Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 22, 2022 | Jun. 30, 2021 | |
Entity Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-39820 | ||
Entity Registrant Name | Clever Leaves Holdings Inc. | ||
Entity Incorporation, State or Country Code | A1 | ||
Entity Address, Address Line One | 6501 Congress Ave | ||
Entity Address, Address Line Two | Suite 240 | ||
Entity Address, City or Town | Boca Raton | ||
Entity Address, State or Province | FL | ||
Entity Address, Postal Zip Code | 33487 | ||
City Area Code | 561 | ||
Local Phone Number | 634-7430 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 131.5 | ||
Documents Incorporated by Reference [Text Block] | None. | ||
Entity Central Index Key | 0001819615 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Common Shares | |||
Entity Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 29,789,406 | ||
Common Shares | The Nasdaq Stock Market LLC | |||
Entity Information [Line Items] | |||
Title of 12(b) Security | Common shares without par value | ||
Trading Symbol | CLVR | ||
Security Exchange Name | NASDAQ | ||
Warrants | The Nasdaq Stock Market LLC | |||
Entity Information [Line Items] | |||
Title of 12(b) Security | Warrants, each warrant exercisable for one common share at an exercise price of $11.50 | ||
Trading Symbol | CLVRW | ||
Security Exchange Name | NASDAQ | ||
Non-voting | |||
Entity Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 332,961 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2021 | |
Audit Information [Abstract] | |
Auditor Name | BDO Canada LLP |
Auditor Firm ID | 1227 |
Auditor Location | Vancouver, British Columbia, |
Consolidated Statements of Fina
Consolidated Statements of Financial Position - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current: | ||
Cash and cash equivalents | $ 37,226 | $ 79,107 |
Restricted cash | 473 | 353 |
Accounts receivable, net | 2,222 | 1,676 |
Prepaids, advances and other | 2,668 | 3,174 |
Other receivables | 2,396 | 1,306 |
Inventories, net | 15,408 | 10,190 |
Total current assets | 60,393 | 95,806 |
Investment – Cansativa | 1,458 | 1,553 |
Property, plant and equipment, net of accumulated depreciation of $5,702 and $3,356 for the years ended December 31, 2021 and 2020, respectively | 30,932 | 25,680 |
Intangible assets, net | 23,117 | 24,279 |
Goodwill | 0 | 18,508 |
Other non-current assets | 260 | 52 |
Total Assets | 116,160 | 165,878 |
Current: | ||
Accounts payable | 3,981 | 4,429 |
Accrued expense and other current liabilities | 2,898 | 4,865 |
Loans and borrowings, current portion | 949 | 880 |
Warrant liability | 2,205 | 19,061 |
Deferred revenue | 653 | 870 |
Total current liabilities | 27,245 | 30,105 |
Loans and borrowings | 6,447 | 5,821 |
Deferred revenue | 1,548 | 1,167 |
Deferred tax liabilities | 6,650 | 5,700 |
Other long-term liabilities | 360 | 693 |
Total Liabilities | 43,390 | 70,628 |
Contingencies and commitments | ||
Shareholders’ equity | ||
Preferred shares, without par value, unlimited shares authorized, nil shares issued and outstanding for each of December 31, 2021 and 2020 | 0 | 0 |
Common shares, without par value, unlimited shares authorized: 26,605,797 and 24,883,024 shares issued and outstanding as of December 31, 2021 and 2020, respectively | 0 | 0 |
Additional paid-in capital | 187,510 | 164,264 |
Accumulated deficit | (114,740) | (69,014) |
Total shareholders' equity | 72,770 | 95,250 |
Total liabilities and shareholders' equity | 116,160 | 165,878 |
Convertible note due 2024 | ||
Current: | ||
Convertible note due 2024, current portion | 16,559 | 0 |
Convertible notes | 1,140 | 0 |
Convertible notes due 2022 | ||
Current: | ||
Convertible notes | $ 0 | $ 27,142 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Financial Position (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Property, plant and equipment, accumulated depreciation | $ 5,702 | $ 3,356 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, shares issued (in shares) | 26,605,797 | 24,883,024 |
Common stock, shares outstanding (in shares) | 26,605,797 | 24,883,024 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | ||
Income Statement [Abstract] | |||
Revenue | $ 15,374 | $ 12,117 | |
Cost of sales: | |||
Cost of sales, before inventory write-down | (5,585) | (4,305) | |
Inventory write-down | (2,980) | (399) | |
Total cost of sales | (8,565) | (4,704) | |
Gross profit | 6,809 | 7,413 | |
Expenses | |||
General and administrative | 38,398 | 28,819 | |
Sales and marketing | 3,796 | 2,577 | |
Research and development | 1,546 | 1,009 | [1] |
Goodwill impairment | 18,508 | 1,682 | |
Depreciation and amortization | 1,768 | 1,854 | |
Total expenses | 64,016 | 35,941 | |
Loss from operations | (57,207) | (28,528) | |
Other Expense (Income), net | |||
Interest and amortization of debt issuance cost | 6,818 | 4,455 | |
Gain on remeasurement of warrant liability | (16,856) | (10,780) | |
Loss on investments | 0 | 464 | |
(Gain) loss on debt extinguishment, net | (3,262) | 2,360 | |
Loss on fair value of derivative instrument | 0 | 657 | |
Foreign exchange loss | 1,276 | 491 | |
Other income, net | (502) | (284) | |
Total other income, net | (12,526) | (2,637) | |
Loss before income taxes and equity investment loss | (44,681) | (25,891) | |
Deferred income tax expense | 950 | 0 | |
Equity investment share of loss | 95 | 4 | |
Net loss | $ (45,726) | $ (25,895) | |
Net loss per share - basic (dollars per share) | $ (1.78) | $ (3.34) | |
Net loss per share - diluted (dollars per share) | $ (1.78) | $ (3.34) | |
Weighted-average common shares outstanding - basic (in shares) | 25,690,096 | 10,815,580 | |
Weighted-average common shares outstanding - diluted (in shares) | 25,690,096 | 10,815,580 | |
[1] | The Company reclassified $1,009 research and development expenses, reported in previous period in general and development expense, to conform to the current period presentation. |
Consolidated Statements of Op_2
Consolidated Statements of Operations and Comprehensive Loss (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | ||
Income Statement [Abstract] | |||
Research and development | $ 1,546 | $ 1,009 | [1] |
[1] | The Company reclassified $1,009 research and development expenses, reported in previous period in general and development expense, to conform to the current period presentation. |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders’ Equity - USD ($) $ in Thousands | Total | Common Shares | Additional Paid-in Capital | Retained Deficit | Accumulated Deficit Other Comprehensive Income |
Beginning balance (in shares) at Dec. 31, 2019 | 8,304,030 | ||||
Beginning balance at Dec. 31, 2019 | $ 50,193 | $ 0 | $ 77,431 | $ (31,933) | $ 4,695 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (25,895) | (25,895) | |||
Stock issuance (in shares) | 2,574,374 | ||||
Stock issuance | 18,087 | 18,087 | |||
Share-based compensation expense | 1,652 | 1,652 | |||
Shares repurchase (in shares) | (233,788) | ||||
Share repurchase | $ (6,250) | (6,250) | |||
Stock option exercise (in shares) | 88,706 | 88,707 | |||
Stock option exercise | $ 20 | 20 | |||
Issuance of common shares upon vesting of RSUs (in shares) | 2,989 | ||||
Share exchange, net (in shares) | 717,085 | ||||
Conversion of Convertible Debentures (in shares) | 984,567 | ||||
Conversion of Convertible Debentures | 9,850 | 9,850 | |||
Common shares issued for exercise of warrants (in shares) | 300,000 | ||||
Common shares issued for exercise of warrants | 3 | 3 | |||
Conversion of the redeemable non-controlling interest (in shares) | 1,562,339 | ||||
Conversion of the redeemable non-controlling interest | 0 | 4,695 | (4,695) | ||
Business combination and PIPE financing (in shares) | 10,582,721 | ||||
Business combination and PIPE financing | 47,794 | 47,794 | |||
Accretion of Class D preferred shares to liquidation preference on automatic conversion | 0 | 10,219 | (10,219) | ||
Reclassification and other | (204) | 763 | (967) | ||
Ending balance (in shares) at Dec. 31, 2020 | 24,883,024 | ||||
Ending balance at Dec. 31, 2020 | 95,250 | $ 0 | 164,264 | (69,014) | 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (45,726) | (45,726) | |||
Share-based compensation expense | $ 11,451 | 11,451 | |||
Founders earnout shares vested (in shares) | 570,212 | ||||
Stock option exercise (in shares) | 40,942 | 40,942 | |||
Stock option exercise | $ 10 | 10 | |||
Issuance of common shares upon vesting of RSUs (in shares) | 268,895 | ||||
Exercise of warrants (in shares) | 122,639 | ||||
Exercise of warrants | 1,410 | 1,410 | |||
Beneficial conversion feature of Convertible Note | 4,748 | 4,748 | |||
Conversions of Convertible Note to common shares (in shares) | 720,085 | ||||
Conversions of Convertible Note to common shares | 6,047 | 6,047 | |||
Reclassification and other | (420) | (420) | |||
Ending balance (in shares) at Dec. 31, 2021 | 26,605,797 | ||||
Ending balance at Dec. 31, 2021 | $ 72,770 | $ 0 | $ 187,510 | $ (114,740) | $ 0 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | |||
Cash Flow from Operating Activities | ||||
Net loss | $ (45,726) | $ (25,895) | ||
Adjustments to reconcile to net cash used in operating activities: | ||||
Depreciation and amortization | 3,508 | 3,590 | ||
Amortization of debt discount and debt issuance cost | 4,227 | 426 | [1] | |
Inventory write-down | 2,980 | 399 | ||
Fixed Asset write-off | 228 | 0 | ||
Gain on remeasurement of warrant liability | (16,856) | (10,780) | ||
Deferred tax | 950 | 0 | ||
Foreign exchange loss | 1,276 | 491 | ||
Share-based compensation expense | 11,451 | 1,652 | ||
Goodwill impairment | 18,508 | 1,682 | ||
Loss on investment | 0 | 319 | ||
Loss on equity method investment, net | 95 | 148 | ||
(Gain) loss on debt extinguishment, net | (3,262) | 2,360 | ||
Loss on derivative instruments | 0 | 657 | ||
Other non-cash expense, net | 697 | 3,426 | [1] | |
Changes in operating assets and liabilities: | ||||
(Increase) in accounts receivable | (546) | (1,150) | ||
Decrease in prepaid expenses | 506 | 118 | ||
(Increase) in other receivables and other non-current assets | (1,298) | (230) | ||
(Increase) in inventory | (8,198) | (5,173) | ||
