Document And Entity Information
Document And Entity Information | 6 Months Ended |
Jun. 30, 2021 | |
Document Information Line Items | |
Entity Registrant Name | Clever Leaves Holdings Inc. |
Document Type | S-1 |
Amendment Flag | false |
Entity Central Index Key | 0001819615 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Incorporation, State or Country Code | A1 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Financial Position (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current: | ||||
Cash and cash equivalents | $ 56,621 | $ 79,107 | [1] | $ 12,044 |
Restricted cash | 454 | 353 | [1] | 1,154 |
Accounts receivable, net | 1,620 | 1,676 | [1] | 526 |
Prepaids, advances and other | 3,790 | 3,174 | [1] | 3,284 |
Other receivables | 1,843 | 1,306 | [1] | 1,076 |
Inventories, net | 13,148 | 10,190 | [1] | 5,416 |
Total current assets | 77,476 | 95,806 | [1] | 23,500 |
Investment – Lift & Co | [1] | 376 | ||
Investment – Cansativa | 1,528 | 1,553 | [1] | 1,701 |
Property, plant and equipment, net of accumulated depreciation of $4,365 and $3,356 for the six months ended June 30, 2021 and December 31, 2020, respectively | 28,704 | 25,680 | [1] | 24,374 |
Intangible assets, net | 23,498 | 24,279 | [1] | 25,510 |
Goodwill | 18,508 | 18,508 | [1] | 20,190 |
Other non-current assets | 58 | 52 | [1] | 66 |
Total Assets | 149,772 | 165,878 | [1] | 95,717 |
Current: | ||||
Accounts payable | 3,258 | 4,429 | [1] | 3,373 |
Accrued expenses and other current liabilities | 3,046 | 4,865 | [1] | 2,723 |
Current portion of Convertible notes | 27,119 | |||
Warrant liability | 22,736 | 19,061 | [1] | |
Deferred revenue | 435 | 870 | [1] | |
Total current liabilities | 56,594 | 29,225 | [1] | 6,096 |
Convertible notes | 27,142 | [1] | 26,566 | |
Loans and borrowings | 6,559 | 6,701 | [1] | 7,162 |
Deferred revenue | 1,565 | 1,167 | [1] | |
Deferred tax liabilities | 5,700 | 5,700 | [1] | 5,700 |
Other long-term liabilities | 532 | 693 | [1] | |
Total Liabilities | 70,950 | 70,628 | [1] | 45,524 |
Contingencies and commitments | [1] | |||
Shareholders’ equity | ||||
Common shares, without par value, unlimited shares authorized: 25,629,641 and 24,883,024 shares issued and outstanding as of June 30, 2021 and December 31, 2020, respectively | [1] | |||
Preferred shares, without par value, unlimited shares authorized, nil shares issued and outstanding for each of June 30, 2021 and December 31, 2020 | [1] | |||
Additional paid-in capital | 170,557 | 164,264 | [1] | 77,431 |
Accumulated deficit | (91,735) | (69,014) | [1] | (31,933) |
Total equity attributable to shareholders | 78,822 | 95,250 | [1] | 45,498 |
Non-controlling interest | [1] | 4,695 | ||
Total shareholders’ equity | 78,822 | 95,250 | [1] | 50,193 |
Total liabilities and shareholders’ equity | $ 149,772 | $ 165,878 | [1] | $ 95,717 |
[1] | See Note 3. for information on the restatement adjustment as of December 31, 2020. |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Financial Position (Unaudited) (Parentheticals) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | |||
Property, plant and equipment, accumulated depreciation (in Dollars) | $ 4,365 | $ 3,356 | $ 997 |
Common stock, shares issued | 25,629,641 | 24,883,024 | 8,304,030 |
Common stock, shares outstanding | 25,629,641 | 24,883,024 | 8,304,030 |
Preferred stock, shares issued | |||
Preferred stock, shares outstanding |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | [1] | Dec. 31, 2019 | ||
Income Statement [Abstract] | ||||||||
Revenue | $ 3,672 | $ 1,939 | $ 7,149 | $ 4,853 | $ 12,117 | $ 7,834 | ||
Cost of sales | (1,338) | (1,032) | (2,584) | (1,785) | (4,704) | (4,732) | ||
Gross profit | 2,334 | 907 | 4,565 | 3,068 | 7,413 | 3,102 | ||
Expenses | ||||||||
General and administrative | 10,606 | 7,264 | 19,348 | 15,384 | 29,828 | 34,979 | ||
Sales and marketing | 807 | 603 | 1,485 | 1,784 | 2,577 | 3,183 | ||
Goodwill impairment | 1,682 | 1,682 | [2] | [2] | ||||
Depreciation and amortization | 524 | 365 | 1,103 | 717 | 1,854 | 1,480 | ||
Total expenses | 11,937 | 8,232 | 21,936 | 19,567 | 35,941 | 39,642 | ||
Loss from operations | (9,603) | (7,325) | (17,371) | (16,499) | (28,528) | (36,540) | ||
Other Expense (Income), Net | ||||||||
Interest expense, net | 920 | 953 | 1,898 | 1,789 | 4,455 | 2,684 | ||
Loss (gain) on remeasurement of warrant liability | (1,176) | 3,675 | (10,780) | |||||
Loss on investments | 67 | 228 | 464 | 756 | ||||
Loss on debt extinguishment | 2,360 | 3,374 | ||||||
Gain on fair value of derivative instrument | (13) | 657 | 421 | |||||
Foreign exchange loss | 80 | 311 | 839 | 359 | 491 | 1,575 | ||
Other (income) expenses, net | (485) | 105 | (1,087) | 48 | (284) | 534 | ||
Total other expense (income), net | (661) | 1,423 | 5,325 | 2,424 | (2,637) | 9,344 | ||
Loss before loss from equity investment | (8,942) | (8,748) | (22,696) | (18,923) | (25,891) | (45,884) | ||
Incomes taxes | [3] | |||||||
Equity investment share of loss | 14 | 5 | 25 | 16 | 4 | 96 | ||
Net loss | (8,956) | (8,753) | (22,721) | (18,939) | (25,895) | [2],[3],[4],[5] | (45,980) | [2],[6] |
Net loss attributable to non-controlling interest | (744) | (1,648) | [5] | (6,450) | ||||
Net loss attributable to Clever Leaves Holdings Inc. common shareholders | $ (8,956) | $ (8,009) | $ (22,721) | $ (17,291) | $ (25,895) | $ (39,530) | ||
Net loss per share attributable to Clever Leaves Holdings Inc. common shareholders – basic and diluted (in Dollars per share) | $ (0.35) | $ (0.82) | $ (0.90) | $ (1.91) | $ (3.34) | [5] | $ (5.06) | |
Weighted-average common shares outstanding – basic and diluted (in Shares) | 25,588,987 | 9,800,604 | 25,311,077 | 9,052,317 | 10,815,580 | [5] | 7,814,796 | |
[1] | See Note 3. for information on the restatement adjustment as of December 31, 2020. | |||||||
[2] | See Note 3. for information on the restatement adjustment as of December 31, 2020 and on the reclassification adjustment as of December 31, 2019. | |||||||
[3] | Following the SEC statement in April 2021, the Company determined that the private warrants should be classified as a liability. Refer to Note 3. for more information and the impact on the Company’s financial statements. | |||||||
[4] | Loss before income taxes of $25,891 plus loss from equity investment of $4. | |||||||
[5] | See Note 3. for information on the restatement adjustment as of December 31, 2020. | |||||||
[6] | Loss before income taxes of $45,884 plus loss from equity investment of $96. |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Shareholders’ Equity (Unaudited) - USD ($) $ in Thousands | Common Share | Preferred Shares | Additional Paid-in Capital | Retained Earnings/(Deficit) | Accumulated Deficit Other Comprehensive Income | Attributable to Non- controlling Interest | Total | ||
Balance at Dec. 31, 2018 | $ 2 | $ 22,117 | $ 6,407 | $ 1,191 | $ 12,896 | $ 42,613 | |||
Balance (in Shares) at Dec. 31, 2018 | 19,221,609 | ||||||||
Retroactive application of recapitalization | $ (2) | 2 | |||||||
Retroactive application of recapitalization (in Shares) | (12,901,544) | ||||||||
Balance at Dec. 31, 2018 | 22,119 | 6,407 | 1,191 | 12,896 | 42,613 | ||||
Balance (in Shares) at Dec. 31, 2018 | 6,320,065 | ||||||||
Conversion of Series C convertible debentures | 22,364 | 22,364 | |||||||
Conversion of Series C convertible debentures (in Shares) | 837,345 | ||||||||
Class C preferred stock issuance | 28,824 | 28,824 | |||||||
Class C preferred stock issuance (in Shares) | 1,131,824 | ||||||||
Stock-based compensation expense | 1,522 | 1,522 | |||||||
Stock option exercise | 132 | 132 | |||||||
Stock option exercise (in Shares) | 14,796 | ||||||||
Investment in subsidiaries | 1,752 | (1,752) | |||||||
Issuance of Rock Cliff Capital warrants | 717 | 717 | |||||||
Other comprehensive income | 1,191 | (1,191) | |||||||
Net loss | (39,530) | (6,450) | (45,980) | [1],[2] | |||||
Balance at Dec. 31, 2019 | 77,431 | (31,933) | 4,695 | 50,193 | |||||
Balance (in Shares) at Dec. 31, 2019 | 8,304,030 | ||||||||
Balance at Dec. 31, 2019 | $ 2 | $ 1 | 77,428 | (31,933) | 4,695 | 50,193 | |||
Balance (in Shares) at Dec. 31, 2019 | 19,266,609 | 5,988,957 | |||||||
Retroactive application of recapitalization | $ (2) | $ (1) | 3 | ||||||
Retroactive application of recapitalization (in Shares) | (10,962,579) | (5,988,957) | |||||||
Stock-based compensation expense | 416 | 416 | |||||||
Net loss | (9,282) | (904) | (10,186) | ||||||
Balance at Mar. 31, 2020 | 77,847 | (41,215) | 3,791 | 40,423 | |||||
Balance (in Shares) at Mar. 31, 2020 | 8,304,030 | ||||||||
Balance at Dec. 31, 2019 | $ 2 | $ 1 | 77,428 | (31,933) | 4,695 | 50,193 | |||
Balance (in Shares) at Dec. 31, 2019 | 19,266,609 | 5,988,957 | |||||||
Balance at Dec. 31, 2019 | 77,431 | (31,933) | 4,695 | 50,193 | |||||
Balance (in Shares) at Dec. 31, 2019 | 8,304,030 | ||||||||
Net loss | (18,939) | ||||||||
Balance at Jun. 30, 2020 | 85,926 | (49,224) | 3,047 | 39,749 | |||||
Balance (in Shares) at Jun. 30, 2020 | 10,132,997 | ||||||||
Balance at Dec. 31, 2019 | $ 2 | $ 1 | 77,428 | (31,933) | 4,695 | 50,193 | |||
Balance (in Shares) at Dec. 31, 2019 | 19,266,609 | 5,988,957 | |||||||
Retroactive application of recapitalization | $ (2) | $ (1) | 3 | ||||||
Retroactive application of recapitalization (in Shares) | (10,962,579) | (5,988,957) | |||||||
Balance at Dec. 31, 2019 | 77,431 | (31,933) | 4,695 | 50,193 | |||||
Balance (in Shares) at Dec. 31, 2019 | 8,304,030 | ||||||||
Stock issuances, Class D preferred shares | 18,087 | 18,087 | |||||||
Stock issuances, Class D preferred shares (in Shares) | 2,574,374 | ||||||||
Stock-based compensation expense | 1,652 | 1,652 | |||||||
Purchase and cancellation of stock, Class C preferred shares | (6,250) | (6,250) | |||||||
Purchase and cancellation of stock, Class C preferred shares (in Shares) | (233,788) | ||||||||
Stock option exercise | 20 | 20 | |||||||
Stock option exercise (in Shares) | 88,707 | ||||||||
Issuance of common shares upon vesting of RSUs | |||||||||
Issuance of common shares upon vesting of RSUs (in Shares) | 2,989 | ||||||||
Net loss | (25,895) | (25,895) | [2],[3],[4],[5],[6] | ||||||
Share exchange | |||||||||
Share exchange (in Shares) | 717,085 | ||||||||
Conversion of Convertible Debentures | 9,850 | 9,850 | |||||||
Conversion of Convertible Debentures (in Shares) | 984,567 | ||||||||
Common shares issued for exercise of warrants | 3 | 3 | |||||||
Common shares issued for exercise of warrants (in Shares) | 300,000 | ||||||||
Conversion of the redeemable non-controlling interest | 4,695 | (4,695) | |||||||
Conversion of the redeemable non-controlling interest (in Shares) | 1,562,339 | ||||||||
Business combination and PIPE financing | 47,794 | 47,794 | |||||||
Business combination and PIPE financing (in Shares) | 10,582,721 | ||||||||
Accretion of Class D preferred shares to liquidation preference on automatic conversion | 10,219 | (10,219) | |||||||
Reclassifications and other | 763 | (967) | (204) | ||||||
Balance at Dec. 31, 2020 | [5] | 164,264 | (69,014) | 95,250 | |||||
Balance (in Shares) at Dec. 31, 2020 | [5] | 24,883,024 | |||||||
Balance at Mar. 31, 2020 | 77,847 | (41,215) | 3,791 | 40,423 | |||||
Balance (in Shares) at Mar. 31, 2020 | 8,304,030 | ||||||||
Stock issuances | 14,021 | 14,021 | |||||||
Stock issuances (in Shares) | 2,015,148 | ||||||||
Stock based compensation | 296 | 296 | |||||||
Share repurchase | (6,250) | (6,250) | |||||||
Share repurchase (in Shares) | (233,788) | ||||||||
Stock option exercise | 12 | 12 | |||||||
Stock option exercise (in Shares) | 47,607 | ||||||||
Net loss | (8,009) | (744) | (8,753) | ||||||
Balance at Jun. 30, 2020 | 85,926 | (49,224) | 3,047 | 39,749 | |||||
Balance (in Shares) at Jun. 30, 2020 | 10,132,997 | ||||||||
Balance at Dec. 31, 2020 | [5] | 164,264 | (69,014) | 95,250 | |||||
Balance (in Shares) at Dec. 31, 2020 | [5] | 24,883,024 | |||||||
Stock-based compensation expense | 1,550 | 1,550 | |||||||
Issuance of common shares upon vesting of RSUs | |||||||||
Issuance of common shares upon vesting of RSUs (in Shares) | 7,713 | ||||||||
Founders earnout shares vested | |||||||||
Founders earnout shares vested (in Shares) | 570,212 | ||||||||
Net loss | (13,765) | (13,765) | |||||||
Common shares issued for exercise of warrants | 1,410 | 1,410 | |||||||
Common shares issued for exercise of warrants (in Shares) | 122,639 | ||||||||
Balance at Mar. 31, 2021 | 167,224 | (82,779) | 84,445 | ||||||
Balance (in Shares) at Mar. 31, 2021 | 25,583,588 | ||||||||
Balance at Dec. 31, 2020 | [5] | 164,264 | (69,014) | 95,250 | |||||
Balance (in Shares) at Dec. 31, 2020 | [5] | 24,883,024 | |||||||
Net loss | (22,721) | ||||||||
Balance at Jun. 30, 2021 | 170,557 | (91,735) | 78,822 | ||||||
Balance (in Shares) at Jun. 30, 2021 | 25,629,641 | ||||||||
Balance at Mar. 31, 2021 | 167,224 | (82,779) | 84,445 | ||||||
Balance (in Shares) at Mar. 31, 2021 | 25,583,588 | ||||||||
Stock-based compensation expense | 3,323 | 3,323 | |||||||
Stock option exercise | 10 | 10 | |||||||
Stock option exercise (in Shares) | 40,942 | ||||||||
Issuance of common shares upon vesting of RSUs | |||||||||
Issuance of common shares upon vesting of RSUs (in Shares) | 5,111 | ||||||||
Net loss | (8,956) | (8,956) | |||||||
Balance at Jun. 30, 2021 | $ 170,557 | $ (91,735) | $ 78,822 | ||||||
Balance (in Shares) at Jun. 30, 2021 | 25,629,641 | ||||||||
[1] | Loss before income taxes of $45,884 plus loss from equity investment of $96. | ||||||||
[2] | See Note 3. for information on the restatement adjustment as of December 31, 2020 and on the reclassification adjustment as of December 31, 2019. | ||||||||
[3] | Following the SEC statement in April 2021, the Company determined that the private warrants should be classified as a liability. Refer to Note 3. for more information and the impact on the Company’s financial statements. | ||||||||
[4] | Loss before income taxes of $25,891 plus loss from equity investment of $4. | ||||||||
[5] | See Note 3. for information on the restatement adjustment as of December 31, 2020. | ||||||||
[6] | See Note 3. for information on the restatement adjustment as of December 31, 2020. |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |||||||
Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | ||||||
Statement of Cash Flows [Abstract] | |||||||||
Net loss | $ (22,721) | $ (18,939) | $ (25,895) | [1],[2],[3],[4],[5] | $ (45,980) | [3],[6] | |||
Adjustments to reconcile to net cash provided by operating activities: | |||||||||
Depreciation and amortization | 1,377 | 717 | 3,590 | [3] | 1,480 | [3] | |||
Loss on remeasurement of warrant liability | 3,675 | (10,780) | [3] | [3] | |||||
Deferred tax | [3] | ||||||||
Foreign exchange loss | 839 | 330 | 491 | [3] | 1,521 | [3] | |||
Share-based compensation expense | 4,873 | 713 | 1,652 | [3] | 1,522 | [3] | |||
Goodwill impairment | 1,682 | 1,682 | [3],[4] | [3] | |||||
Other non cash expense (income), net | (538) | 1,527 | 3,852 | [3] | 552 | [3] | |||
Loss on investment | 244 | 319 | [3] | 756 | [3] | ||||
Loss on equity method investment, net | 25 | 148 | [3] | 96 | [3] | ||||
Loss on debt extinguishment | [3] | 2,360 | 3,374 | ||||||
Loss on derivative instruments | [3] | 657 | 421 | ||||||
Proceeds from exercise of warrants | 1,410 | ||||||||
Changes in operating assets and liabilities: | |||||||||
Decrease in accounts receivable | 56 | 43 | (1,150) | [3] | (526) | [3] | |||
Decrease in other non-current liabilities and other items | 25 | (1,301) | |||||||
(Increase) decrease in prepaid expenses | (616) | 2,573 | 118 | [3] | (2,809) | [3] | |||
(Increase) decrease in other receivable | (543) | 237 | (230) | [3] | 19 | [3] | |||
Increase in inventory | (2,958) | (2,238) | (4,774) | [3] | (1,265) | [3] | |||
(Decrease) in accounts payable and other current liabilities | (2,990) | (131) | 3,198 | [3] | 1,674 | [3] | |||
Increase in deferred revenue and other items | [3] | 2,801 | 2,113 | ||||||
Net cash used in operating activities | (19,496) | (14,543) | (21,961) | [3] | (37,052) | [3] | |||
Investing Activities | |||||||||
Business acquisition, net of cash acquired | [3] | (13,429) | |||||||
Investment in Cansativa | [3] | (1,797) | |||||||
Purchase of property, plant and equipment | (4,319) | (3,436) | (3,665) | [3] | (18,675) | [3] | |||
Net cash used in investing activities | (4,319) | (3,436) | (3,665) | [3] | (33,901) | [3] | |||
Financing Activities | |||||||||
Proceeds from issuance of shares, net of issuance costs | 14,021 | 18,021 | [3] | 28,574 | [3] | ||||
Proceeds from issuance of long term debt, net of issuance costs | 2,645 | 9,737 | [3] | 34,750 | [3] | ||||
Other borrowings | 1,223 | 992 | 992 | [3] | [3] | ||||
Purchase and cancellation of shares | (6,250) | (6,250) | [3] | [3] | |||||
Repayment of debt | (1,107) | (429) | (4,191) | [3] | (622) | [3] | |||
Business Combination and PIPE financing, net of costs paid | [3] | 73,509 | |||||||
Stock option exercise | 10 | 20 | [3] | 132 | [3] | ||||
Net cash provided by financing activities | 1,536 | 10,979 | 91,838 | [3] | 62,834 | [3] | |||
Effect of exchange rate changes on cash, cash equivalents & restricted cash | (106) | (29) | 50 | [3] | 54 | [3] | |||
(Decrease) in cash, cash equivalents & restricted cash | (22,385) | [7] | (7,029) | [7] | 66,262 | [3],[8] | (8,065) | [3],[8] | |
Cash, cash equivalents & restricted cash, beginning of period | [3],[8] | 79,460 | [7] | 13,198 | [7] | 13,198 | [7] | 21,263 | |
Cash, cash equivalents & restricted cash, end of period | [7] | $ 57,075 | $ 6,169 | 79,460 | [3],[8] | 13,198 | [3],[8] | ||
Cash paid for interest | 603 | [3] | 2,132 | ||||||
Cash paid for income taxes, net of refunds | [3] | ||||||||
Supplemental disclosures for non-cash activity: | |||||||||
Non-cash exchange of redeemable non-controlling interest | 4,695 | [3] | |||||||
Conversion of Convertible Debentures | 9,850 | [3] | |||||||
Non-cash paid-in-kind interest | $ 2,881 | [3] | |||||||
[1] | Following the SEC statement in April 2021, the Company determined that the private warrants should be classified as a liability. Refer to Note 3. for more information and the impact on the Company’s financial statements. | ||||||||
[2] | Loss before income taxes of $25,891 plus loss from equity investment of $4. | ||||||||
[3] | See Note 3. for information on the restatement adjustment as of December 31, 2020 and on the reclassification adjustment as of December 31, 2019. | ||||||||
[4] | See Note 3. for information on the restatement adjustment as of December 31, 2020. | ||||||||
[5] | See Note 3. for information on the restatement adjustment as of December 31, 2020. | ||||||||
[6] | Loss before income taxes of $45,884 plus loss from equity investment of $96. | ||||||||
[7] | These amounts include restricted cash of $454 and $2,954 as of June 30, 2021 and June 30, 2020, respectively. The June 30, 2021 restricted cash is comprised primarily of cash on deposit for certain lease arrangements. June 30, 2020 balance represents amounts on deposit from investors related to the tranche 1 of the Series E financing round, as well as cash on deposit for certain lease arrangements . | ||||||||
[8] | These amounts include restricted cash of $353 and $1,154 as of December 31, 2020 and December 31, 2019, respectively. The December 31, 2020 restricted cash is comprised primarily of cash on deposit for certain lease arrangements. December 31, 2019 balance represents cash on deposit for payments related to the Herbal Brands acquisition, and cash on deposit for certain lease arrangements. |
CORPORATE INFORMATION
CORPORATE INFORMATION | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
CORPORATE INFORMATION | 1. CORPORATE INFORMATION Clever Leaves Holdings Inc. (the “Company”) is a multi -national -cannabinoid The mailing address of our principal executive office is 489 Fifth Avenue, 27 th Business Combination On December -owned Clever Leaves was deemed the accounting acquirer in the Business Combination based on an analysis of the criteria outlined in Accounting Standards Codification (“ASC”) 805. This determination was primarily based on Clever Leaves’ stockholders prior to the Business Combination having a majority of the voting interests in the combined company, Clever Leaves’ operations comprising the ongoing operations of the combined company, Clever Leaves’ board of directors comprising a majority of the board of directors of the combined company, and Clever Leaves’ senior management comprising the senior management of the combined company. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of Clever Leaves’ issuing stock for the net assets of SAMA, accompanied by a recapitalization. The net assets of SAMA are stated at historical cost, with no goodwill or other intangible assets recorded. While Holdco was the legal acquirer in the Business Combination, because Clever Leaves was deemed the accounting acquirer, the historical financial statements of Clever Leaves became the historical financial statements of the combined company upon the consummation of the Business Combination. As a result, the financial statements included in this registration statement reflect (i) the historical operating results of Clever Leaves prior to the Business Combination; (ii) the combined results of the Company and Clever Leaves following the closing of the Business Combination; (iii) the assets and liabilities of Clever Leaves’ at their historical cost; and (iv) the Company’s equity structure before and after the Business Combination. In accordance with applicable guidance, the equity structure has been restated in all comparative periods to reflect the number of shares of the Company’s common shares, issued to Clever Leaves’ shareholders in connection with the recapitalization transaction. As such, the shares and corresponding capital amounts and earnings per share related to Clever Leaves’ convertible preferred shares and Clever Leaves’ common shares prior to the Business Combination have been retroactively restated as shares reflecting the exchange ratio of 0.3288 | 1. CORPORATE INFORMATION Clever Leaves Holdings Inc., (the “Company”) is a multi -national -based -cannabinoid The mailing address of our principal executive office is 489 Fifth Avenue, 27 th Business Combination On December -owned Clever Leaves was deemed the accounting acquirer in the Business Combination based on an analysis of the criteria outlined in Accounting Standards Codification (“ASC”) 805. This determination was primarily based on Clever Leaves’ stockholders prior to the Business Combination having a majority of the voting interests in the combined company, Clever Leaves’ operations comprising the ongoing operations of the combined company, Clever Leaves’ board of directors comprising a majority of the board of directors of the combined company, and Clever Leaves’ senior management comprising the senior management of the combined company. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of Clever Leaves’ issuing stock for the net assets of SAMA, accompanied by a recapitalization. The net assets of SAMA are stated at historical cost, with no goodwill or other intangible assets recorded. While Holdco was the legal acquirer in the Business Combination, because Clever Leaves was deemed the accounting acquirer, the historical financial statements of Clever Leaves became the historical financial statements of the combined company upon the consummation of the Business Combination. As a result, the financial statements included in this report reflect (i) the historical operating results of Clever Leaves prior to the Business Combination; (ii) the combined results of the Company and Clever Leaves following the closing of the Business Combination; (iii) the assets and liabilities of Clever Leaves’ at their historical cost; and (iv) the Company’s equity structure before and after the Business Combination. In accordance with applicable guidance, the equity structure has been restated in all comparative periods to reflect the number of shares of the Company’s common shares, issued to Clever Leaves’ shareholders in connection with the recapitalization transaction. As such, the shares and corresponding capital amounts and earnings per share related to Clever Leaves’ convertible preferred shares and Clever Leaves’ common shares prior to the Business Combination have been retroactively restated as shares reflecting the exchange ratio of 0.3288 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
BASIS OF PRESENTATION | 2. BASIS OF PRESENTATION The accompanying interim condensed consolidated financial statements (“Financial Statements”) of the Company are unaudited. These Financial Statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial statements and with the instructions to Form 10Q and Article 10 of regulation S -X annual financial statements. These Financial Statements reflect all adjustments, which, in the opinion of management, are necessary for a fair presentation of the results for the interim periods presented. All adjustments were of a normal recurring nature. Interim period results are not necessarily indicative of results to be expected for the full year. These Financial Statements should be read in conjunction with the Company’s 2020 audited consolidated financial statements and related notes in our 2020 Form 10 -K Prior Period Reclassification- Certain prior period reclassifications were made to conform to the current period presentation. Going Concern These consolidated financial statements have been prepared in accordance with U.S. GAAP, which assumes that the Company will be able to meet its obligations and continue its operations for the next twelve months. As shown in the accompanying consolidated financial statements, the Company had an accumulated deficit as of June 30, 2021, as well as operating losses and negative cash flows from operations since inception and expects to continue to incur net losses for the foreseeable future until such time that it can generate significant revenues from the sale of its available inventories. The Company’s management believes that the Company’s current cash position, following the consummation of the Business Combination on closing date, and management’s plans to continue similar operations with increased marketing, which the Company believes will result in increased revenue and an improvement in net income, will satisfy the Company’s estimated liquidity needs during the twelve months from the issuance of the consolidated financial statements. Subsequent to June Impact of COVID-19 Pandemic The Company expects its operations to continue to be affected by the ongoing outbreak of the 2019 coronavirus disease (“COVID -19 -19 -essential -to-market Given the continued evolution of the COVID -19 -19 -production and encouraging employees to adhere to preventative measures recommended by the WHO. Our global operational sites have been reduced to business -critical -production -quarantines Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its consolidated subsidiaries. The following table provides a summary of the Company’s subsidiaries and respective ownership percentage at December Subsidiaries Jurisdiction of incorporation Ownership Clever Leaves US, Inc. Delaware, United States 100% NS US Holdings, Inc. Delaware, United States 100% Herbal Brands, Inc. Delaware, United States 100% 1255096 B.C. Ltd. (“Newco”) British Columbia, Canada 100% Northern Swan International, Inc. (“NSI”) British Columbia, Canada 100% Northern Swan Management, Inc. British Columbia, Canada 100% Northern Swan Deutschland Holdings, Inc. British Columbia, Canada 100% Northern Swan Portugal Holdings, Inc. British Columbia, Canada 100% Clever Leaves Portugal Unipessoal LDA Portugal 100% Clever Leaves II Portugal Cultivation SA Portugal 100% Northern Swan Europe, Inc. British Columbia, Canada 100% Nordschwan Holdings, Inc. British Columbia, Canada 100% Clever Leaves Germany GmbH Frankfurt, Germany 100% NS Herbal Brands International, Inc. British Columbia, Canada 100% Herbal Brands, Ltd. London, United Kingdom 100% Clever Leaves International, Inc. British Columbia, Canada 100% Eagle Canada Holdings, Inc. (“Eagle Canada”) British Columbia, Canada 100% Ecomedics S.A.S. (“Ecomedics”) Bogota, Colombia 100% Clever Leaves UK Limited London, United Kingdom 100% The financial statements of the subsidiaries are prepared for the same reporting period as the parent company. All intra -group -group | 2. BASIS OF PRESENTATION The accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission. Going Concern These consolidated financial statements have been prepared in accordance with U.S. GAAP, which assumes that the Company will be able to meet its obligations and continue its operations for the next twelve months. As shown in the accompanying consolidated financial statements, the Company had an accumulated deficit as of December The Company’s management believes that the Company’s current cash position, following the consummation of the Business Combination, and management’s plans to continue similar operations with increased marketing, which the Company believes will result in increased revenue and an improvement in net income, will satisfy the Company’s estimated liquidity needs during the twelve months from the issuance of the consolidated financial statements. At the time of issuance of these consolidated financial statements, the previously reported going concern has been alleviated based on the reasons above, and management does not have substantial doubt of the Company’s ability to continue as a going concern. Impact of COVID-19 Pandemic The Company expects its operations to continue to be affected by the recent and ongoing outbreak of the 2019 coronavirus disease (“COVID -19 -19 -essential Governments and central banks have responded with monetary and fiscal interventions to stabilize economic conditions and the Company has taken steps to obtain financial assistance made available from jurisdictional governments, however the Company expects its 2021 financial performance to continue to be impacted and result in a delay of certain of its go -to-market The duration and impact of the COVID -19 We continue to monitor closely the impact of COVID -19 -production -critical -production -quarantines As a result of the COVID -19 -cargo -19 Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its consolidated subsidiaries. The following table provides a summary of the Company’s subsidiaries and respective ownership percentage at December Subsidiaries Jurisdiction of incorporation Ownership Clever Leaves US, Inc. Delaware, United States 100% NS US Holdings, Inc. Delaware, United States 100% Herbal Brands, Inc. Delaware, United States 100% 1255096 B.C. Ltd. (“Newco”) British Columbia, Canada 100% Northern Swan International, Inc. (“NSI”) British Columbia, Canada 100% Northern Swan Management, Inc. British Columbia, Canada 100% Northern Swan Deutschland Holdings, Inc. British Columbia, Canada 100% Northern Swan Portugal Holdings, Inc. British Columbia, Canada 100% Clever Leaves Portugal Unipessoal LDA Portugal 100% Clever Leaves II Portugal Cultivation SA Portugal 100% Northern Swan Europe, Inc. British Columbia, Canada 100% Nordschwan Holdings, Inc. British Columbia, Canada 100% Clever Leaves Germany GmbH Frankfurt, Germany 100% NS Herbal Brands International, Inc. British Columbia, Canada 100% Herbal Brands, Ltd. London, United Kingdom 100% Clever Leaves International, Inc. British Columbia, Canada 100% Eagle Canada Holdings, Inc. (“Eagle Canada”) British Columbia, Canada 100% Ecomedics S.A.S. (“Ecomedics”) Bogota, Colombia 100% Clever Leaves UK Limited London, United Kingdom 100% The financial statements of the subsidiaries are prepared for the same reporting period as the parent company. All intra -group -group The following table provides a summary of the Clever Leaves’ subsidiaries and respective ownership percentage at December Subsidiaries Jurisdiction of incorporation Ownership NS US Holdings, Inc. Delaware, United States 100% Herbal Brands, Inc. Delaware, United States 100% Northern Swan International, Inc. British Columbia, Canada 100% Northern Swan Management, Inc. British Columbia, Canada 100% Northern Swan Deutschland Holdings, Inc. British Columbia, Canada 100% Northern Swan Portugal Holdings, Inc. British Columbia, Canada 100% Clever Leaves Portugal Unipessoal LDA Portugal 100% Clever Leaves II Portugal Cultivation SA Portugal 100% Northern Swan Europe, Inc. British Columbia, Canada 100% Nordschwan Holdings, Inc. British Columbia, Canada 100% Clever Leaves Germany GmbH (formerly Northern Swan Holdings GmbH) Frankfurt, Germany 100% NS Herbal Brands International, Inc. British Columbia, Canada 100% Herbal Brands, Ltd. London, United Kingdom 100% Eagle Canada Holdings, Inc. British Columbia, Canada 70% Ecomedics S.A.S. Bogota, Colombia 70% Clever Leaves UK Limited London, United Kingdom 70% |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
SIGNIFICANT ACCOUNTING POLICIES | 3. ACCOUNTING PRONOUNCEMENTS Recently Adopted Accounting Pronouncements In December 2019, the FASB issued ASU No. 2019 -12 Income Taxes (Topic 740) — Simplifying the Accounting for Income Taxe -12 -12 -12 In January 2020, the FASB issued ASU No. 2020 -01 Investments — Equity Securities (Topic 321), Investments — Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) -01 -01 In October 2020, the FASB issued this ASU No. 2020 -09 Debt — (Topic 470) -09 -09 Recently Issued Accounting Pronouncements Not Yet Adopted In May 2021, the FASB issued ASU No. 2021 -04 , Earnings Per Share (Topic 260), Debt — Modifications and Extinguishments (Subtopic 470 -50 ), Compensation — Stock Compensation (Topic 718), and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815 -40 ): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity -Classified Written Call Options -04 -based -04 -classified -04 -04 In February 2016, the FASB issued ASU 2016 -02 -10 -11 -02 -of-use -term -05 | 3. SIGNIFICANT ACCOUNTING POLICIES Use of Estimates The preparation of these consolidated financial statements in conformity with U.S. GAAP requires management to make judgments, estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes in the reported period. While the significant estimates made by management in the preparation of the consolidated financial statements are reasonable, prudent, and evaluated on an ongoing basis, actual results may differ materially from those estimates. The information below outlines several accounting policies applied by the Company in preparing its consolidated financial statements that involve complex situations and judgment in the development of significant estimates and assumptions. Consolidation The determination of whether or not to consolidate entities under U.S. GAAP requires significant judgment. Subsidiaries are consolidated from the date of acquisition, being the date on which the Company obtains control, and continue to be consolidated until the date when such control ceases. The Company treats transactions with non -controlling -controlling -controlling In regards to the Company’s interests in entities that do not meet the requirements for consolidation, refer to Investments Restatement of Previously Issued Financial Statements Following the Business Combination consummated on December The Company originally concluded that the warrants met the criteria to be classified as a component of equity. Subsequent to filing our Original Report on March -40 Derivatives and Hedging — Contracts in Entity’s Own Equity -in Fair Value Measurement -in-capital The table below sets forth the consolidated statement of financial position, including the balances originally reported as at December As at Reported Restated Warrant liabilities $ — $ 19,061 Current liabilities 10,164 29,225 Total liabilities 51,567 70,628 Additional paid-in capital 194,105 164,264 Accumulated deficit (79,794 ) (69,014 ) Total shareholders’ equity 114,311 95,250 The table below sets forth the consolidated statements of operations, including the amounts originally reported and the restated amounts for the year ended December Year Ended Reported Restated Revenue $ 12,117 $ 12,117 Loss from operations (28,528 ) (28,528 ) Gain on remeasurement of warrant liabilities — 10,780 Net loss (36,675 ) (25,895 ) Net loss attributable to common shareholder – basic and diluted (46,894 ) (36,114 ) Basic and diluted earnings per share (4.34 ) (3.34 ) The table below sets forth the consolidated statement of cash flows, including the amounts originally reported and the restated amounts for the year ended December Year Ended Reported Restated Net loss $ (36,675 ) $ (25,895 ) Gain on remeasurement of warrant liabilities — 10,780 Net cash used in operating activities (21,961 ) (21,961 ) The table below sets forth the consolidated statement of stockholders equity, including the amounts originally reported and the restated amounts for the year ended December Year Ended Reported Restated Business combination and PIPE financing $ 77,635 $ 47,794 Total shareholders’ equity 114,311 95,250 The Company determined the fair value of its private warrants using the Monte Carlo simulation model. The following assumptions were used to determine the fair value of the Private Warrants at December As at December 18, December 31, Risk-free interest rate 0.45 % 0.43 % Expected volatility 50 % 60 % Share price $ 13.00 $ 8.90 Exercise price $ 11.50 $ 11.50 Expiration date December 18, 2025 December 18, 2025 • -free • Correction of Statement of Cash Flows Classification Subsequent to the issuance of the Company’s financial statements for the year ended December Foreign Currencies The functional currency of the Company, and for each subsidiary, is the currency of the primary economic environment in which it operates. All figures presented in the consolidated financial statements are reflected in U.S. dollars, which is the functional currency of the Company and all of its subsidiaries. Once the Company determines the functional currency of a subsidiary, it is consistently used unless there are significant and clear indications that the functional currency has changed in economic facts and circumstances. Previously issued financial statements are not restated for any change in the functional currency. Any transactions not denominated in the Company’s functional currency are considered foreign currency transactions, and exchange differences arising from translation are recognized in profit or loss. Cash and Cash Equivalents Cash and cash equivalents are comprised of cash balances at financial institutions and highly liquid short -term Restricted Cash Restricted cash is comprised of cash on deposit for payments related to the Herbal Brands Inc. acquisition and cash on deposit for certain of the Company’s lease arrangements. Accounts Receivable Accounts receivable represent payments due to the Company for previously recognized net sales, reduced by an allowance for doubtful accounts for balances which are estimated to be uncollectible at period end. Concentrations of Credit Risk Three of the Company’s customers accounted for an aggregate of approximately 74% of the Company’s outstanding trade receivable at December Prepaid Expenses and Deposits Prepaid expenses, deposits, and advances primarily represent amounts previously paid to vendors for security deposits and supplies, leased premises, facility construction and expansion projects not yet delivered. Other Receivables Other receivables arise from transactions other than credit sales. Other receivables primarily relate to recoverable sales and other value added tax. Inventories Inventories consist of raw materials, work -in-progress Raw materials • • Work-in-progress • • Finished goods • • The Company writes down inventory for any obsolescence during the period or when the net realizable value of inventory is less than the carrying value. These adjustments are estimates, which could vary significantly, either favorably or unfavorably, from the amounts that the Company may ultimately realize upon the disposition of inventories if future economic conditions, customer inventory levels, product discontinuances, sales return levels or competitive conditions differ from the Company’s estimates and expectations. Any inventory write downs to net realizable value are not reversed for subsequent recoveries in value, except in cases of changes in exchange rates. Investments The Company determines the appropriate classification of its equity investments at the date of purchase and reevaluates the classification at the statement of financial position date. The Company measures equity instruments at fair value and recognizes any changes in fair value in its consolidated statement of operations. The Company measures equity investments without a readily determinable fair value that do not qualify for the net asset value practical expedient under Topic 820 at its cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. In regards to the Company’s interests in entities that do not meet the requirements for consolidation, the Company uses either the cost method of accounting whereby it records the investments at historical cost (as a policy choice in accordance with ASC 321 measurement alternative) or the equity method of accounting whereby it records its share of the underlying income or loss of these entities, as well as adjustments for basis differences. The evaluation of whether the Company exerts control or significant influence over the financial and operational policies of an entity requires judgment based on the facts and circumstances surrounding each individual entity. Fair Value of Financial Instruments The Company’s financial instruments are measured and reported at fair value, which is the price receivable upon sale of an asset or payable upon transfer of a liability in the principal or most advantageous market for the asset or liability, conducted in an orderly transaction between market participants at the measurement date. Carrying amounts of certain financial instruments, including cash and cash equivalents, accounts receivable, and accounts payable (trade and accrued liabilities) approximate their fair value, as the time between initiation and the eventual realization of their value is relatively short -term The fair value hierarchy is based on the lowest level input that is significant to the fair value measurement as a whole: • • • For assets and liabilities recognized at fair value on a recurring basis, the Company reassesses categorization to determine whether changes have occurred between the hierarchy levels at the end of each reporting period. Property, Plant and Equipment, Net Property, plant and equipment, net is recorded at cost, net of accumulated depreciation and any accumulated impairment losses, if applicable. Attributed costs include the original cost of the item, any direct materials and labor to bring the asset into working condition, borrowing costs, and costs of replacing parts if the recognition criteria are met. All other repair and maintenance costs are recognized in the consolidated statement of operations as incurred. Depreciation begins when the asset becomes available for use and is calculated on a straight -line Estimated Useful Life Land N/A – indefinite Buildings & warehouse 2 – 40 years Leasehold improvements Shorter of lease term or useful life Furniture and appliances 5 years Agricultural equipment 2 – 10 years Computer equipment & telecommunications networks 3 years Transport equipment 5 years Laboratory equipment 3 – 20 years The Company reviews the depreciation method, residual values, and useful lives of property, plant and equipment at least annually and adjusts prospectively, if appropriate. The carrying amount of an asset and any significant part is derecognized on disposal of the asset, or when no future economic benefits are expected from its continued use. Any gain or loss arising on derecognition of the asset (equal to the difference between the net disposal proceeds and the carrying amount) is included in the consolidated statement of operations in the period of derecognition. Long -lived -lived Borrowing costs, which consist of interest and other costs incurred by the Company in connection with the borrowing of funds, are capitalized as part of the cost of a qualifying asset if it is directly attributable to the acquisition, construction or production of the respective asset. All other borrowing costs are expensed in the period in which they are incurred. Intangible Assets Intangible assets include the licenses acquired as part of the acquisition of Herbal Brands and Clever Leaves through business combinations (Note 9.), as well as trade name, customer relationships, contracts and customer lists. Intangible assets acquired in a business combination are initially recognized as cost at their fair value based on the present value of expected future cash flows as at the date of acquisition. After initial measurement, intangible assets are carried at cost less accumulated amortization and any accumulated impairment losses. Costs of internally developed intangible assets are not capitalized, and related expenditures are recognized in profit or loss as incurred. Intangible assets are assessed to determine whether they have finite or indefinite useful lives, and the carrying values and remaining estimated useful lives are subject to impairment testing to determine if events or circumstances warrant a revision. Intangible Assets with Finite Useful Lives Intangible assets with finite lives are amortized over their respective useful economic lives and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The Company reviews the amortization period and the amortization method for an intangible asset with a finite useful life on an annual basis. