENTED INFORMATION (Details
SEGMENTED INFORMATION (Details 1) - USD ($) | 6 Months Ended | 10 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2019 | Dec. 31, 2021 | |
Statement [Line Items] | ||||
Total Liabilities | $ 16,599,000 | $ 8,538,000 | ||
Revenue | (14,917,000) | $ (2,118,000) | $ 0 | |
Gross Profit | 6,546,000 | 1,012,000 | ||
Colombia | ||||
Statement [Line Items] | ||||
Non-current Assets | 5,320,000 | 4,042,000 | ||
Total Liabilities | 2,732,000 | 2,359,000 | ||
Revenue | 1,631,000 | 2,069,000 | ||
Gross Profit | 999,000 | 1,009,000 | ||
United States | ||||
Statement [Line Items] | ||||
Non-current Assets | 42,351,000 | 29,650,000 | ||
Total Liabilities | 9,290,000 | 3,106,000 | ||
Revenue | 12,887,000 | 49,000 | ||
Gross Profit | 5,471,000 | 3,000 | ||
Canada | ||||
Statement [Line Items] | ||||
Non-current Assets | 1,533,000 | 3,844,000 | ||
Total Liabilities | 4,496,000 | 3,073,000 | ||
Revenue | 0 | 0 | ||
Gross Profit | 0 | 0 | ||
United Kingdom [Member] | ||||
Statement [Line Items] | ||||
Non-current Assets | 2,708,000 | 0 | ||
Total Liabilities | 81,000 | 0 | ||
Revenue | 399,000 | 0 | ||
Gross Profit | 76,000 | 0 | ||
Total [Member] | ||||
Statement [Line Items] | ||||
Non-current Assets | 51,912,000 | 37,536,000 | ||
Total Liabilities | 16,599,000 | $ 8,538,000 | ||
Revenue | 14,917,000 | 2,118,000 | ||
Gross Profit | $ 6,546,000 | $ 1,012,000 |
SEGMENTED INFORMATION (Detail_2
SEGMENTED INFORMATION (Details Narrative) | 6 Months Ended |
Jun. 30, 2022 | |
CAPITAL MANAGEMENT (Details Narrative) | |
consolidated revenue | 10% |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Jul. 05, 2022 | |
Statement [Line Items] | ||
Common Shares | 6,000,000 | |
Subsegments Axis | ||
Statement [Line Items] | ||
Common Shares | 366,645 | |
Exchange For Base Fees | $ 250,000 | |
Stock Options Exercised During Period, Shares | 266 | |
Warrants Exercised During Period, Shares | 266 | |
Common Stock, Shares Issued During Period In Exchange Of Stock Options And Warrants Exercised | 798,602 |