(Decrease) increase in accounts payable and other current liabilities | (4,197) | 3,198 | ||
(Decrease) increase in accrued and other non-current liabilities | (576) | 2,801 | ||
Net cash used in operating activities | (36,233) | (21,961) | ||
Cash Flow from Investing Activities | ||||
Purchase of property, plant and equipment | (7,280) | (3,665) | ||
Net cash used in investing activities | (7,280) | (3,665) | ||
Cash Flow from Financing Activities | ||||
Proceeds from issuance of long-term debt | 25,000 | 9,737 | ||
Repayment of debt | (26,538) | (4,191) | ||
Other borrowings | 2,917 | 992 | ||
Proceeds from issuance of shares, net of issuance costs | 0 | 18,021 | ||
Purchase and cancellation of shares | 0 | (6,250) | ||
Proceeds from exercise of warrants | 1,410 | 0 | ||
Deferred debt issuance costs | (965) | 0 | ||
Stock option exercise | 10 | 20 | ||
Business Combination and PIPE financing, net of costs paid | 0 | 73,509 | ||
Net cash provided by financing activities | 1,834 | 91,838 | ||
Effect of exchange rate changes on cash, cash equivalents & restricted cash | (82) | 50 | ||
Decrease in cash, cash equivalents & restricted cash | [2] | (41,761) | 66,262 | |
Cash, cash equivalents & restricted cash, beginning of period | [2] | 79,460 | 13,198 | |
Cash, cash equivalents & restricted cash, end of period | [2] | 37,699 | 79,460 | |
Supplemental schedule of cash flow information: | ||||
Cash paid for interest | 492 | 603 | ||
Supplemental disclosures for non-cash activity: | ||||
Conversions of debt to common shares | 6,047 | 0 | ||
Conversion of Convertible Debentures | 0 | 9,850 | ||
Non-cash exchange of redeemable non-controlling interest | 0 | 4,695 | ||
Non-cash paid-in-kind-interest | 697 | 2,881 | ||
Unpaid property, plant and equipment | $ 546 | $ 0 | ||
[1] | The Company reclassified $426 debt issuance amortization, reported in previous period in other-noncash expense, net to debt issuance amortization, to conform to the current period presentation. | |||
[2] | These amounts include restricted cash of $473 and $353 as of December 31, 2021 and December 31, 2020, respectively, which are comprised primarily of cash on deposits for certain lease arrangements. |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | ||
Statement of Cash Flows [Abstract] | |||
Restricted cash | $ 473 | $ 353 | |
Amortization of debt discount and debt issuance cost | $ 4,227 | $ 426 | [1] |
[1] | The Company reclassified $426 debt issuance amortization, reported in previous period in other-noncash expense, net to debt issuance amortization, to conform to the current period presentation. |
CORPORATE INFORMATION
CORPORATE INFORMATION | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
CORPORATE INFORMATION | CORPORATE INFORMATION Clever Leaves Holdings Inc., (the “Company”) is a multi-national U.S. based holding company focused on cannabinoids. In addition to the cannabinoid business, the Company is also engaged in the non-cannabinoid business of nutraceutical and other natural remedies and wellness products. The Company is incorporated under the Business Corporations Act of British Columbia, Canada. The mailing address of the Company's principal executive office is 6501 Congress Avenue, Suite 240, Boca Raton, FL 33487. Business Combination On December 18, 2020 (the "Closing Date"), Clever Leaves International Inc., a corporation organized under the laws of British Columbia, Canada (“Clever Leaves”), and SAMA consummated the previously announced Business Combination contemplated by the Amended and Restated Business Combination Agreement, dated as of November 9, 2020 (the “Business Combination Agreement”), by and among SAMA, Clever Leaves, Clever Leaves Holdings Inc., a corporation organized under the laws of British Columbia, Canada (“Holdco” or the “Company”), and Novel Merger Sub Inc., a Delaware corporation (“Merger Sub”). Pursuant to the Business Combination Agreement, SAMA agreed to combine with Clever Leaves in the Business Combination that resulted in both Clever Leaves and SAMA becoming wholly-owned subsidiaries of Holdco. 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 shares (the "Exchange Rate") established in the Business Combination Agreement. Activity within the statement of shareholders' equity for the issuances and repurchases of Clever Leaves’ convertible preferred shares were also retroactively converted to Clever Leaves’ common shares. See Note 13 for more information. |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION | BASIS OF PRESENTATION The Company's consolidated financial statements and accompanying notes are prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission, and include the accounts of the Company and its wholly owned subsidiaries. The financial statements of the subsidiaries are prepared for the same reporting period as the parent company. All intercompany transactions, balances, unrealized gains and losses resulting from intra-group transactions, have been eliminated. 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 31, 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. At December 31, 2021, the Company had cash and cash equivalents of $37,699. As of December 31, 2021, the Company’s current working capital, anticipated operating expenses and net losses, and the uncertainties surrounding its ability to raise additional capital as needed, raise substantial doubt as to whether existing cash and cash equivalents will be sufficient to meet its obligations as they come due within twelve months from the date the consolidated financial statements were issued. The consolidated financial statements do not include any adjustments for the recovery and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company’s ability to execute its operating plans through 2023 and beyond depends on its ability to obtain additional funding through equity offerings, debt financing, or other forms of financing to meet planned growth requirements and to fund future operations, which may not be available on acceptable terms, or at all. 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”), which was declared a pandemic by the WHO in March 2020. The spread of COVID-19 has severely impacted many economies around the globe. In many countries, including those where the Company operates, businesses have been forced to cease or limit operations for long or indefinite periods of time. Measures taken to contain the spread of the virus, including travel bans, quarantines, social distancing, and closures of non-essential services have triggered significant disruptions to businesses worldwide, resulting in an economic slowdown. 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 future financial performance to continue to be impacted and result in a delay of certain of its go-to-market initiatives. More recently, other, more infectious, variants of COVID-19 have been identified, which continue to spread throughout the U.S. and worldwide. We could be materially and adversely affected by the risks, or the public perception of the risks, related to an epidemic, pandemic, outbreak, or other public health crisis, such as the current COVID-19 pandemic. Since the onset of the global pandemic in 2020, we have been closely monitoring the spread of COVID-19 and its variants, and plan to continue taking steps to identify and mitigate the adverse impacts on, and risks to, our business posed by its spread and actions taken by governmental and health authorities to address the COVID-19 pandemic. The spread of COVID-19 caused us to modify our business practices, including implementing a temporary global work from home policy in March 2020 for all employees who were able to perform their duties remotely and temporarily restricting all nonessential business travel, and we expect to continue to take actions as may be required or recommended by government authorities or as we determine are in the best interests of our employees, the customers we serve and other business partners in light of COVID-19 and variants thereof. Where and to the extent permitted to be open under local regulations, our office sites are operational with appropriate safety precautions based on vaccination rates and local guidance. The effects of the COVID-19 pandemic continue to evolve and, at this time, we cannot predict when certain restrictions that remain in place to protect our employees and customers will no longer be needed. Recognizing that local conditions vary for our offices around the world and that the trajectory of the virus continues to be uncertain, we may adjust our plans for employees returning to our offices as deemed necessary. Since early 2021, global vaccination efforts have been underway to control the pandemic. However, due to the speed and fluidity with which the COVID-19 pandemic continues to evolve, and the emergence of highly contagious variants, we do not yet know the full extent of the impact of COVID-19 on our business operations. The ultimate extent of the impact of any epidemic, pandemic, outbreak, or other public health crisis on our business, financial condition and results of operations will depend on future developments, which are highly uncertain and cannot be predicted, including new information that may emerge concerning the severity of such epidemic, pandemic, outbreak, or other public health crisis and actions taken to contain or prevent the further spread, including the effectiveness of vaccination and booster vaccination campaigns, among others. Accordingly, we cannot predict the extent to which our business, financial condition and results of operations will be affected. We remain focused on maintaining a strong balance sheet, liquidity and financial flexibility and continue to monitor developments as we deal with the disruptions and uncertainties from a business and financial perspective relating to COVID-19 and variants thereof. For additional information related to the actual or potential impacts of COVID-19 on our business, please read Part I, Item 1A, "Risk Factors" of this Annual Report on Form 10-K. 