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset is accounted for by changing the amortization period or method, as appropriate, and are treated as changes in accounting estimates to be applied prospectively. The amortization expense on intangible assets with finite lives is recognized in profit or loss. The finite lived intangible assets acquired in the Herbal Brands acquisition and the related estimated useful lives at time of acquisition were as follows: Remaining Useful (In Years) Finite-lived intangible assets: Customer contracts 8.7 Customer relationships 4 – 7 Customer list 5 Brand 10 Amortization of finite lived intangibles is calculated on a straight–line basis over the estimated useful lives of the assets. Intangible Assets with Indefinite Useful Lives Intangible assets with indefinite useful lives are not amortized but are subject to impairment testing at least annually. The assessment of indefinite life is reviewed on an annual basis to determine whether the indefinite life is still appropriate. If not, the change in useful life from indefinite to finite is made on a prospective basis as a change in accounting estimate. Intangible assets are not revalued subsequently. Intangible assets are subject to impairment testing at least annually and such test considers the estimated future cash flows expected to result from use of the intangible asset or asset group, and eventual disposal. An indefinite -life Business Combinations and Goodwill The Company accounts for an acquisition of a business using the acquisition method. When control of another entity is obtained, the Company measures the underlying transaction at fair value, and establishes the basis on which the assets, liabilities, and non -controlling To be considered a business combination, the acquired entity must meet the definition of a business under Topic 805, which states that a business must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create outputs as a result of revenue -generating The consideration transferred to the acquirer is measured at fair value at the date of acquisition, and includes assets transferred and liabilities assumed by the Company upon acquisition. The identifiable assets and liabilities that are exchanged as part of the business combination, and which meet the definition of assets and liabilities, are recognized separately from goodwill at the date of acquisition and measured on the acquisition date at their fair values. The non -controlling Goodwill is initially measured as a residual, recognized as an asset and represents the excess of the aggregate of consideration transferred in the business combination, the amount of any non -controlling After initial recognition, goodwill is not subject to amortization but rather is tested for impairment at least annually, or when an event or change in circumstance indicates that the carrying value of the asset may not be recoverable. See Note 10. for the Company’s goodwill information. Equity Method Investments Investments are assessed to determine whether they qualify as an investment in an entity that does not represent a controlling financial interest but provides the Company with significant influence in the investee. The Company determines whether the equity investment is an in -substance Investments where the Company has the ability to exercise significant influence in the investee qualify for equity method accounting and are presented separately on the consolidated statements of financial position. The equity method investment is recognized using a cost accumulation model, based on the cost of consideration transferred and related transaction costs. Leases The determination of whether an arrangement is, or contains, a lease is based on the substance of the arrangement at inception and considers whether the arrangement is to be fulfilled through the use of a specific asset or assets, or whether the arrangement conveys a right to use the asset. Leases are classified as either operating leases or capital leases at lease inception, and this classification depends on the transfer of risks and rewards of ownership, along with several other criteria such as the transfer of ownership to the lessee, purchase options, or percentage of economic life of leased asset. This lease classification is not revised unless there is a modification to the lease agreement. At commencement, capital leases are recorded with a leased asset and a corresponding liability at an amount equal to the lower of the fair value of the leased assets at lease inception and the present value of the minimum lease payments (using the lower of the lessee’s incremental borrowing rate or interest rate implicit in the lease, if known). Operating leases do not recognize a leased asset or liability in the statement of financial position. Rather, a lessee recognizes the operating expense in the consolidated statement of operations on a straight -line Revenue Recognition On January -09 Revenue from Contracts with Customers (Topic 606) -09 In accordance with the guidance, the Company’s policy is to recognize revenue at an amount that reflects the consideration that the Company expects that it will be entitled to receive in exchange for transferring goods or services to its customers. The Company’s policy is to record revenue when control of the goods transfers to the customer. The Company evaluates the transfer of control through evidence of the customer’s receipt and acceptance, transfer of title, the Company’s right to payment for those products and the customer’s ability to direct the use of those products upon receipt. Typically, the Company’s performance obligations are satisfied at a point in time, and revenue is recognized, either upon shipment or delivery of goods. In instances where control transfers upon customer acceptance, the Company estimates the time period it takes for the customer to take possession and the Company recognizes revenue based on such estimates. The transaction price is typically based on the amount billed to the customer and includes estimated variable consideration where applicable. In instances when the Company’s products are sold under consignment arrangements, the Company does not recognize revenue until control over such products has transferred to the end consumer. The Company’s net revenues are comprised of gross revenues from sales of products less expected product returns, trade discounts and customer allowances, which include costs associated with mark -downs The Company incurs costs associated with product distribution, such as freight and handling costs. The Company has elected to treat these costs as fulfillment activities and recognizes these costs at the same time that it recognizes the underlying product revenue. See Note 17. for disaggregated revenue data. The adoption of ASU No. 2014 -09 Share-Based Compensation The Company grants share -based -Scholes-Merton -free -free -point -point The fair value is recognized as compensation expense over the requisite service period for all awards that vest. For performance -based -line Reportable Segments Refer to Note 17. for more information on the Company’s operating segments. Income Taxes Current income tax assets and liabilities for the period are measured at the amount expected to be recovered from or paid to the taxation authorities and includes foreign income taxes from the Company’s operations that are consolidated, combined, for accounted for under the equity method. The tax rates and tax laws used to compute the amount are those that are enacted at the reporting date in the countries where the Company operates and generates taxable income. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate. The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and the tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Management makes an assessment of the likelihood that the resulting deferred tax assets will be realized. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. The Company recognizes uncertain income tax positions at the largest amount that is more likely than not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. Changes in recognition or measurement are reflected in the period in which judgment occurs. The Company recognizes any interest and penalties related to unrecognized tax benefits on the income tax expense line in the accompanying Consolidated Statements of Net Loss and Comprehensive Loss. Net Loss Per Share The Company applies the two -class -class -class Basic net loss per share attributable to Clever Leaves Holdings Inc. shareholders is computed by dividing net loss by the weighted -average Diluted net loss per share reflects the potential dilution that could occur if securities or other contracts to issue the Company’s common shares were exercised or converted into common shares or resulted in the issuance of common shares that then shared in the earnings of the Company unless inclusion of such shares would be anti -dilutive -dilutive Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes -Oxley -K Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging Recently Adopted Accounting Pronouncements In August 2018, the FASB issued ASU No. 2018 -15 Intangibles — Goodwill and Other — Internal -Use Software (Subtopic 350 -40 ) -15 -40 -15 -use -15 -40 -15 In October 2018, the FASB issued ASU No. 2018 -17 Consolidation (Topic 810) -17 -17 -17 -17 Recently Issued Accounting Pronouncements Not Yet Adopted In February 2016, the FASB issued ASU No. 2016 -02 Leases (Topic 842) -02 Leases -02 -of-use -term -line -loaded -02 -02 In December 2019, the FASB issued ASU No. 2019 -12 Income Taxes (Topic 740) — Simplifying the Accounting for Income Taxe -12 -12 -12 -12 In January 2020, the FASB issued ASU No. 2020 -01 Investments — Equity Securities (Topic 321), Investments — Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) -01 -01 -01 In August 2020, the FASB issued ASU No. 2020 -06 , Debt — (Topic 815) -06 -06 -06 In October 2020, the FASB issued ASU No. 2020 -08 Codification Improvement — (Topic 310) -08 -20-35-33 -08 -08 In October 2020, the FASB issued this ASU No. 2020 -09 Debt — (Topic 470) -09 conditions of the guarantees and how the legal obligations of the issuer and guarantor, as well as other factors, may affect payments to holders of the debt securities. The amendments in ASU No. 2020 -09 -09 In October 2020, the FASB issued ASU No. 2020 -10 Codification Improvement — (Topic Various ) -10 -10 -10 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | ||
FAIR VALUE MEASUREMENTS | 4. FAIR VALUE MEASUREMENTS The following table provides the fair value measurement hierarchy of the Company’s assets and liabilities, except for those assets and liabilities that are short term in nature and approximate the fair values, as of the periods presented: Level 1 Level 2 Level 3 Total As of June 30, 2021 Assets: Investment – Cansativa — — 1,528 1,528 Total Assets — — 1,528 1,528 Liabilities: Loans and borrowings — 6,559 — 6,559 Warrant liability — — 22,736 22,736 Convertible notes — 27,119 — 27,119 Total Liabilities $ — $ 33,678 $ 22,736 $ 56,414 As of December 31, 2020 Assets: Investment – Cansativa — — 1,553 1,553 Total Assets $ — $ — $ 1,553 $ 1,553 Liabilities: Loans and borrowings $ — $ 6,701 $ — $ 6,701 Warrant liability — — 19,061 $ 19,061 Convertible notes — 27,142 — $ 27,142 Total Liabilities $ — $ 33,843 $ 19,061 $ 52,904 During the six months ended June 30, 2021, there were no transfers between fair value measurement levels. The change in fair value of warrant liabilities related to private warrants during the six months ended June Private Placement Warrants Total Warrant Warrant liability at December 31, 2020 $ 19,061 Change in fair value of warrant liability $ 4,851 Warrant liabilities at March 31, 2021 $ 23,912 Change in fair value of warrant liabilities $ (1,176 ) Warrant liabilities at June 30, 2021 $ 22,736 The Company determined the fair value of its private warrants using the Monte Carlo simulation model. The following assumptions were used to determine the fair value of the Private Warrants at December 31,2020 and June 30,2021: As of June 30, 2021 December 31, 2020 Risk-free interest rate 0.76 % 0.43 % Expected volatility 60 % 60 % Share Price $ 10.15 $ 8.90 Exercise Price $ 11.50 $ 11.50 Expiration date December 18, 2025 December 18, 2025 • -free • | 4. FAIR VALUE MEASUREMENTS The following table provides the fair value measurement hierarchy of the Company’s assets and liabilities, except for those assets and liabilities that are short term in nature and approximate the fair values, as of the periods presented: Level 1 Level 2 Level 3 Total As of December 31, 2020 Assets: Investment – Lift & Co $ — $ — $ — $ — Investment – Cansativa — — 1,553 1,553 Total Assets — — 1,553 1,553 Liabilities: Loans and borrowings — 6,701 — 6,701 Warrant liability — — 19,061 19,061 Convertible notes — 27,142 — 27,142 Total Liabilities (Restated) $ — $ 33,843 $ 19,061 $ 52,904 As of December 31, 2019 Assets: Investment – Lift & Co $ 319 $ 57 $ — $ 376 Investment – Cansativa — — 1,701 1,701 Total Assets $ 319 $ 57 $ 1,701 $ 2,077 Liabilities: Loans and borrowings $ — $ 7,162 $ — $ 7,162 Convertible notes 26,566 $ 26,566 Total Liabilities $ — $ 33,728 $ — $ 33,728 (a) See Note 3. for information on the restatement adjustment as of December 31, 2020. In September 2020, Lift & Co. (“Lift”) filed for bankruptcy protection under Section 49 of the Bankruptcy and Insolvency Ac nil During the year ended December |
INVENTORY
INVENTORY | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | ||
INVENTORY | 5. INVENTORY Inventories are comprised of the following items as of the periods presented: June 30, 2021 December 31, 2020 Raw materials $ 1,035 $ 1,148 Work in progress – cultivated cannabis 67 1,482 Work in progress – harvested cannabis and extracts 3,230 274 Finished goods – cannabis extracts 8,556 7,003 Finished goods – other 260 283 Total $ 13,148 $ 10,190 | 5. INVENTORY Inventories are comprised of the following items as of the periods presented: December 31, 2020 December 31, 2019 Raw materials $ 1,148 $ 1,022 Work in progress – cultivated cannabis 1,482 1,205 Work in progress – harvested cannabis and extracts 274 90 Finished goods – cannabis extracts 7,003 2,081 Finished goods – other 283 1,018 Total $ 10,190 $ 5,416 During the year ended December nil -downs |
PREPAIDS, ADVANCES AND OTHER
PREPAIDS, ADVANCES AND OTHER | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
PREPAIDS, ADVANCES AND OTHER | 6. PREPAIDS, ADVANCES AND OTHER Prepaids and advances are comprised of the following items as of the periods presented: December 31, 2020 December 31, 2019 Prepaid expenses $ 1,404 $ 281 Deposits 109 169 Other advances 1,661 2,834 Total $ 3,174 $ 3,284 Prepayments and advances represent amounts previously paid to vendors for security deposits and supplies, leased premises, facility construction and expansion projects not yet delivered. |
INVESTMENTS
INVESTMENTS | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Equity Method Investments and Joint Ventures [Abstract] | ||
INVESTMENTS | 6. INVESTMENTS Cansativa On December -in -money first, an initial nominal payment of EUR 3.1, (i.e., EUR 1.00 per share) upon signing the investment agreement to demonstrate the Company’s intent to invest, and the remainder of EUR 996.819 was settled in January 2019 to officially close the investment deal after certain closing conditions have been met by the existing stockholders and Cansativa. The Company accounts for its investment in Cansativa using the equity accounting method, due to the Company’s significant influence, in accordance with ASC 323, Investments — Equity Method and Joint Ventures The Company recorded its investment in Cansativa at the cost basis of an aggregated amount of EUR 999.915, approximately $1,075, which is comprised of EUR 3.096 for the initial nominal amount of the Seed Financing Round and EUR 996.819 for the remaining Seed Financing Round (i.e., Capital Reserve Payment), with no transaction costs. Subsequent to the Seed Financing Round, the Company had an option, within 18 Investments — Equity Securities In accordance with the seed investment agreement, in September 2019, the Company made an additional investment of approximately EUR 650, or approximately $722, for 2,138 In December 2020, Cansativa allocated shares of its common stock to a newly -installed -stock -diluted -party For the three and six months ended June 30, 2021 the Company’s share of net losses from the investment were $14 and $25, respectively. For the three and six months ended June 30, 2020 the Company’s share of net losses from the investment were $5 and $16, respectively. | 7. INVESTMENTS Cansativa On December -in -money Investments — Equity Method and Joint Ventures -01 The Company recorded its investment in Cansativa at the cost basis of an aggregated amount of EUR 999.915, approximately $1,075, which is comprised of EUR 3.096 for the initial nominal amount of the Seed Financing Round and EUR 996.819 for the remaining Seed Financing Round (i.e., Capital Reserve Payment), with no transaction costs. Subsequent to the Seed Financing Round, the Company has an option, within 18 Investments — Equity Securities In accordance with the seed investment agreement, in September 2019, the Company made an additional investment of approximately EUR 650, or approximately $722, for 2,138 nil In December 2020, Cansativa allocated shares of its common stock to a newly -installed -stock -diluted -party For the year ended December Lift & Co. The Company has an equity investment comprised of common shares and warrants in Lift, a cannabis -focused The Company recorded the carrying amount of the equity method investment equal to the cost basis of approximately $923, the cost of the consideration transferred equal to approximately 14% share of the book value of Lift’s net assets of approximately $876, and approximately $800 of equity method goodwill. In September 2018, upon Lift’s initial public offering, the Company gave up its significant influence over Lift by forfeiting the board representation, and at such time the investment was no longer qualified to be accounted for under the equity method. As of December The Company has classified the investment as an equity instrument as of December -01 On January -imposed In September 2020, Lift filed for bankruptcy protection under Section 49 of the Bankruptcy and Insolvency Act nil |
BUSINESS COMBINATIONS
BUSINESS COMBINATIONS | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Business Combinations [Abstract] | ||
BUSINESS COMBINATIONS | 7. BUSINESS COMBINATIONS 2020 Business Combination On December Pursuant to the Business Combination Agreement, each of the following transactions occurred in the following order: (i) pursuant to a court -approved -voting -voting -owned -owned -owned -owned In connection with the closing of the Business Combination, the Company’s bylaws were amended and restated to, among other things, provide for an unlimited number of common shares without par value, an unlimited number of non -voting In connection with the Business Combination, SAMA obtained commitments (the “Subscription Agreements”) from certain investors (the “Subscribers”) to purchase $8,881 in shares of SAMA common stock for a purchase price of $9.50 per share, in the SAMA PIPE. As part of the SAMA PIPE, certain Subscribers who were holders of the 2022 Convertible Notes agreed to purchase shares of SAMA common stock in exchange for the transfer of the PIK Notes received in satisfaction of approximately $2,881 of accrued and outstanding interest under the 2022 Convertible Notes from January 1 to December -for-one The Business Combination is accounted for as a recapitalization in accordance with U.S. GAAP. Under this method of accounting, SAMA was treated as the “acquired” company for financial reporting purposes (see Note 1). Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of Clever Leaves issuing shares for the net assets of SAMA, accompanied by a recapitalization. The net assets of SAMA are stated at historical cost, with no goodwill or other intangible assets recorded. The following table reconciles the elements of the Business Combination to the consolidated statement of cash flows and the consolidated statement of shareholders’ equity for the year ended December Recapitalization Cash – SAMA trust and cash, net of redemptions $ 86,644 Cash – SAMA PIPE 6,000 Non-cash PIK (2,881 ) Cash assumed from SAMA 698 Cash consideration to certain Clever Leaves shareholders (3,057 ) Less: transaction costs and advisory fees (13,895 ) Net Business Combination $ 73,509 Non-cash PIK 2,881 Deferred issuance costs 1,503 Warranty liability (29,841 ) Net liabilities assumed from SAMA (258 ) Net contributions from Business Combination $ 47,794 See Note 11. for more information on all capital stock issuances. | 8. BUSINESS COMBINATIONS 2020 Business Combination On December Pursuant to the Business Combination Agreement, each of the following transactions occurred in the following order: (i) pursuant to a court -approved -voting -voting -owned -owned -owned -owned In connection with the closing of the Business Combination, the Company’s bylaws were amended and restated to, among other things, provide for an unlimited number of common shares without par value, an unlimited number of non -voting In connection with the Business Combination, SAMA obtained commitments (the “Subscription Agreements”) from certain investors (the “Subscribers”) to purchase $8,881 in shares of SAMA common stock for a purchase price of $9.50 per share, in the SAMA PIPE. As part of the SAMA PIPE, certain Subscribers who are holders of the 2022 Convertible Notes agreed to purchase shares of SAMA common stock in exchange for the transfer of the PIK Notes received in satisfaction of approximately $2,881 of accrued and outstanding interest under the 2022 Convertible Notes from January 1 to December -for-one The Business Combination is accounted for as a recapitalization in accordance with U.S. GAAP. Under this method of accounting, SAMA was treated as the “acquired” company for financial reporting purposes (see Note 1.). Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of Clever Leaves issuing shares for the net assets of SAMA, accompanied by a recapitalization. The net assets of SAMA are stated at historical cost, with no goodwill or other intangible assets recorded. The following table reconciles the elements of the Business Combination to the consolidated statement of cash flows and the consolidated statement of shareholders’ equity for the year ended December Recapitalization (Restated) (a) Cash – SAMA trust and cash, net of redemptions $ 86,644 Cash – SAMA PIPE 6,000 Non-cash PIK (2,881 ) Cash assumed from SAMA 698 Cash consideration to certain Clever Leaves shareholders (3,057 ) Less: transaction costs and advisory fees (13,895 ) Net Business Combination $ 73,509 Non-cash PIK 2,881 Deferred issuance costs 1,503 Warrant liability (29,841 ) Net liabilities assumed from SAMA (258 ) Net contributions from Business Combination $ 47,794 (a) Following the SEC statement in April 2021, the Company determined that the private warrants should be classified as a liability. Refer to Note 3. for more information and the impact on the Company’s financial statements. See Note 13. for more information on all capital stock issuances. 2019 Herbal Brands, Inc. Acquisition In order to expand in the U.S. market and gain manufacturing capabilities, on April and dietary supplements (the “Business”). Under this agreement, the Company agreed to purchase and assume from each Seller, substantially all the assets, and certain specified liabilities, of the Sellers’ Business for the purchase price of $13,429 in cash. The integrated set of inputs (acquired assets) and processes (workforce and intact processes) are capable of being conducted and managed as a business by the Company. And since the organized workforce obtained by the Company within the set have the required skills, knowledge, and experience to perform the process and convert acquired inputs into outputs, the set (acquired input and processes) is capable of being conducted and managed as a business to create outputs, the Company accounted for the transaction as a business combination. The Company partially financed the acquisition using the proceeds from a $8,500 non -revolving -year Amounts Current assets $ 293 Inventory 4,640 Capital assets 9 Intangible – Customer contract 925 Intangible – Customer relationships 1,000 Intangible – Customer list 650 Intangible – Brand name 4,500 Intangible – Product formulations 16 Goodwill 1,682 Total assets acquired 13,715 Current liabilities 286 Total liabilities acquired 286 Total consideration transferred $ 13,429 The fair values of the net assets acquired were based on management’s estimates of the respective fair values of net assets. Goodwill represents the excess of the consideration transferred over the fair value of the identifiable net assets acquired in the acquisition. Factors contributing to the recognition of goodwill include expanded product categories, channel diversification and a broader geographic footprint. The value of the acquiree’s workforce of approximately $550 was included in goodwill. In determining the fair values of net assets acquired in the acquisition and resulting goodwill, the Company considered, among other factors, historical financial performance and an estimate of the future performance of the acquired business, as well as the intended use of the acquired assets. The estimated fair value of inventory acquired in the acquisition was determined using a net realizable value approach, which calculates the estimated selling price of such inventory in the ordinary course of business, less the reasonable costs of completion, disposal and holding. None of the goodwill recognized was deductible for income tax purposes. The intangible assets acquired based on the estimate of the fair values of the identifiable intangible assets were as follows: Amounts recognized at Weighted-Average Remaining Useful Life at April 30, Finite-lived intangible assets: Customer contracts $ 925 8.7 Customer relationships 1,000 5.6 Customer list 650 5.0 Brand 4,500 10.0 Product formulations 16 5.0 Total finite-lived intangible $ 7,091 The Company reviewed the substance of the agreements, where applicable, and the projected cash flow expected from the intangible assets and based on this review it determined that straight -line -lived Unaudited Pro Forma Results The following table presents the Company’s pro forma consolidated net sales and loss from operations, before income taxes for the year ended December Unaudited Pro Forma Results Unaudited Net Sales $ 12,774 Loss from operations, before income taxes $ (43,432 ) The pro forma results, prepared in accordance with U.S. GAAP, include the following pro forma adjustments related to the Herbal Brands acquisition: (i) as a result of the increase in the fair value of acquired inventory at the Acquisition Date, the pro forma adjustments include an adjustment to reverse the $2.2 (ii) $0.9 -recurring (iii) a pro forma increase in interest expense of approximately $0.3 (iv) a pro forma increase in amortization of approx. $0.3 Eagle Canada Acquisition Changes in the ownership interest in a subsidiary while control was retained In January 2018, the Company entered into an agreement to invest in Ecomedics S.A.S., a start -up In January 2019, the Company made an additional capital injection of $3,000 into Eagle Canada. The Company invested an additional $5,000 on March -controlling -controlling On October -controlling -voting The Agreement concurrently granted both the non -controlling -controlling -controlling -controlling -controlling -controlling -controlling -controlling |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
INTANGIBLE ASSETS | 8. INTANGIBLE ASSETS The Company has acquired cannabis -related -lived -lived -lived The following tables present details of the Company’s total intangible assets as of June 30, 2021 and December 31, 2020. The value of product formulation intangible asset is included in the value of Brand: June 30, 2021 Gross Accumulated Amortization Net Weighted- Average Finite-lived intangible assets: Customer contracts $ 925 $ 925 $ — 0 Customer relationships 1,000 395 605 3.9 Customer list 650 282 368 2.8 Brand 4,516 991 3,525 7.8 Total finite-lived intangible assets $ 7,091 $ 2,593 $ 4,498 Indefinite-lived intangible assets: Licenses $ 19,000 N/A $ 19,000 Total indefinite-lived intangible assets $ 19,000 N/A $ 19,000 Total intangible assets $ 26,091 $ 2,593 $ 23,498 December 31, 2020 Gross Accumulated Amortization Net Weighted- Average Finite-lived intangible assets: Customer contracts $ 925 $ 525 $ 400 0.5 Customer relationships 1,000 304 696 4.4 Customer list 650 217 433 3.3 Brand 4,516 766 3,750 8.3 Total finite-lived intangible assets $ 7,091 $ 1,812 $ 5,279 Indefinite-lived intangible assets: Licenses $ 19,000 N/A $ 19,000 Total indefinite-lived intangible assets $ 19,000 N/A $ 19,000 Total intangible assets $ 26,091 $ 1,812 $ 24,279 2020 Interim Impairment Testing In conjunction with the impairment testing performed as of March -lived -lived -lived For each of the three and six months ended June -lived Annual Impairment Testing In accordance with ASC Topic 350, “Intangibles — Goodwill and Other,” the Company performs its annual impairment test as of December 31 of each year. Refer to Note 9. for more detail. Amortization Expense The following table reflects the estimated future amortization expense for each period presented for the Company’s finite -lived Estimated Amortization Expense 2021 382 2022 $ 795 2023 715 2024 542 2025 572 Thereafter 1,492 Total $ 4,498 | 9. INTANGIBLE ASSETS The Company has acquired cannabis -related -lived -lived The following tables present details of the Company’s total intangible assets as of December The value of product formulation intangible asset is included in the value of Brand: December 31, 2020 Gross Accumulated Net Weighted- Finite-lived intangible assets: Customer contracts $ 925 $ 525 $ 400 0.5 Customer relationships 1,000 304 696 4.4 Customer list 650 217 433 3.3 Brand 4,516 766 3,750 8.3 Total finite-lived intangible assets $ 7,091 $ 1,812 $ 5,279 Indefinite-lived intangible assets: Licenses $ 19,000 N/A $ 19,000 Total indefinite-lived intangible $ 19,000 N/A $ 19,000 Total intangible assets $ 26,091 $ 1,812 $ 24,279 December 31, 2019 Gross Accumulated Net Weighted-Average Finite-lived intangible assets: Customer contracts $ 925 $ 71 $ 854 8.0 Customer relationships 1,000 122 878 5.2 Customer list 650 87 563 4.3 Brand 4,516 302 4,214 9.3 Total finite-lived intangible assets $ 7,091 $ 581 $ 6,510 Indefinite-lived intangible assets: Licenses $ 19,000 N/A $ 19,000 Total indefinite-lived intangible $ 19,000 N/A $ 19,000 Total intangible assets $ 26,091 $ 581 $ 25,510 Interim impairment Testing In conjunction with the impairment testing performed as of March -lived -lived Indefinite -lived The Company did not recognize an impairment related to the carrying value of any of the Company’s finite or indefinite -lived Annual impairment Testing In conjunction with the annual impairment testing, see Note 10., the Company reviewed finite -lived -lived Indefinite -lived For each of 2020 and 2019, no impairment was recognized related to the carrying value of any of the Company’s finite or indefinite -lived GNC Holdings, Inc. Bankruptcy On June -lived Amortization Expense The following table reflects the estimated future amortization expense for each period presented for the Company’s finite -lived Estimated 2021 $ 1,164 2022 764 2023 702 2024 585 2025 542 Thereafter 1,522 Total $ 5,279 |
GOODWILL
GOODWILL | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
GOODWILL | 9. GOODWILL The following table presents goodwill by segment: Cannabinoid Non- Cannabinoid Total Balance at December 31, 2020 $ 18,508 $ — $ 18,508 Balance at June 30, 2021 $ 18,508 $ — $ 18,508 Cumulative goodwill impairment charges (a) $ — $ 1,682 $ 1,682 ____________ (a) Amount refers to cumulative goodwill impairment charges related to impairments recognized in 2020; no impairment charges were recognized during the three and six months ended June 30, 2021. In accordance with ASC Topic 350, “ Intangibles — Goodwill and Other For 2020, the Company performed a qualitative assessment to determine whether indicators of impairment existed. The Company considered, among other factors, the financial performance, industry conditions, as well as macroeconomic developments. Based upon such assessment, the Company determined that it was not more -likely-than-not First quarter of 2020 Interim impairment Testing As of March -19 -cannabinoid Following the results of such assessment, the Company recorded an impairment for the full carrying value of the operating segment’s goodwill carrying value. The Company calculated the fair value of the operating segment using discounted estimated future cash flows. The weighted -average -cash -cannabinoid -cash nil | 10. GOODWILL The following table presents the changes in goodwill by segment: Cost Cannabinoid Non- Cannabinoid Total Balance at December 31, 2018 $ 18,508 $ — $ 18,508 Additions — 1,682 1,682 Balance at December 31, 2019 $ 18,508 $ 1,682 $ 20,190 Impairment — (1,682 ) (1,682 ) Balance at December 31, 2020 $ 18,508 $ — $ 18,508 Interim impairment Testing The Company assesses whether there were events or changes in circumstances that would indicate that a reporting, or group of reporting units, were impaired. The Company considers external and internal factors, including overall financial performance and relevant entity specific factors, as part of this assessment. As of March -19 -cannabinoid Following the results of such assessment, the Company recorded an impairment for the full carrying value of the operating segment’s goodwill carrying value. The Company calculated the fair value of the operating segment using discounted estimated future cash flows. The weighted -average -cash -cannabinoid -cash nil Annual Impairment Testing For 2020, the Company performed a qualitative assessment to determine whether indicators of impairment existed. The Company considered, among other factors, the financial performance, industry conditions, as well as macroeconomic developments. Based upon such assessment, the Company determined that it was not more -likely-than-not |