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 31, 2021 and 2020: Subsidiaries Jurisdiction of incorporation Ownership December 31, 2021 December 31, 2020 Clever Leaves US, Inc. ("SAMA") Delaware, United States 100% 100% NS US Holdings, Inc. Delaware, United States 100% 100% Herbal Brands, Inc. Delaware, United States 100% 100% 1255096 B.C. Ltd. ("Newco") British Columbia, Canada 100% 100% Northern Swan International, Inc. (“NSI”) British Columbia, Canada 100% 100% Arizona Herbal Brands, Inc. (1) British Columbia, Canada 100% 100% Northern Swan Management, Inc. British Columbia, Canada 100% 100% Clever Leaves Australia Pvt Ltd Australia 100% N/A Northern Swan Deutschland Holdings, Inc. British Columbia, Canada 100% 100% Northern Swan Portugal Holdings, Inc. British Columbia, Canada 100% 100% Clever Leaves Portugal Unipessoal LDA Portugal 100% 100% Clever Leaves II Portugal Cultivation SA Portugal 100% 100% Northern Swan Europe, Inc. British Columbia, Canada 100% 100% Nordschwan Holdings, Inc. British Columbia, Canada 100% 100% Clever Leaves Germany GmbH Hamburg, Germany 100% 100% NS Herbal Brands International, Inc. British Columbia, Canada 100% 100% Herbal Brands, Ltd. London, United Kingdom 100% 100% Clever Leaves International, Inc. British Columbia, Canada 100% 100% Eagle Canada Holdings, Inc. (“Eagle Canada”) British Columbia, Canada 100% 100% Ecomedics S.A.S. (“Ecomedics”) Bogota, Colombia 100% 100% Clever Leaves UK Limited London, United Kingdom 100% 100% (1) Arizona Herbal Brands, Inc. was dissolved by way of voluntary dissolution under the Business Corporation Act on December 31, 2021. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | SIGNIFICANT ACCOUNTING POLICIES Use of Accounting 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 and disclosed 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 interests that do not result in a loss of control as transactions with equity owners of the Company. A change in ownership interest results in an adjustment between the carrying amounts of the controlling and non-controlling interests to reflect their relative interests in the subsidiary. Any difference between the amount of the adjustment to non-controlling interests and any consideration paid or received is recognized in equity and attributable to the controlling interest. In regard to the Company’s interests in entities that do not meet the requirements for consolidation, refer to Investments discussion later in this footnote. Background on Amended Form 10-K for the year ended December 31, 2020 Following the Business Combination consummated on December 18, 2020, the Company had outstanding: a) 13,000,000 of public warrants (the "public warrants"), which were initially issued by SAMA in connection with its initial public offering and assumed by the Company in connection with the consummation of the transactions contemplated by the Business Combination; and b) 4,900,000 of private warrants (the "private warrants" and collectively with the public warrants, the “warrants”) issued simultaneously with the consummation of the Business Combination to Schultze Special Purpose Acquisition Sponsor, LLC (the “Sponsor”). Refer to Note 13 for more information on the warrants' terms. 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 30, 2021, the staff of the U.S Securities and Exchange Commission (“SEC”) released a statement, Staff Statement on Accounting and Reporting Considerations for warrants Issued by Special Purpose Acquisition Companies (“SPACs”), on April 12, 2021 (the “SEC Statement”). After consideration of the SEC Statement, and in further consideration of the guidance in Accounting Standard Codification ("ASC") 815-40, Derivatives and Hedging - Contracts in Entity's Own Equity , the Company concluded that the public warrants met the criteria to be classified as a component of equity. The Company concluded that a provision in the private warrants agreement, that differentiates the settlement amount if the warrant is held by a third party rather than held by the initial purchaser or a permitted transferee, precludes the private warrants from being accounted for as a component of equity. As a result, the Company determined that the private warrants should be recorded as liabilities, with the offset to additional paid-in capital, and measured at fair value at inception (on December 18, 2020) and at each reporting period in accordance with ASC 820, Fair Value Measurement , with changes in fair value recognized in the statement of operations and comprehensive loss in the period of change. As a result, the Company had restated its consolidated annual financial statements as of and for the year ended December 31, 2020, filed on Form 10-K/A with the SEC on May 14, 2021. The Company recorded $29,841 in warrant liabilities, with an offset to additional paid-in-capital on December 18, 2020. Subsequent changes in fair value of the warrant liabilities, from the date of issuance through December 31, 2020, were recorded as a gain on remeasurement of warrant liabilities of $10,780 for the year ended December 31, 2020 within the consolidated statement of operations and comprehensive loss. At December 31, 2021, warrant liabilities were valued at $2,205 and for the year ended December 31, 2021, $16,856 were recorded as gain on remeasurement of warrant liabilities. For more information, refer to Form 10-K/A, filed with the SEC on May 14, 2021. 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 investments with original maturities of three months or less that are readily convertible into known amounts of cash. Cash and cash equivalents are stated at cost which approximates fair value. Cash and cash equivalents are primarily held in U.S. dollars, Canadian dollars, Euros, and Colombian pesos. Restricted Cash Restricted cash is comprised of cash on deposit for payments related to the cash on deposit for certain of the Company's lease arrangements. Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash and cash equivalents and accounts receivable. The Company limits its exposure by primarily placing its cash in accounts with high credit quality financial institutions. Cash and cash equivalents are comprised of cash balances at financial institutions and highly liquid short-term investments with original maturities of three months or less that are readily convertible into known amounts of cash. Cash and cash equivalents are primarily held in U.S. dollars, Canadian dollars, Euros and Colombian pesos. The Company derives its accounts receivable from revenues earned from customers. The Company bases credit decisions primarily on a customer's past credit history, before the customer is granted standard credit terms, which range from net 30 to 60 days. As of December 31, 2021, three of the Company's customers accounted for an aggregate of approximately 43% of the Company's outstanding accounts receivable. As of December 31, 2020, three of the Company's customers accounted for an aggregate of approximately 74% of the Company's outstanding 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. Allowance for Doubtful Accounts The Company records it allowance for doubtful accounts based on its assessment of various factors, including historical experience, age of the accounts receivable balances, credit quality of the Company's customers, current economic conditions and other factors that may affect the customers' ability to pay. Allowance for doubtful accounts as of December 31, 2021 was $917. The Company did not record allowance for doubtful accounts as of December 31, 2020. Prepaid Expenses, Deposits and Advances 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. The Company's other receivables primarily relate to value added taxes, other taxes and recoverable sales. Inventories Inventories consist of raw materials, work-in-progress, and finished goods, and are valued at the lower of cost and net realizable value. Cost is determined using the weighted average cost method. Net realizable value is equal to the estimated selling price in the ordinary course of business, less estimated costs of sale or completion. Cost of inventories include all direct expenditures to get the inventory ready for sale, attributable overhead, and are determined as follows: Raw materials • Purchase costs on a weighted average cost basis. • Consist of soil, fertilizers, seeds, and other supplies and consumables used in the cultivation and processing of cannabis. In addition, flavorings, sugars, vitamins, additives, and components used to manufacture finished goods including bottles, packaging, and shrink wrap are used in the production of the Company’s nutraceutical products. Work-in-progress • Costs of direct raw materials, labor, and attributable overhead incurred to cultivate cannabis plants, and process and develop cannabis derivatives, manufacture, handle and shipment of finished goods. • Consist of cannabis buds currently in the propagation, vegetation, or flowering stages (i.e. cultivated cannabis), and any harvested dry cannabis to be used in the production of cannabis derivatives (i.e. harvested cannabis and extracts). Finished goods • Costs of direct raw materials, labor, and attributable overhead incurred based on normal operating capacity to complete finished goods. • Consist of completed cannabis derivatives, such as cannabis oils and capsules (i.e. cannabis extracts); health and wellness supplements such as liquid and solid dose personal cleansing products, dietary supplements, and personal health care items. 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. 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 common share investment in the entity. This assessment considers subordination, risks and rewards of ownership, and obligation to transfer value in determining whether risks and reward characteristics that are substantially similar to the entity’s common shares. The Company applies judgment in considering various indicators of the ability to exercise significant influence over the investee, such as through ownership of 20% or more of the investee voting stock but not greater than 50%, board representation, and/or participation in the financial, operating, or governance decisions made by the investee. 