PROPERTY, PLANT AND EQUIPMENT,
PROPERTY, PLANT AND EQUIPMENT, NET | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT, NET | 11. PROPERTY, PLANT AND EQUIPMENT, NET The Company has property, plant, and equipment related to land, buildings and warehouses, leasehold improvements, laboratory, and construction in progress. The additions, disposals, depreciation, and net book values are as follows: Cost Land Buildings & warehouse Laboratory equipment Agricultural equipment Computer equipment Furniture & appliances Construction- in-progress Other Total Balance at December 31, 2018 $ 1,439 $ 2,498 $ 1,573 $ 41 $ 324 $ 104 $ 624 $ 84 $ 6,688 Additions from business acquisitions — — — — — — — 9 9 Additions 3,259 2,815 1,763 1,863 875 588 6,826 687 18,675 Balance at December 31, 2019 $ 4,698 $ 5,313 $ 3,336 $ 1,904 $ 1,199 $ 692 $ 7,450 $ 780 $ 25,372 Additions, net 367 3,151 2,606 — 336 127 (3,162 ) 240 3,665 Balance at December 31, 2020 $ 5,065 $ 8,464 $ 5,942 $ 1,904 $ 1,535 $ 819 $ 4,288 $ 1,020 $ 29,037 Accumulated Depreciation Land Buildings & warehouse Laboratory equipment Agricultural equipment Computer equipment Furniture & appliances Construction- in-progress Other Total Balance at December 31, 2018 $ — $ 16 $ 10 $ 2 $ 52 $ 2 $ — $ 17 $ 99 Depreciation(b) — 111 301 170 180 100 — 37 898 Balance at December 31, 2019 $ — $ 127 $ 311 $ 172 $ 232 $ 102 $ — $ 54 $ 997 Depreciation(a) — 560 526 438 518 209 — 108 2,359 Balance at December 31, 2020 $ — $ 687 $ 837 $ 610 $ 750 $ 311 $ — $ 162 $ 3,356 Net Book Value Land Buildings & warehouse Laboratory equipment Agricultural equipment Computer equipment Furniture & appliances Construction- in-progress Other Total Balance at December 31, 2018 1,439 2,482 1,563 39 272 102 624 67 6,588 Balance at December 31, 2019 4,698 5,186 3,025 1,732 967 590 7,450 726 24,374 Balance at December 31, 2020 $ 5,065 $ 7,777 $ 5,105 $ 1,294 $ 785 $ 508 $ 4,288 $ 858 $ 25,680 ____________ (a) Includes approximately $1,050 and $685 of depreciation included in inventory and cost of goods sold, respectively. (b) Includes approximately $100 and $nil of depreciation included in inventory and cost of goods sold, respectively. Construction in progress primarily relate to on -going Certain amounts may not add due to rounding. |
DEBT
DEBT | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Debt Disclosure [Abstract] | ||
DEBT | 10. DEBT June 30, December 31, Series D Convertible Notes due March 2022 (a) $ 27,119 $ 27,142 Herbal Brands Loan due May 2023 and other borrowings 6,559 6,701 Total Debt $ 33,678 $ 33,843 Less: Current portion of long-term debt (27,119 ) — Ending balance $ 6,559 $ 33,843 ____________ (a) Net of debt issuance costs of $483 and $741 in 2021 and 2020, respectively. Series D Convertible Notes due March 2022 In March 2019 and in connection with the Company’s Series D fundraising, the Company issued secured convertible notes totaling $27,750, with maturity date of March A noteholder could convert the principal amount, in whole or in part, at a minimum of $1,000 into common shares at a conversion price of $11.00 per share. The Company could issue financing securities (common shares) upon the exercise of the conversion options within each convertible note, in part or in whole, at the option of the holder at any time or at the option of the issuer subsequent to a trigger event (i.e., a qualified IPO at greater than or equal to $13.54 per common share, or a non -qualified -day In its assessment to determine the accounting treatment for the Class C Preferred Shares and 2022 Convertible Notes, the Company reviewed the guidance in ASC 480 — Distinguishing Liabilities from Equity -like In March 2020, the Company amended certain terms of its 2022 Convertible Notes. As a result of this amendment the Company amended the 2022 Convertible Notes to provide for an increase in the rate of interest payable on the principal amount to 10% and to provide that such interest could be payable in -kind -end In connection with the Business Combination (Note 7.) and effective on the Closing Date, Clever Leaves and the holders of the 2022 Convertible Notes agreed to amend the terms of the 2022 Convertible Notes as follows: (i) decrease the interest rate to 8%, commencing January -day -Day -Day -Day (save and except for certain exempt issuances) at any time after Clever Leaves, the Company or any of their respective affiliates completes one or more equity financings raising, in aggregate, net proceeds of $25,000 (net of reasonable fees, including reasonable accounting, advisory and legal fees, commissions and other out -of-pocket In connection with the November 2020 Amendments, the Required Holders (as that term is defined in the amended and restated intercreditor and collateral agency agreement, dated as of May In accordance with the terms of the 2022 Convertible Notes and in connection with the November 2020 Amendments, Holdco, 1255096 B.C. Ltd. and SAMA (as the surviving corporation of the Merger) each entered into a guarantee agreement in favor of the collateral agent in respect of the 2022 Convertible Notes (the “Guarantees”) and became guarantors thereunder. Further, the terms of the amended and restated pledge agreement, dated as of May Subsequently, on July Herbal Brands Loan due May 2023 In April 2019 and in connection with the Herbal Brands acquisition, the Company entered into a loan agreement with Rock Cliff Capital under which the Company secured a non -revolving In connection with the Herbal Brands Loan, the Company issued equity -classified -in The Herbal Brands Loan and Rock Cliff Warrants were deemed freestanding financial instruments with the loan accounted for as debt, subsequently measured using amortized cost, and the Rock Cliff Warrants, representing a written call option, accounted for as an equity -classified as long as warrants continue to be classified as equity. Using a relative fair value method, at the time of issuance the Company recognized approximately $7,783 as loans and borrowings and approximately $717 in additional paid -in In August 2020, the Company amended certain terms of the Herbal Brands Loan to provide for additional interest of 4.00% per annum, compounding quarterly and payable in -kind -line Following the closing of the Business Combination and pursuant to the terms, the holder of the Rock Cliff Warrants can purchase 63,597 of the Company’s common shares at a strike price of $26.73 per share. For the six months ended June 30, 2021 and 2020, the Company recognized interest expense of approximately $390 and $310, respectively, and repaid approximately $1,107 and $429, respectively, of the Herbal Brands Loan in accordance with the terms of the loan agreement. For the three months ended June 30, 2021 and 2020, the Company recognized interest expense of approximately $188 and $154, respectively, and repaid approximately $1,107 and $414, respectively, of the Herbal Brands Loan in accordance with the terms of the loan agreement. Other Borrowings Portugal line of credit In January 2021, Clever Leaves Portugal Unipessoal LDA borrowed EUR 1.00 million (the “Portugal Line of Credit”), from a local lender (the “Portugal Lender”) under the terms of its credit line agreement. The Portugal Line of Credit pays interest quarterly at a rate of Euribor plus 3.0 percentage points. Principal will be repaid through quarterly installments of approximately EUR 62.5 beginning February | 12. DEBT December 31, 2020 December 31, 2019 Series D Convertible Notes due March 2022(a) $ 27,142 $ 26,566 Herbal Brands Loan due May 2023 and other borrowings 6,701 7,162 Ending balance $ 33,843 $ 33,728 ____________ (a) Net of debt issuance costs of $741 and $1,183 in 2020 and 2019. Series C Convertible Debentures In October 2018, the Company completed a private placement of Convertible Debentures as part of its Series C round of fundraising. This financing was a non -brokered -interest Each debenture was convertible upon the following events: • -money • The conversion price was at a 20% discount (or 30% subsequent to the penalty date starting on September The conversion feature was considered an embedded derivative (“Series C derivative”) within the Series C convertible debenture with the debt instrument being the host instrument. The fair value of the derivative feature was estimated at approximately $3,900, considering the conversion probability at 80%. The difference between the proceeds allocated to the hybrid debt instrument and the fair value of the embedded derivative instrument was assigned as the carrying value of the host debt instrument, which at the date of issuance was approximately $14,000. As of December The issuance of Series D’s Class C Preferred Shares and convertible notes met the definition of a qualified financing trigger event under the terms of the Series C non -interest -money As a result of this transaction, the Company recognized approximately $300 of interest expense on its Series C debt for the year ended December In addition, the Company remeasured to fair value immediately prior to extinguishment of the Series C derivative, which resulted in approximately $133 of loss on fair value measurement. Further, upon conversion the Company reclassified into equity the carrying amount of the derivative instrument of approximately $4,475. Series D Convertible Notes due March 2022 In March 2019 and in connection with the Company’s Series D fundraising, the Company issued secured convertible notes totaling $27,750, with maturity date of March A noteholder may convert the principal amount, in whole or in part, at a minimum of $1,000 into common shares at a conversion price of $11 per share. The Company may issue financing securities (common shares) upon the exercise of the conversion options within each convertible note, in part or in whole, at the option of the holder at any time or at the option of the issuer subsequent to a trigger event (i.e., a qualified IPO at greater than or equal to $13.54 per common share, or a non -qualified -day In its assessment to determine the accounting treatment for the Class C Preferred Shares and 2022 Convertible Notes, the Company reviewed the guidance in ASC 480 — Distinguishing Liabilities from Equity. Based on the analysis the Company deemed that the: 1) Class C Preferred Shares meet the criteria for a freestanding equity classified instrument that are initially measured at fair value sand subsequent changes to their fair are not recognized; and 2) 2022 Convertible Notes are debt -like In March 2020, the Company amended certain terms of its 2022 Convertible Notes. As a result of this amendment the Company amended the 2022 Convertible Notes to provide for an increase in the rate of interest payable on the principal amount to 10% and to provide that such interest may be payable in -kind -end In connection with the Business Combination (Note 8.) and effective on the Closing Date, Clever Leaves and the holders of the 2022 Convertible Notes agreed to amend the terms of the notes as follows: (i) decrease the interest rate to 8%, commencing January -day -Day -Day -Day -of-pocket then Clever Leaves shall be required to repay, in cash within five (5) business days following the closing of such Equity Financing, an amount equal to the noteholder’s pro rata share of 25% of the total net proceeds raised from such Equity Financing (collectively, the “November 2020 Amendments”). The amendments were accounted as debt modification. As of closing of the Business Combination, the conversion price was changed from $11 to $30.62 per share. In connection with the November 2020 Amendments, the Required Holders (as that term is defined in the amended and restated intercreditor and collateral agency agreement, dated as of May In accordance with the terms of the 2022 Convertible Notes and in connection with the November 2020 Amendments, Holdco, 1255096 B.C. Ltd. and SAMA (as the surviving corporation of the Merger) each entered into a guarantee agreement in favor of the collateral agent in respect of the 2022 Convertible Notes (the “Guarantees”) and become guarantors thereunder. Further, the terms of the amended and restated pledge agreement, dated as of May Herbal Brands Loan due May 2023 In April 2019 and in connection with the Herbal Brands acquisition (see Note 8.), the Company entered into a loan agreement with Rock Cliff Capital under which the Company secured a non -revolving In connection with the Herbal Brands Loan, the Company issued equity -classified -in The Herbal Brands Loan and Rock Cliff Warrants were deemed freestanding financial instruments with the loan accounted for as debt, subsequently measured using amortized cost, and the Rock Cliff Warrants, representing a written call option, accounted for as an equity -classified -in In August 2020, the Company amended certain terms of the Herbal Brands Loan to provide for additional interest of 4.00% per annum, compounding quarterly and payable in -kind approximately $400 of additional debt issuance costs related to the increase in the fair value of the warrants in its statement of financial position. Such costs will be amortized on a straight -line Following the closing of the Business Combination and pursuant to the terms, the holder of the Rock Cliff Warrants can purchase 63,597 of the Company’s common shares at a strike price of $26.73 per share. For the year ended December Series E Convertible Debentures In July 2020 and in connection with its Series E fundraising, the Company issued convertible debentures in an aggregate principal amount of $4,162 (the “Series E Convertible Debentures”). The Series E Convertible Debentures mature on June -annually At any time prior to the Maturity Date or a Debenture Liquidity Event, a holder of the Series E Convertible Debentures may elect to convert the principal amount of the Series E Convertible Debentures and accrued and unpaid interest thereon into common shares of Clever Leaves, at a price per share equal to $5.95. The Series E Convertible Debentures, including any accrued and unpaid interest, will be automatically converted into Clever Leaves common shares at a price per Clever Leaves common share equal to 70% of the price attributable to the Clever Leaves common shares upon occurrence of a Debenture Liquidity Event (“Redemption Feature”), subject to adjustment in the event of the subdivision or consolidation of the outstanding Clever Leaves common shares, the issue of Clever Leaves common shares or securities convertible into Clever Leaves common shares by stock dividend or distribution, or the issue or distribution of rights, options, or warrants to all or substantially all of the holders of Clever Leaves common shares in certain circumstances. For purposes of the Series E Convertible Debentures, a “Liquidity Event” means (1) the listing of Clever Leaves common shares on a recognized securities exchange or market, either by way of initial public offering or direct listing, (2) any transaction whereby all of the outstanding Clever Leaves common shares are sold, transferred, or exchanged for listed securities of a resulting issuer whose equity securities are listed on recognized securities exchange or market, (3) any merger, plan of arrangement, or any other similar business combination or transaction whereby the Company merges or combines with an entity whose securities are listed for trading on a recognized securities exchange or market and all of the outstanding Clever Leaves common shares are sold, transferred or exchanged for such listed securities, or (4) any event as a result of or following which any person or group beneficially owns over an aggregate of more than 50% of the then outstanding Clever Leaves common shares or the sale or other transfer of all or substantially all of the consolidated assets of the Company. The Company incurred approximately $181 in debt issuance costs related to the Series E Convertible Debentures. The embedded conversion feature was not deemed to be a derivative instrument and as a result no portion of the proceeds from the debt issuance were allocated to the conversion feature at issuance. The Redemption Feature within Series E Convertible Debentures was considered an embedded derivative with the debt instrument being the host instrument. Under ASC 815, redemption features such as the one in the June 2023 Convertible Debentures, which may accelerate the repayment of principal on debt would also not be considered clearly and closely related to the debt host because the debt involves a substantial premium (resulting from the 30% discount on future conversion price). ASC 815 requires embedded derivatives that do not meet requirements for hedge accounting to be recorded as a liability at fair value in accordance with ASC 820. The fair value of the derivative was estimated at approximately $1,705, considering the conversion probability at 90%. The difference between the proceeds allocated to the hybrid debt instrument and the fair value of the embedded derivative instrument was assigned as the carrying value of the host debt instrument, which at the date of issuance was approximately $2,457. The Business Combination qualified as a Debenture Liquidity Event and the $4,162 in Series E Convertible Debentures converted to Clever Leaves class A common shares at a conversion price of $2.303 per share, which were exchanged for Holdco common shares at the Exchange Rate. Upon redemption of the convertible debentures through conversion into and settlement in Clever Leaves class A common shares, the Company issues a total fair value of $5,950 in common shares. The Company accounted for the conversion of the Series E Convertible Debentures as a debt extinguishment and recognized a non -cash October 2020 Convertible Debenture Financing In October 2020, the Company completed the first tranche of a financing pursuant to which it issued $1,230 aggregate principal amount of convertible debentures due September -annually In November 2020 in connection with the Business Combination, certain subscribers in the SAMA PIPE signed subscription agreements with Clever Leaves to invest $1,500 in the aggregate in additional September 2023 Convertible Debentures (the “September 2023 Convertible Debenture Investment”). The two issuances were completed very close to one another and had identical terms. The embedded conversion feature was not deemed to be a derivative instrument and as a result no portion of the proceeds from the debt issuance were allocated to the conversion feature at issuance. The redemption feature within the September 2023 Convertible Debentures was considered an embedded derivative with the debt instrument being the host instrument. The fair value of the derivative feature was estimated at approximately $570, considering the conversion probability of approximately 43%. The difference between the proceeds allocated to the hybrid debt instrument and the fair value of the embedded derivative instrument was assigned as the carrying value of the host debt instrument, which at the date of issuance was approximately $2,160. The Business Combination qualified as a Debenture Liquidity Event and the $2,730 in September 2023 Convertible Debentures converted to Clever Leaves class A common shares at a conversion price of $2.303 per share, which were exchanged for Holdco common shares at the Exchange Rate. The Company accounted for the conversion of the September 2023 Convertible Debentures as a debt extinguishment and recognized a non -cash Neem Holdings Convertible Note and Neem Holdings Warrants On November -assessable In addition, the Company issued to Neem Holdings, as part of the Neem Holdings Convertible Note, a warrant (the “Neem Holdings Warrants”) to purchase the number of common shares (the “Warrant Shares”) that would entitle Neem Holdings to receive 300,000 common shares in the Arrangement for an aggregate purchase price of $3. The Neem Holdings Warrants are exercisable for all, but not less than all, of the Warrant Shares and expire at the earlier of (i) the date and time that the Business Combination Agreement is terminated in accordance with its terms; and (ii) the Arrangement Effective Time. The Neem Holdings Warrants were exercised prior to the Arrangement Effective Time. The two instruments were deemed freestanding as they were legally detachable and separately exercisable. The allocation of the proceeds to the two instruments was based on their respective fair values at issuance. At the time of issuance, the Company determined that the fair value of the debt instrument was $3,000 and as a result the initial carrying amounts of Neem Holdings Convertible Note and Neem Holdings Warrants were $3,000 and $nil, respectively. Upon consummation of the Business Combination, the Company repaid the Neem Holdings Convertible Note in full and Neem Holdings exercised the Neem Holdings Warrants. |
CAPITAL STOCK
CAPITAL STOCK | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Stockholders' Equity Note [Abstract] | ||
CAPITAL STOCK | 11. CAPITAL STOCK Common Shares As of June 30, 2021, the Company’s amended and restated articles provided for an unlimited number of voting common shares without par value and an unlimited number of non -voting Preferred Shares As of June 30, 2021, the Company’s amended and restated certificate of incorporation provided for an unlimited number of preferred shares without par value. As of June 30, 2021, the Company had no preferred shares issued and outstanding. Business Combination In connection with the Business Combination, the consolidated statement of shareholders’ equity has been retroactively restated to reflect the number of shares received in the Business Combination. The consolidated statement of shareholders’ equity as of December Series E Convertible Debentures to 984,567 of the Company’s common shares, (ii) the conversion of the redeemable non -controlling -for-one In addition, SAMA founders received 1,140,423 common shares in exchange for their SAMA common stock as earnout shares. Under the terms these shares would be released from escrow as follows: (i) shares constituting 50% of the common shares reserve will be released to the Sponsor if the closing price of the Company’s common shares on Nasdaq equals or exceeds $12.50 per share (as adjusted for shares splits, reverse splits, stock dividends, reorganizations, recapitalizations) for any 20 trading days within any consecutive 30 trading day period on or before the second anniversary of the Closing, and (ii) shares constituting the remaining 50% of the common shares reserve will be released to the Sponsor if the closing price of the Company’s common shares on Nasdaq equals or exceeds $15.00 per share (as adjusted for stock splits, reverse splits, stock dividends, reorganizations, recapitalizations) for any 20 trading days within any consecutive 30 trading day period on or before the fourth anniversary of the Closing. As of December Warrants As of June 30, 2021, excluding the Rock Cliff warrants, the Company had outstanding 12,877,361 of its public warrants classified as a component of equity and 4,900,000 of its private warrants recognized as liability. Each warrant entitles the holder to purchase one common share at an exercise price of $11.50 per share commencing 30 days after the closing of the Business Combination and will expire on December For the six months ended, June 30, 2021, the Company received total proceeds of $1,410 from the exercise of 122,639 of its public warrants by their holders. The private warrants are recorded as liabilities, with the offset to additional paid -in Fair Value Measurement Series D Convertible Notes due March 2022 In connection with the issuance of the 2022 Convertible Notes, Clever Leaves issued 9,509 warrants to acquire Clever Leaves common shares to one of the note holders. The warrants vest when the 2022 Convertible Note issued to the warrant holder is converted into shares and expire on March Herbal Brands Acquisition In April 2019, the Company issued the Rock Cliff Warrants to purchase 193,402 Clever Leaves Class C convertible preferred shares on a 1:1 basis, at a strike price of $8.79 per share. The fair value of the Rock Cliff Warrants was $717. The warrants can be exercised in part or in whole at any time prior to the expiration date of May In August 2020 and in connection with the Company’s modification to the Herbal Brands Loan, the Company extended the expiration date of the Rock Cliff Warrants to May | 13. CAPITAL STOCK Common Shares As of December -voting Preferred Shares As of December In April 2020 and in connection with the initial closing of the Series E fundraising, Clever Leaves issued 1,308,733 Class D convertible preferred shares (“Class D Preferred Shares”) (2,015,449 -converted -Exchange -converted -Exchange In April 2020, the investor exercised the Put Right in full and the Company paid the investor $6,250 in exchange for the Company’s purchase and cancellation of 711,035 Class C convertible preferred shares (233,788 Holdco common shares on an as -converted -Exchange In July 2020 and in connection with a subsequent closing of the Series E fundraising, the Company issued 363,636 Class D Preferred Shares (559,999 Holdco common shares on an as -converted -Exchange -converted -Exchange -converted -Exchange Class D Preferred Shares vote together with the Clever Leaves common shares, and are not considered a separate class for voting purposes, except as required by law or in cases of dissolution, liquidation, windup or bankruptcy proceedings which require the consent of a majority of the shareholders of Class D Preferred Shares. The Class D Preferred Shares carries a liquidation preference (the “Class D Liquidation Preference”) of 1.4 times the original issue price of $11.00 for the one -year -dilution -dilution The Business Combination qualified as an automatic conversion and the Class D Preferred Shares were converted into 3,571,591 Holdco common shares in accordance with the terms of the agreement. As a result of this conversion, the Company recognized approximately $10,219 of non -cash -in Business Combination In connection with the Business Combination, the consolidated statement of shareholders’ equity has been retroactively restated to reflect the number of shares received in the Business Combination. The consolidated statement of shareholders’ equity as of December -controlling -for-one of the Neem Holdings Warrants for 300,000 of the Company’s common shares, and (vi) the recapitalization of 1,168,421 In addition, SAMA founders received 1,140,423 common shares in exchange for their SAMA common stock as earnout shares. Under the terms these shares would be released from escrow as follows: (i) shares constituting 50% of the common shares reserve will be released to the Sponsor if the closing price of the Company’s common shares on Nasdaq equals or exceeds $12.50 per share (as adjusted for shares splits, reverse splits, stock dividends, reorganizations, recapitalizations) for any 20 trading days within any consecutive 30 trading day period on or before the second anniversary of the Closing, and (ii) shares constituting the remaining 50% of the common shares reserve will be released to the Sponsor if the closing price of the Company’s common shares on Nasdaq equals or exceeds $15.00 per share (as adjusted for stock splits, reverse splits, stock dividends, reorganizations, recapitalizations) for any 20 trading days within any consecutive 30 trading day period on or before the fourth anniversary of the Closing. As of December st Warrants As of December Following the SEC statement in April 2021, the Company determined that the private warrants should be classified as a liability. Refer to Note 3. for more information and the impact on the Company’s financial statements. As of Mar 26 th Herbal Brands Acquisition In April 2019, the Company issued the Rock Cliff Warrants to purchase 193,402 Clever Leaves Class C convertible preferred shares on a 1:1 basis, at a strike price of $8.79 per share. The fair value of the Rock Cliff Warrants was $717. The warrants can be exercised in part or in whole at any time prior to the expiration date of May In August 2020 and in connection with the Company’s modification to the Herbal Brands Loan, the Company extended the expiration date of the Rock Cliff Warrants to May Neem Holdings Warrants In November 2020, Clever Leaves issued to Neem Holdings Warrants to purchase the number of Clever Leaves common shares that would entitle Neem Holdings to receive 300,000 Holdco common shares. Warrants were exercisable for all, but not less than all, of the Warrant Shares and expire at the earlier of (i) the date and time that the Business Combination Agreement is terminated in accordance with its terms; and (ii) the Closing Date. Following the successful closing of the Business Combination Agreement, Neem Holdings exercised their right and as a result the Company issued 300,000 Holdco common shares for an aggregate purchase price of $3. Refer to Note 12. for more information on the Neem Holdings Convertible Note. |
GENERAL AND ADMINISTRATION
GENERAL AND ADMINISTRATION | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
General And Administration [Abstract] | ||
GENERAL AND ADMINISTRATION | 12. GENERAL AND ADMINISTRATION The components of general and administrative expenses were as follows: Six months ended Three Months Ended June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020 Salaries and benefits $ 6,986 $ 8,826 $ 3,660 $ 4,280 Office and administration 2,466 1,279 1,280 651 Professional fees 3,807 2,975 1,573 1,579 Share based compensation 4,873 713 3,323 297 Rent 657 770 397 305 Other 559 821 373 152 Total $ 19,348 $ 15,384 $ 10,606 $ 7,264 | 14. GENERAL AND ADMINISTRATION The components of general and administrative expenses were as follows: Year ended December 31, 2020 December 31, 2019 Salaries and benefits $ 13,354 $ 15,238 Office and administration 3,319 4,167 Professional fees 6,985 10,295 Share based compensation 1,652 1,522 Rent 1,700 1,692 Other 2,818 2,065 Total $ 29,828 $ 34,979 |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | ||
SHARE-BASED COMPENSATION | 13. SHARE-BASED COMPENSATION Stock Options The following table summarizes the Company’s stock option activity since December 31, 2020: Stock Weighted-Average Exercise Weighted-Average Remaining Contractual Term (Years) Aggregate Intrinsic Balance as at December 31, 2020 896,888 $ 5.22 3.96 $ 2,889 Granted 60,079 $ 13.92 9.70 — Exercised (40,942 ) $ 0.24 — $ 434 Forfeited (27,857 ) $ 12.11 — — Expired (85,399 ) $ 8.40 — — Balance as at June 30, 2021 802,769 $ 5.96 3.97 $ 3,361 Vested and expected to vest as at 791,488 $ 5.90 4.09 $ 3,364 Vested and exercisable as at 413,241 $ 6.23 3.77 $ 1,702 The aggregate intrinsic value of stock options is calculated as the difference between the exercise price of the stock options and the fair value of the Company’s common shares for all stock options that had exercise prices lower than the fair value of the Company’s common shares. The weighted -average -date -based Restricted Share Units Time-based Restricted Share Units The fair value for time -based The following table summarizes the changes in the Company’s time -based Restricted Weighted- Unvested as of December 31, 2020 78,634 $ 3.25 Granted 365,300 14.04 Vested (12,824 ) 8.66 Canceled/forfeited (6,219 ) 13.89 Unvested as of June 30, 2021 424,891 $ 12.28 Market-based Restricted Share Units During the six months ended June 30, 2021, the Company granted RSUs with both a market condition and a service condition (market -based -based -based -based The following table presents the weighted -average -based Six Months Ended Grant date share price $ 14.40 Risk-free interest rate 0.5 % Expected dividend yield 0.0 % Expected volatility 90 % Expected life (in years) 1.8–3.8 The following table summarizes the changes in the Company’s market -based Restricted Share Weighted-Average Grant Date Fair Unvested as of December 31, 2020 — $ — Granted 1,038,718 13.89 Canceled/forfeited (20,666 ) 4.02 Unvested as of June 30, 2021 1,018,052 $ 13.89 No market -based Please refer to Note 16 for RSUs granted subsequent to June 30, 2021. Share-Based Compensation Expense The following table summarizes the Company’s recognized share -based Six Months Ended Three Months Ended June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020 Share-based compensation award type Stock Options 721 713 365 297 RSUs 4,152 — 2,958 — Total Shared Based Compensation 4,873 713 3,323 297 The Company recognized share -based | 15. SHARE-BASED COMPENSATION Northern Swan Holdings, Inc. 2018 Omnibus Incentive Compensation Plan The Northern Swan Holdings, Inc. 2018 Omnibus Incentive Compensation Plan, as amended (the “2018 Plan”) provides for the Company to grant incentive stock options, nonqualified stock options, restricted share units (“RSUs”) and other stock -based -employee As of December -employee Clever Leaves Holdings Inc. 2020 Incentive Award Plan In connection with the Business Combination, the Company adopted the Clever Leaves Holdings Inc. 2020 Incentive Award Plan (the “2020 Plan”) which provides for the Company to grant incentive stock options, nonqualified stock options, restricted share units and other shares -based -employee As of December -employee nil Clever Leaves Holdings Inc. 2020 Earnout Award Plan In connection with the Business Combination, the Company adopted the Clever Leaves Holdings Inc. 2020 Earnout Award Plan (the “Earnout Plan”). The purpose of the Earnout Plan is to provide equity awards following the Closing Date to certain directors, employees and consultants that have contributed to the Business Combination. Under the Earnout Plan, (i) shares constituting 50% of the share reserve will be issued only if the closing price of the Company’s common shares on Nasdaq equals or exceeds $12.50 per share (as adjusted for shares splits, reverse splits, stock dividends, reorganizations, recapitalizations or any similar event) for any 20 trading days within any consecutive 30 trading day period on or before the second anniversary of the Closing, and (ii) shares constituting the remaining 50% of the share reserve will be issued only if the closing price of the Company’s common shares on Nasdaq equals or exceeds $15.00 per share (as adjusted for stock splits, reverse splits, stock dividends, reorganizations, recapitalizations or any similar event) for any 20 trading days within any consecutive 30 trading day period on or before the fourth anniversary of the Closing. Equity awards granted prior to these hurdles being met will vest only if the applicable hurdles are achieved; equity awards granted following the hurdles being achieved need not include the hurdles. In addition, the Company’s board of directors may choose to impose additional vesting conditions. As of December The 2018 Plan, 2020 Plan, and Earnout Plan are administered by the Company’s board of directors or, at the discretion of the Company’s board of directors, by a committee thereof. The exercise prices, vesting and other restrictions are determined at the discretion of the Company’s board of directors, or its committee if so delegated. The Company’s board of directors values the Company’s common shares, taking into consideration the most recently available valuation thereof performed by third parties, as well as additional factors which may have changed since the date of the most recent contemporaneous valuation through the date of grant. Stock Option Valuation The following table presents the weighted -average -Scholes-Merton Year Ended December 31, 2020 December 31, 2019 Expected term 0.14 – 5.00 2.79 – 5.00 Risk-free interest rate 0.22 – 0.41% 1.3 – 2.7 % Expected dividend yield 0.0% 0.0 % Expected volatility 85% – 90% 80 % Stock Options The following table summarizes the Company’s stock option activity since December Stock Weighted-Average Exercise Weighted-Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Balance as at December 31, 2019 1,195,544 $ 14.18 3.21 $ 3,194 Granted 121,291 $ 6.71 3.64 Exercised (88,706 ) $ 0.24 — $ 705 Forfeited (331,241 ) $ 11.86 — Balance as at December 31, 2020 896,888 $ 5.22 3.96 $ 2,889 Vested and expected to vest as at December 31, 2020 885,607 $ 5.60 3.97 $ 2,906 Vested and exercisable as at December 31, 2020 419,498 $ 6.80 3.78 $ 944 The aggregate intrinsic value of stock options is calculated as the difference between the exercise price of the stock options and the fair value of the Company’s common shares for all stock options that had exercise prices lower than the fair value of the Company’s common shares. The weighted -average -date Restricted Share Units The following table summarizes the Company’s restricted share unit activity since December Restricted Weighted-Average Grant Date Unvested as of December 31, 2019 — $ — Granted 83,715 3.25 Vested (2,989 ) 3.25 Canceled/forfeited (2,092 ) 3.25 Unvested as of December 31, 2020 78,634 $ 3.25 The total fair value of restricted share units vested during the year ended December nil Share-Based Compensation Expense During the year ended December -based -based -average During the year ended December -based nil consolidated statement of operations. The total compensation cost related to unvested restricted share unit awards not yet recognized as of December nil -average The Company recognized total share -based -based |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 16. RELATED PARTY TRANSACTIONS The Company entered into a guaranty (the “Guaranty”) in favor of Rock Cliff on May -of-pocket As part of the Herbal Brands acquisition financing, the Company also issued warrants to Rock Cliff, to purchase 193,402 Class C preferred shares of Clever Leaves on a 1:1 basis, at a strike price of $8.79 per share, with a relative fair value of approximately $717. The warrants can be exercised in part or in whole at any time prior to the expiration date of May Refer to Note 8., Note 12., and Note 13. for more information on the Herbal Brands acquisition and related financing. On November On October |
SEGMENT REPORTING
SEGMENT REPORTING | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Segment Reporting [Abstract] | ||