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. 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 in nature. Estimates of the fair value of an asset or liability consider the unique characteristics of the asset or liability, and consider inputs such as liquidity risk, foreign exchange risk, and volatility. The fair value hierarchy is based on the lowest level input that is significant to the fair value measurement as a whole: • Level 1 — Based on quoted (unadjusted) market prices in active markets using observable inputs, for identical assets or liabilities; • Level 2 — Based on inputs other than quoted prices in active markets, that is significant to the fair value measurement is directly or indirectly observable; • Level 3 — Based on unobservable inputs, where little to no market data exists, that is significant to the fair value measurement is unobservable and thus require more assumptions by the Company. 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 basis over the estimated useful lives of the assets, as follows: 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 3 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 assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. If events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable, the Company estimates the undiscounted future cash flows (excluding interest) resulting from the use of the asset and its ultimate disposition. If the sum of the undiscounted cash flows (excluding interest) is less than the carrying value, the Company recognizes an impairment loss, measured as the amount by which the carrying value exceeds the fair value of the asset. There were no impairment charges to long-lived assets during the years ended December 31, 2021 and 2020. 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 Life at the Acquisition Date (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 intangible asset is considered impaired if its fair value is less than its carrying amount. 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 interests of the acquired entity at the date of acquisition. 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 activities. If substantially all of the fair value of the gross assets acquired (which excludes cash and cash equivalents, deferred tax assets and any goodwill created from recognition of deferred tax liabilities) is concentrated in a single identifiable asset or group of similar identifiable assets, the set is not a business and does not require further evaluation. 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 interest in the acquiree is initially measured at fair value, including goodwill, at the date of acquisition. Any contingent consideration transferred is initially recognized at fair value and is remeasured at fair value each period until settled, with any identified changes in fair value to be recognized in profit or loss. 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 interest in the acquired, and the fair value of any previously held equity interest in the acquirer at the acquisition date, over the net of the identifiable assets acquired and liabilities assumed. In cases where the acquisition occurred as a bargain purchase, the residual deficit would be recognized in profit or loss after reassessing the values used in the acquisition accounting. If the fair value of the net assets acquired is in excess of the aggregate consideration transferred, the gain is recognized in profit or loss. 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. Warrant Liability Warrants are accounted for in accordance with the applicable authoritative accounting guidance as either liabilities or as equity instruments depending on the specific terms of the agreements. Liability-classified instruments are recorded at fair value at each reporting period with any change in fair value recognized as a component of change in fair value of warrant liabilities in the consolidated statements of operations and comprehensive loss. 2024 Note Purchase Agreement On July 19, 2021, the Company entered into a Note Purchase Agreement with Catalina LP (the “Note Purchase Agreement”) and issued a secured convertible note (the “Convertible Note”) to Catalina LP pursuant to the Note Purchase Agreement. Based upon the overall assessment of settlement possibilities, the Company concluded that the Convertible Note is not subject to ASC 480. In order for the Convertible Note to be subjected to ASC 480, this obligation must also be the predominant settlement outcome at inception. In the case of the Convertible Note, settlement may be in cash at maturity, converted based upon the First Conversion Feature (fixed rate conversion), converted based upon the Second Conversion Feature (fixed rate conversion), or settled with a variable number of shares under the Share Redemption Feature. Consistent with the objective allowing only a “small” amount of variability in settlement value, the Company determined that in order for the Convertible Note to be subject to ASC 480, there must be a 90% likelihood of settlement using a variable number of shares such that the monetary value is substantially fixed. Leases In February 2016, the FASB issued ASU 2016-02, Leases ("ASC 842"). ASU 2016-02 requires lessees to recognize a lease liability and a corresponding right-of-use asset for virtually all lease contracts, as of the date on which the lessor makes the underlying asset available to the lessee. ASC 842 supersedes the lease accounting guidance in ASC 840 Leases. The effective date of this ASU 842 was delayed for two years by the issuance of ASU 2020-05. As of December 31, 2021, the Company has not adopted ASC 842. The Company will be adopting this standard on January 1, 2022. As of December 31, 2021, the Company's currently accounts for leases under ASC 840. The Company leases its facilities under cancellable and noncancellable operating leases. 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 basis over the lease term. Revenue Recognition The Company elected to use the practical expedient prescribed by the standard and applied the standard using a portfolio approach to contracts (or performance obligations) with similar characteristics, as the Company reasonably expects that the effects on the financial statements of applying this guidance to the portfolio would not differ materially from applying this guidance to the individual contracts (or performance obligations) within that portfolio. 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 and other price reductions. Product returns are not material to Company net sales. 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. Embedded Conversion Features The Company evaluates embedded conversion features within convertible debt under ASC 815 “Derivatives and Hedging” to determine whether the embedded conversion features should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in earnings. If the conversion feature does not require derivative treatment under ASC 815, the instrument is evaluated under ASC 470-20 “Debt with Conversion and Other Options” for consideration of any beneficial conversion feature. Share-Based Compensation The Company grants share-based awards to employees, directors and consultants of the Company as compensation for services rendered or performance achieved. We recognize the cost of share-based awards granted to employees, directors and consultants based on the estimated grant-date fair value of the awards. The fair value is recognized as compensation expense over the requisite service period for all awards that vest. For performance-based stock options, compensation cost is recognized over the requisite service period if it is probable that the performance condition will be satisfied. Compensation costs for awards that cliff vest and for graded vesting awards based solely on service conditions are recognized on a straight-line basis. Graded vesting based on performance conditions are recognized on a ratable basis over the requisite service period using the accelerated attribution model. For restricted stock, compensation cost is recognized over the original restriction period. The Company reverses previously recognized costs for unvested options in the period that forfeitures occur. The Company's restricted stock units with a performance vesting condition were measured at fair value on its grant date using a risk-neutral Monte-Carlo simulation model. The Monte-Carlo model includes assumptions for expected term, volatility, risk free interest rate and dividend yield, each of which are determined in reference to the Company's historical results. The Company determines the fair value of the stock options using the Black-Scholes option pricing model, which are impacted by the following assumptions: • Expected Term —Expected option term is calculated considering the weighted average mid-point of the vesting and expiry dates, compared to the grant date. The expected term used in the Monte-Carlo simulation model to determine the fair value of the market-based RSUs granted was 1.3 - 3.8 years. • Expected Volatility —Volatility range is based on historical industry volatility at the grant date. • Expected Dividend Yield —The dividend rate used is zero as we have never paid any cash dividends on common shares and do not anticipate doing so in the foreseeable future. • Risk-Free Interest Rate —The interest rates used are based on USD treasury yields at the grant date, with a term to maturity matching the expected option term. 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 Co |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
FAIR VALUE MEASUREMENTS | 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, 2021 Assets: Investment – Cansativa — — 1,458 1,458 Total Assets $ — $ — $ 1,458 $ 1,458 Liabilities: Loans and borrowings — 7,396 — 7,396 Warrant liability — — 2,205 2,205 Convertible notes — 17,699 — 17,699 Total Liabilities $ — $ 25,095 $ 2,205 $ 27,300 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 years ended December 31, 2021 and December 31, 2020, there were no transfers between fair value measurement levels. The change in fair value of warrant liabilities related to private warrants during the year ended December 31, 2021 is as follows: Private Placement Warrants: Total Warrant Liability Warrant liability at December 31, 2020 $ 19,061 Change in fair value of warrant liability (16,856) Warrant liability at December 31, 2021 $ 2,205 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 as of December 31, 2021 and December 31, 2020: As of December 31, December 31, Risk-free interest rate 1.11 % 0.43 % Expected volatility 60 % 60 % Share Price $ 3.10 $ 8.90 Exercise Price $ 11.50 $ 11.50 Expiration date December 18, 2025 December 18, 2025 • The risk-free interest rate assumptions are based on U.S. dollar zero curve derived from swap rates at the valuation date, with a term to maturity matching the remaining term of warrants. • The expected volatility assumptions are based on average of historical volatility based on comparable industry volatilities of public warrants. |
INVENTORIES, NET
INVENTORIES, NET | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
INVENTORIES, NET | INVENTORIES, NET Inventories are comprised of the following items as of the periods presented: December 31, December 31, Raw materials $ 1,477 $ 1,148 Work in progress – cultivated cannabis 1,241 1,482 Work in progress – harvested cannabis and extracts 1,070 274 Finished goods – cannabis extracts 11,432 7,003 Finished goods – other 188 283 Total $ 15,408 $ 10,190 During the years ended December 31, 2021 and 2020, the Company recorded inventory write-down for approximately $2,980 and $399, respectively, to cost of sales to write-down obsolete inventories. |
PREPAIDS, DEPOSITS AND ADVANCES
PREPAIDS, DEPOSITS AND ADVANCES | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
PREPAIDS, DEPOSITS AND ADVANCES | PREPAIDS, DEPOSITS AND ADVANCES Prepaids and advances are comprised of the following items as of the periods presented: December 31, 2021 December 31, 2020 Prepaid expenses $ 935 $ 1,404 Deposits 47 109 Other advances 1,686 1,661 Total $ 2,668 $ 3,174 |
INVESTMENTS
INVESTMENTS | 12 Months Ended |
Dec. 31, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | |
INVESTMENTS | INVESTMENTS Cansativa On December 21, 2018, the Company, through its subsidiary Northern Swan Deutschland Holdings, Inc., entered into a seed investment agreement with the existing stockholders of Cansativa GmbH (“Cansativa”), a German limited liability company primarily focused on the import and sale of cannabis products for medical use and related supplements and nutraceuticals. Prior to the Company’s investment, Cansativa’s registered and fully paid-in share capital amounted to 26,318 common shares. Under the investment agreement, the Company has agreed with the existing stockholders to invest up to EUR 7,000 in Cansativa in three separate tranches of, respectively, EUR 1,000, EUR 3,000 and up to a further EUR 3,000. The first EUR 1,000 (specifically, EUR 999.92, approximately $1,075, or “Seed Financing Round”) was invested in Cansativa to subscribe for 3,096 newly issued preferred voting shares at EUR 322.97 per preferred share, and as cash contributions from the Company to Cansativa. The seed EUR 322.97 per share price was based on a fully diluted pre-money valuation for Cansativa of EUR 8,500, and the increase of Cansativa’s registered share capital by the 3,096 preferred shares in the Seed Financing Round provided the Company with 10.53% of the total equity ownership of Cansativa. The Company paid the seed investment subscription by, first, an initial nominal payment of EUR 3.10, (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 996.82 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 999.92, approximately $1,075, which is comprised of EUR 3.10 for the initial nominal amount of the Seed Financing Round and EUR 996.82 for the remaining Seed Financing Round (i.e., Capital Reserve Payment), with no transaction costs. 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 shares in Cansativa, thereby increasing its equity ownership to 16.6% of the book value of Cansativa’s net assets of approximately EUR 1,233, and approximately EUR 1,122 of equity method goodwill as Cansativa was still in the process of getting the licenses and expanding its operations. As of September 30, 2020, balance of Tranche 2 option expired unexercised and as a result the Company recognized a loss on investment of approximately $370 in its Statement of Operations and Comprehensive Loss and the carrying value of the Tranche 2 option was reduced to $nil. In December 2020, Cansativa allocated shares of its common stock to a newly-installed employee-stock ownership plan (“ESOP”). As a result of the ESOP installment, the Company’s equity ownership of Cansativa, on a fully-diluted basis, decreased from 16.59% to 15.80% of the book value of Cansativa’s net assets. Additionally, Cansativa raised additional capital through the issuance of Series A preferred stock (“Cansativa Series A Shares”) to a third-party investor at a per share price of EUR 543.31. As a result of the Series A Share issuance, the Company’s equity ownership of Cansativa, on a fully diluted basis, decreased from 15.80% to 14.22% of the book value of Cansativa’s net assets. The Company accounted for the transaction as a proportionate sales of ownership share and recognized a gain of approximately $211 in its consolidated statement of operations within loss on investments line. This change did not impact the equity method classification. Subsequent to December 31, 2021, the Company sold a portion of its share of investments in Cansativa, reducing its equity ownership to approximately 9%. See Note 22 for more information. |
BUSINESS COMBINATIONS
BUSINESS COMBINATIONS | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
BUSINESS COMBINATIONS | BUSINESS COMBINATIONS 2020 Business Combination On December 18, 2020, Clever Leaves International, Inc. ("Clever Leaves Int'l") and Schultze Special Purpose Acquisition Corp., a Delaware corporation ("SAMA") consummated the previously announced business combination (the "Business Combination") contemplated by the Amended and Restated Business Combination Agreement, dated as of November 9, 2020, by and among SAMA, Clever Leaves, Int’l, the Company and Novel Merger Sub Inc., a Delaware corporation (“Merger Sub”) (the “Business Combination Agreement”). Pursuant to the Business Combination Agreement, SAMA agreed to combine with Clever Leaves Int’l in the Business Combination that resulted in both Clever Leaves Int’l and SAMA becoming wholly-owned subsidiaries of the Company. Pursuant to the Business Combination Agreement, each of the following transactions occurred in the following order: (i) pursuant to a court-approved Canadian plan of arrangement (the “Plan of Arrangement” and the arrangement pursuant to such Plan of Arrangement, the “Arrangement”), at 11:59 p.m., Pacific time, on December 17, 2020 (2:59 a.m., Eastern time, on December 18, 2020) (a) all of the Clever Leaves Int'l shareholders exchanged their Class A Common shares without par value of Clever Leaves Int'l (“Clever Leaves common shares”) for the Company's common shares without par value (“common shares”) and/or non-voting Common shares without par value (“non-voting common shares”) (as determined in accordance with the Business Combination Agreement) and (b) certain Clever Leaves Int'l shareholders received approximately $3,100 in cash in the aggregate (the “Cash Arrangement Consideration”), such that, immediately following the Arrangement, Clever Leaves Int'l became a direct wholly-owned subsidiary of the Company; (ii) at 12:01 a.m., Pacific time (3:01 a.m. Eastern time), on December 18, 2020, Merger Sub merged with and into SAMA, with SAMA surviving such merger as a direct wholly-owned subsidiary of the Company (the “Merger”) and, as a result of the Merger, all of the shares of SAMA common stock were converted into the right to receive the Company's common shares as set forth in the Business Combination Agreement; (iii) immediately following the consummation of the Merger, the Company contributed 100% of the issued and outstanding capital stock of SAMA (as the surviving corporation of the Merger) to Clever Leaves Int'l, such that, SAMA became a direct wholly-owned subsidiary of Clever Leaves Int'l; and (iv) immediately following the contribution of SAMA to Clever Leaves Int'l, Clever Leaves Int'l contributed 100% of the issued and outstanding shares of NS US Holdings, Inc., a Delaware corporation and a wholly-owned subsidiary of Clever Leaves Int'l, to SAMA. Upon the closing of the Merger, SAMA changed its name to Clever Leaves US, Inc. In connection with the closing of the Business Combination, the Company's Articles 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 common shares without par value and an unlimited number of preferred shares without par value. 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 31, 2020. Prior to the effective time of the Merger, SAMA issued an aggregate of 934,819 shares of SAMA common stock the Subscribers in the SAMA PIPE that were exchanged for our common shares, on a one-for-one basis, in connection with the Closing. The Business Combination was 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 31, 2020: 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 Warrant liability (29,841) Net liabilities assumed from SAMA (258) Net contributions from Business Combination $ 47,794 See Note 13 for more information on all capital stock issuances. |
INTANGIBLE ASSETS, NET