SEGMENT REPORTING | 14. SEGMENT REPORTING Operating segments include components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker (the Company’s Chief Executive Officer, “CEO”) in deciding how to allocate resources and in assessing the Company’s performance. Operating segments for the Company are organized by product type and managed by segment managers who are responsible for the operating and financial results of each segment. Due to the similarities in the manufacturing and distribution processes for the Company’s products, much of the information provided in these consolidated financial statements and the footnotes to the consolidated financial statements, is similar to, or the same as, that information reviewed on a regular basis by the Company’s CEO. The Company’s management evaluates segment profit/loss for each of the Company’s operating segments. The Company defines segment profit/loss as income from continuing operations before interest, taxes, depreciation, amortization, share -based -segment As of June 30, 2021, the Company’s operations were organized in the following two reportable segments: 1. The Cannabinoid operating segment: comprised of the Company’s cultivation, extraction, manufacturing and commercialization of cannabinoid products. This operating segment is in the early stages of commercializing cannabinoid products internationally pursuant to applicable international and domestic legislation, regulations, and other permits. The Company’s principal customers and sales for its products will initially be outside of the U.S. 2. Non -Cannabinoid The following table is a comparative summary of the Company’s net sales and segment profit by reportable segment for the periods presented: Six Months Ended Three Months Ended June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020 Segment Net Sales: Cannabinoid $ 1,256 $ 395 $ 579 $ 153 Non-Cannabinoid 5,893 4,458 3,093 1,786 Total Net Sales 7,149 4,853 3,672 1,939 Segment Profit (Loss): Cannabinoid (6,468 ) (9,855 ) (3,604 ) (4,454 ) Non-Cannabinoid 1,246 413 634 (67 ) Total Segment Loss $ (5,222 ) $ (9,442 ) $ (2,970 ) $ (4,521 ) Reconciliation: Total Segment Loss (5,222 ) (9,442 ) (2,970 ) (4,521 ) Unallocated corporate expenses (6,173 ) (3,945 ) (2,786 ) (2,141 ) Non-cash share based compensation (4,873 ) (713 ) (3,323 ) (297 ) Depreciation and amortization (1,103 ) (717 ) (524 ) (365 ) Goodwill impairment — (1,682 ) — — Loss from operations $ (17,371 ) $ (16,499 ) $ (9,603 ) $ (7,325 ) Loss on fair value of derivative instrument — — — (13 ) Loss(gain) on remeasurement of warrant liability 3,675 — (1,176 ) — Loss on investments — 228 — 67 Foreign exchange loss 839 359 80 311 Interest expense 1,898 1,789 920 953 Miscellaneous, net (1,087 ) 48 (485 ) 105 Loss before loss from equity investment $ (22,696 ) $ (18,923 ) $ (8,942 ) $ (8,748 ) During 2021 and 2020, the Company’s net sales for the non -cannabinoid June 30, 2021 December 31, 2020 Long-lived assets Cannabinoid $ 28,528 $ 25,485 Non-Cannabinoid 151 176 Other (a) 25 19 $ 28,704 $ 25,680 ____________ (a) “Other” includes long -lived Long -lived -current -lived The following table disaggregates the Company’s revenues by channel for the periods presented: Six Months Ended Three Months Ended June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020 Mass retail $ 3,609 $ 2,033 $ 1,721 $ 1,012 Specialty, health and other retail 575 910 350 598 Distributors 2,680 1,575 1,448 236 E-commerce 285 335 153 93 $ 7,149 $ 4,853 $ 3,672 $ 1,939 | 17. SEGMENT REPORTING Operating segments include components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker (the Company’s Chief Executive Officer, “CEO”) in deciding how to allocate resources and in assessing the Company’s performance. Operating segments for the Company are organized by product type and managed by segment managers who are responsible for the operating and financial results of each segment. Due to the similarities in the manufacturing and distribution processes for the Company’s products, much of the information provided in these consolidated financial statements and the footnotes to the consolidated financial statements, is similar to, or the same as, that information reviewed on a regular basis by the Company’s CEO. The Company’s management evaluates segment profit/loss for each of the Company’s operating segments. The Company defines segment profit/loss as income from continuing operations before interest, taxes, depreciation, amortization, share -based -segment As of December 1. The Cannabinoid operating segment: comprised of the Company’s cultivation, extraction, manufacturing and commercialization of cannabinoid products. This operating segment is in the early stages of commercializing cannabinoid products internationally pursuant to applicable international and domestic legislation, regulations, and other permits. The Company’s principal customers and sales for its products will initially be outside of the U.S. 2. Non -Cannabinoid The following table is a comparative summary of the Company’s net sales and segment profit for by reportable segment for the periods presented: Year ended December 31, 2020 (Restated) (a) December 31, 2019 Segment Net Sales: Cannabinoid $ 2,511 $ 133 Non-Cannabinoid 9,606 7,701 Total Net Sales 12,117 7,834 Segment Profit (Loss): Cannabinoid (18,798 ) (25,250 ) Non-Cannabinoid 1,863 614 Total Loss $ (16,935 ) $ (24,636 ) Reconciliation: Total Segment Loss (16,935 ) (24,636 ) Unallocated corporate expenses (6,405 ) (5,887 ) Non-cash share based compensation (1,652 ) (1,522 ) Depreciation and amortization (1,854 ) (1,480 ) Herbal Brands acquisition related charges — (3,015 ) Goodwill impairment (1,682 ) — Loss from operations $ (28,528 ) $ (36,540 ) Loss on debt extinguishment 2,360 3,374 Gain on remeasurement of warrant liability (10,780 ) — Loss on fair value of derivative instrument 657 421 Loss on investments 464 756 Foreign exchange loss 491 1,575 Interest expense 4,455 2,684 Miscellaneous, net (284 ) 534 Loss from operations before income taxes $ (25,891 ) $ (45,884 ) During 2020, revenues from GNC and its affiliates accounted for approximately 10.1% of the Company’s net sales; the net sales attributable to the GNC are reflected in the non -cannabinoid -cannabinoid -cannabinoid December 31, 2020 December 31, 2019 Long-lived assets Cannabinoid $ 25,485 $ 24,209 Non-Cannabinoid 176 207 Other(a) 19 16 $ 25,680 $ 24,432 ____________ (a) “Other” includes long -lived Long -lived -current -lived The following table disaggregates the Company’s revenues by channel for the for the periods presented: Year ended December 31, 2020 December 31, 2019 Mass retail $ 6,879 $ 3,318 Specialty, health and other retail 689 1,235 Distributors 4,036 2,397 E-commerce 513 885 $ 12,117 $ 7,834 |
INCOME TAX
INCOME TAX | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
INCOME TAX | 18. INCOME TAX Income tax recognized in the statement of operations: 2020 2019 Current tax Current tax expense in respect of the current year $ — $ — Deferred tax Deferred tax expense (recovery) in the current year — — Total income tax expense recognized in the current year $ — $ — The reconciliation of income tax expense attributable to loss before income taxes differs from the amounts computed by applying the combined federal and provincial combined tax rate of 27% (2019 – 27%) of pre -tax 2020 (Restated) (d) 2019 Loss before income taxes $ (25,895 )(a) $ (45,980 )(b) Expected federal income tax recovery calculated at 27%(c) (6,992 ) (12,415 ) Effect of income/expenses, net, that are not (taxable)/deductible (permanent differences) in determining taxable profit (1,454 ) 2,019 Tax rates differences applicable to foreign subsidiaries (143 ) (632 ) Adjustments related to prior years 958 — Change valuation allowance 8,009 10,150 Foreign exchange (378 ) 878 Income tax expense $ — $ — ____________ (a) Loss before income taxes of $25,891 plus loss from equity investment of $4. (b) Loss before income taxes of $45,884 plus loss from equity investment of $96. (c) Due to the substantial alignment of the taxable income base between Canada and its provinces, the combined federal and provincial rate has been used as the reconciliation rate. (d) Following the SEC statement in April 2021, the Company determined that the private warrants should be classified as a liability. Refer to Note 3. for more information and the impact on the Company’s financial statements. The following net deferred tax assets are not recognized in the consolidated financial statements due to the unpredictability of future income as of the periods presented: 2020 2019 Deferred tax asset (liability) Non-capital losses carry forward $ 18,436 $ 11,909 Capital losses carryforward 98 — Other 1,697 1,567 Property, plant and equipment 279 — Intangibles 441 — Deferred tax assets $ 20,951 $ 13,476 Valuation allowance (20,525 ) (12,515 ) Intangible assets (5,700 ) (5,713 ) Other (426 ) (948 ) Net deferred tax liability $ (5,700 ) $ (5,700 ) As at December Canada United Colombia United Portugal Germany 2030 $ — $ — $ 3,176 $ — $ — $ — 2031 14,635 2,150 2032 7,048 5,157 2037 75 641 — 2038 323 — — 2039 3,914 2040 11,519 Indefinite — 11,963 — 1,761 7,824 Total $ 15,831 $ 12,604 $ 24,859 $ 1,761 $ 7,307 $ 7,824 Should all of the deferred tax assets be recognized as an asset in the future, approximately $390 of the benefit would be credited to share capital. Due to the losses sustained by the Company in the current and prior periods, no amount of deferred tax related to investments in subsidiaries has been recognized. Uncertain Tax Benefits The Company has recorded no provisions for, or reserved amounts related to unrecognized deferred tax assets in respect of, uncertain tax benefits (2019 — $0) and there are no foreseeable changes for the twelve months following December |
NET LOSS PER SHARE
NET LOSS PER SHARE | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Earnings Per Share [Abstract] | ||
NET LOSS PER SHARE | 15. NET LOSS PER SHARE Basic net loss per share is calculated by dividing net loss by the weighted -average -average -stock The following table sets forth the computation of basic and diluted net loss and the weighted average number of shares used in computing basic and diluted net loss per share: Six Months Ended Three Months Ended June 30, June 30, June 30, June 30, Numerator: Net loss $ (22,721 ) $ (18,939 ) $ (8,956 ) $ (8,753 ) Adjustments to reconcile to net loss available to common stockholders: Net loss attributable to — (1,648 ) — (744 ) Net loss attributable to Clever Leaves Holdings Inc. common shareholders – basic and diluted $ (22,721 ) $ (17,291 ) $ (8,956 ) $ (8,009 ) Denominator: Weighted-average common shares outstanding – basic and diluted 25,311,077 9,052,317 25,588,987 9,800,604 Net loss per share attributable to Clever Leaves Holdings Inc. common shareholders – basic and diluted $ (0.90 ) $ (1.91 ) $ (0.35 ) $ (0.82 ) The Company’s potentially dilutive securities, which include common stock warrants, stock options, and unvested restricted stock have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share. Therefore, the weighted -average The Company excluded the following potential common shares, presented based on amounts outstanding at June 30, 2021 and 2020, from the computation of diluted net loss per share attributable to common shareholders because including them would have had an anti -dilutive June 30, June 30, Common stock warrants 17,850,460 — SAMA earnout shares 570,211 — Stock options 802,769 1,083,498 Unvested restricted share units 1,442,943 — Total 20,666,383 1,083,498 | 19. NET LOSS PER SHARE Basic net loss per share is calculated by dividing net loss by the weighted -average -average -stock The following table sets forth the computation of basic and diluted net loss and the weighted average number of shares used in computing basic and diluted net loss per share: Year Ended December 31, 2020 (Restated) (a) December 31, 2019 Numerator: Net loss $ (25,895 ) $ (45,980 ) Adjustments to reconcile to net loss available to common stockholders: Accretion of Class D preferred shares to liquidation preference on automatic conversion 10,219 — Net loss attributable to non-controlling interests — (6,450 ) Net loss attributable to Clever Leaves Holdings Inc. common shareholders – basic and diluted $ (36,114 ) $ (39,530 ) Denominator: Weighted-average common shares outstanding – basic and diluted 10,815,580 7,814,796 Net loss per share attributable to Clever Leaves Holdings Inc. common shareholders – basic and diluted $ (3.34 ) $ (5.06 ) (a) See Note 3. for information on the restatement adjustment as of December 31, 2020. The Company’s potentially dilutive securities, which include common stock warrants, stock options, and unvested restricted stock have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share. Therefore, the weighted -average The Company excluded the following potential common shares, presented based on amounts outstanding at December -dilutive December 31, 2020 December 31, 2019 Common stock warrants 17,963,591 63,597 SAMA earnout shares 1,140,423 — Stock options 896,888 1,195,544 Unvested restricted share units 78,634 — Total 20,079,536 1,259,141 |
CONTINGENCIES AND COMMITMENTS
CONTINGENCIES AND COMMITMENTS | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
CONTINGENCIES AND COMMITMENTS | 20. CONTINGENCIES AND COMMITMENTS Lease Commitments The Company and its subsidiaries lease its office facilities and cannabis related facilities in Canada, the United States and Colombia under non -cancellable Undiscounted future minimum annual lease payments for the next five years and thereafter are as follows: Lease Commitments 2021 $ 2,319 2022 1,771 2023 1,225 2024 590 2025 189 Thereafter 70 Total $ 6,164 Purchase Commitments The Company does not have any commitments to purchase raw materials at specific prices under any supplier contracts. Additionally the Company is committed to pay approximately $2,800 on account of insurance coverage. See Note 12. for information on the Company’s debt obligations. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 16. SUBSEQUENT EVENTS 2024 Notes Purchase Agreement On July The principal and accrued interest owing under the Convertible Note may be converted at any time by the holder into the Company’s common shares, without par value (the “common share”), at a per share price of $13.50. Up to $12,500 in aggregate principal under the Convertible Note may be so converted within one year of issuance, subject to certain additional limitations. Subject to certain limitations set forth in the Convertible Note, each of the Company and the noteholder may redeem all or a portion of the outstanding principal and accrued interest owing under the Convertible Note into common shares, at a per share price equal to the greater of (x) an 8% discount to the closing price per share on the applicable redemption date or (y) $6.44 (the “Optional Redemption Rate”). Up to $12,500,000 in aggregate principal under the Convertible Note may be so redeemed within one year of issuance, subject to certain additional limitations. If the closing price per share of the Company’s common shares on the Nasdaq Capital Market is below $7.00 for 15 consecutive trading days, neither party will be permitted to redeem any portion of the Convertible Note until the closing price per common share has been above $7.00 for 15 consecutive trading days, and the holder of the Convertible Note may elect to receive cash repayment of principal and accrued interest on the Convertible Note, in an amount not to exceed $3,500,000 in any 30 consecutive calendar day period, which amount shall be reduced to $2,000,000 when the principal on the Convertible Note is less than $12,500,000. The holder of the Convertible Note will not be entitled to convert any portion of the Convertible Note if, after such conversion, such holder would have beneficial ownership of, and direct or indirect control or direction over, more than 9.99% of the Company’s outstanding common shares. The Convertible Note is subject to certain events of default. The occurrence of these events of default would give rise to a five percent (5%) increase in the interest rate to a total of ten percent (10%) per annum for as long as the event of default continues, and give the holder of the Convertible Note the right to redeem the outstanding principal and accrued interest on the Convertible Note at the Optional Redemption Rate. Certain events of default (including the failure of a registration statement to be declared by the SEC effective within 90 days of issuance in accordance with the Registration Rights Agreement described below) also require the Company to repay all outstanding principal and accrued interest on the Convertible Note. In addition, in certain circumstances, if the Company fails to timely deliver common shares as required upon conversion or redemption of the Convertible Note, then the Company will be required to pay, on each day that such failure to deliver common shares continues, an amount in cash equal to 0.75% of the product of (x) the number of common shares the Company failed to deliver multiplied by (y) any closing trading price of the common shares on any day during the period when such shares were required to be delivered. The obligations of the Company under the Note Purchase Agreement are guaranteed by certain of the Company’s subsidiaries. Repayment of 2022 Convertible Notes On July Grant of RSUs On July |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Use of Estimates | Use of Estimates The preparation of these consolidated financial statements in conformity with U.S. GAAP requires management to make judgments, estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes in the reported period. While the significant estimates made by management in the preparation of the consolidated financial statements are reasonable, prudent, and evaluated on an ongoing basis, actual results may differ materially from those estimates. The information below outlines several accounting policies applied by the Company in preparing its consolidated financial statements that involve complex situations and judgment in the development of significant estimates and assumptions. | |
Consolidation | Consolidation The determination of whether or not to consolidate entities under U.S. GAAP requires significant judgment. Subsidiaries are consolidated from the date of acquisition, being the date on which the Company obtains control, and continue to be consolidated until the date when such control ceases. The Company treats transactions with non -controlling -controlling -controlling In regards to the Company’s interests in entities that do not meet the requirements for consolidation, refer to Investments | |
Restatement of Previously Issued Financial Statements | Restatement of Previously Issued Financial Statements Following the Business Combination consummated on December The Company originally concluded that the warrants met the criteria to be classified as a component of equity. Subsequent to filing our Original Report on March -40 Derivatives and Hedging — Contracts in Entity’s Own Equity -in Fair Value Measurement -in-capital The table below sets forth the consolidated statement of financial position, including the balances originally reported as at December As at Reported Restated Warrant liabilities $ — $ 19,061 Current liabilities 10,164 29,225 Total liabilities 51,567 70,628 Additional paid-in capital 194,105 164,264 Accumulated deficit (79,794 ) (69,014 ) Total shareholders’ equity 114,311 95,250 The table below sets forth the consolidated statements of operations, including the amounts originally reported and the restated amounts for the year ended December Year Ended Reported Restated Revenue $ 12,117 $ 12,117 Loss from operations (28,528 ) (28,528 ) Gain on remeasurement of warrant liabilities — 10,780 Net loss (36,675 ) (25,895 ) Net loss attributable to common shareholder – basic and diluted (46,894 ) (36,114 ) Basic and diluted earnings per share (4.34 ) (3.34 ) The table below sets forth the consolidated statement of cash flows, including the amounts originally reported and the restated amounts for the year ended December Year Ended Reported Restated Net loss $ (36,675 ) $ (25,895 ) Gain on remeasurement of warrant liabilities — 10,780 Net cash used in operating activities (21,961 ) (21,961 ) The table below sets forth the consolidated statement of stockholders equity, including the amounts originally reported and the restated amounts for the year ended December Year Ended Reported Restated Business combination and PIPE financing $ 77,635 $ 47,794 Total shareholders’ equity 114,311 95,250 The Company determined the fair value of its private warrants using the Monte Carlo simulation model. The following assumptions were used to determine the fair value of the Private Warrants at December As at December 18, December 31, Risk-free interest rate 0.45 % 0.43 % Expected volatility 50 % 60 % Share price $ 13.00 $ 8.90 Exercise price $ 11.50 $ 11.50 Expiration date December 18, 2025 December 18, 2025 • -free • | |
Correction of Statement of Cash Flows Classification | Correction of Statement of Cash Flows Classification Subsequent to the issuance of the Company’s financial statements for the year ended December | |
Foreign Currencies | Foreign Currencies The functional currency of the Company, and for each subsidiary, is the currency of the primary economic environment in which it operates. All figures presented in the consolidated financial statements are reflected in U.S. dollars, which is the functional currency of the Company and all of its subsidiaries. Once the Company determines the functional currency of a subsidiary, it is consistently used unless there are significant and clear indications that the functional currency has changed in economic facts and circumstances. Previously issued financial statements are not restated for any change in the functional currency. Any transactions not denominated in the Company’s functional currency are considered foreign currency transactions, and exchange differences arising from translation are recognized in profit or loss. | |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents are comprised of cash balances at financial institutions and highly liquid short -term | |
Restricted Cash | Restricted Cash Restricted cash is comprised of cash on deposit for payments related to the Herbal Brands Inc. acquisition and cash on deposit for certain of the Company’s lease arrangements. | |
Accounts Receivable | Accounts Receivable Accounts receivable represent payments due to the Company for previously recognized net sales, reduced by an allowance for doubtful accounts for balances which are estimated to be uncollectible at period end. | |
Concentrations of Credit Risk | Concentrations of Credit Risk Three of the Company’s customers accounted for an aggregate of approximately 74% of the Company’s outstanding trade receivable at December | |
Prepaid Expenses and Deposits | Prepaid Expenses and Deposits Prepaid expenses, deposits, and advances primarily represent amounts previously paid to vendors for security deposits and supplies, leased premises, facility construction and expansion projects not yet delivered. | |
Other Receivables | Other Receivables Other receivables arise from transactions other than credit sales. Other receivables primarily relate to recoverable sales and other value added tax. | |
Inventories | Inventories Inventories consist of raw materials, work -in-progress Raw materials • • Work-in-progress • • Finished goods • • The Company writes down inventory for any obsolescence during the period or when the net realizable value of inventory is less than the carrying value. These adjustments are estimates, which could vary significantly, either favorably or unfavorably, from the amounts that the Company may ultimately realize upon the disposition of inventories if future economic conditions, customer inventory levels, product discontinuances, sales return levels or competitive conditions differ from the Company’s estimates and expectations. Any inventory write downs to net realizable value are not reversed for subsequent recoveries in value, except in cases of changes in exchange rates. | |
Investments | Investments The Company determines the appropriate classification of its equity investments at the date of purchase and reevaluates the classification at the statement of financial position date. The Company measures equity instruments at fair value and recognizes any changes in fair value in its consolidated statement of operations. The Company measures equity investments without a readily determinable fair value that do not qualify for the net asset value practical expedient under Topic 820 at its cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. In regards to the Company’s interests in entities that do not meet the requirements for consolidation, the Company uses either the cost method of accounting whereby it records the investments at historical cost (as a policy choice in accordance with ASC 321 measurement alternative) or the equity method of accounting whereby it records its share of the underlying income or loss of these entities, as well as adjustments for basis differences. The evaluation of whether the Company exerts control or significant influence over the financial and operational policies of an entity requires judgment based on the facts and circumstances surrounding each individual entity. | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company’s financial instruments are measured and reported at fair value, which is the price receivable upon sale of an asset or payable upon transfer of a liability in the principal or most advantageous market for the asset or liability, conducted in an orderly transaction between market participants at the measurement date. Carrying amounts of certain financial instruments, including cash and cash equivalents, accounts receivable, and accounts payable (trade and accrued liabilities) approximate their fair value, as the time between initiation and the eventual realization of their value is relatively short -term The fair value hierarchy is based on the lowest level input that is significant to the fair value measurement as a whole: • • • For assets and liabilities recognized at fair value on a recurring basis, the Company reassesses categorization to determine whether changes have occurred between the hierarchy levels at the end of each reporting period. | |
Property, Plant and Equipment, Net | Property, Plant and Equipment, Net Property, plant and equipment, net is recorded at cost, net of accumulated depreciation and any accumulated impairment losses, if applicable. Attributed costs include the original cost of the item, any direct materials and labor to bring the asset into working condition, borrowing costs, and costs of replacing parts if the recognition criteria are met. All other repair and maintenance costs are recognized in the consolidated statement of operations as incurred. Depreciation begins when the asset becomes available for use and is calculated on a straight -line Estimated Useful Life Land N/A – indefinite Buildings & warehouse 2 – 40 years Leasehold improvements Shorter of lease term or useful life Furniture and appliances 5 years Agricultural equipment 2 – 10 years Computer equipment & telecommunications networks 3 years Transport equipment 5 years Laboratory equipment 3 – 20 years The Company reviews the depreciation method, residual values, and useful lives of property, plant and equipment at least annually and adjusts prospectively, if appropriate. The carrying amount of an asset and any significant part is derecognized on disposal of the asset, or when no future economic benefits are expected from its continued use. Any gain or loss arising on derecognition of the asset (equal to the difference between the net disposal proceeds and the carrying amount) is included in the consolidated statement of operations in the period of derecognition. Long -lived -lived Borrowing costs, which consist of interest and other costs incurred by the Company in connection with the borrowing of funds, are capitalized as part of the cost of a qualifying asset if it is directly attributable to the acquisition, construction or production of the respective asset. All other borrowing costs are expensed in the period in which they are incurred. | |
Intangible Assets | Intangible Assets Intangible assets include the licenses acquired as part of the acquisition of Herbal Brands and Clever Leaves through business combinations (Note 9.), as well as trade name, customer relationships, contracts and customer lists. Intangible assets acquired in a business combination are initially recognized as cost at their fair value based on the present value of expected future cash flows as at the date of acquisition. After initial measurement, intangible assets are carried at cost less accumulated amortization and any accumulated impairment losses. Costs of internally developed intangible assets are not capitalized, and related expenditures are recognized in profit or loss as incurred. Intangible assets are assessed to determine whether they have finite or indefinite useful lives, and the carrying values and remaining estimated useful lives are subject to impairment testing to determine if events or circumstances warrant a revision. Intangible Assets with Finite Useful Lives Intangible assets with finite lives are amortized over their respective useful economic lives and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The Company reviews the amortization period and the amortization method for an intangible asset with a finite useful life on an annual basis. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset is accounted for by changing the amortization period or method, as appropriate, and are treated as changes in accounting estimates to be applied prospectively. The amortization expense on intangible assets with finite lives is recognized in profit or loss. The finite lived intangible assets acquired in the Herbal Brands acquisition and the related estimated useful lives at time of acquisition were as follows: Remaining Useful (In Years) Finite-lived intangible assets: Customer contracts 8.7 Customer relationships 4 – 7 Customer list 5 Brand 10 Amortization of finite lived intangibles is calculated on a straight–line basis over the estimated useful lives of the assets. Intangible Assets with Indefinite Useful Lives Intangible assets with indefinite useful lives are not amortized but are subject to impairment testing at least annually. The assessment of indefinite life is reviewed on an annual basis to determine whether the indefinite life is still appropriate. If not, the change in useful life from indefinite to finite is made on a prospective basis as a change in accounting estimate. Intangible assets are not revalued subsequently. Intangible assets are subject to impairment testing at least annually and such test considers the estimated future cash flows expected to result from use of the intangible asset or asset group, and eventual disposal. An indefinite -life | |
Business Combinations and Goodwill | Business Combinations and Goodwill The Company accounts for an acquisition of a business using the acquisition method. When control of another entity is obtained, the Company measures the underlying transaction at fair value, and establishes the basis on which the assets, liabilities, and non -controlling To be considered a business combination, the acquired entity must meet the definition of a business under Topic 805, which states that a business must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create outputs as a result of revenue -generating The consideration transferred to the acquirer is measured at fair value at the date of acquisition, and includes assets transferred and liabilities assumed by the Company upon acquisition. The identifiable assets and liabilities that are exchanged as part of the business combination, and which meet the definition of assets and liabilities, are recognized separately from goodwill at the date of acquisition and measured on the acquisition date at their fair values. The non -controlling Goodwill is initially measured as a residual, recognized as an asset and represents the excess of the aggregate of consideration transferred in the business combination, the amount of any non -controlling After initial recognition, goodwill is not subject to amortization but rather is tested for impairment at least annually, or when an event or change in circumstance indicates that the carrying value of the asset may not be recoverable. See Note 10. for the Company’s goodwill information. | |
Equity Method Investments | Equity Method Investments Investments are assessed to determine whether they qualify as an investment in an entity that does not represent a controlling financial interest but provides the Company with significant influence in the investee. The Company determines whether the equity investment is an in -substance Investments where the Company has the ability to exercise significant influence in the investee qualify for equity method accounting and are presented separately on the consolidated statements of financial position. The equity method investment is recognized using a cost accumulation model, based on the cost of consideration transferred and related transaction costs. | |
Leases | Leases The determination of whether an arrangement is, or contains, a lease is based on the substance of the arrangement at inception and considers whether the arrangement is to be fulfilled through the use of a specific asset or assets, or whether the arrangement conveys a right to use the asset. Leases are classified as either operating leases or capital leases at lease inception, and this classification depends on the transfer of risks and rewards of ownership, along with several other criteria such as the transfer of ownership to the lessee, purchase options, or percentage of economic life of leased asset. This lease classification is not revised unless there is a modification to the lease agreement. At commencement, capital leases are recorded with a leased asset and a corresponding liability at an amount equal to the lower of the fair value of the leased assets at lease inception and the present value of the minimum lease payments (using the lower of the lessee’s incremental borrowing rate or interest rate implicit in the lease, if known). Operating leases do not recognize a leased asset or liability in the statement of financial position. Rather, a lessee recognizes the operating expense in the consolidated statement of operations on a straight -line | |
Revenue Recognition | Revenue Recognition On January -09 Revenue from Contracts with Customers (Topic 606) -09 In accordance with the guidance, the Company’s policy is to recognize revenue at an amount that reflects the consideration that the Company expects that it will be entitled to receive in exchange for transferring goods or services to its customers. The Company’s policy is to record revenue when control of the goods transfers to the customer. The Company evaluates the transfer of control through evidence of the customer’s receipt and acceptance, transfer of title, the Company’s right to payment for those products and the customer’s ability to direct the use of those products upon receipt. Typically, the Company’s performance obligations are satisfied at a point in time, and revenue is recognized, either upon shipment or delivery of goods. In instances where control transfers upon customer acceptance, the Company estimates the time period it takes for the customer to take possession and the Company recognizes revenue based on such estimates. The transaction price is typically based on the amount billed to the customer and includes estimated variable consideration where applicable. In instances when the Company’s products are sold under consignment arrangements, the Company does not recognize revenue until control over such products has transferred to the end consumer. The Company’s net revenues are comprised of gross revenues from sales of products less expected product returns, trade discounts and customer allowances, which include costs associated with mark -downs The Company incurs costs associated with product distribution, such as freight and handling costs. The Company has elected to treat these costs as fulfillment activities and recognizes these costs at the same time that it recognizes the underlying product revenue. See Note 17. for disaggregated revenue data. The adoption of ASU No. 2014 -09 | |
Share-Based Compensation | Share-Based Compensation The Company grants share -based -Scholes-Merton -free -free -point -point The fair value is recognized as compensation expense over the requisite service period for all awards that vest. For performance -based -line | |
Reportable Segments | Reportable Segments Refer to Note 17. for more information on the Company’s operating segments. | |
Income Taxes | Income Taxes Current income tax assets and liabilities for the period are measured at the amount expected to be recovered from or paid to the taxation authorities and includes foreign income taxes from the Company’s operations that are consolidated, combined, for accounted for under the equity method. The tax rates and tax laws used to compute the amount are those that are enacted at the reporting date in the countries where the Company operates and generates taxable income. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate. The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and the tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Management makes an assessment of the likelihood that the resulting deferred tax assets will be realized. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. The Company recognizes uncertain income tax positions at the largest amount that is more likely than not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. Changes in recognition or measurement are reflected in the period in which judgment occurs. The Company recognizes any interest and penalties related to unrecognized tax benefits on the income tax expense line in the accompanying Consolidated Statements of Net Loss and Comprehensive Loss. | |
Net Loss Per Share | Net Loss Per Share The Company applies the two -class -class -class Basic net loss per share attributable to Clever Leaves Holdings Inc. shareholders is computed by dividing net loss by the weighted -average Diluted net loss per share reflects the potential dilution that could occur if securities or other contracts to issue the Company’s common shares were exercised or converted into common shares or resulted in the issuance of common shares that then shared in the earnings of the Company unless inclusion of such shares would be anti -dilutive -dilutive | |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes -Oxley -K Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging | |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In December 2019, the FASB issued ASU No. 2019 -12 Income Taxes (Topic 740) — Simplifying the Accounting for Income Taxe -12 -12 -12 In January 2020, the FASB issued ASU No. 2020 -01 Investments — Equity Securities (Topic 321), Investments — Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) -01 -01 In October 2020, the FASB issued this ASU No. 2020 -09 Debt — (Topic 470) -09 -09 | Recently Adopted Accounting Pronouncements In August 2018, the FASB issued ASU No. 2018 -15 Intangibles — Goodwill and Other — Internal -Use Software (Subtopic 350 -40 ) -15 -40 -15 -use -15 -40 -15 In October 2018, the FASB issued ASU No. 2018 -17 Consolidation (Topic 810) -17 -17 -17 -17 |
Recently Issued Accounting Pronouncements Not Yet Adopted | Recently Issued Accounting Pronouncements Not Yet Adopted In May 2021, the FASB issued ASU No. 2021 -04 , Earnings Per Share (Topic 260), Debt — Modifications and Extinguishments (Subtopic 470 -50 ), Compensation — Stock Compensation (Topic 718), and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815 -40 ): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity -Classified Written Call Options -04 -based -04 -classified -04 -04 In February 2016, the FASB issued ASU 2016 -02 -10 -11 -02 -of-use -term -05 | Recently Issued Accounting Pronouncements Not Yet Adopted In February 2016, the FASB issued ASU No. 2016 -02 Leases (Topic 842) -02 Leases -02 -of-use -term -line -loaded -02 -02 In December 2019, the FASB issued ASU No. 2019 -12 Income Taxes (Topic 740) — Simplifying the Accounting for Income Taxe -12 -12 -12 -12 In January 2020, the FASB issued ASU No. 2020 -01 Investments — Equity Securities (Topic 321), Investments — Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) -01 -01 -01 In August 2020, the FASB issued ASU No. 2020 -06 , Debt — (Topic 815) -06 -06 -06 In October 2020, the FASB issued ASU No. 2020 -08 Codification Improvement — (Topic 310) -08 -20-35-33 -08 -08 In October 2020, the FASB issued this ASU No. 2020 -09 Debt — (Topic 470) -09 conditions of the guarantees and how the legal obligations of the issuer and guarantor, as well as other factors, may affect payments to holders of the debt securities. The amendments in ASU No. 2020 -09 -09 In October 2020, the FASB issued ASU No. 2020 -10 Codification Improvement — (Topic Various ) -10 -10 -10 |
BASIS OF PRESENTATION (Tables)
BASIS OF PRESENTATION (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Schedule of consolidated entity | Subsidiaries Jurisdiction of incorporation Ownership Clever Leaves US, Inc. Delaware, United States 100% NS US Holdings, Inc. Delaware, United States 100% Herbal Brands, Inc. Delaware, United States 100% 1255096 B.C. Ltd. (“Newco”) British Columbia, Canada 100% Northern Swan International, Inc. (“NSI”) British Columbia, Canada 100% Northern Swan Management, Inc. British Columbia, Canada 100% Northern Swan Deutschland Holdings, Inc. British Columbia, Canada 100% Northern Swan Portugal Holdings, Inc. British Columbia, Canada 100% Clever Leaves Portugal Unipessoal LDA Portugal 100% Clever Leaves II Portugal Cultivation SA Portugal 100% Northern Swan Europe, Inc. British Columbia, Canada 100% Nordschwan Holdings, Inc. British Columbia, Canada 100% Clever Leaves Germany GmbH Frankfurt, Germany 100% NS Herbal Brands International, Inc. British Columbia, Canada 100% Herbal Brands, Ltd. London, United Kingdom 100% Clever Leaves International, Inc. British Columbia, Canada 100% Eagle Canada Holdings, Inc. (“Eagle Canada”) British Columbia, Canada 100% Ecomedics S.A.S. (“Ecomedics”) Bogota, Colombia 100% Clever Leaves UK Limited London, United Kingdom 100% | Subsidiaries Jurisdiction of incorporation Ownership Clever Leaves US, Inc. Delaware, United States 100% NS US Holdings, Inc. Delaware, United States 100% Herbal Brands, Inc. Delaware, United States 100% 1255096 B.C. Ltd. (“Newco”) British Columbia, Canada 100% Northern Swan International, Inc. (“NSI”) British Columbia, Canada 100% Northern Swan Management, Inc. British Columbia, Canada 100% Northern Swan Deutschland Holdings, Inc. British Columbia, Canada 100% Northern Swan Portugal Holdings, Inc. British Columbia, Canada 100% Clever Leaves Portugal Unipessoal LDA Portugal 100% Clever Leaves II Portugal Cultivation SA Portugal 100% Northern Swan Europe, Inc. British Columbia, Canada 100% Nordschwan Holdings, Inc. British Columbia, Canada 100% Clever Leaves Germany GmbH Frankfurt, Germany 100% NS Herbal Brands International, Inc. British Columbia, Canada 100% Herbal Brands, Ltd. London, United Kingdom 100% Clever Leaves International, Inc. British Columbia, Canada 100% Eagle Canada Holdings, Inc. (“Eagle Canada”) British Columbia, Canada 100% Ecomedics S.A.S. (“Ecomedics”) Bogota, Colombia 100% Clever Leaves UK Limited London, United Kingdom 100% Subsidiaries Jurisdiction of incorporation Ownership NS US Holdings, Inc. Delaware, United States 100% Herbal Brands, Inc. Delaware, United States 100% Northern Swan International, Inc. British Columbia, Canada 100% Northern Swan Management, Inc. British Columbia, Canada 100% Northern Swan Deutschland Holdings, Inc. British Columbia, Canada 100% Northern Swan Portugal Holdings, Inc. British Columbia, Canada 100% Clever Leaves Portugal Unipessoal LDA Portugal 100% Clever Leaves II Portugal Cultivation SA Portugal 100% Northern Swan Europe, Inc. British Columbia, Canada 100% Nordschwan Holdings, Inc. British Columbia, Canada 100% Clever Leaves Germany GmbH (formerly Northern Swan Holdings GmbH) Frankfurt, Germany 100% NS Herbal Brands International, Inc. British Columbia, Canada 100% Herbal Brands, Ltd. London, United Kingdom 100% Eagle Canada Holdings, Inc. British Columbia, Canada 70% Ecomedics S.A.S. Bogota, Colombia 70% Clever Leaves UK Limited London, United Kingdom 70% |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of consolidated statement of financial position | As at Reported Restated Warrant liabilities $ — $ 19,061 Current liabilities 10,164 29,225 Total liabilities 51,567 70,628 Additional paid-in capital 194,105 164,264 Accumulated deficit (79,794 ) (69,014 ) Total shareholders’ equity 114,311 95,250 Year Ended Reported Restated Revenue $ 12,117 $ 12,117 Loss from operations (28,528 ) (28,528 ) Gain on remeasurement of warrant liabilities — 10,780 Net loss (36,675 ) (25,895 ) Net loss attributable to common shareholder – basic and diluted (46,894 ) (36,114 ) Basic and diluted earnings per share (4.34 ) (3.34 ) Year Ended Reported Restated Net loss $ (36,675 ) $ (25,895 ) Gain on remeasurement of warrant liabilities — 10,780 Net cash used in operating activities (21,961 ) (21,961 ) Year Ended Reported Restated Business combination and PIPE financing $ 77,635 $ 47,794 Total shareholders’ equity 114,311 95,250 |
Schedule of fair value of its private warrants using the monte carlo simulation model | As at December 18, December 31, Risk-free interest rate 0.45 % 0.43 % Expected volatility 50 % 60 % Share price $ 13.00 $ 8.90 Exercise price $ 11.50 $ 11.50 Expiration date December 18, 2025 December 18, 2025 |
Schedule of straight-line basis over the estimated useful lives of the assets | Estimated Useful Life Land N/A – indefinite Buildings & warehouse 2 – 40 years Leasehold improvements Shorter of lease term or useful life Furniture and appliances 5 years Agricultural equipment 2 – 10 years Computer equipment & telecommunications networks 3 years Transport equipment 5 years Laboratory equipment 3 – 20 years |
Schedule of intangible assets with finite useful lives | Remaining Useful (In Years) Finite-lived intangible assets: Customer contracts 8.7 Customer relationships 4 – 7 Customer list 5 Brand 10 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | ||
Schedule of fair value, assets and liabilities measured on recurring basis | Level 1 Level 2 Level 3 Total As of June 30, 2021 Assets: Investment – Cansativa — — 1,528 1,528 Total Assets — — 1,528 1,528 Liabilities: Loans and borrowings — 6,559 — 6,559 Warrant liability — — 22,736 22,736 Convertible notes — 27,119 — 27,119 Total Liabilities $ — $ 33,678 $ 22,736 $ 56,414 As of December 31, 2020 Assets: Investment – Cansativa — — 1,553 1,553 Total Assets $ — $ — $ 1,553 $ 1,553 Liabilities: Loans and borrowings $ — $ 6,701 $ — $ 6,701 Warrant liability — — 19,061 $ 19,061 Convertible notes — 27,142 — $ 27,142 Total Liabilities $ — $ 33,843 $ 19,061 $ 52,904 | Level 1 Level 2 Level 3 Total As of December 31, 2020 Assets: Investment – Lift & Co $ — $ — $ — $ — Investment – Cansativa — — 1,553 1,553 Total Assets — — 1,553 1,553 Liabilities: Loans and borrowings — 6,701 — 6,701 Warrant liability — — 19,061 19,061 Convertible notes — 27,142 — 27,142 Total Liabilities (Restated) $ — $ 33,843 $ 19,061 $ 52,904 As of December 31, 2019 Assets: Investment – Lift & Co $ 319 $ 57 $ — $ 376 Investment – Cansativa — — 1,701 1,701 Total Assets $ 319 $ 57 $ 1,701 $ 2,077 Liabilities: Loans and borrowings $ — $ 7,162 $ — $ 7,162 Convertible notes 26,566 $ 26,566 Total Liabilities $ — $ 33,728 $ — $ 33,728 |
Schedule of Changes in the Fair Value of Warrant Liabilities | Private Placement Warrants Total Warrant Warrant liability at December 31, 2020 $ 19,061 Change in fair value of warrant liability $ 4,851 Warrant liabilities at March 31, 2021 $ 23,912 Change in fair value of warrant liabilities $ (1,176 ) Warrant liabilities at June 30, 2021 $ 22,736 | |
Schedule of Fair Value Measurement Inputs and Valuation Techniques | As of June 30, 2021 December 31, 2020 Risk-free interest rate 0.76 % 0.43 % Expected volatility 60 % 60 % Share Price $ 10.15 $ 8.90 Exercise Price $ 11.50 $ 11.50 Expiration date December 18, 2025 December 18, 2025 |
INVENTORY (Tables)
INVENTORY (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | ||
Schedule of inventories | June 30, 2021 December 31, 2020 Raw materials $ 1,035 $ 1,148 Work in progress – cultivated cannabis 67 1,482 Work in progress – harvested cannabis and extracts 3,230 274 Finished goods – cannabis extracts 8,556 7,003 Finished goods – other 260 283 Total $ 13,148 $ 10,190 | December 31, 2020 December 31, 2019 Raw materials $ 1,148 $ 1,022 Work in progress – cultivated cannabis 1,482 1,205 Work in progress – harvested cannabis and extracts 274 90 Finished goods – cannabis extracts 7,003 2,081 Finished goods – other 283 1,018 Total $ 10,190 $ 5,416 |
PREPAIDS, ADVANCES AND OTHER (T
PREPAIDS, ADVANCES AND OTHER (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of prepaids and advances | December 31, 2020 December 31, 2019 Prepaid expenses $ 1,404 $ 281 Deposits 109 169 Other advances 1,661 2,834 Total $ 3,174 $ 3,284 |
BUSINESS COMBINATIONS (Tables)
BUSINESS COMBINATIONS (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Business Combinations [Abstract] | ||
Schedule of reconciliation of elements of business combination | Recapitalization Cash – SAMA trust and cash, net of redemptions $ 86,644 Cash – SAMA PIPE 6,000 Non-cash PIK (2,881 ) Cash assumed from SAMA 698 Cash consideration to certain Clever Leaves shareholders (3,057 ) Less: transaction costs and advisory fees (13,895 ) Net Business Combination $ 73,509 Non-cash PIK 2,881 Deferred issuance costs 1,503 Warranty liability (29,841 ) Net liabilities assumed from SAMA (258 ) Net contributions from Business Combination $ 47,794 | Recapitalization (Restated) (a) Cash – SAMA trust and cash, net of redemptions $ 86,644 Cash – SAMA PIPE 6,000 Non-cash PIK (2,881 ) Cash assumed from SAMA 698 Cash consideration to certain Clever Leaves shareholders (3,057 ) Less: transaction costs and advisory fees (13,895 ) Net Business Combination $ 73,509 Non-cash PIK 2,881 Deferred issuance costs 1,503 Warrant liability (29,841 ) Net liabilities assumed from SAMA (258 ) Net contributions from Business Combination $ 47,794 |
Schedule of recognized identified assets acquired and liabilities assumed | Amounts Current assets $ 293 Inventory 4,640 Capital assets 9 Intangible – Customer contract 925 Intangible – Customer relationships 1,000 Intangible – Customer list 650 Intangible – Brand name 4,500 Intangible – Product formulations 16 Goodwill 1,682 Total assets acquired 13,715 Current liabilities 286 Total liabilities acquired 286 Total consideration transferred $ 13,429 | |
Schedule of finite-lived intangible assets acquired as part of business combination | Amounts recognized at Weighted-Average Remaining Useful Life at April 30, Finite-lived intangible assets: Customer contracts $ 925 8.7 Customer relationships 1,000 5.6 Customer list 650 5.0 Brand 4,500 10.0 Product formulations 16 5.0 Total finite-lived intangible $ 7,091 | |
Schedule of business acquisition, pro forma information | Unaudited Pro Forma Results Unaudited Net Sales $ 12,774 Loss from operations, before income taxes $ (43,432 ) |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Schedule of finite-lived and indefinite-lived intangible assets | June 30, 2021 Gross Accumulated Amortization Net Weighted- Average Finite-lived intangible assets: Customer contracts $ 925 $ 925 $ — 0 Customer relationships 1,000 395 605 3.9 Customer list 650 282 368 2.8 Brand 4,516 991 3,525 7.8 Total finite-lived intangible assets $ 7,091 $ 2,593 $ 4,498 Indefinite-lived intangible assets: Licenses $ 19,000 N/A $ 19,000 Total indefinite-lived intangible assets $ 19,000 N/A $ 19,000 Total intangible assets $ 26,091 $ 2,593 $ 23,498 December 31, 2020 Gross Accumulated Amortization Net Weighted- Average Finite-lived intangible assets: Customer contracts $ 925 $ 525 $ 400 0.5 Customer relationships 1,000 304 696 4.4 Customer list 650 217 433 3.3 Brand 4,516 766 3,750 8.3 Total finite-lived intangible assets $ 7,091 $ 1,812 $ 5,279 Indefinite-lived intangible assets: Licenses $ 19,000 N/A $ 19,000 Total indefinite-lived intangible assets $ 19,000 N/A $ 19,000 Total intangible assets $ 26,091 $ 1,812 $ 24,279 | December 31, 2020 Gross Accumulated Net Weighted- Finite-lived intangible assets: Customer contracts $ 925 $ 525 $ 400 0.5 Customer relationships 1,000 304 696 4.4 Customer list 650 217 433 3.3 Brand 4,516 766 3,750 8.3 Total finite-lived intangible assets $ 7,091 $ 1,812 $ 5,279 Indefinite-lived intangible assets: Licenses $ 19,000 N/A $ 19,000 Total indefinite-lived intangible $ 19,000 N/A $ 19,000 Total intangible assets $ 26,091 $ 1,812 $ 24,279 December 31, 2019 Gross Accumulated Net Weighted-Average Finite-lived intangible assets: Customer contracts $ 925 $ 71 $ 854 8.0 Customer relationships 1,000 122 878 5.2 Customer list 650 87 563 4.3 Brand 4,516 302 4,214 9.3 Total finite-lived intangible assets $ 7,091 $ 581 $ 6,510 Indefinite-lived intangible assets: Licenses $ 19,000 N/A $ 19,000 Total indefinite-lived intangible $ 19,000 N/A $ 19,000 Total intangible assets $ 26,091 $ 581 $ 25,510 |
Schedule of finite-lived intangible assets amortization expense | Estimated Amortization Expense 2021 382 2022 $ 795 2023 715 2024 542 2025 572 Thereafter 1,492 Total $ 4,498 | Estimated 2021 $ 1,164 2022 764 2023 702 2024 585 2025 542 Thereafter 1,522 Total $ 5,279 |
GOODWILL (Tables)
GOODWILL (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Schedule of changes in goodwill | Cannabinoid Non- Cannabinoid Total Balance at December 31, 2020 $ 18,508 $ — $ 18,508 Balance at June 30, 2021 $ 18,508 $ — $ 18,508 Cumulative goodwill impairment charges (a) $ — $ 1,682 $ 1,682 (a) Amount refers to cumulative goodwill impairment charges related to impairments recognized in 2020; no impairment charges were recognized during the three and six months ended June 30, 2021. | Cost Cannabinoid Non- Cannabinoid Total Balance at December 31, 2018 $ 18,508 $ — $ 18,508 Additions — 1,682 1,682 Balance at December 31, 2019 $ 18,508 $ 1,682 $ 20,190 Impairment — (1,682 ) (1,682 ) Balance at December 31, 2020 $ 18,508 $ — $ 18,508 |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT, NET (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property, plant and equipment | Cost Land Buildings & warehouse Laboratory equipment Agricultural equipment Computer equipment Furniture & appliances Construction- in-progress Other Total Balance at December 31, 2018 $ 1,439 $ 2,498 $ 1,573 $ 41 $ 324 $ 104 $ 624 $ 84 $ 6,688 Additions from business acquisitions — — — — — — — 9 9 Additions 3,259 2,815 1,763 1,863 875 588 6,826 687 18,675 Balance at December 31, 2019 $ 4,698 $ 5,313 $ 3,336 $ 1,904 $ 1,199 $ 692 $ 7,450 $ 780 $ 25,372 Additions, net 367 3,151 2,606 — 336 127 (3,162 ) 240 3,665 Balance at December 31, 2020 $ 5,065 $ 8,464 $ 5,942 $ 1,904 $ 1,535 $ 819 $ 4,288 $ 1,020 $ 29,037 Accumulated Depreciation Land Buildings & warehouse Laboratory equipment Agricultural equipment Computer equipment Furniture & appliances Construction- in-progress Other Total Balance at December 31, 2018 $ — $ 16 $ 10 $ 2 $ 52 $ 2 $ — $ 17 $ 99 Depreciation(b) — 111 301 170 180 100 — 37 898 Balance at December 31, 2019 $ — $ 127 $ 311 $ 172 $ 232 $ 102 $ — $ 54 $ 997 Depreciation(a) — 560 526 438 518 209 — 108 2,359 Balance at December 31, 2020 $ — $ 687 $ 837 $ 610 $ 750 $ 311 $ — $ 162 $ 3,356 Net Book Value Land Buildings & warehouse Laboratory equipment Agricultural equipment Computer equipment Furniture & appliances Construction- in-progress Other Total Balance at December 31, 2018 1,439 2,482 1,563 39 272 102 624 67 6,588 Balance at December 31, 2019 4,698 5,186 3,025 1,732 967 590 7,450 726 24,374 Balance at December 31, 2020 $ 5,065 $ 7,777 $ 5,105 $ 1,294 $ 785 $ 508 $ 4,288 $ 858 $ 25,680 (a) Includes approximately $1,050 and $685 of depreciation included in inventory and cost of goods sold, respectively. (b) Includes approximately $100 and $nil of depreciation included in inventory and cost of goods sold, respectively. |
DEBT (Tables)
DEBT (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Debt Disclosure [Abstract] | ||
Schedule of debt | June 30, December 31, Series D Convertible Notes due March 2022 (a) $ 27,119 $ 27,142 Herbal Brands Loan due May 2023 and other borrowings 6,559 6,701 Total Debt $ 33,678 $ 33,843 Less: Current portion of long-term debt (27,119 ) — Ending balance $ 6,559 $ 33,843 | December 31, 2020 December 31, 2019 Series D Convertible Notes due March 2022(a) $ 27,142 $ 26,566 Herbal Brands Loan due May 2023 and other borrowings 6,701 7,162 Ending balance $ 33,843 $ 33,728 |
GENERAL AND ADMINISTRATION (Tab
GENERAL AND ADMINISTRATION (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
General And Administration [Abstract] | ||
Schedule of general and administrative expenses | Six months ended Three Months Ended June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020 Salaries and benefits $ 6,986 $ 8,826 $ 3,660 $ 4,280 Office and administration 2,466 1,279 1,280 651 Professional fees 3,807 2,975 1,573 1,579 Share based compensation 4,873 713 3,323 297 Rent 657 770 397 305 Other 559 821 373 152 Total $ 19,348 $ 15,384 $ 10,606 $ 7,264 | Year ended December 31, 2020 December 31, 2019 Salaries and benefits $ 13,354 $ 15,238 Office and administration 3,319 4,167 Professional fees 6,985 10,295 Share based compensation 1,652 1,522 Rent 1,700 1,692 Other 2,818 2,065 Total $ 29,828 $ 34,979 |
SHARE-BASED COMPENSATION (Table
SHARE-BASED COMPENSATION (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | ||
Schedule of share-based payment award, stock options, valuation assumptions | Six Months Ended Grant date share price $ 14.40 Risk-free interest rate 0.5 % Expected dividend yield 0.0 % Expected volatility 90 % Expected life (in years) 1.8–3.8 | Year Ended December 31, 2020 December 31, 2019 Expected term 0.14 – 5.00 2.79 – 5.00 Risk-free interest rate 0.22 – 0.41% 1.3 – 2.7 % Expected dividend yield 0.0% 0.0 % Expected volatility 85% – 90% 80 % |
Schedule of share-based payment arrangement, option, activity | Stock Weighted-Average Exercise Weighted-Average Remaining Contractual Term (Years) Aggregate Intrinsic Balance as at December 31, 2020 896,888 $ 5.22 3.96 $ 2,889 Granted 60,079 $ 13.92 9.70 — Exercised (40,942 ) $ 0.24 — $ 434 Forfeited (27,857 ) $ 12.11 — — Expired (85,399 ) $ 8.40 — — Balance as at June 30, 2021 802,769 $ 5.96 3.97 $ 3,361 Vested and expected to vest as at 791,488 $ 5.90 4.09 $ 3,364 Vested and exercisable as at 413,241 $ 6.23 3.77 $ 1,702 | Stock Weighted-Average Exercise Weighted-Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Balance as at December 31, 2019 1,195,544 $ 14.18 3.21 $ 3,194 Granted 121,291 $ 6.71 3.64 Exercised (88,706 ) $ 0.24 — $ 705 Forfeited (331,241 ) $ 11.86 — Balance as at December 31, 2020 896,888 $ 5.22 3.96 $ 2,889 Vested and expected to vest as at December 31, 2020 885,607 $ 5.60 3.97 $ 2,906 Vested and exercisable as at December 31, 2020 419,498 $ 6.80 3.78 $ 944 |
Schedule of unvested restricted stock units roll forward | Restricted Weighted- Unvested as of December 31, 2020 78,634 $ 3.25 Granted 365,300 14.04 Vested (12,824 ) 8.66 Canceled/forfeited (6,219 ) 13.89 Unvested as of June 30, 2021 424,891 $ 12.28 Restricted Share Weighted-Average Grant Date Fair Unvested as of December 31, 2020 — $ — Granted 1,038,718 13.89 Canceled/forfeited (20,666 ) 4.02 Unvested as of June 30, 2021 1,018,052 $ 13.89 | Restricted Weighted-Average Grant Date Unvested as of December 31, 2019 — $ — Granted 83,715 3.25 Vested (2,989 ) 3.25 Canceled/forfeited (2,092 ) 3.25 Unvested as of December 31, 2020 78,634 $ 3.25 |
Schedule of share-based compensation expense Restricted Stock Unit (RSUs) | Six Months Ended Three Months Ended June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020 Share-based compensation award type Stock Options 721 713 365 297 RSUs 4,152 — 2,958 — Total Shared Based Compensation 4,873 713 3,323 297 |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Segment Reporting [Abstract] | ||
Schedule of segment reporting information, by segment | Six Months Ended Three Months Ended June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020 Segment Net Sales: Cannabinoid $ 1,256 $ 395 $ 579 $ 153 Non-Cannabinoid 5,893 4,458 3,093 1,786 Total Net Sales 7,149 4,853 3,672 1,939 Segment Profit (Loss): Cannabinoid (6,468 ) (9,855 ) (3,604 ) (4,454 ) Non-Cannabinoid 1,246 413 634 (67 ) Total Segment Loss $ (5,222 ) $ (9,442 ) $ (2,970 ) $ (4,521 ) Reconciliation: Total Segment Loss (5,222 ) (9,442 ) (2,970 ) (4,521 ) Unallocated corporate expenses (6,173 ) (3,945 ) (2,786 ) (2,141 ) Non-cash share based compensation (4,873 ) (713 ) (3,323 ) (297 ) Depreciation and amortization (1,103 ) (717 ) (524 ) (365 ) Goodwill impairment — (1,682 ) — — Loss from operations $ (17,371 ) $ (16,499 ) $ (9,603 ) $ (7,325 ) Loss on fair value of derivative instrument — — — (13 ) Loss(gain) on remeasurement of warrant liability 3,675 — (1,176 ) — Loss on investments — 228 — 67 Foreign exchange loss 839 359 80 311 Interest expense 1,898 1,789 920 953 Miscellaneous, net (1,087 ) 48 (485 ) 105 Loss before loss from equity investment $ (22,696 ) $ (18,923 ) $ (8,942 ) $ (8,748 ) June 30, 2021 December 31, 2020 Long-lived assets Cannabinoid $ 28,528 $ 25,485 Non-Cannabinoid 151 176 Other (a) 25 19 $ 28,704 $ 25,680 | Year ended December 31, 2020 (Restated) (a) December 31, 2019 Segment Net Sales: Cannabinoid $ 2,511 $ 133 Non-Cannabinoid 9,606 7,701 Total Net Sales 12,117 7,834 Segment Profit (Loss): Cannabinoid (18,798 ) (25,250 ) Non-Cannabinoid 1,863 614 Total Loss $ (16,935 ) $ (24,636 ) Reconciliation: Total Segment Loss (16,935 ) (24,636 ) Unallocated corporate expenses (6,405 ) (5,887 ) Non-cash share based compensation (1,652 ) (1,522 ) Depreciation and amortization (1,854 ) (1,480 ) Herbal Brands acquisition related charges — (3,015 ) Goodwill impairment (1,682 ) — Loss from operations $ (28,528 ) $ (36,540 ) Loss on debt extinguishment 2,360 3,374 Gain on remeasurement of warrant liability (10,780 ) — Loss on fair value of derivative instrument 657 421 Loss on investments 464 756 Foreign exchange loss 491 1,575 Interest expense 4,455 2,684 Miscellaneous, net (284 ) 534 Loss from operations before income taxes $ (25,891 ) $ (45,884 ) December 31, 2020 December 31, 2019 Long-lived assets Cannabinoid $ 25,485 $ 24,209 Non-Cannabinoid 176 207 Other(a) 19 16 $ 25,680 $ 24,432 (a) “Other” includes long -lived |
Schedule of disaggregation of revenue by channel | Six Months Ended Three Months Ended June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020 Mass retail $ 3,609 $ 2,033 $ 1,721 $ 1,012 Specialty, health and other retail 575 910 350 598 Distributors 2,680 1,575 1,448 236 E-commerce 285 335 153 93 $ 7,149 $ 4,853 $ 3,672 $ 1,939 | Year ended December 31, 2020 December 31, 2019 Mass retail $ 6,879 $ 3,318 Specialty, health and other retail 689 1,235 Distributors 4,036 2,397 E-commerce 513 885 $ 12,117 $ 7,834 |
INCOME TAX (Tables)
INCOME TAX (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of components of income tax expense (Recovery) | 2020 2019 Current tax Current tax expense in respect of the current year $ — $ — Deferred tax Deferred tax expense (recovery) in the current year — — Total income tax expense recognized in the current year $ — $ — |
Schedule of effective income tax rate reconciliation | 2020 (Restated) (d) 2019 Loss before income taxes $ (25,895 )(a) $ (45,980 )(b) Expected federal income tax recovery calculated at 27%(c) (6,992 ) (12,415 ) Effect of income/expenses, net, that are not (taxable)/deductible (permanent differences) in determining taxable profit (1,454 ) 2,019 Tax rates differences applicable to foreign subsidiaries (143 ) (632 ) Adjustments related to prior years 958 — Change valuation allowance 8,009 10,150 Foreign exchange (378 ) 878 Income tax expense $ — $ — (a) Loss before income taxes of $25,891 plus loss from equity investment of $4. (b) Loss before income taxes of $45,884 plus loss from equity investment of $96. (c) Due to the substantial alignment of the taxable income base between Canada and its provinces, the combined federal and provincial rate has been used as the reconciliation rate. (d) Following the SEC statement in April 2021, the Company determined that the private warrants should be classified as a liability. Refer to Note 3. for more information and the impact on the Company’s financial statements. |
Schedule of deferred tax assets and liabilities | 2020 2019 Deferred tax asset (liability) Non-capital losses carry forward $ 18,436 $ 11,909 Capital losses carryforward 98 — Other 1,697 1,567 Property, plant and equipment 279 — Intangibles 441 — Deferred tax assets $ 20,951 $ 13,476 Valuation allowance (20,525 ) (12,515 ) Intangible assets (5,700 ) (5,713 ) Other (426 ) (948 ) Net deferred tax liability $ (5,700 ) $ (5,700 ) |
Schedule of summary of operating loss carryforwards | Canada United Colombia United Portugal Germany 2030 $ — $ — $ 3,176 $ — $ — $ — 2031 14,635 2,150 2032 7,048 5,157 2037 75 641 — 2038 323 — — 2039 3,914 2040 11,519 Indefinite — 11,963 — 1,761 7,824 Total $ 15,831 $ 12,604 $ 24,859 $ 1,761 $ 7,307 $ 7,824 |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Earnings Per Share [Abstract] | ||
Schedule of earnings per share, Basic and diluted | Six Months Ended Three Months Ended June 30, June 30, June 30, June 30, Numerator: Net loss $ (22,721 ) $ (18,939 ) $ (8,956 ) $ (8,753 ) Adjustments to reconcile to net loss available to common stockholders: Net loss attributable to — (1,648 ) — (744 ) Net loss attributable to Clever Leaves Holdings Inc. common shareholders – basic and diluted $ (22,721 ) $ (17,291 ) $ (8,956 ) $ (8,009 ) Denominator: Weighted-average common shares outstanding – basic and diluted 25,311,077 9,052,317 25,588,987 9,800,604 Net loss per share attributable to Clever Leaves Holdings Inc. common shareholders – basic and diluted $ (0.90 ) $ (1.91 ) $ (0.35 ) $ (0.82 ) | Year Ended December 31, 2020 (Restated) (a) December 31, 2019 Numerator: Net loss $ (25,895 ) $ (45,980 ) Adjustments to reconcile to net loss available to common stockholders: Accretion of Class D preferred shares to liquidation preference on automatic conversion 10,219 — Net loss attributable to non-controlling interests — (6,450 ) Net loss attributable to Clever Leaves Holdings Inc. common shareholders – basic and diluted $ (36,114 ) $ (39,530 ) Denominator: Weighted-average common shares outstanding – basic and diluted 10,815,580 7,814,796 Net loss per share attributable to Clever Leaves Holdings Inc. common shareholders – basic and diluted $ (3.34 ) $ (5.06 ) (a) See Note 3. for information on the restatement adjustment as of December 31, 2020. |
Schedule of antidilutive securities excluded from computation of earnings per share | June 30, June 30, Common stock warrants 17,850,460 — SAMA earnout shares 570,211 — Stock options 802,769 1,083,498 Unvested restricted share units 1,442,943 — Total 20,666,383 1,083,498 | December 31, 2020 December 31, 2019 Common stock warrants 17,963,591 63,597 SAMA earnout shares 1,140,423 — Stock options 896,888 1,195,544 Unvested restricted share units 78,634 — Total 20,079,536 1,259,141 |
CONTINGENCIES AND COMMITMENTS (
CONTINGENCIES AND COMMITMENTS (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of undiscounted future minimum annual lease payments | Lease Commitments 2021 $ 2,319 2022 1,771 2023 1,225 2024 590 2025 189 Thereafter 70 Total $ 6,164 |
CORPORATE INFORMATION (Details)
CORPORATE INFORMATION (Details) | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Business acquisition, stock, conversion ratio | 0.3288 | |
Conversion description | As such, the shares and corresponding capital amounts and earnings per share related to Clever Leaves’ convertible preferred shares and Clever Leaves’ common shares prior to the Business Combination have been retroactively restated as shares reflecting the exchange ratio of 0.3288 shares (the “Exchange Rate”) established in the Business Combination Agreement. |
BASIS OF PRESENTATION (Details)
BASIS OF PRESENTATION (Details) - Schedule of consolidated entity | Jun. 30, 2021 | Dec. 31, 2020 |
Clever Leaves US, Inc. [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Ownership percentage | 100.00% | 100.00% |
NS US Holdings, Inc. [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Ownership percentage | 100.00% | 100.00% |
Herbal Brands, Inc. [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Ownership percentage | 100.00% | 100.00% |
1255096 B.C. Ltd. ("Newco") [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Ownership percentage | 100.00% | 100.00% |
Northern Swan International, Inc. (NSI) [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Ownership percentage | 100.00% | 100.00% |
Northern Swan Management, Inc. [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Ownership percentage | 100.00% | 100.00% |
Northern Swan Deutschland Holdings, Inc. [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Ownership percentage | 100.00% | 100.00% |
Northern Swan Portugal Holdings, Inc. [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Ownership percentage | 100.00% | 100.00% |
Clever Leaves Portugal Unipessoal LDA [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Ownership percentage | 100.00% | 100.00% |
Clever Leaves II Portugal Cultivation SA [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Ownership percentage | 100.00% | 100.00% |
Northern Swan Europe, Inc. [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Ownership percentage | 100.00% | 100.00% |
Nordschwan Holdings, Inc. [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Ownership percentage | 100.00% | 100.00% |
Clever Leaves Germany GmbH [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Ownership percentage | 100.00% | 100.00% |
NS Herbal Brands International, Inc. [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Ownership percentage | 100.00% | 100.00% |
Herbal Brands, Ltd. [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Ownership percentage | 100.00% | 100.00% |
Clever Leaves International, Inc. [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Ownership percentage | 100.00% | 100.00% |
Eagle Canada Holdings, Inc. (Eagle Canada) [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Ownership percentage | 100.00% | 100.00% |
Ecomedics S.A.S. (Ecomedics) [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Ownership percentage | 100.00% | 100.00% |
Clever Leaves UK Limited [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Ownership percentage | 100.00% | 100.00% |
Eagle Canada Holdings, Inc. [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Ownership percentage | 70.00% | |
Ecomedics S.A.S. [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Ownership percentage | 70.00% | |
Clever Leaves UK Limited One [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Ownership percentage | 70.00% |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |||||
Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | [1] | Dec. 18, 2020 | ||
SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||||
Assets or Liabilities that Relate to Transferor's Continuing Involvement in Securitized or Asset-backed Financing Assets, Policy [Policy Text Block] | $29,841 | ||||||
Recognition of Asset and Liability for Lease of Acquiree [Policy Text Block] | $10,780 | ||||||
Net cash used in operating activities | $ (19,496) | $ (14,543) | $ (21,961) | [1] | $ (37,052) | ||
Net cash used in investing activities | $ (4,319) | $ (3,436) | (3,665) | [1] | $ (33,901) | ||
Revision of Prior Period, Error Correction, Inventory Acquired As Part Of The Herbal Brands Acquisition Adjustment [Member] | |||||||
SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||||
Net cash used in operating activities | 3,800 | ||||||
Net cash used in investing activities | $ 3,800 | ||||||
Public warrants [Member] | |||||||
SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||||
Outstanding shares | 13,000,000 | ||||||
Private warrants [Member] | |||||||
SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||||
Outstanding shares | 4,900,000 | ||||||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | |||||||
SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||||
Concentration risk, percentage | 74.00% | ||||||
[1] | See Note 3. for information on the restatement adjustment as of December 31, 2020 and on the reclassification adjustment as of December 31, 2019. |
SIGNIFICANT ACCOUNTING POLICI_4
SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of consolidated statement of financial position $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($)$ / shares | |
Reported [Member] | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |
Warrant liabilities | |
Current liabilities | 10,164 |
Total liabilities | 51,567 |
Additional paid-in capital | 194,105 |
Accumulated deficit | (79,794) |
Total shareholders’ equity | 114,311 |
Revenue | 12,117 |
Loss from operations | (28,528) |
Gain on remeasurement of warrant liabilities | |
Net loss | (36,675) |
Net loss attributable to common shareholder – basic and diluted | $ (46,894) |
Basic and diluted earnings per share (in Dollars per share) | $ / shares | $ (4.34) |
Net cash used in operating activities | $ (21,961) |
Business combination and PIPE financing | 77,635 |
Restated [Member] | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |
Warrant liabilities | 19,061 |
Current liabilities | 29,225 |
Total liabilities | 70,628 |
Additional paid-in capital | 164,264 |
Accumulated deficit | (69,014) |
Total shareholders’ equity | 95,250 |
Revenue | 12,117 |
Loss from operations | (28,528) |
Gain on remeasurement of warrant liabilities | 10,780 |
Net loss | (25,895) |
Net loss attributable to common shareholder – basic and diluted | $ (36,114) |
Basic and diluted earnings per share (in Dollars per share) | $ / shares | $ (3.34) |
Net cash used in operating activities | $ (21,961) |
Business combination and PIPE financing | $ 47,794 |
SIGNIFICANT ACCOUNTING POLICI_5
SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of fair value of its private warrants using the monte carlo simulation model - $ / shares | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Dec. 31, 2020 | Dec. 18, 2020 | Dec. 31, 2019 | |
Schedule of fair value of its private warrants using the monte carlo simulation model [Abstract] | ||||
Risk-free interest rate | 0.76% | 0.43% | 0.45% | |
Expected volatility | 60.00% | 60.00% | 50.00% | 80.00% |
Share price | $ 8.90 | $ 13 | ||
Exercise price | $ 11.50 | $ 11.50 | $ 11.50 | |
Expiration date | Dec. 18, 2025 | Dec. 18, 2025 |
SIGNIFICANT ACCOUNTING POLICI_6
SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of straight-line basis over the estimated useful lives of the assets | 12 Months Ended |
Dec. 31, 2020 | |
Land [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | N/A – indefinite |
Leasehold improvements [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | Shorter of lease term or useful life |
Furniture and appliances [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 5 years |
Computer equipment & telecommunications networks [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 3 years |
Transport equipment [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 5 years |
Minimum [Member] | Buildings & warehouse [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 2 years |
Minimum [Member] | Agricultural equipment [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 2 years |
Minimum [Member] | Laboratory equipment [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 3 years |
Maximum [Member] | Buildings & warehouse [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 40 years |
Maximum [Member] | Agricultural equipment [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 10 years |
Maximum [Member] | Laboratory equipment [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 20 years |
SIGNIFICANT ACCOUNTING POLICI_7
SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of intangible assets with finite useful lives | 12 Months Ended |
Dec. 31, 2020 | |
Customer contracts [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Remaining Useful Life at the Acquisition Date | 8 years 8 months 12 days |
Customer relationships [Member] | Minimum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Remaining Useful Life at the Acquisition Date | 4 years |
Customer relationships [Member] | Maximum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Remaining Useful Life at the Acquisition Date | 7 years |
Customer list [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Remaining Useful Life at the Acquisition Date | 5 years |
Brand [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Remaining Useful Life at the Acquisition Date | 10 years |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Fair Value Disclosures [Abstract] | |
Common stock and warrant ownership |
FAIR VALUE MEASUREMENTS (Deta_2
FAIR VALUE MEASUREMENTS (Details) - Schedule of fair value, assets and liabilities measured on recurring basis $ in Thousands | Jun. 30, 2021USD ($) | Jun. 30, 2021EUR (€) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Assets: | |||||
Total Assets | $ 1,528 | $ 1,553 | $ 2,077 | ||
Liabilities: | |||||
Loans and borrowings | 6,559 | 6,701 | 7,162 | ||
Warrant liability | 22,736 | 19,061 | |||
Convertible notes | 27,119 | 27,142 | 26,566 | ||
Total Liabilities | 56,414 | 52,904 | [1] | 33,728 | |
Fair Value, Inputs, Level 1 [Member] | |||||
Assets: | |||||
Total Assets | 319 | ||||
Liabilities: | |||||
Loans and borrowings | |||||
Warrant liability | |||||
Convertible notes | |||||
Total Liabilities | [1] | ||||
Fair Value, Inputs, Level 2 [Member] | |||||
Assets: | |||||
Total Assets | 57 | ||||
Liabilities: | |||||
Loans and borrowings | 6,559 | 6,701 | 7,162 | ||
Warrant liability | |||||
Convertible notes | 27,119 | 27,142 | 26,566 | ||
Total Liabilities | 33,678 | 33,843 | [1] | 33,728 | |
Fair Value, Inputs, Level 3 [Member] | |||||
Assets: | |||||
Total Assets | 1,528 | 1,553 | 1,701 | ||
Liabilities: | |||||
Loans and borrowings | |||||
Warrant liability | 22,736 | 19,061 | |||
Convertible notes | |||||
Total Liabilities | $ 22,736 | 19,061 | [1] | ||
Lift & Co [Member] | |||||
Assets: | |||||
Investment | 376 | ||||
Lift & Co [Member] | Fair Value, Inputs, Level 1 [Member] | |||||
Assets: | |||||
Investment | 319 | ||||
Lift & Co [Member] | Fair Value, Inputs, Level 2 [Member] | |||||
Assets: | |||||
Investment | 57 | ||||
Lift & Co [Member] | Fair Value, Inputs, Level 3 [Member] | |||||
Assets: | |||||
Investment | |||||
Cansativa [Member] | |||||
Assets: | |||||
Investment | € 1,075 | 1,553 | 1,701 | ||
Cansativa [Member] | Fair Value, Inputs, Level 1 [Member] | |||||
Assets: | |||||
Investment | |||||
Cansativa [Member] | Fair Value, Inputs, Level 2 [Member] | |||||
Assets: | |||||
Investment | |||||
Cansativa [Member] | Fair Value, Inputs, Level 3 [Member] | |||||
Assets: | |||||
Investment | $ 1,553 | $ 1,701 | |||
[1] | See Note 3. for information on the restatement adjustment as of December 31, 2020. |
INVENTORY (Details)
INVENTORY (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Inventory Disclosure [Abstract] | ||
Inventory write-downs in cost | $ 399 |
INVENTORY (Details) - Schedule
INVENTORY (Details) - Schedule of inventories - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Inventory [Line Items] | ||||
Raw materials | $ 1,035 | $ 1,148 | $ 1,022 | |
Total | 13,148 | 10,190 | [1] | 5,416 |
Cultivated Cannabis [Member] | ||||
Inventory [Line Items] | ||||
Work in progress | 67 | 1,482 | 1,205 | |
Harvested Cannabis And Extracts [Member] | ||||
Inventory [Line Items] | ||||
Work in progress | 3,230 | 274 | 90 | |
Cannabis Extracts [Member] | ||||
Inventory [Line Items] | ||||
Finished goods | 8,556 | 7,003 | 2,081 | |
Other [Member] | ||||
Inventory [Line Items] | ||||
Finished goods | $ 260 | $ 283 | $ 1,018 | |
[1] | See Note 3. for information on the restatement adjustment as of December 31, 2020. |
PREPAIDS, ADVANCES AND OTHER (D
PREPAIDS, ADVANCES AND OTHER (Details) - Schedule of prepaids and advances - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of prepaids and advances [Abstract] | ||||