INTANGIBLE ASSETS, NET | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS, NET | INTANGIBLE ASSETS, NET The Company has acquired cannabis-related licenses as part of a business combination with a gross value of approximately $19,000, which have indefinite useful lives as they are expected to generate economic benefit to the Company in perpetuity. In addition, as part of the Herbal Brand acquisition in 2019, the Company acquired finite-lived intangible assets with a gross value of approximately $7,091. During the years ended December 31, 2021 and 2020 the Company recorded approximately $1,162 and $1,231, respectively, of amortization related to its finite-lived intangible assets. The following tables present details of the Company’s total intangible assets as of December 31, 2021 and December 31, 2020. The value of product formulation intangible asset is included in the value of Brand: December 31, 2021 Gross Accumulated Net Weighted- Finite-lived intangible assets: Customer contracts $ 925 $ 925 $ — 0.0 Customer relationships 1,000 487 513 3.4 Customer list 650 346 304 2.3 Brand 4,516 1,216 3,300 7.3 Total finite-lived intangible assets $ 7,091 $ 2,974 $ 4,117 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 $ 2,974 $ 23,117 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 assets $ 19,000 N/A $ 19,000 Total intangible assets $ 26,091 $ 1,812 $ 24,279 Annual Impairment Testing In conjunction with the annual impairment testing, see Note 10, the Company reviewed finite-lived intangible assets for impairment. In performing such review, the Company makes judgments about the recoverability of purchased finite lived intangible assets whenever events or changes in circumstances indicate that an impairment may exist. The Company recognizes an impairment if the carrying amount of the long-lived asset group exceeds the Company’s estimate of the asset group’s undiscounted future cash flows. Significant assumptions used in the impairment analysis include financial projections of free cash flow (including assumptions about revenue projections, regulations, operating margins, capital requirements and income taxes), long-term growth rates for determining terminal value beyond the discretely forecasted periods and discount rates. For our intangible assets related to the Cannabinoid segment, our estimated revenue projections reflect that Decree 811 that was followed by the passing of the Regulation 227 in February 2022 is expected to be further resolved to allow us to export cannabis flower from Colombia starting 2023. Indefinite-lived intangible assets, consisting of certain of the Company’s licenses, were reviewed for the annual impairment assessment during the fourth quarter of 2021 similar to goodwill, in accordance with ASC 350. For the year ended December 31, 2021 and 2020, no impairment was recognized related to the carrying value of any of the Company’s finite or indefinite-lived intangible assets as a result of the annual impairment testing. The Company calculated the fair value of the operating segments using discounted estimated future cash flows. The weighted-average cost of capital used in testing the reporting unit for impairment was 14%, with a perpetual growth rate of 2%-3%. 2020 Interim Impairment Testing In conjunction with the impairment testing performed as of March 31, 2020 (refer to Note 10 for more detail) the Company reviewed finite-lived intangible assets for impairment. In performing such review, the Company made judgement about the recoverability of purchased finite lived intangible assets whenever events or changes in circumstances indicate that an impairment may exist. The Company recognizes an impairment if the carrying amount of the long-lived asset group exceeds the Company's estimate of the asset group's undiscounted future cash flow. Indefinite-lived intangibles assets, consisting of certain of the Company's licenses, were reviewed as part of the impairment assessment during the first quarter 2020 similar to goodwill, in accordance with ASC 350. The Company did not recognize an impairment related to the carrying value of any of the Company's finite or indefinite-lived intangible assets as a result of the impairment assessments performed as of March 31, 2020. GNC Holdings, Inc. Bankruptcy On June 23, 2020, GNC Holdings, Inc. (“GNC”) and its affiliates filed voluntary petitions for relief pursuant to chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the U.S. Bankruptcy Court for the District of Delaware. In September 2020, a bankruptcy court judge approved the sale of GNC to an investor with the transaction expected to close by the end of the year. Herbal Brands has engaged legal counsel to provide advice with respect to Herbal Brands’ rights under the Bankruptcy Code, prepare and file proof(s) of claim by the applicable bar date established by the Court, and otherwise enforce Herbal Brands’ rights in the Court and in connection with any sale transaction or plan of reorganization pursued by GNC. The Company also reviewed the unpaid inventory balances at GNC and determined that a reserve of approximately $86 was necessary for the inventory, which the Company recorded during the second quarter of 2020. Additionally, the Company reviewed the useful life of a finite-lived intangible asset related to the GNC contract, which was acquired during the Herbal Brands acquisition. Following the review, the Company determined that accelerating the period over which the useful life of this intangible asset is amortized was appropriate following its impairment analysis in the first quarter of 2020. The life of the finite lived intangible asset related to the GNC contract was reduced to 12 months from the date of the bankruptcy filing given the uncertainty around the future of GNC. During the third quarter of 2020, the Company was able to recover balances due from GNC and as a result no reserves were recorded as of December 31, 2020. In the third quarter of 2020, substantially all of the assets of GNC were sold to Harbin Pharmaceutical Group Holding Corp. Ltd., and GNC emerged from Chapter 11 of the Bankruptcy Code. Amortization Expense The following table reflects the estimated future amortization expense for each period presented for the Company’s finite-lived intangible assets as of December 31, 2021: Estimated 2022 $ 795 2023 715 2024 542 2025 542 2026 482 Thereafter 1,041 Total $ 4,117 |
GOODWILL
GOODWILL | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL | GOODWILL The following table presents the changes in goodwill by segment: Cost Cannabinoid Non- Cannabinoid Total 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 Impairment (18,508) — (18,508) Balance at December 31, 2021 $ — $ — $ — In accordance with ASC Topic 350, “Intangibles – Goodwill and Other,” the Company performs its annual impairment test as of December 31 of each year. As part of the review, the Company will perform a qualitative assessment to determine whether indicators of impairment existed, along with considering, among other factors, the financial performance, industry conditions, as well as microeconomic developments. The Company also reviews goodwill for impairment whenever events or changes in circumstances indicate that the carrying value of its goodwill may not be recoverable. After the close of each interim quarter, management assesses whether any indicators of impairment exist requiring the Company to perform an interim goodwill impairment analysis. Annual Impairment Testing During the fourth quarter of 2021, the Company assessed whether there were events or changes in circumstances that would indicate that our goodwill was impaired. The Company performed a quantitative impairment test, including computing the fair value of the reporting units and comparing that value to its carrying value. The Company considered external and internal factors, including overall financial performance and entity-specific factors as part of the assessment. We recognized the challenge of the overall decline in the cannabinoid sector in the months preceding to December 31, 2021, combined with our stock price volatility experience and related factors and as a result the Company determined that it was more likely than not that the carrying value of its cannabinoid operating segment exceeds the fair value as of the year end testing date. Based upon the Company's annual goodwill impairment test, the Company concluded that goodwill was impaired as of the testing date of December 31, 2021. During the three months ended December 31, 2021 the Company recognized $18,508 non-cash goodwill impairment charge related to the cannabinoid segment. The Company calculated the fair value of the operating segments using discounted estimated future cash flows. The weighted-average cost of capital used in testing the reporting unit for impairment was 14%, with a perpetual growth rate of 3%. 2020 Interim impairment Testing As of March 31, 2020, the Company recognized the COVID-19 pandemic and its impact as a negative indicator to its business performance. As a result, the Company performed an assessment to determine whether goodwill was impaired. Based upon such assessment, the Company determined that it was more likely than not that only the carrying value of its non-cannabinoid operating segment exceeded the fair value as of March 31, 2020. 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 cost of capital used in testing the reporting unit for impairment was 19%, with a perpetual growth rate of 2%. As a result of this interim impairment testing, the Company recognized a $1,682 non-cash goodwill impairment charge related to the non-cannabinoid operating segment in the first quarter of 2020. Following the recognition of this non-cash goodwill impairment charge, the operating segment’s goodwill was $nil. |
PROPERTY, PLANT AND EQUIPMENT,
PROPERTY, PLANT AND EQUIPMENT, NET | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT, NET | 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. Property, plant and equipment, net consisted of the following: December 31, December 31, Land $ 5,065 $ 5,065 Building & warehouse 13,381 8,464 Laboratory equipment 6,295 5,942 Agricultural equipment 2,404 1,904 Computer equipment 1,681 1,534 Furniture & appliances 852 819 Construction in progress (b) 5,709 4,288 Other 1,247 1,020 Property, plant and equipment, gross 36,634 29,036 Less: accumulated depreciation (5,702) (3,356) Property, plant and equipment, net $ 30,932 $ 25,680 (a) The Company recorded total depreciation expense in the Consolidated Statement of Operations for approximately $2,346 and $2,359 in 2021 and 2020, respectively. Total depreciation for the year ended December 31, 2021 includes approximately $1,133 and $586 of depreciation, included in inventory and cost of goods sold, respectively. Total depreciation for the year ended December 31, 2020 includes approximately $1,051 and $685 of depreciation, included in inventory and costs of goods sold, respectively. (b) Construction in progress primarily relate to on-going construction of the Company's Colombian and Portugal facilities. |