Prepaid expenses | $ 1,404 | $ 281 | ||
Deposits | 109 | 169 | ||
Other advances | 1,661 | 2,834 | ||
Total | $ 3,790 | $ 3,174 | [1] | $ 3,284 |
[1] | See Note 3. for information on the restatement adjustment as of December 31, 2020. |
INVESTMENTS (Details)
INVESTMENTS (Details) € / shares in Units, $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||
Jan. 31, 2019EUR (€) | Jan. 19, 2019USD ($) | Dec. 31, 2018EUR (€) | Jun. 30, 2021USD ($)$ / sharesshares | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($)$ / sharesshares | Jun. 30, 2021EUR (€) | Jun. 30, 2020USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2019EUR (€) | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($) | Jun. 30, 2021EUR (€)€ / sharesshares | Dec. 31, 2020€ / shares | Dec. 01, 2020 | Nov. 30, 2020 | Sep. 30, 2020EUR (€) | Sep. 30, 2019USD ($)shares | Sep. 30, 2019EUR (€)shares | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2018EUR (€)€ / sharesshares | Dec. 21, 2018USD ($)shares | Dec. 21, 2018EUR (€)€ / sharesshares | Aug. 31, 2017USD ($) | ||
INVESTMENTS (Details) [Line Items] | |||||||||||||||||||||||||
Share price (in Euro per share) | $ / shares | $ 10.15 | $ 10.15 | $ 8.90 | ||||||||||||||||||||||
Equity Method Investments | [1] | $ 376 | |||||||||||||||||||||||
Investments, increase investment for equity, option duration | 18 months | 18 months | |||||||||||||||||||||||
Goodwill | $ 18,508 | $ 18,508 | 18,508 | [1] | 20,190 | $ 18,508 | |||||||||||||||||||
Equity Method Investments, Additional, Shares (in Shares) | shares | 2,138 | 2,138 | |||||||||||||||||||||||
Investments, consideration transferred, net assets | 16.60% | 16.60% | |||||||||||||||||||||||
Gain (loss) on investments (in Dollars) | $ 67 | $ 228 | 464 | [1] | 756 | ||||||||||||||||||||
Income (Loss) from Equity Method Investments (in Dollars) | (14) | (5) | (25) | (16) | (4) | [1] | (96) | ||||||||||||||||||
Other comprehensive income (in Dollars) | |||||||||||||||||||||||||
Gain (Loss) on Derivative Instruments, Net, Pretax (in Dollars) | (13) | $ 657 | [1] | 421 | |||||||||||||||||||||
Class of Warrant or Right, Exercised (in Shares) | shares | 0 | ||||||||||||||||||||||||
Cansativa [Member] | |||||||||||||||||||||||||
INVESTMENTS (Details) [Line Items] | |||||||||||||||||||||||||
Equity Method Investments | 1,528 | 1,528 | $ 1,553 | $ 923 | |||||||||||||||||||||
Gain (loss) on investments (in Dollars) | 211 | ||||||||||||||||||||||||
Income (Loss) from Equity Method Investments (in Dollars) | 4 | 96 | |||||||||||||||||||||||
Investment at cost basis of aggregated amount | 1,553 | 1,701 | € 1,075 | ||||||||||||||||||||||
Gain loss on investment | 211 | ||||||||||||||||||||||||
Income (Loss) from equity method investments (in Dollars) | $ 14 | $ 5 | $ 25 | $ 16 | |||||||||||||||||||||
Lift & Co | |||||||||||||||||||||||||
INVESTMENTS (Details) [Line Items] | |||||||||||||||||||||||||
Investment at cost basis of aggregated amount | 376 | ||||||||||||||||||||||||
Lift & Co | |||||||||||||||||||||||||
INVESTMENTS (Details) [Line Items] | |||||||||||||||||||||||||
Equity Method Investments | |||||||||||||||||||||||||
Net assets | 876 | ||||||||||||||||||||||||
Goodwill | $ 800 | ||||||||||||||||||||||||
Investments, consideration transferred, net assets | 14.00% | ||||||||||||||||||||||||
Gain (loss) on investments (in Dollars) | 756 | ||||||||||||||||||||||||
Gain (Loss) on Derivative Instruments, Net, Pretax (in Dollars) | 308 | ||||||||||||||||||||||||
Warrants and Rights Outstanding (in Dollars) | 57 | ||||||||||||||||||||||||
Investment, Tranche Two [Member] | Cansativa [Member] | |||||||||||||||||||||||||
INVESTMENTS (Details) [Line Items] | |||||||||||||||||||||||||
Equity method investments initial amount fair value | € | € 322 | ||||||||||||||||||||||||
Investment, Tranche Three [Member] | Cansativa [Member] | |||||||||||||||||||||||||
INVESTMENTS (Details) [Line Items] | |||||||||||||||||||||||||
Investment gross | € | € 1,000 | ||||||||||||||||||||||||
Investment, Tranche One [Member] | Cansativa [Member] | |||||||||||||||||||||||||
INVESTMENTS (Details) [Line Items] | |||||||||||||||||||||||||
Investment gross | € | € 1,000 | ||||||||||||||||||||||||
Warrant | Lift & Co | |||||||||||||||||||||||||
INVESTMENTS (Details) [Line Items] | |||||||||||||||||||||||||
Derivative Asset (in Dollars) | 598 | ||||||||||||||||||||||||
Warrant | Lift & Co | |||||||||||||||||||||||||
INVESTMENTS (Details) [Line Items] | |||||||||||||||||||||||||
Gain (loss) on investments (in Dollars) | $ 233 | ||||||||||||||||||||||||
Maximum [Member] | Cansativa [Member] | |||||||||||||||||||||||||
INVESTMENTS (Details) [Line Items] | |||||||||||||||||||||||||
Percentage of interest held | 15.80% | ||||||||||||||||||||||||
Minimum [Member] | Cansativa [Member] | |||||||||||||||||||||||||
INVESTMENTS (Details) [Line Items] | |||||||||||||||||||||||||
Percentage of interest held | 14.22% | ||||||||||||||||||||||||
Seed Financing Round [Member] | |||||||||||||||||||||||||
INVESTMENTS (Details) [Line Items] | |||||||||||||||||||||||||
Shares issued (in Shares) | shares | 3,096 | 3,096 | |||||||||||||||||||||||
Percentage of interest held | 10.53% | 10.53% | 10.53% | 10.53% | |||||||||||||||||||||
Seed Financing Round [Member] | Cansativa [Member] | |||||||||||||||||||||||||
INVESTMENTS (Details) [Line Items] | |||||||||||||||||||||||||
Investments net | € | € 7,000 | € 7,000 | |||||||||||||||||||||||
Number of investment tranches | 3 | 3 | 3 | 3 | |||||||||||||||||||||
Investment gross | € | € 996.819 | € 999.915 | |||||||||||||||||||||||
Shares issued (in Shares) | shares | 3,096 | 3,096 | |||||||||||||||||||||||
Investments, fully diluted pre-money valuation | € | € 8,500 | ||||||||||||||||||||||||
Percentage of interest held | 10.53% | 10.53% | 10.53% | 10.53% | 10.53% | ||||||||||||||||||||
Payments to Acquire Investments | € | € 996.819 | € 3.1 | € 3.1 | ||||||||||||||||||||||
Share price (in Euro per share) | € / shares | € 1 | € 1 | |||||||||||||||||||||||
Equity Method Investments | $ 1,075 | € 999.915 | |||||||||||||||||||||||
Investments, initial amount | € | € 3.096 | 3.096 | |||||||||||||||||||||||
Equity Method Investments | € | 996.819 | 996.819 | |||||||||||||||||||||||
Investments, increase investment for equity, option duration | 18 months | ||||||||||||||||||||||||
Net assets | 1,100 | € 1,233 | $ 1,122 | 1,100 | |||||||||||||||||||||
Goodwill | € | € 465 | ||||||||||||||||||||||||
Investments, additional | $ 722 | € 650 | |||||||||||||||||||||||
Equity Method Investments, Additional, Shares (in Shares) | shares | 2,138 | 2,138 | |||||||||||||||||||||||
Investments, consideration transferred, net assets | 16.60% | 16.60% | |||||||||||||||||||||||
Investment at cost basis of aggregated amount | € | 999.915 | ||||||||||||||||||||||||
Goodwill | € | 465 | € 1,122 | |||||||||||||||||||||||
Seed Financing Round [Member] | Cansativa, Employee Stock Ownership Plan (ESOP) | Cansativa [Member] | |||||||||||||||||||||||||
INVESTMENTS (Details) [Line Items] | |||||||||||||||||||||||||
Percentage of interest held | 15.80% | 16.59% | |||||||||||||||||||||||
Seed Financing Round [Member] | Cansativa [Member] | |||||||||||||||||||||||||
INVESTMENTS (Details) [Line Items] | |||||||||||||||||||||||||
Shares issued (in Shares) | shares | 3,096 | 3,096 | |||||||||||||||||||||||
Investments, fully diluted pre-money valuation | € | € 8,500 | ||||||||||||||||||||||||
Seed Financing Round [Member] | Investment, Tranche Two [Member] | Cansativa [Member] | |||||||||||||||||||||||||
INVESTMENTS (Details) [Line Items] | |||||||||||||||||||||||||
Investment gross | € | 3,000 | 3,000 | |||||||||||||||||||||||
Equity method investments initial amount fair value | $ (450) | $ (450) | € 419 | $ (450) | 419 | ||||||||||||||||||||
Gain (loss) on investments (in Dollars) | $ 370 | ||||||||||||||||||||||||
Gain loss on investment | € | € 370 | ||||||||||||||||||||||||
Seed Financing Round [Member] | Investment, Tranche Three [Member] | Cansativa [Member] | |||||||||||||||||||||||||
INVESTMENTS (Details) [Line Items] | |||||||||||||||||||||||||
Investment gross | € | 3,000 | 3,000 | |||||||||||||||||||||||
Seed Financing Round [Member] | Investment, Tranche One [Member] | Cansativa [Member] | |||||||||||||||||||||||||
INVESTMENTS (Details) [Line Items] | |||||||||||||||||||||||||
Investment gross | $ 1,075 | € 999.915 | $ 1,075 | € 1,000 | |||||||||||||||||||||
Seed Financing Round [Member] | Maximum [Member] | Cansativa [Member] | |||||||||||||||||||||||||
INVESTMENTS (Details) [Line Items] | |||||||||||||||||||||||||
Percentage of interest held | 16.59% | ||||||||||||||||||||||||
Seed Financing Round [Member] | Minimum [Member] | Cansativa [Member] | |||||||||||||||||||||||||
INVESTMENTS (Details) [Line Items] | |||||||||||||||||||||||||
Percentage of interest held | 15.80% | ||||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||||
INVESTMENTS (Details) [Line Items] | |||||||||||||||||||||||||
Other comprehensive income (in Dollars) | |||||||||||||||||||||||||
Common Stock [Member] | Cansativa [Member] | |||||||||||||||||||||||||
INVESTMENTS (Details) [Line Items] | |||||||||||||||||||||||||
Number of shares registered and fully paid-in capital (in Shares) | shares | 26,318 | 26,318 | 26,318 | 26,318 | |||||||||||||||||||||
Common Stock [Member] | Lift & Co | |||||||||||||||||||||||||
INVESTMENTS (Details) [Line Items] | |||||||||||||||||||||||||
Gain (Loss) on Derivative Instruments, Net, Pretax (in Dollars) | 319 | ||||||||||||||||||||||||
Preferred Stock [Member] | |||||||||||||||||||||||||
INVESTMENTS (Details) [Line Items] | |||||||||||||||||||||||||
Other comprehensive income (in Dollars) | |||||||||||||||||||||||||
Preferred Stock [Member] | Cansativa [Member] | |||||||||||||||||||||||||
INVESTMENTS (Details) [Line Items] | |||||||||||||||||||||||||
Shares issued, price per share | € / shares | € 543.31 | ||||||||||||||||||||||||
Preferred Stock [Member] | Seed Financing Round [Member] | |||||||||||||||||||||||||
INVESTMENTS (Details) [Line Items] | |||||||||||||||||||||||||
Shares issued, price per share | € / shares | € 322.97 | ||||||||||||||||||||||||
Preferred Stock [Member] | Seed Financing Round [Member] | Cansativa [Member] | |||||||||||||||||||||||||
INVESTMENTS (Details) [Line Items] | |||||||||||||||||||||||||
Percentage of interest held | 14.22% | ||||||||||||||||||||||||
Preferred Stock [Member] | Seed Financing Round [Member] | Cansativa [Member] | |||||||||||||||||||||||||
INVESTMENTS (Details) [Line Items] | |||||||||||||||||||||||||
Shares issued, price per share | € / shares | € 322.97 | ||||||||||||||||||||||||
Preferred Stock [Member] | Seed Financing Round [Member] | Investment, Tranche Two [Member] | Cansativa [Member] | |||||||||||||||||||||||||
INVESTMENTS (Details) [Line Items] | |||||||||||||||||||||||||
Shares issued, price per share | (per share) | € 322.97 | $ 322.97 | € 322.97 | ||||||||||||||||||||||
Share price (in Euro per share) | € / shares | € 1 | € 1 | |||||||||||||||||||||||
Investment, option, stock issued for additional investment, shares, new issues (in Shares) | shares | 9,289 | 9,289 | 9,289 | 9,289 | 9,289 | ||||||||||||||||||||
Investment, option, stock issued for additional investment, amount, new issues | € | € 3,000.06833 | € 3,000.06833 | |||||||||||||||||||||||
Equity method investments, option exercised, entitled to subscribe to additional shares (in Shares) | shares | 578 | 578 | 578 | 578 | 578 | ||||||||||||||||||||
Preferred Stock [Member] | Cansativa [Member] | Seed Financing Round [Member] | |||||||||||||||||||||||||
INVESTMENTS (Details) [Line Items] | |||||||||||||||||||||||||
Percentage of interest held | 15.80% | ||||||||||||||||||||||||
Retained Earnings/(Deficit) | |||||||||||||||||||||||||
INVESTMENTS (Details) [Line Items] | |||||||||||||||||||||||||
Other comprehensive income (in Dollars) | $ 1,191 | ||||||||||||||||||||||||
Northern Swan Holdings, Inc | Lift & Co | |||||||||||||||||||||||||
INVESTMENTS (Details) [Line Items] | |||||||||||||||||||||||||
Sale of Stock, Percentage of Ownership after Transaction | 8.00% | ||||||||||||||||||||||||
Accounting Standards Update 2016-01 | Retained Earnings/(Deficit) | Lift & Co | |||||||||||||||||||||||||
INVESTMENTS (Details) [Line Items] | |||||||||||||||||||||||||
Other comprehensive income (in Dollars) | $ 1,191 | ||||||||||||||||||||||||
[1] | See Note 3. for information on the restatement adjustment as of December 31, 2020. |
BUSINESS COMBINATIONS (Details)
BUSINESS COMBINATIONS (Details) $ / shares in Units, $ in Thousands | Dec. 18, 2020USD ($)$ / shares | Aug. 15, 2019USD ($) | Jun. 05, 2019USD ($) | Apr. 30, 2019USD ($) | Apr. 04, 2019USD ($) | Mar. 18, 2019USD ($) | Dec. 18, 2020USD ($)$ / shares | Jan. 31, 2019USD ($) | Jun. 30, 2021USD ($)$ / sharesshares | Jun. 30, 2020USD ($) | Apr. 30, 2019USD ($) | Jun. 30, 2021USD ($)$ / sharesshares | Jun. 30, 2020USD ($) | Dec. 31, 2020USD ($)shares | Dec. 31, 2019USD ($) | Nov. 09, 2020USD ($) | Jul. 31, 2020USD ($) | Oct. 31, 2019 | |
BUSINESS COMBINATIONS (Details) [Line Items] | |||||||||||||||||||
Total consideration transferred | $ 13,429 | ||||||||||||||||||
Business acquisition, stock, conversion ratio | 0.3288 | ||||||||||||||||||
Debt instrument, face amount | $ 483 | $ 741 | $ 483 | $ 741 | $ 3,000 | $ 4,162 | |||||||||||||
Interest expense, net | 920 | 953 | 1,898 | 1,789 | $ 4,455 | [1] | $ 2,684 | ||||||||||||
Amortization of intangible assets | 391 | $ 227 | 781 | $ 438 | 1,231 | 581 | |||||||||||||
Non-controlling interest | |||||||||||||||||||
Clever Leaves [Member] | |||||||||||||||||||
BUSINESS COMBINATIONS (Details) [Line Items] | |||||||||||||||||||
Total consideration transferred | $ 3,100 | $ 3,100 | |||||||||||||||||
Herbal Brands, Inc. | |||||||||||||||||||
BUSINESS COMBINATIONS (Details) [Line Items] | |||||||||||||||||||
Total consideration transferred | 13,429 | ||||||||||||||||||
Goodwill, expected tax deductible amount | 0 | $ 0 | |||||||||||||||||
Eagle Canada Holdings, Inc. (“Eagle Canada”) | |||||||||||||||||||
BUSINESS COMBINATIONS (Details) [Line Items] | |||||||||||||||||||
Percentage ownership | 70.00% | ||||||||||||||||||
NS US Holdings, Inc. [Member] | |||||||||||||||||||
BUSINESS COMBINATIONS (Details) [Line Items] | |||||||||||||||||||
Percentage of contributed stock, issued and outstanding | 100.00% | 100.00% | |||||||||||||||||
Schultze Special Purpose Acquisition Corp. [Member] | Clever Leaves [Member] | |||||||||||||||||||
BUSINESS COMBINATIONS (Details) [Line Items] | |||||||||||||||||||
Percentage of contributed stock, issued and outstanding | 100.00% | 100.00% | |||||||||||||||||
NS US Holdings, Inc. [Member] | Clever Leaves [Member] | |||||||||||||||||||
BUSINESS COMBINATIONS (Details) [Line Items] | |||||||||||||||||||
Percentage of contributed stock, issued and outstanding | 100.00% | 100.00% | |||||||||||||||||
Northern Swan International, Inc. (“NSI”) | Eagle Canada Holdings, Inc. (“Eagle Canada”) | |||||||||||||||||||
BUSINESS COMBINATIONS (Details) [Line Items] | |||||||||||||||||||
Payments to acquire businesses and interest in affiliates | $ 5,000 | $ 6,400 | $ 2,000 | $ 5,000 | $ 3,000 | ||||||||||||||
Adjustment to non-controlling interest | 1,752 | ||||||||||||||||||
Adjustment to non-controlling interest, consideration paid | $ 19,648 | $ 10,928 | |||||||||||||||||
Triggering event, percentage of offered shares to purchase | 10.00% | ||||||||||||||||||
Conversion of common stock (in Shares) | shares | 1,562,339 | ||||||||||||||||||
Conversion of common stock, secondary sale (in Shares) | shares | 287,564 | ||||||||||||||||||
Non-controlling interest | $ 4,695 | ||||||||||||||||||
Pro Forma | Herbal Brands, Inc. | |||||||||||||||||||
BUSINESS COMBINATIONS (Details) [Line Items] | |||||||||||||||||||
Cost of sales | 2,200 | ||||||||||||||||||
Acquisition related costs | $ 900 | ||||||||||||||||||
Interest expense, net | 300 | ||||||||||||||||||
Amortization of intangible assets | 300 | ||||||||||||||||||
Herbal Brands Loan, non-revolving | Herbal Brands, Inc. | |||||||||||||||||||
BUSINESS COMBINATIONS (Details) [Line Items] | |||||||||||||||||||
Debt instrument, face amount | $ 8,500 | $ 8,500 | |||||||||||||||||
Debt instrument, term | 4 years | ||||||||||||||||||
Interest rate | 8.00% | 8.00% | |||||||||||||||||
GoodWill | Herbal Brands, Inc. | |||||||||||||||||||
BUSINESS COMBINATIONS (Details) [Line Items] | |||||||||||||||||||
Acquired workforce | $ 550 | $ 550 | |||||||||||||||||
Private Investment in Public Equity [Member] | Schultze Special Purpose Acquisition Corp. [Member] | Clever Leaves [Member] | |||||||||||||||||||
BUSINESS COMBINATIONS (Details) [Line Items] | |||||||||||||||||||
Purchase of shares | $ 8,881 | $ 8,881 | $ 8,881 | $ 8,881 | |||||||||||||||
Purchase of shares (in Dollars per share) | $ / shares | $ 9.50 | $ 9.50 | $ 9.50 | $ 9.50 | |||||||||||||||
Satisfaction, accrued and outstanding interest | $ 2,881 | ||||||||||||||||||
Shares issued (in Shares) | shares | 934,819 | 934,819 | 934,819 | ||||||||||||||||
Business acquisition, stock, conversion ratio | 1 | ||||||||||||||||||
Private Investment in Public Equity [Member] | Convertible Notes, 2022 | Schultze Special Purpose Acquisition Corp. [Member] | Clever Leaves [Member] | |||||||||||||||||||
BUSINESS COMBINATIONS (Details) [Line Items] | |||||||||||||||||||
Satisfaction, accrued and outstanding interest | $ 2,881 | ||||||||||||||||||
[1] | See Note 3. for information on the restatement adjustment as of December 31, 2020. |
BUSINESS COMBINATIONS (Detail_2
BUSINESS COMBINATIONS (Details) - Schedule of reconciliation of elements of business combination - Clever Leaves [Member] - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Dec. 31, 2020 | |||
BUSINESS COMBINATIONS (Details) - Schedule of reconciliation of elements of business combination [Line Items] | ||||
Cash – SAMA trust and cash, net of redemptions | $ 86,644 | $ 86,644 | [1] | |
Cash – SAMA PIPE | 6,000 | 6,000 | [1] | |
Non-cash PIK | (2,881) | (2,881) | [1] | |
Cash assumed from SAMA | 698 | 698 | [1] | |
Cash consideration to certain Clever Leaves shareholders | [1] | (3,057) | ||
Less: transaction costs and advisory fees | (13,895) | (13,895) | [1] | |
Net Business Combination | 73,509 | 73,509 | [1] | |
Non-cash PIK | [1] | 2,881 | ||
Deferred issuance costs | 1,503 | 1,503 | [1] | |
Warrant liability | (29,841) | (29,841) | [1] | |
Net liabilities assumed from SAMA | $ (258) | (258) | [1] | |
Net contributions from Business Combination | [1] | $ 47,794 | ||
[1] | Following the SEC statement in April 2021, the Company determined that the private warrants should be classified as a liability. Refer to Note 3. for more information and the impact on the Company’s financial statements. |
BUSINESS COMBINATIONS (Detail_3
BUSINESS COMBINATIONS (Details) - Schedule of recognized identified assets acquired and liabilities assumed - Herbal Brands, Inc. [Member] $ in Thousands | Apr. 30, 2019USD ($) |
BUSINESS COMBINATIONS (Details) - Schedule of recognized identified assets acquired and liabilities assumed [Line Items] | |
Current assets | $ 293 |
Inventory | 4,640 |
Capital assets | 9 |
Goodwill | 1,682 |
Total assets acquired | 13,715 |
Current liabilities | 286 |
Total liabilities acquired | 286 |
Total consideration transferred | 13,429 |
Customer Contracts [Member] | |
BUSINESS COMBINATIONS (Details) - Schedule of recognized identified assets acquired and liabilities assumed [Line Items] | |
Intangible | 925 |
Customer Relationships [Member] | |
BUSINESS COMBINATIONS (Details) - Schedule of recognized identified assets acquired and liabilities assumed [Line Items] | |
Intangible | 1,000 |
Customer Lists [Member] | |
BUSINESS COMBINATIONS (Details) - Schedule of recognized identified assets acquired and liabilities assumed [Line Items] | |
Intangible | 650 |
Brands [Member] | |
BUSINESS COMBINATIONS (Details) - Schedule of recognized identified assets acquired and liabilities assumed [Line Items] | |
Intangible | 4,500 |
Product Formulations [Member] | |
BUSINESS COMBINATIONS (Details) - Schedule of recognized identified assets acquired and liabilities assumed [Line Items] | |
Intangible | $ 16 |
BUSINESS COMBINATIONS (Detail_4
BUSINESS COMBINATIONS (Details) - Schedule of finite-lived intangible assets acquired as part of business combination - Herbal Brands, Inc. [Member] $ in Thousands | 12 Months Ended |
Apr. 30, 2019USD ($) | |
Finite-lived intangible assets: | |
Finite-lived intangible assets acquired | $ 7,091 |
Customer Contracts [Member] | |
Finite-lived intangible assets: | |
Finite-lived intangible assets acquired | $ 925 |
Weighted- Average Remaining Useful Life | 8 years 8 months 12 days |
Customer Relationships [Member] | |
Finite-lived intangible assets: | |
Finite-lived intangible assets acquired | $ 1,000 |
Weighted- Average Remaining Useful Life | 5 years 7 months 6 days |
Customer Lists [Member] | |
Finite-lived intangible assets: | |
Finite-lived intangible assets acquired | $ 650 |
Weighted- Average Remaining Useful Life | 5 years |
Brand [Member] | |
Finite-lived intangible assets: | |
Finite-lived intangible assets acquired | $ 4,500 |
Weighted- Average Remaining Useful Life | 10 years |
Product Formulations [Member] | |
Finite-lived intangible assets: | |
Finite-lived intangible assets acquired | $ 16 |
Weighted- Average Remaining Useful Life | 5 years |
BUSINESS COMBINATIONS (Detail_5
BUSINESS COMBINATIONS (Details) - Schedule of business acquisition, pro forma information $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Schedule of business acquisition, pro forma information [Abstract] | |
Net Sales | $ 12,774 |
Loss from operations, before income taxes | $ (43,432) |
INTANGIBLE ASSETS (Details)
INTANGIBLE ASSETS (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
INTANGIBLE ASSETS (Details) [Line Items] | ||||||
Amortization of intangible assets | $ 391 | $ 227 | $ 781 | $ 438 | $ 1,231 | $ 581 |
Asset impairment charges | 0 | 0 | ||||
Herbal Brands [Member] | ||||||
INTANGIBLE ASSETS (Details) [Line Items] | ||||||
Finite-lived intangible assets acquired | $ 7,091 | |||||
GNC Holdings, Inc. [Member] | ||||||
INTANGIBLE ASSETS (Details) [Line Items] | ||||||
Inventory reserve | $ 86 | $ 86 | ||||
Licenses [Member[ | ||||||
INTANGIBLE ASSETS (Details) [Line Items] | ||||||
Indefinite-lived intangible assets acquired | $ 19,000 | $ 19,000 | $ 19,000 |
INTANGIBLE ASSETS (Details) - S
INTANGIBLE ASSETS (Details) - Schedule of finite-lived and indefinite-lived intangible assets - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Finite-lived intangible assets: | ||||
Gross Carrying Amount | $ 26,091 | $ 26,091 | $ 26,091 | |
Accumulated Amortization | 2,593 | 1,812 | 581 | |
Net Carrying Amount | 23,498 | 24,279 | [1] | 25,510 |
Finite-Lived Intangible Assets [Member] | ||||
Finite-lived intangible assets: | ||||
Gross Carrying Amount | 7,091 | 7,091 | 7,091 | |
Accumulated Amortization | 2,593 | 1,812 | 581 | |
Net Carrying Amount | 4,498 | 5,279 | 6,510 | |
Finite-Lived Intangible Assets [Member] | Customer Contracts [Member] | ||||
Finite-lived intangible assets: | ||||
Gross Carrying Amount | 925 | 925 | 925 | |
Accumulated Amortization | 925 | 525 | 71 | |
Net Carrying Amount | $ 400 | $ 854 | ||
Weighted-Average Useful Life (in Years) | 0 years | 6 months | 8 years | |
Finite-Lived Intangible Assets [Member] | Customer Relationships [Member] | ||||
Finite-lived intangible assets: | ||||
Gross Carrying Amount | $ 1,000 | $ 1,000 | $ 1,000 | |
Accumulated Amortization | 395 | 304 | 122 | |
Net Carrying Amount | $ 605 | $ 696 | $ 878 | |
Weighted-Average Useful Life (in Years) | 3 years 10 months 24 days | 4 years 4 months 24 days | 5 years 2 months 12 days | |
Finite-Lived Intangible Assets [Member] | Customer Lists [Member] | ||||
Finite-lived intangible assets: | ||||
Gross Carrying Amount | $ 650 | $ 650 | $ 650 | |
Accumulated Amortization | 282 | 217 | 87 | |
Net Carrying Amount | $ 368 | $ 433 | $ 563 | |
Weighted-Average Useful Life (in Years) | 2 years 9 months 18 days | 3 years 3 months 18 days | 4 years 3 months 18 days | |
Finite-Lived Intangible Assets [Member] | Brand [Member] | ||||
Finite-lived intangible assets: | ||||
Gross Carrying Amount | $ 4,516 | $ 4,516 | $ 4,516 | |
Accumulated Amortization | 991 | 766 | 302 | |
Net Carrying Amount | $ 3,525 | $ 3,750 | $ 4,214 | |
Weighted-Average Useful Life (in Years) | 7 years 9 months 18 days | 8 years 3 months 18 days | 9 years 3 months 18 days | |
Indefinite-lived Intangible Assets [Member] | ||||
Finite-lived intangible assets: | ||||
Gross Carrying Amount | $ 19,000 | $ 19,000 | ||
Accumulated Amortization | ||||
Net Carrying Amount | $ 19,000 | 19,000 | ||
Licensing Agreements [Member] | Indefinite-lived Intangible Assets [Member] | ||||
Finite-lived intangible assets: | ||||
Gross Carrying Amount | 19,000 | $ 19,000 | ||
Accumulated Amortization | ||||
Net Carrying Amount | $ 19,000 | $ 19,000 | ||
[1] | See Note 3. for information on the restatement adjustment as of December 31, 2020. |
INTANGIBLE ASSETS (Details) -_2
INTANGIBLE ASSETS (Details) - Schedule of finite-lived intangible assets amortization expense - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Schedule of finite-lived intangible assets amortization expense [Abstract] | ||
2021 | $ 382 | $ 1,164 |
2022 | 795 | 764 |
2023 | 715 | 702 |
2024 | 542 | 585 |
2025 | 572 | 542 |
Thereafter | 1,492 | 1,522 |
Total | $ 4,498 | $ 5,279 |
GOODWILL (Details)
GOODWILL (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Mar. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |||
GOODWILL (Details) [Line Items] | ||||||||
Goodwill impairment | $ 1,682 | $ 1,682 | [1],[2] | [1] | ||||
Good will | 18,508 | 18,508 | [2] | 20,190 | $ 18,508 | |||
Non-Cannabinoid [Member] | ||||||||
GOODWILL (Details) [Line Items] | ||||||||
Goodwill impairment | $ 1,682 | 1,682 | 1,682 | |||||
Good will | $ 1,682 | |||||||
Discounted Future Cash Flow [Member] | ||||||||
GOODWILL (Details) [Line Items] | ||||||||
Impairment analysis, weighted-average cost of capital | 19.00% | 19.00% | ||||||
Impairment analysis, perpetual growth rate | 2.00% | 2.00% | ||||||
[1] | See Note 3. for information on the restatement adjustment as of December 31, 2020 and on the reclassification adjustment as of December 31, 2019. | |||||||
[2] | See Note 3. for information on the restatement adjustment as of December 31, 2020. |
GOODWILL (Details) - Schedule o
GOODWILL (Details) - Schedule of changes in goodwill - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Mar. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | ||||
Goodwill [Line Items] | ||||||||
Beginning balance | $ 20,190 | $ 18,508 | [1] | $ 20,190 | $ 20,190 | $ 18,508 | ||
Additions | 1,682 | |||||||
Impairment | (1,682) | (1,682) | [1],[2] | [2] | ||||
Ending balance | 18,508 | 18,508 | [1] | 20,190 | ||||
Cannabinoid [Member] | ||||||||
Goodwill [Line Items] | ||||||||
Beginning balance | 18,508 | 18,508 | 18,508 | 18,508 | 18,508 | |||
Additions | ||||||||
Impairment | ||||||||
Ending balance | 18,508 | 18,508 | 18,508 | |||||
Non- Cannabinoid [Member] | ||||||||
Goodwill [Line Items] | ||||||||
Beginning balance | 1,682 | $ 1,682 | 1,682 | |||||
Additions | 1,682 | |||||||
Impairment | (1,682) | (1,682) | (1,682) | |||||
Ending balance | $ 1,682 | |||||||
[1] | See Note 3. for information on the restatement adjustment as of December 31, 2020. | |||||||
[2] | See Note 3. for information on the restatement adjustment as of December 31, 2020 and on the reclassification adjustment as of December 31, 2019. |
PROPERTY, PLANT AND EQUIPMENT_3
PROPERTY, PLANT AND EQUIPMENT, NET (Details) - Schedule of property, plant and equipment - USD ($) $ in Thousands | 12 Months Ended | |||||
Dec. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2021 | Dec. 31, 2018 | |||
Property, Plant and Equipment [Line Items] | ||||||
Property, plant and equipment, cost, beginning balance | $ 25,372 | $ 6,688 | ||||
Additions from business acquisitions | 9 | |||||
Additions | 18,675 | |||||
Property, plant and equipment, cost, ending balance | 29,037 | 25,372 | ||||
Property, plant and equipment, accumulated depreciation, beginning balance | 997 | 99 | ||||
Depreciation(a) | 2,359 | [1] | 898 | [2] | ||
Property, plant and equipment, accumulated depreciation, ending balance | 3,356 | 997 | ||||
Property, plant and equipment, net book value | 25,680 | [3] | 24,374 | $ 28,704 | $ 6,588 | |
Additions, net | 3,665 | |||||
Land | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property, plant and equipment, cost, beginning balance | 4,698 | 1,439 | ||||
Additions from business acquisitions | ||||||
Additions | 3,259 | |||||
Property, plant and equipment, cost, ending balance | 5,065 | 4,698 | ||||
Property, plant and equipment, accumulated depreciation, beginning balance | ||||||
Depreciation(a) | [1] | [2] | ||||
Property, plant and equipment, accumulated depreciation, ending balance | ||||||
Property, plant and equipment, net book value | 5,065 | 4,698 | 1,439 | |||
Additions, net | 367 | |||||
Buildings & warehouse | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property, plant and equipment, cost, beginning balance | 5,313 | 2,498 | ||||
Additions from business acquisitions | ||||||
Additions | 2,815 | |||||
Property, plant and equipment, cost, ending balance | 8,464 | 5,313 | ||||
Property, plant and equipment, accumulated depreciation, beginning balance | 127 | 16 | ||||
Depreciation(a) | 560 | [1] | 111 | [2] | ||
Property, plant and equipment, accumulated depreciation, ending balance | 687 | 127 | ||||
Property, plant and equipment, net book value | 7,777 | 5,186 | 2,482 | |||
Additions, net | 3,151 | |||||
Laboratory equipment | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property, plant and equipment, cost, beginning balance | 3,336 | 1,573 | ||||
Additions from business acquisitions | ||||||
Additions | 1,763 | |||||
Property, plant and equipment, cost, ending balance | 5,942 | 3,336 | ||||
Property, plant and equipment, accumulated depreciation, beginning balance | 311 | 10 | ||||
Depreciation(a) | 526 | [1] | 301 | [2] | ||
Property, plant and equipment, accumulated depreciation, ending balance | 837 | 311 | ||||
Property, plant and equipment, net book value | 5,105 | 3,025 | 1,563 | |||
Additions, net | 2,606 | |||||
Agricultural equipment | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property, plant and equipment, cost, beginning balance | 1,904 | 41 | ||||
Additions from business acquisitions | ||||||
Additions | 1,863 | |||||
Property, plant and equipment, cost, ending balance | 1,904 | 1,904 | ||||
Property, plant and equipment, accumulated depreciation, beginning balance | 172 | 2 | ||||
Depreciation(a) | 438 | [1] | 170 | [2] | ||
Property, plant and equipment, accumulated depreciation, ending balance | 610 | 172 | ||||
Property, plant and equipment, net book value | 1,294 | 1,732 | 39 | |||
Additions, net | ||||||
Computer equipment | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property, plant and equipment, cost, beginning balance | 1,199 | 324 | ||||
Additions from business acquisitions | ||||||
Additions | 875 | |||||
Property, plant and equipment, cost, ending balance | 1,535 | 1,199 | ||||
Property, plant and equipment, accumulated depreciation, beginning balance | 232 | 52 | ||||
Depreciation(a) | 518 | [1] | 180 | [2] | ||
Property, plant and equipment, accumulated depreciation, ending balance | 750 | 232 | ||||
Property, plant and equipment, net book value | 785 | 967 | 272 | |||
Additions, net | 336 | |||||
Furniture & appliances | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property, plant and equipment, cost, beginning balance | 692 | 104 | ||||
Additions from business acquisitions | ||||||
Additions | 588 | |||||
Property, plant and equipment, cost, ending balance | 819 | 692 | ||||
Property, plant and equipment, accumulated depreciation, beginning balance | 102 | 2 | ||||
Depreciation(a) | 209 | [1] | 100 | [2] | ||
Property, plant and equipment, accumulated depreciation, ending balance | 311 | 102 | ||||
Property, plant and equipment, net book value | 508 | 590 | 102 | |||
Additions, net | 127 | |||||
Construction- in-progress | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property, plant and equipment, cost, beginning balance | 7,450 | 624 | ||||
Additions from business acquisitions | ||||||
Additions | 6,826 | |||||
Property, plant and equipment, cost, ending balance | 4,288 | 7,450 | ||||
Property, plant and equipment, accumulated depreciation, beginning balance | ||||||
Depreciation(a) | [1] | [2] | ||||
Property, plant and equipment, accumulated depreciation, ending balance | ||||||
Property, plant and equipment, net book value | 4,288 | 7,450 | 624 | |||
Additions, net | (3,162) | |||||
Other | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property, plant and equipment, cost, beginning balance | 780 | 84 | ||||
Additions from business acquisitions | 9 | |||||
Additions | 687 | |||||
Property, plant and equipment, cost, ending balance | 1,020 | 780 | ||||
Property, plant and equipment, accumulated depreciation, beginning balance | 54 | 17 | ||||
Depreciation(a) | 108 | [1] | 37 | [2] | ||
Property, plant and equipment, accumulated depreciation, ending balance | 162 | 54 | ||||
Property, plant and equipment, net book value | 858 | $ 726 | $ 67 | |||
Additions, net | $ 240 | |||||
[1] | Includes approximately $1,050 and $685 of depreciation included in inventory and cost of goods sold, respectively. | |||||
[2] | Includes approximately $100 and $nil of depreciation included in inventory and cost of goods sold, respectively. | |||||
[3] | See Note 3. for information on the restatement adjustment as of December 31, 2020. |
DEBT (Details)
DEBT (Details) $ / shares in Units, $ in Thousands | Dec. 18, 2020USD ($)$ / shares | Nov. 09, 2020USD ($)shares | May 03, 2019USD ($)$ / sharesshares | Jan. 31, 2021EUR (€) | Dec. 18, 2020USD ($)$ / shares | Nov. 30, 2020USD ($)$ / sharesshares | Oct. 31, 2020USD ($)$ / shares | Aug. 31, 2020USD ($)$ / sharesshares | Jul. 31, 2020USD ($)$ / shares | Sep. 30, 2019 | Aug. 31, 2019USD ($)$ / sharesshares | Apr. 30, 2019USD ($)$ / sharesshares | Oct. 31, 2018USD ($)shares | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($) | Jan. 01, 2021 | Dec. 17, 2020$ / shares | Mar. 31, 2020 | Mar. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($) | ||
DEBT (Details) [Line Items] | ||||||||||||||||||||||||||
Debt issuance costs, net | $ 741 | $ 1,183 | ||||||||||||||||||||||||
Debt instrument, face amount | $ 3,000 | $ 4,162 | $ 483 | $ 741 | $ 483 | $ 741 | ||||||||||||||||||||
Aggregate gross proceeds | $ 5,000 | |||||||||||||||||||||||||
Percentage of conversion price | 30.00% | 20.00% | ||||||||||||||||||||||||
Derivative liability, redemption feature probability | 80.00% | |||||||||||||||||||||||||
Embedded derivative, carrying value | $ 14,000 | |||||||||||||||||||||||||
Loss on debt extinguishment | [1] | (2,360) | (3,374) | |||||||||||||||||||||||
Loans and borrowings | 33,678 | 33,678 | 33,843 | 33,728 | ||||||||||||||||||||||
Convertible debt | 27,142 | [2] | 26,566 | |||||||||||||||||||||||
Option, equity financing, pro rata share of total securities issued | 25.00% | 25.00% | ||||||||||||||||||||||||
Loans and borrowings | 6,559 | 6,559 | $ 6,701 | 7,162 | ||||||||||||||||||||||
Strike price (in Dollars per share) | $ / shares | $ 13 | $ 13 | $ 8.90 | |||||||||||||||||||||||
Loss on fair value of derivative instrument | (13) | $ 657 | [2] | 421 | ||||||||||||||||||||||
Neem Holdings | ||||||||||||||||||||||||||
DEBT (Details) [Line Items] | ||||||||||||||||||||||||||
Number of securities called by warrants or rights (in Shares) | shares | 300,000 | |||||||||||||||||||||||||
Portugal Line of Credit [Member] | ||||||||||||||||||||||||||
DEBT (Details) [Line Items] | ||||||||||||||||||||||||||
Interest rate | 3.00% | |||||||||||||||||||||||||
Borrowing amount (in Euro) | € | € 1,000,000 | |||||||||||||||||||||||||
Repayment of principal amount (in Euro) | € | € 62,500 | |||||||||||||||||||||||||
Series C Convertible Debentures | ||||||||||||||||||||||||||
DEBT (Details) [Line Items] | ||||||||||||||||||||||||||
Debt instrument, qualified financing, gross proceeds | 5,000 | |||||||||||||||||||||||||
Series D Convertible Notes Due March 2022 | ||||||||||||||||||||||||||
DEBT (Details) [Line Items] | ||||||||||||||||||||||||||
Quarterly interest, satisfaction of payment through issued of common stock, percentage | 95.00% | 95.00% | ||||||||||||||||||||||||
Series D Convertible Notes Due March 2022 | Series C Preferred Stock [Member] | ||||||||||||||||||||||||||
DEBT (Details) [Line Items] | ||||||||||||||||||||||||||
Loans and borrowings | $ 30,258 | |||||||||||||||||||||||||
Series D Convertible Notes Due March 2022 | Series D convertible debt | ||||||||||||||||||||||||||
DEBT (Details) [Line Items] | ||||||||||||||||||||||||||
Convertible debt | 27,750 | |||||||||||||||||||||||||
September 2023 Convertible Debentures | ||||||||||||||||||||||||||
DEBT (Details) [Line Items] | ||||||||||||||||||||||||||
Debt instrument, face amount | $ 1,230 | |||||||||||||||||||||||||
Derivative instrument liability | $ 570 | |||||||||||||||||||||||||
Derivative liability, redemption feature probability | 43.00% | |||||||||||||||||||||||||
Embedded derivative, carrying value | $ 2,160 | |||||||||||||||||||||||||
Loss on debt extinguishment | $ 570 | |||||||||||||||||||||||||
Interest rate | 8.00% | |||||||||||||||||||||||||
Election to convert accrued and unpaid interest to common stock (in Dollars per share) | $ / shares | $ 5.95 | |||||||||||||||||||||||||
Accrued and unpaid interest to common stock, redemption feature | 70.00% | |||||||||||||||||||||||||
Loss on fair value of derivative instrument | $ 600 | |||||||||||||||||||||||||
September 2023 Convertible Debentures | Clever Leaves | ||||||||||||||||||||||||||
DEBT (Details) [Line Items] | ||||||||||||||||||||||||||
Debt instrument, face amount | $ 2,730 | |||||||||||||||||||||||||
September 2023 Convertible Debentures | Class A | ||||||||||||||||||||||||||
DEBT (Details) [Line Items] | ||||||||||||||||||||||||||
Convertible, conversion price (in Dollars per share) | $ / shares | $ 2.303 | |||||||||||||||||||||||||
Series D Convertible Notes due March 2022 [Member] | ||||||||||||||||||||||||||
DEBT (Details) [Line Items] | ||||||||||||||||||||||||||
Quarterly interest, satisfaction of payment through issued of common stock, percentage | 95.00% | 95.00% | ||||||||||||||||||||||||
Series D Convertible Notes due March 2022 [Member] | Series C Preferred Stock [Member] | ||||||||||||||||||||||||||
DEBT (Details) [Line Items] | ||||||||||||||||||||||||||
Loans and borrowings | 30,258 | |||||||||||||||||||||||||
Series C Financing | ||||||||||||||||||||||||||
DEBT (Details) [Line Items] | ||||||||||||||||||||||||||
Debt instrument, face amount | $ 18,000 | |||||||||||||||||||||||||
Maturity date | Sep. 30, 2021 | |||||||||||||||||||||||||
Derivative instrument liability | $ 3,900 | |||||||||||||||||||||||||
Series C Financing | Series C Convertible Debentures | ||||||||||||||||||||||||||
DEBT (Details) [Line Items] | ||||||||||||||||||||||||||
Derivative instrument liability | $ 4,400 | |||||||||||||||||||||||||
Series D Financing [Member] | Series C Preferred Stock [Member] | ||||||||||||||||||||||||||
DEBT (Details) [Line Items] | ||||||||||||||||||||||||||
Embedded derivative, carrying value | 4,475 | |||||||||||||||||||||||||
Conversion | $ 17,890 | |||||||||||||||||||||||||
Conversion (in Shares) | shares | 2,546,670 | |||||||||||||||||||||||||
Interest expense, debt | 300 | |||||||||||||||||||||||||
Loss on debt extinguishment | 3,374 | |||||||||||||||||||||||||
Embedded derivative, loss on embedded derivative | 133 | |||||||||||||||||||||||||