DEBT
DEBT | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT December 31, December 31, Convertible Note due 2024, current portion (a) 16,559 — Herbal Brands Loan due May 2023, current portion (d) 470 880 Other loans and borrowings, current portion 479 — Total debt, current portion $ 17,508 $ 880 Convertible Note due 2024 1,140 — Series D Convertible Note due March 2022 (b)(c) — 27,142 Herbal Brands Loan due May 2023 (e) 4,760 5,191 Other loans and borrowings 1,687 630 Total debt, long term $ 7,587 $ 32,963 Ending balance $ 25,095 $ 33,843 (a) Convertible Note, current portion reflects, net of debt discount and debt issuance costs of $2,197 in 2021. (b) Series D Convertible note, non current reflects, net of debt issuance costs of $741 in 2020. (c) During the year ended December 31, 2021, the Company wrote off $483 of unamortized debt financing cost related to the repayment of its Series D Convertible Note due March 2022. (d) The Company reclassified $880 current portion of Herbal Brands Loan, reported in previous period in long term debt, to conform to the current period presentation. (e) Herbal Brand's Loan, non current reflects debt issuance amortization of $410 in 2021. Neem Holdings Convertible Note and Neem Holdings Warrants On November 9, 2020, Clever Leaves and the Company had entered into an unsecured subordinated convertible note (the “Neem Holdings Convertible Note”) with a principal amount of $3,000 in favor of Neem Holdings, LLC (“Neem Holdings”), a shareholder of Clever Leaves. Clever Leaves was required to repay the Neem Holdings Convertible Note within 10 business days after the closing of the Business Combination, and the Company agreed to promptly satisfy this obligation in full. If the Business Combination Agreement is terminated, Clever Leaves was required to issue to Neem Holdings 194,805 fully paid and non-assessable Clever Leaves Class D preferred shares within 10 business days of termination. The Neem Holdings Convertible Note was interest free and was repaid on December 23, 2020. In addition, the Company had 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 have entitled Neem Holdings to receive 300,000 common shares in the Arrangement for an aggregate purchase price of $3. The Neem Holdings Warrants were exercisable for all, but not less than all, of the Warrant Shares and expired at the earlier of (i) the date and time that the Business Combination Agreement was 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. Series E Convertible Debentures In July 2020 and in connection with its Series E fundraising, the Company had issued convertible debentures in an aggregate principal amount of $4,162 (the "Series E Convertible Debentures"). The Series E Convertible Debentures, which commenced on June 30, 2021, had a maturity date of June 30, 2023 and bear interest of 8.00% per annum. The Series E Convertible Debentures was payable semi-annually in arrears. At the discretion of the Company and in lieu of being paid to the holders of the Series E Convertible Debentures in cash, any interest accrued and payable on the Series E Convertible Debentures was allowed to be added to the outstanding principal balance of the Series E Convertible Debentures. At any time prior to the Maturity Date or a Debenture Liquidity Event, a holder of the Series E Convertible Debentures was allowed to 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, willed 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” meant (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 loss on extinguishment of debt $1,705 and a loss on fair value of derivative instrument of $85. 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 30, 2023 (the “September 2023 Convertible Debentures”). The September 2023 Convertible Debentures mature on September 30, 2023 (the “September 2023 Maturity Date”) and bear interest of 8.00% per annum, commencing September 30, 2021, payable semi-annually in arrears. At the discretion of the Company, any interest accrued and payable in respect of the September 2023 Convertible Debentures may, in lieu of being paid to the holders of the September 2023 Convertible Debentures, be added to the principal amount outstanding under the September 2023 Convertible Debentures. Provided that no Debenture Liquidity Event has occurred, on the September 2023 Maturity Date, the principal aggregate amount of the September 2023 Convertible Debentures and the accrued and unpaid interest thereon will be payable in cash. At any time prior to the September 2023 Maturity Date or a Debenture Liquidity Event, a holder of the September 2023 Convertible Debentures may elect to convert its principal amount of the September 2023 Convertible Debentures and the accrued and unpaid interest thereon into Clever Leaves common shares, at a price per share equal to $5.95 (subject to adjustment). The September 2023 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, 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. 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 loss on extinguishment of debt of $570 and a loss on fair value of derivative instrument of approximately $600. 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 30, 2022 (“2022 Convertible Notes”). The 2022 Convertible Notes bore interest of 8.00% per annum, payable quarterly in arrears, and were secured through collateral, guarantee, and pledge agreements signed between the Company, the noteholders, and an appointed paying and collateral agent. Specifically, the 2022 Convertible Notes were guaranteed by the Company’s subsidiaries and secured by 1,300,002 common shares of pledged equity interests in specific subsidiaries. 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 per share. The Company could issue financing securities (common shares) upon the exercise of the conversion options within each convertible notes, 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 IPO with a 10-day trailing volume weighted average price exceeding $13.54 per common share). The Company was contractually restricted from prepaying the obligations prior to the maturity date except in the case of (1) conversion of the whole or part of the principal amount or (2) a change in control which would trigger immediate repayment in full. 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 and subsequent changes to their fair are not recognized; and 2) 2022 Convertible Notes were debt-like in nature. In its assessment, the Company considered the terms and features within the hybrid instrument, including redemption consideration, the preferred shares’ cumulative dividend, voting rights, contingent and optional conversion feature, as well as the liquidation rights, prior to concluding on the classification. Following the review, no features were segregated, and no derivative instruments or beneficial conversion features were recognized. As a result, upon issuance, the Company had recognized approximately $30,258 of Class C Preferred Shares and approximately $27,750 of Series D convertible debt on its statement of financial position. In March 2020, the Company amended certain terms of its 2022 Convertible Notes. As a result of this amendment the Company am ended 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 at maturity. In addition, the Company amended the restrictive covenants to allow for the creation, incurrence or assumption of certain additional debt, as well as to extend the date on which the Company was required to deliver its audited year-end financial statements. The amendments were accounted for as debt modification. 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 2022 Convertible Notes as follows: (i) decrease the interest rate to 8%, commencing January 1, 2021, and provide that such interest is to be paid in cash, quarterly in arrears; (ii) provide for the payment of all accrued and outstanding interest from January 1, 2020 to December 31, 2020 to be made in the form of PIK Notes; to consent to the transfer of the PIK Notes to SAMA in exchange for the PIPE Shares to be issued as part of the SAMA PIPE pursuant to the terms of the Subscription Agreements; (iii) at the option of Clever Leaves, satisfy the payment of quarterly interest by issuing the Company's common shares to the noteholders, at a price per share equal to 95% of the 10-day volume weighted average trading price of the Company's common shares ending three 2022 Convertible Notes at such time by issuing the Company's common shares to the noteholders at a price per share equal to 95% of the 10-Day VWAP; and (vi) at the option of each noteholder, in the event, following the Merger Effective Time, Clever Leaves, the Company or any of their respective affiliates proposed to issue equity securities for cash or cash equivalents (the “Equity Financing”) (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 expenses and inclusive of net cash retained as a result of the Business Combination on the Merge Effective Time), convert an amount of principal and/or accrued interest owing under the 2022 Convertible Notes into subscriptions to purchase up to the noteholder’s pro rata share of 25% of the total securities issued under such Equity Financing on the same terms and conditions as such Equity Financing is offered to subscribers; provided, however, that if the noteholder did not elect to participate in such Equity Financing through the conversion of amounts owing under the 2022 Convertible Notes , then Clever Leaves was required to repay, in cash within five $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 10, 2019, in respect of the 2022 Convertible Notes ) agreed to waive Clever Leaves’ required compliance with certain restrictive covenants set forth in the 2022 Convertible Notes solely for the purposes of allowing Clever Leaves, Holdco and their affiliates to complete the Business Combination, and agreed to direct GLAS Americas LLC, as collateral agent in respect of the 2022 Convertible Notes , to further provide its consent therefor. 