Series D Financing [Member] | Series D Convertible Notes Due March 2022 | ||||||||||||||||||||||||||
DEBT (Details) [Line Items] | ||||||||||||||||||||||||||
Debt instrument, face amount | $ 27,750 | |||||||||||||||||||||||||
Interest rate | 10.00% | 8.00% | ||||||||||||||||||||||||
Common stock shares, guaranteed and secured (in Shares) | shares | 1,300,002 | |||||||||||||||||||||||||
Convertible, common shares, minimum | $ 1,000 | |||||||||||||||||||||||||
Convertible, conversion price (in Dollars per share) | $ / shares | $ 30.62 | $ 30.62 | $ 11 | $ 11 | ||||||||||||||||||||||
Share price, trigger event (in Dollars per share) | $ / shares | $ 13.54 | |||||||||||||||||||||||||
Series D Financing [Member] | Series D Convertible Notes due March 2022 [Member] | ||||||||||||||||||||||||||
DEBT (Details) [Line Items] | ||||||||||||||||||||||||||
Debt instrument, face amount | $ 27,750 | |||||||||||||||||||||||||
Interest rate | 10.00% | 8.00% | ||||||||||||||||||||||||
Common stock shares, guaranteed and secured (in Shares) | shares | 1,300,002 | |||||||||||||||||||||||||
Convertible, common shares, minimum | $ 1,000 | |||||||||||||||||||||||||
Convertible, conversion price (in Dollars per share) | $ / shares | $ 11 | |||||||||||||||||||||||||
Share price, trigger event (in Dollars per share) | $ / shares | 13.54 | |||||||||||||||||||||||||
Series D Financing [Member] | Minimum [Member] | Series D Convertible Notes Due March 2022 | ||||||||||||||||||||||||||
DEBT (Details) [Line Items] | ||||||||||||||||||||||||||
Share price, trigger event (in Dollars per share) | $ / shares | 13.54 | |||||||||||||||||||||||||
Series D Financing [Member] | Minimum [Member] | Series D Convertible Notes due March 2022 [Member] | ||||||||||||||||||||||||||
DEBT (Details) [Line Items] | ||||||||||||||||||||||||||
Share price, trigger event (in Dollars per share) | $ / shares | $ 13.54 | |||||||||||||||||||||||||
Convertible Note 2022 Amendment Member | Herbal Brands, Inc. [Member] | ||||||||||||||||||||||||||
DEBT (Details) [Line Items] | ||||||||||||||||||||||||||
Prepayment option, interest payments | $ 2,338 | |||||||||||||||||||||||||
Prepayment option remaining balance of loan | 0 | |||||||||||||||||||||||||
Convertible Note 2022 Amendment Member | Series D Convertible Notes Due March 2022 | ||||||||||||||||||||||||||
DEBT (Details) [Line Items] | ||||||||||||||||||||||||||
Interest rate | 8.00% | 8.00% | ||||||||||||||||||||||||
Quarterly interest, satisfaction of payment through issued of common stock, percentage | 95.00% | 95.00% | ||||||||||||||||||||||||
Net proceeds | $ 25,000 | |||||||||||||||||||||||||
Option, equity financing, pro rata share of total securities issued | 25.00% | 25.00% | ||||||||||||||||||||||||
Convertible Note 2022 Amendment Member | Series D Convertible Notes due March 2022 [Member] | ||||||||||||||||||||||||||
DEBT (Details) [Line Items] | ||||||||||||||||||||||||||
Interest rate | 8.00% | |||||||||||||||||||||||||
Net proceeds | $ 25,000 | |||||||||||||||||||||||||
Option, equity financing, pro rata share of total securities issued | 25.00% | 25.00% | ||||||||||||||||||||||||
Convertible Note 2022 Amendment Member | Convertible Note 2022 Amendment Member | ||||||||||||||||||||||||||
DEBT (Details) [Line Items] | ||||||||||||||||||||||||||
Quarterly interest, satisfaction of payment through issued of common stock, percentage | 95.00% | |||||||||||||||||||||||||
Convertible Note 2022 Amendment Member | Maximum [Member] | Series D Convertible Notes Due March 2022 | ||||||||||||||||||||||||||
DEBT (Details) [Line Items] | ||||||||||||||||||||||||||
Periodic payment, interest | $ 2,000 | |||||||||||||||||||||||||
Convertible Note 2022 Amendment Member | Maximum [Member] | Series D Convertible Notes due March 2022 [Member] | ||||||||||||||||||||||||||
DEBT (Details) [Line Items] | ||||||||||||||||||||||||||
Periodic payment, interest | $ 2,000 | |||||||||||||||||||||||||
Herbal Brands Loan, non-revolving [Member] | Herbal Brands, Inc. [Member] | ||||||||||||||||||||||||||
DEBT (Details) [Line Items] | ||||||||||||||||||||||||||
Debt issuance costs, net | $ 400 | $ 400 | ||||||||||||||||||||||||
Debt instrument, face amount | $ 8,500 | |||||||||||||||||||||||||
Interest expense, debt | 188 | 154 | 390 | 310 | 704 | 456 | ||||||||||||||||||||
Interest rate | 8.00% | |||||||||||||||||||||||||
Percentage of repayment of positive operating cash flow | 85.00% | |||||||||||||||||||||||||
Prepayment option, interest payments | $ 2,338 | |||||||||||||||||||||||||
Incremental interest rate | 4.00% | 4.00% | ||||||||||||||||||||||||
Repayments of debt | $ 1,107 | $ 429 | 1,191 | $ 622 | ||||||||||||||||||||||
Herbal Brands Loan, non-revolving [Member] | Minimum [Member] | Herbal Brands, Inc. [Member] | ||||||||||||||||||||||||||
DEBT (Details) [Line Items] | ||||||||||||||||||||||||||
Repayments of debt, expected to be paid | 1,000 | |||||||||||||||||||||||||
Herbal Brands Loan, non-revolving [Member] | Maximum [Member] | Herbal Brands, Inc. [Member] | ||||||||||||||||||||||||||
DEBT (Details) [Line Items] | ||||||||||||||||||||||||||
Repayments of debt, expected to be paid | $ 1,300 | |||||||||||||||||||||||||
Series E Financing | Series E Convertible Debenture | ||||||||||||||||||||||||||
DEBT (Details) [Line Items] | ||||||||||||||||||||||||||
Debt issuance costs, net | 181 | |||||||||||||||||||||||||
Debt instrument, face amount | 4,162 | |||||||||||||||||||||||||
Derivative instrument liability | $ 1,705 | |||||||||||||||||||||||||
Derivative liability, redemption feature probability | 90.00% | |||||||||||||||||||||||||
Embedded derivative, carrying value | $ 2,457 | |||||||||||||||||||||||||
Loss on debt extinguishment | $ 1,705 | |||||||||||||||||||||||||
Convertible, conversion price (in Dollars per share) | $ / shares | $ 0.0800 | |||||||||||||||||||||||||
Election to convert accrued and unpaid interest to common stock (in Dollars per share) | $ / shares | $ 5.95 | |||||||||||||||||||||||||
Accrued and unpaid interest to common stock, redemption feature | 70.00% | |||||||||||||||||||||||||
Percentage ownership following redemption feature | 50.00% | |||||||||||||||||||||||||
Future conversion price, discount, redemption feature | 30.00% | |||||||||||||||||||||||||
Loss on fair value of derivative instrument | $ 85 | |||||||||||||||||||||||||
Series E Financing | Series E Convertible Debenture | Class A | ||||||||||||||||||||||||||
DEBT (Details) [Line Items] | ||||||||||||||||||||||||||
Convertible, conversion price (in Dollars per share) | $ / shares | $ 2.303 | |||||||||||||||||||||||||
Aggregate purchase price | $ 5,950 | |||||||||||||||||||||||||
Neem Holdings Convertible Note | Neem Holdings | ||||||||||||||||||||||||||
DEBT (Details) [Line Items] | ||||||||||||||||||||||||||
Debt instrument, face amount | $ 3,000 | |||||||||||||||||||||||||
Neem Holdings Convertible Note | Series D convertible debt | ||||||||||||||||||||||||||
DEBT (Details) [Line Items] | ||||||||||||||||||||||||||
Debt, termination of business combination, issuance of preferred shares (in Shares) | shares | 194,805 | |||||||||||||||||||||||||
Neem Holdings Warrants | ||||||||||||||||||||||||||
DEBT (Details) [Line Items] | ||||||||||||||||||||||||||
Debt instrument, face amount | $ 3,000 | |||||||||||||||||||||||||
Number of securities called by warrants or rights (in Shares) | shares | 300,000 | |||||||||||||||||||||||||
Aggregate purchase price | $ 3 | |||||||||||||||||||||||||
Neem Holdings Warrants | Neem Holdings | ||||||||||||||||||||||||||
DEBT (Details) [Line Items] | ||||||||||||||||||||||||||
Number of securities called by warrants or rights (in Shares) | shares | 300,000 | 300,000 | ||||||||||||||||||||||||
Aggregate purchase price | $ 3 | |||||||||||||||||||||||||
Series D convertible debt | Series D Convertible Notes due March 2022 [Member] | ||||||||||||||||||||||||||
DEBT (Details) [Line Items] | ||||||||||||||||||||||||||
Convertible debt | $ 27,750 | |||||||||||||||||||||||||
Series D Convertible Notes due March 2022 [Member] | Minimum [Member] | Series D Financing [Member] | ||||||||||||||||||||||||||
DEBT (Details) [Line Items] | ||||||||||||||||||||||||||
Convertible, conversion price (in Dollars per share) | $ / shares | $ 11 | |||||||||||||||||||||||||
Series D Convertible Notes due March 2022 [Member] | Maximum [Member] | Series D Financing [Member] | ||||||||||||||||||||||||||
DEBT (Details) [Line Items] | ||||||||||||||||||||||||||
Convertible, conversion price (in Dollars per share) | $ / shares | $ 30.62 | |||||||||||||||||||||||||
Herbal Brands Loan, non-revolving [Member] | Herbal Brands, Inc. [Member] | ||||||||||||||||||||||||||
DEBT (Details) [Line Items] | ||||||||||||||||||||||||||
Repayments of debt | $ 1,107 | $ 414 | ||||||||||||||||||||||||
Rock Cliff [Member] | Herbal Brands, Inc. [Member] | ||||||||||||||||||||||||||
DEBT (Details) [Line Items] | ||||||||||||||||||||||||||
Number of securities called by warrants or rights (in Shares) | shares | 63,597 | 63,597 | ||||||||||||||||||||||||
Strike price (in Dollars per share) | $ / shares | $ 26.73 | $ 26.73 | ||||||||||||||||||||||||
Rock Cliff [Member] | Series C Preferred Stock [Member] | Herbal Brands, Inc. [Member] | ||||||||||||||||||||||||||
DEBT (Details) [Line Items] | ||||||||||||||||||||||||||
Class of warrant or right, fair value | $ 717 | $ 717 | ||||||||||||||||||||||||
Number of securities called by warrants or rights (in Shares) | shares | 193,402 | 193,402 | ||||||||||||||||||||||||
Strike price (in Dollars per share) | $ / shares | $ 8.79 | $ 8.79 | ||||||||||||||||||||||||
Rock Cliff [Member] | Warrant [Member] | Series C Preferred Stock [Member] | Herbal Brands, Inc. [Member] | ||||||||||||||||||||||||||
DEBT (Details) [Line Items] | ||||||||||||||||||||||||||
Class of warrant or right, fair value | $ 717 | |||||||||||||||||||||||||
Loans and borrowings | $ 7,783 | |||||||||||||||||||||||||
Private Investment in Public Equity (PIPE) | September 2023 Convertible Debentures | Schultze Special Purpose Acquisition Corp. (SAMA) | Clever Leaves | ||||||||||||||||||||||||||
DEBT (Details) [Line Items] | ||||||||||||||||||||||||||
Investment commitment | $ 1,500 | |||||||||||||||||||||||||
[1] | See Note 3. for information on the restatement adjustment as of December 31, 2020 and on the reclassification adjustment as of December 31, 2019. | |||||||||||||||||||||||||
[2] | See Note 3. for information on the restatement adjustment as of December 31, 2020. |
DEBT (Details) - Schedule of de
DEBT (Details) - Schedule of debt - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |||
DEBT (Details) - Schedule of debt [Line Items] | ||||||
Long-term debt | $ 33,678 | $ 33,843 | $ 33,728 | |||
Series D Due March 2022 | ||||||
DEBT (Details) - Schedule of debt [Line Items] | ||||||
Long-term debt | 27,119 | [1] | 27,142 | [2] | 26,566 | [2] |
Loan due May 2023 and other borrowings | ||||||
DEBT (Details) - Schedule of debt [Line Items] | ||||||
Long-term debt | $ 6,559 | $ 6,701 | $ 7,162 | |||
[1] | Net of debt issuance costs of $483 and $741 in 2021 and 2020, respectively. | |||||
[2] | Net of debt issuance costs of $741 and $1,183 in 2020 and 2019. |
CAPITAL STOCK (Details)
CAPITAL STOCK (Details) | Nov. 09, 2020USD ($)shares | May 03, 2019USD ($)$ / sharesshares | Mar. 26, 2021USD ($)shares | Nov. 30, 2020USD ($)shares | Jul. 31, 2020USD ($)$ / sharesshares | Jul. 30, 2020 | Apr. 30, 2020USD ($)$ / sharesshares | Apr. 30, 2019USD ($)$ / sharesshares | Mar. 31, 2021 | Jun. 30, 2021USD ($)$ / sharesshares | Jun. 30, 2020USD ($) | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / shares | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 18, 2020$ / shares | Aug. 31, 2020$ / sharesshares | Aug. 31, 2019$ / sharesshares | |
CAPITAL STOCK (Details) [Line Items] | |||||||||||||||||||
Accretion of Class D preferred shares to liquidation preference on automatic conversion (in Dollars) | $ | $ 10,219,000 | [1] | |||||||||||||||||
Share price (in Dollars per share) | $ / shares | $ 10.15 | $ 8.90 | |||||||||||||||||
Number of trading days where price is exceeded | 20 days | ||||||||||||||||||
Number of consecutive trading days where price is exceeded | 30 days | ||||||||||||||||||
Outstanding Warrant | 17,900,000 | ||||||||||||||||||
Exercise price (in Dollars per share) | $ / shares | $ 11.50 | ||||||||||||||||||
Commencement period | 30 days | ||||||||||||||||||
Redemption price of outstanding warrants (in Dollars per share) | $ / shares | $ 0.01 | ||||||||||||||||||
Adverse effect to holders, amendment, percentage of approval | 50.10% | ||||||||||||||||||
Total proceeds (in Dollars) | $ | $ 1,410,000 | $ 1,410,000 | |||||||||||||||||
Exercise price (in Dollars per share) | $ / shares | $ 8.90 | $ 13 | |||||||||||||||||
Conversion price per share (in Dollars per share) | $ / shares | $ 3,288 | ||||||||||||||||||
Shares issued | 570,212 | ||||||||||||||||||
Warrants price (in Dollars per share) | $ / shares | $ 0.01 | ||||||||||||||||||
Warrant price exceeds (in Dollars per share) | $ / shares | $ 18 | ||||||||||||||||||
Warrant outstanding percentage | 50.10% | ||||||||||||||||||
Exercise public warrant | 122,639 | ||||||||||||||||||
Remeasurement gain loss (in Dollars) | $ | $ 3,675 | ||||||||||||||||||
Neem Holdings [Member] | |||||||||||||||||||
CAPITAL STOCK (Details) [Line Items] | |||||||||||||||||||
Number of securities called by warrants or rights | 300,000 | ||||||||||||||||||
Series D Preferred Stock [Member] | |||||||||||||||||||
CAPITAL STOCK (Details) [Line Items] | |||||||||||||||||||
Conversion of common stock | 3,571,591 | ||||||||||||||||||
Preferred stock, conversion price per share (in Dollars per share) | $ / shares | $ 3.288 | ||||||||||||||||||
Series C Preferred Stock [Member] | |||||||||||||||||||
CAPITAL STOCK (Details) [Line Items] | |||||||||||||||||||
Conversion of common stock | 1,456,439 | ||||||||||||||||||
Preferred stock, conversion basis | one | ||||||||||||||||||
Series D Convertible Notes due March 2022 [Member] | |||||||||||||||||||
CAPITAL STOCK (Details) [Line Items] | |||||||||||||||||||
Issued warrant acquired | 9,509 | ||||||||||||||||||
Neem Holdings Warrants [Member] | |||||||||||||||||||
CAPITAL STOCK (Details) [Line Items] | |||||||||||||||||||
Number of securities called by warrants or rights | 300,000 | ||||||||||||||||||
Aggregate purchase price (in Dollars) | $ | $ 3,000 | ||||||||||||||||||
Neem Holdings Warrants [Member] | Neem Holdings [Member] | |||||||||||||||||||
CAPITAL STOCK (Details) [Line Items] | |||||||||||||||||||
Number of securities called by warrants or rights | 300,000 | ||||||||||||||||||
Neem Holdings Warrants [Member] | Neem Holdings [Member] | |||||||||||||||||||
CAPITAL STOCK (Details) [Line Items] | |||||||||||||||||||
Number of securities called by warrants or rights | 300,000 | 300,000 | |||||||||||||||||
Aggregate purchase price (in Dollars) | $ | $ 3,000 | ||||||||||||||||||
Clever Leaves Holdings Inc. 2020 Earnout Award Plan [Member] | |||||||||||||||||||
CAPITAL STOCK (Details) [Line Items] | |||||||||||||||||||
Number of trading days where price is exceeded | 20 days | 30 days | 30 days | 20 days | |||||||||||||||
Number of consecutive trading days where price is exceeded | 30 days | ||||||||||||||||||
Clever Leaves Holdings Inc. 2020 Earnout Award Plan [Member] | Share-based Payment Arrangement, Tranche Five [Member] | |||||||||||||||||||
CAPITAL STOCK (Details) [Line Items] | |||||||||||||||||||
Percentage of share reserved for issuance | 50.00% | 50.00% | |||||||||||||||||
Share price (in Dollars per share) | $ / shares | $ 12.50 | ||||||||||||||||||
Performance condition met, shares issued | 0 | ||||||||||||||||||
Performance condition met, percentage of share reserved | 50.00% | 50.00% | |||||||||||||||||
Clever Leaves Holdings Inc. 2020 Earnout Award Plan [Member] | Share-based Payment Arrangement, Tranche Six [Member] | |||||||||||||||||||
CAPITAL STOCK (Details) [Line Items] | |||||||||||||||||||
Percentage of remaining share reserved for issuance | 50.00% | 50.00% | |||||||||||||||||
Eagle Canada Holdings, Inc. (Eagle Canada) [Member] | Northern Swan International, Inc. (NSI) [Member] | |||||||||||||||||||
CAPITAL STOCK (Details) [Line Items] | |||||||||||||||||||
Conversion of common stock | 1,562,339 | ||||||||||||||||||
Conversion of common stock, secondary sale | 287,564 | ||||||||||||||||||
Clever Leaves [Member] | Founders Stock [Member] | Schultze Special Purpose Acquisition Corp. [Member] | |||||||||||||||||||
CAPITAL STOCK (Details) [Line Items] | |||||||||||||||||||
Recapitalization of stock | 1,168,421 | ||||||||||||||||||
Herbal Brands Acquisition [Member] | |||||||||||||||||||
CAPITAL STOCK (Details) [Line Items] | |||||||||||||||||||
Issued warrant acquired | 63,597 | ||||||||||||||||||
Shares issued | 193,402 | ||||||||||||||||||
Strike price (in Dollars per share) | $ / shares | $ 8.79 | $ 26.73 | |||||||||||||||||
Private Placement [Member] | |||||||||||||||||||
CAPITAL STOCK (Details) [Line Items] | |||||||||||||||||||
Outstanding Warrant | 4,900,000 | ||||||||||||||||||
Private Placement [Member] | Series D Preferred Stock [Member] | |||||||||||||||||||
CAPITAL STOCK (Details) [Line Items] | |||||||||||||||||||
Preferred stock, liquidation preference, quarterly increase, multiplier | 0.02 | ||||||||||||||||||
Private Placement [Member] | Series E Financing [Member] | Series D Preferred Stock [Member] | |||||||||||||||||||
CAPITAL STOCK (Details) [Line Items] | |||||||||||||||||||
Consideration received on transaction (in Dollars) | $ | $ 4,000,000 | $ 14,396,000 | |||||||||||||||||
Sale of stock, consideration received per transaction (in Dollars) | $ | 7,771,000 | ||||||||||||||||||
Private Placement [Member] | Series E Financing [Member] | Series C Preferred Stock [Member] | |||||||||||||||||||
CAPITAL STOCK (Details) [Line Items] | |||||||||||||||||||
Payments for repurchase of redeemable preferred stock (in Dollars) | $ | $ 6,250,000 | ||||||||||||||||||
Warrant [Member] | |||||||||||||||||||
CAPITAL STOCK (Details) [Line Items] | |||||||||||||||||||
Exercise price (in Dollars per share) | $ / shares | $ 11.50 | ||||||||||||||||||
Stock exercised or called during period | 122,640 | ||||||||||||||||||
Series E Convertible Debenture [Member] | Series E Financing [Member] | |||||||||||||||||||
CAPITAL STOCK (Details) [Line Items] | |||||||||||||||||||
Issued | 984,567 | ||||||||||||||||||
Maximum [Member] | Clever Leaves Holdings Inc. 2020 Earnout Award Plan [Member] | |||||||||||||||||||
CAPITAL STOCK (Details) [Line Items] | |||||||||||||||||||
Number of consecutive trading days where price is exceeded | 30 days | ||||||||||||||||||
Maximum [Member] | Private Placement [Member] | Series D Preferred Stock [Member] | |||||||||||||||||||
CAPITAL STOCK (Details) [Line Items] | |||||||||||||||||||
Preferred stock, liquidation preference, multiplier | 1.75 | ||||||||||||||||||
Minimum [Member] | Clever Leaves Holdings Inc. 2020 Earnout Award Plan [Member] | |||||||||||||||||||
CAPITAL STOCK (Details) [Line Items] | |||||||||||||||||||
Number of trading days where price is exceeded | 20 days | ||||||||||||||||||
Minimum [Member] | Clever Leaves Holdings Inc. 2020 Earnout Award Plan [Member] | Share-based Payment Arrangement, Tranche Five [Member] | |||||||||||||||||||
CAPITAL STOCK (Details) [Line Items] | |||||||||||||||||||
Share price (in Dollars per share) | $ / shares | $ 12.50 | $ 12.50 | |||||||||||||||||
Minimum [Member] | Clever Leaves Holdings Inc. 2020 Earnout Award Plan [Member] | Share-based Payment Arrangement, Tranche Six [Member] | |||||||||||||||||||
CAPITAL STOCK (Details) [Line Items] | |||||||||||||||||||
Share price (in Dollars per share) | $ / shares | $ 15 | $ 15 | |||||||||||||||||
Preferred Shares | |||||||||||||||||||
CAPITAL STOCK (Details) [Line Items] | |||||||||||||||||||
Purchase and cancellation of stock | |||||||||||||||||||
Preferred Shares | Series E Financing [Member] | Series C Preferred Stock [Member] | |||||||||||||||||||
CAPITAL STOCK (Details) [Line Items] | |||||||||||||||||||
Purchase and cancellation of stock | 711,035 | ||||||||||||||||||
Preferred Shares | Private Placement [Member] | Series D Preferred Stock [Member] | |||||||||||||||||||
CAPITAL STOCK (Details) [Line Items] | |||||||||||||||||||
Price per share (in Dollars per share) | $ / shares | $ 11 | ||||||||||||||||||
Preferred Shares | Private Placement [Member] | Series E Financing [Member] | Three Investors | |||||||||||||||||||
CAPITAL STOCK (Details) [Line Items] | |||||||||||||||||||
Number of investors | 3 | ||||||||||||||||||
Preferred Shares | Private Placement [Member] | Series E Financing [Member] | Series D Preferred Stock [Member] | |||||||||||||||||||
CAPITAL STOCK (Details) [Line Items] | |||||||||||||||||||
Number of shares issued in transaction | 363,636 | 1,308,733 | |||||||||||||||||
Price per share (in Dollars per share) | $ / shares | $ 11 | $ 11 | |||||||||||||||||
Payments of stock issuance costs (in Dollars) | $ | $ 375,000 | ||||||||||||||||||
Preferred Shares | Private Placement [Member] | Series E Financing [Member] | Series D Preferred Stock [Member] | Three Investors | |||||||||||||||||||
CAPITAL STOCK (Details) [Line Items] | |||||||||||||||||||
Conversion of common stock | 646,846 | ||||||||||||||||||
Preferred Shares | Private Placement [Member] | Series E Financing [Member] | Series C Preferred Stock [Member] | |||||||||||||||||||
CAPITAL STOCK (Details) [Line Items] | |||||||||||||||||||
Price per share (in Dollars per share) | $ / shares | $ 8.79 | ||||||||||||||||||
Purchase and cancellation of stock | 711,035 | ||||||||||||||||||
Preferred Shares | Private Placement [Member] | Series E Financing [Member] | Series C Preferred Stock [Member] | Three Investors | |||||||||||||||||||
CAPITAL STOCK (Details) [Line Items] | |||||||||||||||||||
Conversion of common stock | 848,363 | ||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||
CAPITAL STOCK (Details) [Line Items] | |||||||||||||||||||
Purchase and cancellation of stock | 233,788 | ||||||||||||||||||
Issued warrant acquired | 1 | ||||||||||||||||||
Common Stock [Member] | Series E Financing [Member] | Series C Preferred Stock [Member] | |||||||||||||||||||
CAPITAL STOCK (Details) [Line Items] | |||||||||||||||||||
Issued | 233,788 | ||||||||||||||||||
Common Stock [Member] | Clever Leaves [Member] | |||||||||||||||||||
CAPITAL STOCK (Details) [Line Items] | |||||||||||||||||||
Recapitalization of stock | 9,654,721 | ||||||||||||||||||
Common Stock [Member] | Clever Leaves [Member] | Schultze Special Purpose Acquisition Corp. [Member] | |||||||||||||||||||
CAPITAL STOCK (Details) [Line Items] | |||||||||||||||||||
Shares of outstanding | 8,486,300 | ||||||||||||||||||
Common Stock [Member] | Private Placement [Member] | |||||||||||||||||||
CAPITAL STOCK (Details) [Line Items] | |||||||||||||||||||
Conversion ratio | 1 | ||||||||||||||||||
Common Stock [Member] | Private Placement [Member] | Series D Preferred Stock [Member] | |||||||||||||||||||
CAPITAL STOCK (Details) [Line Items] | |||||||||||||||||||
Conversion of common stock | 3,571,591 | ||||||||||||||||||
Common Stock [Member] | Private Placement [Member] | Series E Financing [Member] | Series D Preferred Stock [Member] | |||||||||||||||||||
CAPITAL STOCK (Details) [Line Items] | |||||||||||||||||||
Issued | 559,999 | 2,015,449 | |||||||||||||||||
Common Stock [Member] | Private Placement [Member] | Series E Financing [Member] | Series D Preferred Stock [Member] | Three Investors | |||||||||||||||||||
CAPITAL STOCK (Details) [Line Items] | |||||||||||||||||||
Issued | 996,143 | ||||||||||||||||||
Common Stock [Member] | Private Placement [Member] | Series E Financing [Member] | Series C Preferred Stock [Member] | |||||||||||||||||||
CAPITAL STOCK (Details) [Line Items] | |||||||||||||||||||
Purchase and cancellation of stock | 233,788 | ||||||||||||||||||
Common Stock [Member] | Private Placement [Member] | Series E Financing [Member] | Series C Preferred Stock [Member] | Three Investors | |||||||||||||||||||
CAPITAL STOCK (Details) [Line Items] | |||||||||||||||||||
Issued | 278,942 | ||||||||||||||||||
Additional Paid-in Capital | Private Placement [Member] | |||||||||||||||||||
CAPITAL STOCK (Details) [Line Items] | |||||||||||||||||||
Accretion of Class D preferred shares to liquidation preference on automatic conversion (in Dollars) | $ | $ 10,219,000 | ||||||||||||||||||
Common Shares, Earnout [Member] | Clever Leaves Holdings Inc. 2020 Earnout Award Plan [Member] | Schultze Special Purpose Acquisition Corp. [Member] | |||||||||||||||||||
CAPITAL STOCK (Details) [Line Items] | |||||||||||||||||||
Conversion of common stock | 1,140,423 | 1,140,423 | |||||||||||||||||
Warrant [Member] | |||||||||||||||||||
CAPITAL STOCK (Details) [Line Items] | |||||||||||||||||||
Number of trading days where price is exceeded | 20 days | ||||||||||||||||||
Number of consecutive trading days where price is exceeded | 30 days | ||||||||||||||||||
Warrant [Member] | Minimum [Member] | |||||||||||||||||||
CAPITAL STOCK (Details) [Line Items] | |||||||||||||||||||
Share price (in Dollars per share) | $ / shares | $ 18 | ||||||||||||||||||
Public Warrants [Member] | |||||||||||||||||||
CAPITAL STOCK (Details) [Line Items] | |||||||||||||||||||
Outstanding Warrant | 12,877,361 | ||||||||||||||||||
Rock Cliff [Member] | Herbal Brands, Inc. | |||||||||||||||||||
CAPITAL STOCK (Details) [Line Items] | |||||||||||||||||||
Number of securities called by warrants or rights | 63,597 | 63,597 | |||||||||||||||||
Exercise price (in Dollars per share) | $ / shares | $ 26.73 | $ 26.73 | |||||||||||||||||
Rock Cliff [Member] | Herbal Brands, Inc. | Series C Preferred Stock [Member] | |||||||||||||||||||
CAPITAL STOCK (Details) [Line Items] | |||||||||||||||||||
Number of securities called by warrants or rights | 193,402 | 193,402 | |||||||||||||||||
Conversion ratio | 1 | 1 | |||||||||||||||||
Exercise price (in Dollars per share) | $ / shares | $ 8.79 | $ 8.79 | |||||||||||||||||
Class of warrant or right, fair value (in Dollars) | $ | $ 717,000 | $ 717,000 | |||||||||||||||||
Rock Cliff [Member] | Herbal Brands Acquisition [Member] | Series C Preferred Stock [Member] | |||||||||||||||||||
CAPITAL STOCK (Details) [Line Items] | |||||||||||||||||||
Class of warrant or right, fair value (in Dollars) | $ | 717,000 | ||||||||||||||||||
Rock Cliff [Member] | Warrant [Member] | Herbal Brands, Inc. | Series C Preferred Stock [Member] | |||||||||||||||||||
CAPITAL STOCK (Details) [Line Items] | |||||||||||||||||||
Class of warrant or right, fair value (in Dollars) | $ | $ 717,000 | ||||||||||||||||||
[1] | See Note 3. for information on the restatement adjustment as of December 31, 2020. |
GENERAL AND ADMINISTRATION (Det
GENERAL AND ADMINISTRATION (Details) - Schedule of general and administrative expenses - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Schedule of general and administrative expenses [Abstract] | |||||||
Salaries and benefits | $ 3,660 | $ 4,280 | $ 6,986 | $ 8,826 | $ 13,354 | $ 15,238 | |
Office and administration | 1,280 | 651 | 2,466 | 1,279 | 3,319 | 4,167 | |
Professional fees | 1,573 | 1,579 | 3,807 | 2,975 | 6,985 | 10,295 | |
Share based compensation | 3,323 | 297 | 4,873 | 713 | 1,652 | 1,522 | |
Rent | 397 | 305 | 657 | 770 | 1,700 | 1,692 | |
Other | 373 | 152 | 559 | 821 | 2,818 | 2,065 | |
Total | $ 10,606 | $ 7,264 | $ 19,348 | $ 15,384 | $ 29,828 | [1] | $ 34,979 |
[1] | See Note 3. for information on the restatement adjustment as of December 31, 2020. |
SHARE-BASED COMPENSATION (Detai
SHARE-BASED COMPENSATION (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2017 | Dec. 31, 2016 | |
SHARE-BASED COMPENSATION (Details) [Line Items] | ||||||||
Share price (in Dollars per share) | $ 10.15 | $ 10.15 | $ 8.90 | |||||
Number of consecutive trading days where price is exceeded | 20 days | |||||||
Share based compensation | $ 3,323 | $ 297 | $ 4,873 | $ 713 | $ 1,652 | $ 1,522 | ||
Market-based restricted share units, description | The market-based condition for these awards requires that the Company’s common shares maintain a closing price equal to or greater than $12.50 or $15.00 per share for any 20 trading days within any consecutive 30 trading day period on or before December 18, 2022 or December 18, 2024, respectively. | |||||||
Stock Option [Member] | ||||||||
SHARE-BASED COMPENSATION (Details) [Line Items] | ||||||||
Weighted-average grant date, fair value (in Dollars per share) | $ 10.11 | $ 10.11 | $ 2.02 | $ 2.64 | ||||
RSU | ||||||||
SHARE-BASED COMPENSATION (Details) [Line Items] | ||||||||
Fair value of units vested during period | $ 51 | |||||||
Share based compensation | $ 2,958 | $ 4,152 | 286 | |||||
Cost not yet recognized, amount | 521 | |||||||
RSU | ||||||||
SHARE-BASED COMPENSATION (Details) [Line Items] | ||||||||
Share based compensation | ||||||||
Cost not yet recognized, amount | $ 2,276 | $ 4,477 | ||||||
Cost not yet recognized, period for recognition | 1 year 10 months 24 days | 2 years 8 months 12 days | ||||||
General and Administrative Expense | ||||||||
SHARE-BASED COMPENSATION (Details) [Line Items] | ||||||||
Share based compensation | $ 1,652 | $ 1,522 | ||||||
Stock Option | ||||||||
SHARE-BASED COMPENSATION (Details) [Line Items] | ||||||||
Share based compensation | $ 1,366 | $ 1,522 | ||||||
Weighted Average | RSU | ||||||||
SHARE-BASED COMPENSATION (Details) [Line Items] | ||||||||
Cost not yet recognized, period for recognition | 1 year 3 months 18 days | 0 years | ||||||
Northern Swan Holdings, Inc. 2018 Omnibus Incentive Compensation Plan | ||||||||
SHARE-BASED COMPENSATION (Details) [Line Items] | ||||||||
Issuance of common shares upon vesting of RSUs (in Shares) | 4,500,000 | |||||||
Northern Swan Holdings, Inc. 2018 Omnibus Incentive Compensation Plan | Common Shares | ||||||||
SHARE-BASED COMPENSATION (Details) [Line Items] | ||||||||
Expiration period | 10 years | |||||||
Vesting period | 4 years | |||||||
Northern Swan Holdings, Inc. 2018 Omnibus Incentive Compensation Plan | Common Shares | Northern Swan Holdings, Inc. 2018 Omnibus Incentive Compensation Plan | ||||||||
SHARE-BASED COMPENSATION (Details) [Line Items] | ||||||||
Vesting percentage | 25.00% | |||||||
Clever Leaves Holdings Inc2020 Incentive Award Plan | ||||||||
SHARE-BASED COMPENSATION (Details) [Line Items] | ||||||||
Issuance of common shares upon vesting of RSUs (in Shares) | 2,813,215 | |||||||
Clever Leaves Holdings Inc2020 Incentive Award Plan | Share Based Payment Arrangement Tranche Five | ||||||||
SHARE-BASED COMPENSATION (Details) [Line Items] | ||||||||
Percentage of share reserved for issuance | 50.00% | |||||||
Clever Leaves Holdings Inc2020 Incentive Award Plan | Common Shares | ||||||||
SHARE-BASED COMPENSATION (Details) [Line Items] | ||||||||
Expiration period | 10 years | |||||||
Vesting period | 4 years | |||||||
Shares available for grant (in Shares) | 2,813,215 | |||||||
Clever Leaves Holdings Inc2020 Incentive Award Plan | Common Shares | Installment, Four | ||||||||
SHARE-BASED COMPENSATION (Details) [Line Items] | ||||||||
Vesting percentage | 25.00% | |||||||
Clever Leaves Holdings Inc.2020 Earnout Award Plan | ||||||||
SHARE-BASED COMPENSATION (Details) [Line Items] | ||||||||
Number of consecutive trading days where price is exceeded | 20 days | 30 days | 30 days | 20 days | ||||
Clever Leaves Holdings Inc.2020 Earnout Award Plan | Share Based Payment Arrangement Tranche Five | ||||||||
SHARE-BASED COMPENSATION (Details) [Line Items] | ||||||||
Percentage of share reserved for issuance | 50.00% | 50.00% | 50.00% | |||||
Share price (in Dollars per share) | $ 12.50 | $ 12.50 | ||||||
Clever Leaves Holdings Inc.2020 Earnout Award Plan | Threshold, Two | ||||||||
SHARE-BASED COMPENSATION (Details) [Line Items] | ||||||||
Percentage of share reserved for issuance | 50.00% | 50.00% | 50.00% | |||||
Clever Leaves Holdings Inc.2020 Earnout Award Plan | Minimum [Member] | ||||||||
SHARE-BASED COMPENSATION (Details) [Line Items] | ||||||||
Number of consecutive trading days where price is exceeded | 20 days | |||||||
Clever Leaves Holdings Inc.2020 Earnout Award Plan | Minimum [Member] | Share Based Payment Arrangement Tranche Five | ||||||||
SHARE-BASED COMPENSATION (Details) [Line Items] | ||||||||
Share price (in Dollars per share) | $ 12.50 | $ 12.50 | ||||||
Clever Leaves Holdings Inc.2020 Earnout Award Plan | Minimum [Member] | Threshold, Two | ||||||||
SHARE-BASED COMPENSATION (Details) [Line Items] | ||||||||
Share price (in Dollars per share) | $ 15 | $ 15 | $ 15 | |||||
Clever Leaves Holdings Inc.2020 Earnout Award Plan | Common Shares | ||||||||
SHARE-BASED COMPENSATION (Details) [Line Items] | ||||||||
Shares available for grant (in Shares) | 1,440,000 | 0 | ||||||
Shares granted (in Shares) | 0 |
SHARE-BASED COMPENSATION (Det_2
SHARE-BASED COMPENSATION (Details) - Schedule of share-based payment award, stock options, valuation assumptions | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Dec. 31, 2020 | Dec. 18, 2020 | Dec. 31, 2019 | |
SHARE-BASED COMPENSATION (Details) - Schedule of share-based payment award, stock options, valuation assumptions [Line Items] | ||||
Risk-free interest rate | 0.76% | 0.43% | 0.45% | |
Expected dividend yield | 0.00% | 0.00% | ||
Expected volatility | 60.00% | 60.00% | 50.00% | 80.00% |
Minimum [Member] | ||||
SHARE-BASED COMPENSATION (Details) - Schedule of share-based payment award, stock options, valuation assumptions [Line Items] | ||||
Expected term | 1 month 20 days | 2 years 9 months 14 days | ||
Risk-free interest rate | 0.22% | 1.30% | ||
Expected volatility | 85.00% | |||
Maximum [Member] | ||||
SHARE-BASED COMPENSATION (Details) - Schedule of share-based payment award, stock options, valuation assumptions [Line Items] | ||||
Expected term | 5 years | 5 years | ||
Risk-free interest rate | 0.41% | 2.70% | ||
Expected volatility | 90.00% |
SHARE-BASED COMPENSATION (Det_3
SHARE-BASED COMPENSATION (Details) - Schedule of share-based payment arrangement, option, activity - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Schedule of share-based payment arrangement, option, activity [Abstract] | ||
Stock Options Outstanding, beginning balance | 896,888 | 1,195,544 |
Weighted-Average Exercise Outstanding, beginning | $ 5.22 | $ 14.18 |
Weighted-Average Remaining Contractual Term (Years), Outstanding term, beginning | 3 years 11 months 15 days | 3 years 2 months 15 days |
Aggregate Intrinsic Value, Outstanding beginning | $ 2,889 | $ 3,194 |
Stock Options Outstanding, ending balance | 896,888 | |
Weighted-Average Exercise Price Outstanding, ending balance | $ 5.96 | $ 5.22 |
Weighted-Average Remaining Contractual Term (Years) Outstanding, term, ending | 3 years 11 months 19 days | 3 years 11 months 15 days |
Aggregate Intrinsic Value, Outstanding, ending | $ 2,889 | |
Stock Options, Vested and expected to vest | 791,488 | 885,607 |
Weighted-Average Exercise Price, Vested and expected to vest | $ 5.90 | $ 5.60 |
Weighted-Average Remaining Contractual Term (Years), Vested and expected to vest | 4 years 1 month 2 days | 3 years 11 months 19 days |
Aggregate Intrinsic Value, Vested and expected to vest | $ 3,364 | $ 2,906 |
Stock Options, Vested and exercisable | 413,241 | 419,498 |
Weighted-Average Exercise Price, Vested and exercisable | $ 6.23 | $ 6.80 |
Weighted-Average Remaining Contractual Term (Years), Vested and exercisable | 3 years 9 months 7 days | 3 years 9 months 10 days |
Aggregate Intrinsic Value, Vested and exercisable | $ 1,702 | $ 944 |
Stock Options, Granted | 60,079 | 121,291 |
Weighted-Average Exercise Price, Granted | $ 13.92 | $ 6.71 |
Weighted-Average Remaining Contractual Term (Years), Granted | 9 years 8 months 12 days | 3 years 7 months 20 days |
Stock Options, Exercised | (40,942) | (88,706) |
Weighted-Average Exercise Price, Exercised | $ 0.24 | $ 0.24 |
Aggregate Intrinsic Value, Exercised | $ 434 | $ 705 |
Stock Options, Forfeited | (27,857) | (331,241) |
Weighted-Average Exercise Price. Forfeited | $ 12.11 | $ 11.86 |
SHARE-BASED COMPENSATION (Det_4
SHARE-BASED COMPENSATION (Details) - Schedule of unvested restricted stock units roll forward | 12 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Schedule of unvested restricted stock units roll forward [Abstract] | |
Restricted Share Units, Unvested, beginning balance | shares | |
Weighted-Average Grant Date Fair Value, Unvested, beginning price | $ / shares | |
Restricted Share Units, Unvested, ending balance | shares | 78,634 |
Weighted-Average Grant Date Fair Value, Unvested, ending balance | $ / shares | $ 3.25 |
Restricted Share Units, Granted | shares | 83,715 |
Weighted-Average Grant Date Fair Value, Granted | $ / shares | $ 3.25 |
Restricted Share Units, Vested | shares | (2,989) |
Weighted-Average Grant Date Fair Value, Vested | $ / shares | $ 3.25 |
Restricted Share Units, Canceled/forfeited | shares | (2,092) |
Weighted-Average Grant Date Fair Value, Canceled/forfeited | $ / shares | $ 3.25 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - Herbal Brands, Inc. $ / shares in Units, $ in Thousands | May 03, 2019USD ($)$ / sharesshares | Apr. 30, 2019USD ($)$ / sharesshares | Aug. 31, 2020$ / sharesshares | Aug. 31, 2019$ / sharesshares |
Rock Cliff, Herbal Brands Loan | ||||
Related Party Transaction [Line Items] | ||||
Repayments of related party debt | $ | $ 8,500 | |||
Interest rate | 8.00% | |||
Rock Cliff | ||||
Related Party Transaction [Line Items] | ||||
Number of securities called by warrants or rights | shares | 63,597 | 63,597 | ||
Strike price | $ / shares | $ 26.73 | $ 26.73 | ||
Series C Preferred Stock | Rock Cliff | ||||
Related Party Transaction [Line Items] | ||||
Number of securities called by warrants or rights | shares | 193,402 | 193,402 | ||
Conversion ratio | 1 | 1 | ||
Strike price | $ / shares | $ 8.79 | $ 8.79 | ||
Class of warrant or right, fair value | $ | $ 717 | $ 717 |
SEGMENT REPORTING (Details)
SEGMENT REPORTING (Details) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
SEGMENT REPORTING (Details) [Line Items] | |||
Number of reportable segments | 2 | 2 | |
Customer Concentration Risk | Non-Cannabinoid | GNC Holdings, Inc. | Revenue Benchmark | |||
SEGMENT REPORTING (Details) [Line Items] | |||
Concentration risk, percentage | 10.10% | ||
Customer Concentration Risk | Non-Cannabinoid | Pattern, Inc. | Revenue Benchmark | |||
SEGMENT REPORTING (Details) [Line Items] | |||
Concentration risk, percentage | 32.00% | 12.00% |
SEGMENT REPORTING (Details) - S
SEGMENT REPORTING (Details) - Schedule of segment reporting information, by segment - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||
Jun. 30, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | ||||
Segment Net Sales: | ||||||||||
Total Net Sales | $ 3,672 | $ 1,939 | $ 7,149 | $ 4,853 | $ 12,117 | [1] | $ 7,834 | |||
Segment Profit (Loss): | ||||||||||
Gross profit | 2,334 | 907 | 4,565 | 3,068 | 7,413 | [1] | 3,102 | |||
Non-cash share based compensation | (4,873) | (713) | (1,652) | [2] | (1,522) | [2] | ||||
Depreciation and amortization | (524) | (365) | (1,103) | (717) | (1,854) | [1] | (1,480) | |||
Goodwill impairment | (1,682) | (1,682) | [1],[2] | [2] | ||||||
Loss from operations | 9,603 | 7,325 | 17,371 | 16,499 | 28,528 | [1] | 36,540 | |||
Loss on debt extinguishment | [2] | (2,360) | (3,374) | |||||||
Gain on remeasurement of warrant liability | (1,176) | 3,675 | (10,780) | [1] | ||||||
Loss on fair value of derivative instrument | (13) | 657 | [1] | 421 | ||||||
Loss on investments | 67 | 228 | 464 | [1] | 756 | |||||
Foreign exchange loss | 80 | 311 | 839 | 359 | 491 | [1] | 1,575 | |||
Interest expense | 920 | 953 | 1,898 | 1,789 | 4,455 | [1] | 2,684 | |||
Miscellaneous, net | (485) | 105 | (1,087) | 48 | (284) | [1] | 534 | |||
Operating Segments | ||||||||||
Segment Net Sales: | ||||||||||
Total Net Sales | 3,672 | 1,939 | 7,149 | 4,853 | 12,117 | 7,834 | ||||
Segment Profit (Loss): | ||||||||||
Gross profit | (2,970) | (4,521) | (5,222) | (9,442) | (16,935) | (24,636) | ||||
Long-lived assets | ||||||||||
Long-lived assets | 28,704 | 28,704 | 25,680 | 24,432 | ||||||
Reconciliation | ||||||||||
Segment Profit (Loss): | ||||||||||
Gross profit | (2,970) | (4,521) | (5,222) | (9,442) | (16,935) | (24,636) | ||||
Unallocated corporate expenses | (6,405) | (5,887) | ||||||||
Non-cash share based compensation | 3,323 | 297 | 4,873 | 713 | (1,652) | (1,522) | ||||
Depreciation and amortization | 524 | 365 | 1,103 | 717 | (1,854) | (1,480) | ||||
Herbal Brands acquisition related charges | (3,015) | |||||||||
Goodwill impairment | 1,682 | (1,682) | ||||||||
Loss from operations | 9,603 | 7,325 | 17,371 | 16,499 | (28,528) | (36,540) | ||||
Loss on debt extinguishment | 2,360 | 3,374 | ||||||||
Loss on fair value of derivative instrument | (13) | 657 | 421 | |||||||
Loss on investments | 67 | 228 | 464 | 756 | ||||||
Foreign exchange loss | 80 | 311 | 839 | 359 | 491 | 1,575 | ||||
Interest expense | 4,455 | 2,684 | ||||||||
Miscellaneous, net | (284) | 534 | ||||||||
Loss from operations before income taxes | 2,786 | 2,141 | 6,173 | 3,945 | (25,891) | (45,884) | ||||
Cannabinoid | ||||||||||
Segment Profit (Loss): | ||||||||||
Goodwill impairment | ||||||||||
Cannabinoid | Operating Segments | ||||||||||
Segment Net Sales: | ||||||||||
Total Net Sales | 579 | 153 | 1,256 | 395 | 2,511 | 133 | ||||
Segment Profit (Loss): | ||||||||||
Gross profit | (3,604) | (4,454) | (6,468) | (9,855) | (18,798) | (25,250) | ||||
Long-lived assets | ||||||||||
Long-lived assets | 28,528 | 28,528 | 25,485 | 24,209 | ||||||
Non-Cannabinoid | ||||||||||
Segment Profit (Loss): | ||||||||||
Goodwill impairment | $ (1,682) | (1,682) | (1,682) | |||||||
Non-Cannabinoid | Operating Segments | ||||||||||
Segment Net Sales: | ||||||||||
Total Net Sales | 3,093 | 1,786 | 5,893 | 4,458 | 9,606 | 7,701 | ||||
Segment Profit (Loss): | ||||||||||
Gross profit | 634 | $ (67) | 1,246 | $ 413 | 1,863 | 614 | ||||
Long-lived assets | ||||||||||
Long-lived assets | $ 151 | $ 151 | 176 | 207 | ||||||
Other | Operating Segments | ||||||||||
Long-lived assets | ||||||||||
Long-lived assets | $ 19 | $ 16 | ||||||||
[1] | See Note 3. for information on the restatement adjustment as of December 31, 2020. | |||||||||
[2] | See Note 3. for information on the restatement adjustment as of December 31, 2020 and on the reclassification adjustment as of December 31, 2019. |
SEGMENT REPORTING (Details) -_2
SEGMENT REPORTING (Details) - Schedule of disaggregation of revenue by channel - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Disaggregation of Revenue [Line Items] | |||||||
Revenue | $ 3,672 | $ 1,939 | $ 7,149 | $ 4,853 | $ 12,117 | [1] | $ 7,834 |
Mass retail | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Revenue | 6,879 | 3,318 | |||||
Specialty, health and other retail | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Revenue | 689 | 1,235 | |||||
Distributors | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Revenue | 4,036 | 2,397 | |||||
E-commerce | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Revenue | $ 513 | $ 885 | |||||
[1] | See Note 3. for information on the restatement adjustment as of December 31, 2020. |
INCOME TAX (Details)
INCOME TAX (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | ||
INCOME TAX (Details) [Line Items] | |||||||
Federal and provincial combined tax rate | 27.00% | 27.00% | |||||
Loss from equity investment | $ (14) | $ (5) | $ (25) | $ (16) | $ (4) | [1] | $ (96) |
Deferred tax assets, recognition of asset in future, share capital | 390 | ||||||
Unrecognized tax benefits | 0 | ||||||
Unrecognized tax benefits, income tax penalties and interest accrued | 0 | ||||||
Investment | |||||||
INCOME TAX (Details) [Line Items] | |||||||
Loss before income taxes | 25,891 | 45,884 | |||||
Loss from equity investment | $ 4 | $ 96 | |||||
[1] | See Note 3. for information on the restatement adjustment as of December 31, 2020. |
INCOME TAX (Details) - Schedule
INCOME TAX (Details) - Schedule of components of income tax expense (Recovery) - USD ($) | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | |||
Current tax | ||||
Current tax expense in respect of the current year | ||||
Deferred tax | ||||
Deferred tax expense (recovery) in the current year | [1] | |||
Total income tax expense recognized in the current year | [2],[3] | |||
[1] | See Note 3. for information on the restatement adjustment as of December 31, 2020 and on the reclassification adjustment as of December 31, 2019. | |||
[2] | Following the SEC statement in April 2021, the Company determined that the private warrants should be classified as a liability. Refer to Note 3. for more information and the impact on the Company’s financial statements. | |||
[3] | See Note 3. for information on the restatement adjustment as of December 31, 2020. |
INCOME TAX (Details) - Schedu_2
INCOME TAX (Details) - Schedule of effective income tax rate reconciliation - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | [1] | Dec. 31, 2019 | |||
Schedule of effective income tax rate reconciliation [Abstract] | |||||||||||
Loss before income taxes | $ (8,956) | $ (13,765) | $ (8,753) | $ (10,186) | $ (22,721) | $ (18,939) | $ (25,895) | [2],[3],[4],[5] | $ (45,980) | [3],[6] | |
Expected federal income tax recovery calculated at 27% | [7] | (6,992) | (12,415) | ||||||||
Effect of income/expenses, net, that are not (taxable)/deductible (permanent differences) in determining taxable profit | (1,454) | 2,019 | |||||||||
Tax rates differences applicable to foreign subsidiaries | (143) | (632) | |||||||||
Adjustments related to prior years | 958 | ||||||||||
Change valuation allowance | 8,009 | 10,150 | |||||||||
Foreign exchange | (378) | 878 | |||||||||
Income tax expense | [4] | ||||||||||
[1] | Following the SEC statement in April 2021, the Company determined that the private warrants should be classified as a liability. Refer to Note 3. for more information and the impact on the Company’s financial statements. | ||||||||||
[2] | Loss before income taxes of $25,891 plus loss from equity investment of $4. | ||||||||||
[3] | See Note 3. for information on the restatement adjustment as of December 31, 2020 and on the reclassification adjustment as of December 31, 2019. | ||||||||||
[4] | See Note 3. for information on the restatement adjustment as of December 31, 2020. | ||||||||||
[5] | See Note 3. for information on the restatement adjustment as of December 31, 2020. | ||||||||||
[6] | Loss before income taxes of $45,884 plus loss from equity investment of $96. | ||||||||||
[7] | Due to the substantial alignment of the taxable income base between Canada and its provinces, the combined federal and provincial rate has been used as the reconciliation rate. |
INCOME TAX (Details) - Schedu_3
INCOME TAX (Details) - Schedule of deferred tax assets and liabilities - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax asset (liability) | ||
Non-capital losses carry forward | $ 18,436 | $ 11,909 |
Capital losses carryforward | 98 | |
Other | 1,697 | 1,567 |
Property, plant and equipment | 279 | |
Intangibles | 441 | |
Deferred tax assets | 20,951 | 13,476 |
Valuation allowance | (20,525) | (12,515) |
Intangible assets | (5,700) | (5,713) |
Other | (426) | (948) |
Net deferred tax liability | $ (5,700) | $ (5,700) |
INCOME TAX (Details) - Schedu_4
INCOME TAX (Details) - Schedule of summary of operating loss carryforwards $ in Thousands | Dec. 31, 2020USD ($) |
Canada | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | $ 15,831 |
United States | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | 12,604 |
Colombia | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | 24,859 |
United Kingdom | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | 1,761 |
Portugal | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | 7,307 |
Germany | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | 7,824 |
2030 | Canada | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | |
2030 | United States | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | |
2030 | Colombia | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | 3,176 |
2030 | United Kingdom | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | |
2030 | Portugal | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | |
2030 | Germany | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | |
2031 | Colombia | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | 14,635 |
2031 | Portugal | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | 2,150 |
2032 | Colombia | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | 7,048 |
2032 | Portugal | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | 5,157 |
2037 | Canada | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | 75 |
2037 | United States | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | 641 |
2037 | Colombia | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | |
2038 | Canada | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | 323 |
2038 | United States | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | |
2038 | Colombia | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | |
2039 | Canada | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | 3,914 |
2040 | Canada | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | 11,519 |
Indefinite [Member] | Canada | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | |
Indefinite [Member] | United States | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | 11,963 |
Indefinite [Member] | Colombia | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | |
Indefinite [Member] | United Kingdom | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | 1,761 |
Indefinite [Member] | Germany | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | $ 7,824 |
NET LOSS PER SHARE (Details) -
NET LOSS PER SHARE (Details) - Schedule of earnings per share, Basic and diluted - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | [5] | Dec. 31, 2019 | ||
Numerator: | ||||||||||
Net loss | $ (8,956) | $ (13,765) | $ (8,753) | $ (10,186) | $ (22,721) | $ (18,939) | $ (25,895) | [1],[2],[3],[4] | $ (45,980) | [3],[6] |
Accretion of Class D preferred shares to liquidation preference on automatic conversion | 10,219 | |||||||||
Net loss attributable to non-controlling interests | $ (744) | $ (1,648) | [4] | (6,450) | ||||||
Net loss attributable to Clever Leaves Holdings Inc. common shareholders – basic and diluted | $ (36,114) | $ (39,530) | ||||||||
Denominator: | ||||||||||
Weighted-average common shares outstanding – basic and diluted (in Shares) | 25,588,987 | 9,800,604 | 25,311,077 | 9,052,317 | 10,815,580 | [4] | 7,814,796 | |||
Net loss per share attributable to Clever Leaves Holdings Inc. common shareholders – basic and diluted (in Dollars per share) | $ (0.35) | $ (0.82) | $ (0.90) | $ (1.91) | $ (3.34) | [4] | $ (5.06) | |||
[1] | Following the SEC statement in April 2021, the Company determined that the private warrants should be classified as a liability. Refer to Note 3. for more information and the impact on the Company’s financial statements. | |||||||||
[2] | Loss before income taxes of $25,891 plus loss from equity investment of $4. | |||||||||
[3] | See Note 3. for information on the restatement adjustment as of December 31, 2020 and on the reclassification adjustment as of December 31, 2019. | |||||||||
[4] | See Note 3. for information on the restatement adjustment as of December 31, 2020. | |||||||||
[5] | See Note 3. for information on the restatement adjustment as of December 31, 2020. | |||||||||
[6] | Loss before income taxes of $45,884 plus loss from equity investment of $96. |
NET LOSS PER SHARE (Details) _2
NET LOSS PER SHARE (Details) - Schedule of antidilutive securities excluded from computation of earnings per share - shares | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 20,666,383 | 1,083,498 | 20,079,536 | 1,259,141 |
Common stock warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 17,850,460 | 17,963,591 | 63,597 | |
SAMA earnout shares | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 570,211 | 1,140,423 | ||
Stock options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 802,769 | 1,083,498 | 896,888 | 1,195,544 |
Unvested restricted share units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 1,442,943 | 78,634 |
CONTINGENCIES AND COMMITMENTS_2
CONTINGENCIES AND COMMITMENTS (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Insurance commitment | $ 2,800 |
CONTINGENCIES AND COMMITMENTS_3
CONTINGENCIES AND COMMITMENTS (Details) - Schedule of undiscounted future minimum annual lease payments $ in Thousands | Dec. 31, 2020USD ($) |
Schedule of undiscounted future minimum annual lease payments [Abstract] | |
2021 | $ 2,319 |
2022 | 1,771 |
2023 | 1,225 |
2024 | 590 |
2025 | 189 |
Thereafter | 70 |
Total | $ 6,164 |
BASIS OF PRESENTATION (Detail_2
BASIS OF PRESENTATION (Details) - Schedule of consolidated entity | Jun. 30, 2021 | Dec. 31, 2020 |
Clever Leaves US, Inc. [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Ownership percentage | 100.00% | 100.00% |
NS US Holdings, Inc. [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Ownership percentage | 100.00% | 100.00% |
Herbal Brands, Inc. [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Ownership percentage | 100.00% | 100.00% |
1255096 B.C. Ltd. ("Newco") [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Ownership percentage | 100.00% | 100.00% |
Northern Swan International, Inc. (NSI) [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Ownership percentage | 100.00% | 100.00% |
Northern Swan Management, Inc. [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Ownership percentage | 100.00% | 100.00% |
Northern Swan Deutschland Holdings, Inc. [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Ownership percentage | 100.00% | 100.00% |
Northern Swan Portugal Holdings, Inc. [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Ownership percentage | 100.00% | 100.00% |
Clever Leaves Portugal Unipessoal LDA [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Ownership percentage | 100.00% | 100.00% |
Clever Leaves II Portugal Cultivation SA [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Ownership percentage | 100.00% | 100.00% |
Northern Swan Europe, Inc. [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Ownership percentage | 100.00% | 100.00% |
Nordschwan Holdings, Inc. [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Ownership percentage | 100.00% | 100.00% |
Clever Leaves Germany GmbH [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Ownership percentage | 100.00% | 100.00% |
NS Herbal Brands International, Inc. [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Ownership percentage | 100.00% | 100.00% |
Herbal Brands, Ltd. [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Ownership percentage | 100.00% | 100.00% |
Clever Leaves International, Inc. [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Ownership percentage | 100.00% | 100.00% |
Eagle Canada Holdings, Inc. (Eagle Canada) [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Ownership percentage | 100.00% | 100.00% |
Ecomedics S.A.S. (Ecomedics) [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Ownership percentage | 100.00% | 100.00% |
Clever Leaves UK Limited [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Ownership percentage | 100.00% | 100.00% |
FAIR VALUE MEASUREMENTS (Deta_3
FAIR VALUE MEASUREMENTS (Details) - Schedule of fair value measurement hierarchy of the company’s assets and liabilities - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Aug. 31, 2017 | |
Assets: | |||||
Investment – Cansativa | [1] | $ 376 | |||
Total Assets | $ 1,528 | 1,553 | 2,077 | ||
Liabilities: | |||||
Loans and borrowings | 6,559 | 6,701 | 7,162 | ||
Warrant liability | 22,736 | 19,061 | |||
Convertible notes | 27,119 | 27,142 | 26,566 | ||
Total Liabilities | 56,414 | 52,904 | [1] | 33,728 | |
Level 1 [Member] | |||||
Assets: | |||||
Total Assets | 319 | ||||
Liabilities: | |||||
Loans and borrowings | |||||
Warrant liability | |||||
Convertible notes | |||||
Total Liabilities | [1] | ||||
Level 2 [Member] | |||||
Assets: | |||||
Total Assets | 57 | ||||
Liabilities: | |||||
Loans and borrowings | 6,559 | 6,701 | 7,162 | ||
Warrant liability | |||||
Convertible notes | 27,119 | 27,142 | 26,566 | ||
Total Liabilities | 33,678 | 33,843 | [1] | 33,728 | |
Level 3 [Member] | |||||
Assets: | |||||
Total Assets | 1,528 | 1,553 | 1,701 | ||
Liabilities: | |||||
Loans and borrowings | |||||
Warrant liability | 22,736 | 19,061 | |||
Convertible notes | |||||
Total Liabilities | 22,736 | 19,061 | [1] | ||
Cansativa [Member] | |||||
Assets: | |||||
Investment – Cansativa | 1,528 | 1,553 | $ 923 | ||
Cansativa [Member] | Level 1 [Member] | |||||
Assets: | |||||
Investment – Cansativa | |||||
Cansativa [Member] | Level 2 [Member] | |||||
Assets: | |||||
Investment – Cansativa | |||||
Cansativa [Member] | Level 3 [Member] | |||||
Assets: | |||||
Investment – Cansativa | $ 1,528 | $ 1,553 | |||
[1] | See Note 3. for information on the restatement adjustment as of December 31, 2020. |
FAIR VALUE MEASUREMENTS (Deta_4
FAIR VALUE MEASUREMENTS (Details) - Schedule of Changes in the Fair Value of Warrant Liabilities - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Mar. 31, 2021 | Jun. 30, 2021 | |
Schedule of Changes in the Fair Value of Warrant Liabilities [Abstract] | ||
Warrant liability at December 31, 2020 | $ 19,061 | |
Change in fair value of warrant liability | 4,851 | $ (1,176) |
Warrant liabilities at | $ 23,912 | $ 22,736 |
FAIR VALUE MEASUREMENTS (Deta_5
FAIR VALUE MEASUREMENTS (Details) - Schedule of Fair Value Measurement Inputs and Valuation Techniques - $ / shares | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Dec. 31, 2020 | Dec. 18, 2020 | Dec. 31, 2019 | |
Schedule of Fair Value Measurement Inputs and Valuation Techniques [Abstract] | ||||
Risk-free interest rate | 0.76% | 0.43% | 0.45% | |
Expected volatility | 60.00% | 60.00% | 50.00% | 80.00% |
Share Price | $ 10.15 | $ 8.90 | ||
Exercise Price | $ 11.50 | $ 11.50 | $ 11.50 | |
Expiration date | Dec. 18, 2025 | Dec. 18, 2025 |
INVENTORY (Details) - Schedul_2
INVENTORY (Details) - Schedule of Inventories - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Inventory [Line Items] | ||||
Raw materials | $ 1,035 | $ 1,148 | $ 1,022 | |
Total | 13,148 | 10,190 | [1] | 5,416 |
Cultivated Cannabis [Member] | ||||
Inventory [Line Items] | ||||
Work in progress | 67 | 1,482 | 1,205 | |
Harvested Cannabis And Extracts [Member] | ||||
Inventory [Line Items] | ||||
Work in progress | 3,230 | 274 | 90 | |
Cannabis Extracts [Member] | ||||
Inventory [Line Items] | ||||
Finished goods | 8,556 | 7,003 | 2,081 | |
Other Inventory [Member] | ||||
Inventory [Line Items] | ||||
Finished goods | $ 260 | $ 283 | $ 1,018 | |
[1] | See Note 3. for information on the restatement adjustment as of December 31, 2020. |
BUSINESS COMBINATIONS (Detail_6
BUSINESS COMBINATIONS (Details) - Schedule of reconciles the elements of the Business Combination - Clever Leaves [Member] - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | [1] | |
BUSINESS COMBINATIONS (Details) - Schedule of reconciles the elements of the Business Combination [Line Items] | |||
Cash – SAMA trust and cash, net of redemptions | $ 86,644 | $ 86,644 | |
Cash – SAMA PIPE | 6,000 | 6,000 | |
Non-cash PIK | (2,881) | (2,881) | |
Cash assumed from SAMA | 698 | 698 | |
Cash consideration to certain Clever Leaves shareholders | (3,057) | ||
Less: transaction costs and advisory fees | (13,895) | (13,895) | |
Net Business Combination | 73,509 | 73,509 | |
Non-cash PIK | 2,881 | ||
Deferred issuance costs | 1,503 | 1,503 | |
Warranty liability | (29,841) | (29,841) | |
Net liabilities assumed from SAMA | (258) | $ (258) | |
Net contributions from Business Combination | $ 47,794 | ||
[1] | Following the SEC statement in April 2021, the Company determined that the private warrants should be classified as a liability. Refer to Note 3. for more information and the impact on the Company’s financial statements. |
INTANGIBLE ASSETS (Details) -_3
INTANGIBLE ASSETS (Details) - Schedule of finite-lived and indefinite-lived intangible assets - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Finite-lived intangible assets: | ||||
Gross Carrying Amount | $ 26,091 | $ 26,091 | $ 26,091 | |
Accumulated Amortization | 2,593 | 1,812 | 581 | |
Net Carrying Amount | 23,498 | 24,279 | [1] | 25,510 |
Finite-Lived Intangible Assets [Member] | ||||
Finite-lived intangible assets: | ||||
Gross Carrying Amount | 7,091 | 7,091 | 7,091 | |
Accumulated Amortization | 2,593 | 1,812 | 581 | |
Net Carrying Amount | 4,498 | 5,279 | 6,510 | |
Indefinite-lived Intangible Assets [Member] | ||||
Finite-lived intangible assets: | ||||
Gross Carrying Amount | 19,000 | 19,000 | ||
Accumulated Amortization | ||||
Net Carrying Amount | 19,000 | 19,000 | ||
Customer Contracts [Member] | Finite-Lived Intangible Assets [Member] | ||||
Finite-lived intangible assets: | ||||
Gross Carrying Amount | 925 | 925 | 925 | |
Accumulated Amortization | 925 | 525 | 71 | |
Net Carrying Amount | $ 400 | $ 854 | ||
Weighted- Average Useful Life (in Years) | 0 years | 6 months | 8 years | |
Customer Relationships [Member] | Finite-Lived Intangible Assets [Member] | ||||
Finite-lived intangible assets: | ||||
Gross Carrying Amount | $ 1,000 | $ 1,000 | $ 1,000 | |
Accumulated Amortization | 395 | 304 | 122 | |
Net Carrying Amount | $ 605 | $ 696 | $ 878 | |
Weighted- Average Useful Life (in Years) | 3 years 10 months 24 days | 4 years 4 months 24 days | 5 years 2 months 12 days | |
Customer List [Member] | Finite-Lived Intangible Assets [Member] | ||||
Finite-lived intangible assets: | ||||
Gross Carrying Amount | $ 650 | $ 650 | $ 650 | |
Accumulated Amortization | 282 | 217 | 87 | |
Net Carrying Amount | $ 368 | $ 433 | $ 563 | |
Weighted- Average Useful Life (in Years) | 2 years 9 months 18 days | 3 years 3 months 18 days | 4 years 3 months 18 days | |
Brand [Member] | Finite-Lived Intangible Assets [Member] | ||||
Finite-lived intangible assets: | ||||
Gross Carrying Amount | $ 4,516 | $ 4,516 | $ 4,516 | |
Accumulated Amortization | 991 | 766 | 302 | |
Net Carrying Amount | $ 3,525 | $ 3,750 | $ 4,214 | |
Weighted- Average Useful Life (in Years) | 7 years 9 months 18 days | 8 years 3 months 18 days | 9 years 3 months 18 days | |
Licenses [Member] | Finite-Lived Intangible Assets [Member] | ||||
Finite-lived intangible assets: | ||||
Gross Carrying Amount | $ 19,000 | $ 19,000 | ||
Accumulated Amortization | ||||
Net Carrying Amount | $ 19,000 | $ 19,000 | ||
[1] | See Note 3. for information on the restatement adjustment as of December 31, 2020. |
INTANGIBLE ASSETS (Details) -_4
INTANGIBLE ASSETS (Details) - Schedule of finite-lived intangible assets amortization expense - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Schedule of finite-lived intangible assets amortization expense [Abstract] | ||
2021 | $ 382 | $ 1,164 |
2022 | 795 | 764 |
2023 | 715 | 702 |
2024 | 542 | 585 |
2025 | 572 | 542 |
Thereafter | 1,492 | 1,522 |
Total | $ 4,498 | $ 5,279 |
GOODWILL (Details) - Schedule_2
GOODWILL (Details) - Schedule of changes in goodwill - USD ($) $ in Thousands | Jun. 30, 2021 | Jun. 30, 2020 | |
Goodwill [Line Items] | |||
Cumulative goodwill impairment charges | [1] | $ 1,682 | |
Cannabinoid [Member] | |||
Goodwill [Line Items] | |||
Cumulative goodwill impairment charges | [1] | ||
Non-Cannabinoid [Member] | |||
Goodwill [Line Items] | |||
Cumulative goodwill impairment charges | [1] | $ 1,682 | |
[1] | Amount refers to cumulative goodwill impairment charges related to impairments recognized in 2020; no impairment charges were recognized during the three months ended March 31, 2021. |
DEBT (Details) - Schedule of _2
DEBT (Details) - Schedule of debt - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |||
DEBT (Details) - Schedule of debt [Line Items] | ||||||
Total Debt | $ 33,678 | $ 33,843 | $ 33,728 | |||
Less: Current portion of long-term debt | (27,119) | |||||
Ending balance | 6,559 | |||||
Series D Due March 2022 | ||||||
DEBT (Details) - Schedule of debt [Line Items] | ||||||
Total Debt | 27,119 | [1] | 27,142 | [2] | 26,566 | [2] |
Loan due May 2023 and other borrowings | ||||||
DEBT (Details) - Schedule of debt [Line Items] | ||||||
Total Debt | $ 6,559 | $ 6,701 | $ 7,162 | |||
[1] | Net of debt issuance costs of $483 and $741 in 2021 and 2020, respectively. | |||||
[2] | Net of debt issuance costs of $741 and $1,183 in 2020 and 2019. |
GENERAL AND ADMINISTRATION (D_2
GENERAL AND ADMINISTRATION (Details) - Schedule of general and administrative expenses - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Schedule of general and administrative expenses [Abstract] | |||||||
Salaries and benefits | $ 3,660 | $ 4,280 | $ 6,986 | $ 8,826 | $ 13,354 | $ 15,238 | |
Office and administration | 1,280 | 651 | 2,466 | 1,279 | 3,319 | 4,167 | |
Professional fees | 1,573 | 1,579 | 3,807 | 2,975 | 6,985 | 10,295 | |
Share based compensation | 3,323 | 297 | 4,873 | 713 | 1,652 | 1,522 | |
Rent | 397 | 305 | 657 | 770 | 1,700 | 1,692 | |
Other | 373 | 152 | 559 | 821 | 2,818 | 2,065 | |
Total | $ 10,606 | $ 7,264 | $ 19,348 | $ 15,384 | $ 29,828 | [1] | $ 34,979 |
[1] | See Note 3. for information on the restatement adjustment as of December 31, 2020. |
SHARE-BASED COMPENSATION (Det_5
SHARE-BASED COMPENSATION (Details) - Schedule of share-based payment arrangement, option, activity - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Schedule of share-based payment arrangement, option, activity [Abstract] | ||
Stock Options Outstanding, beginning balance | 896,888 | |
Weighted-Average Exercise Outstanding, beginning | $ 5.22 | $ 14.18 |
Weighted-Average Remaining Contractual Term (Years), Outstanding term, beginning | 3 years 11 months 15 days | 3 years 2 months 15 days |
Aggregate Intrinsic Value, Outstanding beginning | $ 2,889 | |
Stock Options Outstanding, ending balance | 802,769 | 896,888 |
Weighted-Average Exercise Price Outstanding, ending balance | $ 5.96 | $ 5.22 |
Weighted-Average Remaining Contractual Term (Years) Outstanding, term, ending | 3 years 11 months 19 days | 3 years 11 months 15 days |
Aggregate Intrinsic Value, Outstanding, ending | $ 3,361 | $ 2,889 |
Stock Options, Vested and expected to vest | 791,488 | 885,607 |
Weighted-Average Exercise Price, Vested and expected to vest | $ 5.90 | $ 5.60 |
Weighted-Average Remaining Contractual Term (Years), Vested and expected to vest | 4 years 1 month 2 days | 3 years 11 months 19 days |
Aggregate Intrinsic Value, Vested and expected to vest | $ 3,364 | $ 2,906 |
Stock Options, Vested and exercisable | 413,241 | 419,498 |
Weighted-Average Exercise Price, Vested and exercisable | $ 6.23 | $ 6.80 |
Weighted-Average Remaining Contractual Term (Years), Vested and exercisable | 3 years 9 months 7 days | 3 years 9 months 10 days |
Aggregate Intrinsic Value, Vested and exercisable | $ 1,702 | $ 944 |
Stock Options, Granted | 60,079 | 121,291 |
Weighted-Average Exercise Price, Granted | $ 13.92 | $ 6.71 |
Weighted-Average Remaining Contractual Term (Years), Granted | 9 years 8 months 12 days | 3 years 7 months 20 days |
Stock Options, Exercised | (40,942) | (88,706) |
Weighted-Average Exercise Price, Exercised | $ 0.24 | $ 0.24 |
Aggregate Intrinsic Value, Exercised | $ 434 | $ 705 |
Stock Options, Forfeited | (27,857) | (331,241) |
Weighted-Average Exercise Price, Forfeited | $ 12.11 | $ 11.86 |
Stock Options, Expired | (85,399) | |
Weighted-Average Exercise Price, Expired | $ 8.40 |
SHARE-BASED COMPENSATION (Det_6
SHARE-BASED COMPENSATION (Details) - Schedule of unvested restricted stock units roll forward | 6 Months Ended |
Jun. 30, 2021$ / sharesshares | |
Time-based Restricted Share Units [Member] | |
SHARE-BASED COMPENSATION (Details) - Schedule of unvested restricted stock units roll forward [Line Items] | |
Restricted Share Units, Unvested, beginning balance | shares | 78,634 |
Weighted-Average Grant Date Fair Value, Unvested, beginning price | $ / shares | $ 3.25 |
Restricted Share Units, Granted | shares | 365,300 |
Weighted-Average Grant Date Fair Value, Granted | $ / shares | $ 14.04 |
Restricted Share Units, Vested | shares | (12,824) |
Weighted-Average Grant Date Fair Value, Vested | $ / shares | $ 8.66 |
Restricted Share Units, Canceled/forfeited | shares | (6,219) |
Weighted-Average Grant Date Fair Value, Canceled/forfeited | $ / shares | $ 13.89 |
Restricted Share Units, Unvested, ending balance | shares | 424,891 |
Weighted-Average Grant Date Fair Value, Unvested, ending balance | $ / shares | $ 12.28 |
Market-based Restricted Share Units [Member] | |
SHARE-BASED COMPENSATION (Details) - Schedule of unvested restricted stock units roll forward [Line Items] | |
Restricted Share Units, Unvested, beginning balance | shares | |
Weighted-Average Grant Date Fair Value, Unvested, beginning price | $ / shares | |
Restricted Share Units, Granted | shares | 1,038,718 |
Weighted-Average Grant Date Fair Value, Granted | $ / shares | $ 13.89 |
Restricted Share Units, Canceled/forfeited | shares | (20,666) |
Weighted-Average Grant Date Fair Value, Canceled/forfeited | $ / shares | $ 4.02 |
Restricted Share Units, Unvested, ending balance | shares | 1,018,052 |
Weighted-Average Grant Date Fair Value, Unvested, ending balance | $ / shares | $ 13.89 |
SHARE-BASED COMPENSATION (Det_7
SHARE-BASED COMPENSATION (Details) - Schedule of share-based payment award, stock options, valuation assumptions - Market-based Restricted Share Units [Member] | 6 Months Ended |
Jun. 30, 2021$ / shares | |
SHARE-BASED COMPENSATION (Details) - Schedule of share-based payment award, stock options, valuation assumptions [Line Items] | |
Grant date share price (in Dollars per share) | $ 14.40 |
Risk-free interest rate | 0.50% |
Expected dividend yield | 0.00% |
Expected volatility | 90.00% |
Minimum [Member] | |
SHARE-BASED COMPENSATION (Details) - Schedule of share-based payment award, stock options, valuation assumptions [Line Items] | |
Expected life (in years) | 1 year 9 months 18 days |
Maximum [Member] | |
SHARE-BASED COMPENSATION (Details) - Schedule of share-based payment award, stock options, valuation assumptions [Line Items] | |
Expected life (in years) | 3 years 9 months 18 days |
SHARE-BASED COMPENSATION (Det_8
SHARE-BASED COMPENSATION (Details) - Schedule of share-based compensation expense Restricted Stock Unit (RSUs) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
SHARE-BASED COMPENSATION (Details) - Schedule of share-based compensation expense Restricted Stock Unit (RSUs) [Line Items] | ||||||
Shared Based Compensation Expense | $ 3,323 | $ 297 | $ 4,873 | $ 713 | $ 1,652 | $ 1,522 |
Stock Options [Member] | ||||||
SHARE-BASED COMPENSATION (Details) - Schedule of share-based compensation expense Restricted Stock Unit (RSUs) [Line Items] | ||||||
Shared Based Compensation Expense | 365 | 297 | 721 | 713 | ||
Restricted Stock Units (RSUs) [Member] | ||||||
SHARE-BASED COMPENSATION (Details) - Schedule of share-based compensation expense Restricted Stock Unit (RSUs) [Line Items] | ||||||
Shared Based Compensation Expense | $ 2,958 | $ 4,152 | $ 286 |
SEGMENT REPORTING (Details) -_3
SEGMENT REPORTING (Details) - Schedule of segment reporting information, by segment - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
Jun. 30, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |||
Segment Net Sales: | |||||||||
Total Net Sales | $ 3,672 | $ 1,939 | $ 7,149 | $ 4,853 | $ 12,117 | [1] | $ 7,834 | ||
Segment Profit (Loss): | |||||||||
Gross profit | 2,334 | 907 | 4,565 | 3,068 | 7,413 | [1] | 3,102 | ||
Non-cash share based compensation | 4,873 | 713 | 1,652 | [2] | 1,522 | [2] | |||
Depreciation and amortization | 524 | 365 | 1,103 | 717 | 1,854 | [1] | 1,480 | ||
Goodwill impairment | 1,682 | 1,682 | [1],[2] | [2] | |||||
Loss from operations | (9,603) | (7,325) | (17,371) | (16,499) | (28,528) | [1] | (36,540) | ||
Loss on fair value of derivative instrument | (13) | 657 | [1] | 421 | |||||
Loss(gain) on remeasurement of warrant liability | (3,675) | 10,780 | [2] | [2] | |||||
Loss on investments | 67 | 228 | 464 | [1] | 756 | ||||
Foreign exchange loss | 80 | 311 | 839 | 359 | 491 | [1] | 1,575 | ||
Interest expense | 920 | 953 | 1,898 | 1,789 | |||||
Miscellaneous, net | (485) | 105 | (1,087) | 48 | (284) | [1] | 534 | ||
Loss before loss from equity investment | (8,942) | (8,748) | (22,696) | (18,923) | |||||
Operating Segments | |||||||||
Segment Net Sales: | |||||||||
Total Net Sales | 3,672 | 1,939 | 7,149 | 4,853 | 12,117 | 7,834 | |||
Segment Profit (Loss): | |||||||||
Gross profit | (2,970) | (4,521) | (5,222) | (9,442) | (16,935) | (24,636) | |||
Long-lived assets | |||||||||
Long-lived assets | 28,704 | 28,704 | 25,680 | 24,432 | |||||
Reconciliation | |||||||||
Segment Profit (Loss): | |||||||||
Gross profit | (2,970) | (4,521) | (5,222) | (9,442) | (16,935) | (24,636) | |||
Unallocated corporate expenses | (2,786) | (2,141) | (6,173) | (3,945) | 25,891 | 45,884 | |||
Non-cash share based compensation | (3,323) | (297) | (4,873) | (713) | 1,652 | 1,522 | |||
Depreciation and amortization | (524) | (365) | (1,103) | (717) | 1,854 | 1,480 | |||
Goodwill impairment | (1,682) | 1,682 | |||||||
Loss from operations | (9,603) | (7,325) | (17,371) | (16,499) | 28,528 | 36,540 | |||
Loss on fair value of derivative instrument | (13) | 657 | 421 | ||||||
Loss(gain) on remeasurement of warrant liability | (1,176) | 3,675 | |||||||
Loss on investments | 67 | 228 | 464 | 756 | |||||
Foreign exchange loss | 80 | 311 | 839 | 359 | 491 | 1,575 | |||
Miscellaneous, net | (284) | 534 | |||||||
Cannabinoid | |||||||||
Segment Profit (Loss): | |||||||||
Goodwill impairment | |||||||||
Cannabinoid | Operating Segments | |||||||||
Segment Net Sales: | |||||||||
Total Net Sales | 579 | 153 | 1,256 | 395 | 2,511 | 133 | |||
Segment Profit (Loss): | |||||||||
Gross profit | (3,604) | (4,454) | (6,468) | (9,855) | (18,798) | (25,250) | |||
Long-lived assets | |||||||||
Long-lived assets | 28,528 | 28,528 | 25,485 | 24,209 | |||||
Non-Cannabinoid | |||||||||
Segment Profit (Loss): | |||||||||
Goodwill impairment | $ 1,682 | 1,682 | 1,682 | ||||||
Non-Cannabinoid | Operating Segments | |||||||||
Segment Net Sales: | |||||||||
Total Net Sales | 3,093 | 1,786 | 5,893 | 4,458 | 9,606 | 7,701 | |||
Segment Profit (Loss): | |||||||||
Gross profit | 634 | $ (67) | 1,246 | $ 413 | 1,863 | 614 | |||
Long-lived assets | |||||||||
Long-lived assets | 151 | 151 | 176 | $ 207 | |||||
Other | Operating Segments | |||||||||
Long-lived assets | |||||||||
Long-lived assets | $ 25 | $ 25 | $ 19 | ||||||
[1] | See Note 3. for information on the restatement adjustment as of December 31, 2020. | ||||||||
[2] | See Note 3. for information on the restatement adjustment as of December 31, 2020 and on the reclassification adjustment as of December 31, 2019. |
SEGMENT REPORTING (Details) -_4
SEGMENT REPORTING (Details) - Schedule of disaggregation of revenue by channel - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 3,672 | $ 1,939 | $ 7,149 | $ 4,853 |
Mass retail | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 1,721 | 1,012 | 3,609 | 2,033 |
Specialty, health and other retail | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 350 | 598 | 575 | 910 |
Distributors | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 1,448 | 236 | 2,680 | 1,575 |
E-commerce | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 153 | $ 93 | $ 285 | $ 335 |
NET LOSS PER SHARE (Details) _3
NET LOSS PER SHARE (Details) - Schedule of basic and diluted net loss per share - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | [4],[5] | Dec. 31, 2019 | ||
Numerator: | ||||||||||
Net loss | $ (8,956) | $ (13,765) | $ (8,753) | $ (10,186) | $ (22,721) | $ (18,939) | $ (25,895) | [1],[2],[3] | $ (45,980) | [3],[6] |
Adjustments to reconcile to net loss available to common stockholders: | ||||||||||
Net loss attributable to non-controlling interests | (744) | (1,648) | $ (6,450) | |||||||
Net loss attributable to Clever Leaves Holdings Inc. common shareholders – basic and diluted | $ (8,956) | $ (8,009) | $ (22,721) | $ (17,291) | ||||||
Denominator: | ||||||||||
Weighted-average common shares outstanding – basic and diluted (in Shares) | 25,588,987 | 9,800,604 | 25,311,077 | 9,052,317 | 10,815,580 | 7,814,796 | ||||
Net loss per share attributable to Clever Leaves Holdings Inc. common shareholders – basic and diluted (in Dollars per share) | $ (0.35) | $ (0.82) | $ (0.90) | $ (1.91) | $ (3.34) | $ (5.06) | ||||
[1] | Following the SEC statement in April 2021, the Company determined that the private warrants should be classified as a liability. Refer to Note 3. for more information and the impact on the Company’s financial statements. | |||||||||
[2] | Loss before income taxes of $25,891 plus loss from equity investment of $4. | |||||||||
[3] | See Note 3. for information on the restatement adjustment as of December 31, 2020 and on the reclassification adjustment as of December 31, 2019. | |||||||||
[4] | See Note 3. for information on the restatement adjustment as of December 31, 2020. | |||||||||
[5] | See Note 3. for information on the restatement adjustment as of December 31, 2020. | |||||||||
[6] | Loss before income taxes of $45,884 plus loss from equity investment of $96. |
NET LOSS PER SHARE (Details) _4
NET LOSS PER SHARE (Details) - Schedule of antidilutive securities excluded from computation of earnings per share - shares | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 20,666,383 | 1,083,498 | 20,079,536 | 1,259,141 |
Common stock warrants [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 17,850,460 | 17,963,591 | 63,597 | |
SAMA earnout shares [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 570,211 | 1,140,423 | ||
Stock options [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 802,769 | 1,083,498 | 896,888 | 1,195,544 |
Unvested restricted share units [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 1,442,943 | 78,634 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) | Jul. 02, 2021 | Jun. 30, 2021 |
SUBSEQUENT EVENTS (Details) [Line Items] | ||
Agreement principal amount (in Dollars) | $ 12,500 | |
Issuance of interest rate | 5.00% | |
Discount to the closing price per share | 8.00% | |
Optional redemption rate (in Dollars per share) | $ 6.44 | |
Convertible note (in Dollars) | $ 12,500,000 | |
Closing price per share, description | the Nasdaq Capital Market is below $7.00 for 15 consecutive trading days, neither party will be permitted to redeem any portion of the Convertible Note until the closing price per common share has been above $7.00 for 15 consecutive trading days, and the holder of the Convertible Note may elect to receive cash repayment of principal and accrued interest on the Convertible Note, in an amount not to exceed $3,500,000 in any 30 consecutive calendar day period, which amount shall be reduced to $2,000,000 when the principal on the Convertible Note is less than $12,500,000. | |
Outstanding common shares, percentage | 9.99% | |
Increase interest rate | 5.00% | |
Debt convertible note percent | 10.00% | |
Convertable cash equal percent | 0.75% | |
Aggregate outstanding principal amount rate | 90.00% | |
Subsequent Event [Member] | ||
SUBSEQUENT EVENTS (Details) [Line Items] | ||
Grant of RSUs, description | the Company granted 431,566 additional RSUs to employees with 4 years vesting period available under the 2020 Earnout Award Plan. Please refer to Note 13 for more details on the 2020 Earnout Plan. | |
2024 Notes Purchase Agreement [Member] | ||
SUBSEQUENT EVENTS (Details) [Line Items] | ||
Agreement principal amount (in Dollars) | $ 25,000 | |
Per share price (in Dollars per share) | $ 13.50 |