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 10, 2019, made by Clever Leaves in favor of the collateral agent was amended such that Holdco and certain of its subsidiaries, as the case may be, in connection with the Business Combination, pledged all of the shares in the capital of each of Clever Leaves, 1255096 B.C. Ltd., SAMA (as the surviving corporation of the Merger), Northern Swan International, Inc. and NS US Holdings, Inc. to the collateral agent. On July 19, 2021, the Company, and the holders of the secured convertible notes entered into a Payout and Release Agreement (the “Payout and Release Agreement”). Under the Payout and Release Agreement, the Company agreed, upon the closing of a financing transaction by the Company with aggregate net proceeds of at least $10,000 on or before July 31, 2021, to prepay the holders of 2022 Convertible Notes, in full satisfaction of the aggregate amounts outstanding under the 2022 Convertible Notes, an amount equal to the sum of (1) 90% of the aggregate outstanding principal amount on the 2022 Convertible Notes; (2) all accrued interest through the date of repayment and (3) certain legal fees. On July 19, 2021, the Company repaid the holders of the 2022 Convertible Notes pursuant to the Payout and Release Agreement, and the 2022 Convertible Notes were discharged. The Company considered the general extinguishment guidance in ASC 405-20 in concluding that the 2022 Convertible Notes met the threshold to be “extinguished”. In accordance with ASC 470-60, the Company evaluated the concessions received for early repayment of the 2022 Convertible Notes for Troubled Debt Restructuring (TDR) and concluded that the concessions did not fall under the TDR because the Company had not been in default on any of its existing debts and had not declared or was not in process of declaring bankruptcy. Furthermore, the Company had sufficient cash flows to service the debt and the availability to raise additional debt at that point. The Company recorded a gain on extinguishment of debt, net of unamortized debt financing costs, for approximately $2,267, in connection with the settlement of the 2022 Convertible Notes, during the year ended December 31, 2021 . 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 loan of $8,500 (the "Herbal Brands Loan"). The Herbal Brands Loan bears interest at 8.00% per annum, calculated based on the actual number of days elapsed, due and payable in arrears on the first day of each fiscal quarter commencing July 1, 2019. The Herbal Brands Loan is to be repaid or prepaid prior to its maturity date May 2, 2023 and requires the Company to repay, on a quarterly basis, 85% of positive operating cash flows. The Company can also choose to prepay a portion of or the full balance of the loan, subject to a fee equal to the greater of (i) zero, and (ii) $2,338, net of interest payments already paid on such prepayment date. This loan is secured by inventory, property plant and equipment and other assets as collateral. In connection with the Herbal Brands Loan, the Company issued equity-classified warrants for Class C preferred shares to Rock Cliff Capital (the "Rock Cliff Warrants") with an initial fair value of $717, which was reflected in additional paid-in capital, with an initial expiration date of May 3, 2021. Refer to Note 13 for further details regarding the Rock Cliff Warrants. 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 contract with subsequent changes in fair value not recognized 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 capital for the equity classified warrant. 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 at maturity. In addition, the Company extended the expiration date of the Rock Cliff Warrants to May 3, 2023. As part of the amendment, the net debt to EBITDA covenant test is no longer required due to the occurrence of a Qualified IPO on December 18, 2020. The Company accounted for the amendment to the Herbal Brands Loan as a debt modification. Due to the extension of the warrants expiration, the Company reviewed the fair value of the options before and after the amendment, as a result the Company recognized 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 basis through the amended expiration date of the Rock Cliff Warrants. 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 31, 2021 and December 31, 2020, the Company recognized interest expense of approximately $733 and $704, respectively, and repaid principal of approximately $1,495 and $1,191, respectively, of the Herbal Brands Loan in accordance with the terms of the loan agreement. 2024 Note Purchase Agreement On July 19, 2021, the Company entered into a Note Purchase Agreement with Catalina LP (the "Note Purchase Agreement") and issued a secured convertible note (the "Convertible Note") to Catalina LP ("SunStream"), an affiliate of SunStream Bancorp Inc., a joint venture initiative sponsored by Sundial Growers Inc. (Nasdaq: SNDL), pursuant to the Note Purchase Agreement in the principal amount of $25,000. The Convertible Note matures three years from the date of issuance and accrues interest from the date of issuance at the rate of 5% per annum. Interest on the Convertible Note is payable on a quarterly basis, either in cash or by increasing the principal amount of the Convertible Note, at the Company's election. The Company may, in its sole discretion, prepay any portion of the outstanding principal and accrued and unpaid interest on the Convertible Note at any time prior to the maturity date. 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, 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 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. At any time, including during the time while the holder is restricted from redeeming all or any portion of the Notes, 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 in any 30 consecutive calendar day period, which amount shall be reduced to $2,000 when the principal on the Convertible Note is less than $12,500. 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 5% increase in the interest rate to a total of 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 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 (on or prior to share delivery deadline and to which holder is entitled) multiplied by (y) any closing trading price of the common shares (selected by the Holder in writing during the period beginning on the applicable Conversion/Redemption Date and ending on the applicable Conversion/Redemption Share Delivery Deadline.) The obligations of the Company under the Note Purchase Agreement are guaranteed by certain of the Company's subsidiaries. The Company evaluated all settlement possibilities to conclude if the Convertible Note represented an obligation under ASC 480. As of the inception of the Convertible Note, the Company analyzed whether the Share Redemption is predominant based on the likelihood the Convertible Note will settle in accordance with that particular provision, compared to the likelihood of settling under all other possibilities and determined that in order for the Convertible Note to be subject to ASC 480, there must be a 90% likelihood of settlement using a variable number of shares such that the monetary value is substantially fixed. Based upon the overall assessment of settlement possibilities, the Company concluded that the Convertible Note is not subject to ASC 480. In connection with the 2024 Convertible Note and issuance of common shares upon Convertible Note conversions during year 2021, the Company analyzed the convertible instrument for a beneficial conversion feature in accordance with ASC 470-10 and in accordance to ASC 815. The Company determined it was not a derivative requiring liability treatment and the redemption feature was not bifurcated as a derivative liability, as it was closing related to the host. The Company concluded that during October 2021, the contingency linked to the beneficial conversion factor was met and the beneficial conversion factor with discount on debt was recognized. The Company recorded a beneficial conversion feature of $4,748 in Additional Paid in Capital. The discount created by the beneficial conversion factor was amortized from the date the contingency was met to maturity or earlier redemption date of holder's put. As a result, the Company recorded $3,519 total debt amortization, within Interest expense in the Consolidated Statement of Operations for 2021. The Conversion feature was evaluated under ASC 815 for an embedded derivative and noted that conversion features qualifies for the scope exception for instruments that are indexed to its own equity and bifurcation is not require from the host debt instrument. The Company evaluated the guidance for Beneficial Conversion Features (BCF) per ASC 470. At the commitment date, the fair value of the shares contingently issuable upon conversion was greater than the allocated proceeds and calculated the intrinsic value of conversion feature for the amount of $9,496 which should be recognized in earnings if and when the contingencies are resolved. In establishing the accounting policy for the recognition of this contingent BCF, the Company considered that this settlement is only available to a limited portion of principal ($12,500 convertible in the first year), when price is below $7. The second half of the debt becomes convertible when the trading price falls to $7.00 during the second or third year the Convertible Note is outstanding. During the 2021, first contingency feature was resolved and BCF for $4,748 was recorded. Additionally, the Company recorded debt issuance cost of $630 and debt discount of $335, together total of $965. The discount created by the beneficial conversion factor was amortized from the date the contingency was met to maturity or earlier redemption date of holder's put. These costs are amortized to interest expense over the life of the debt. A portion of the discount was accelerated in proportion to the extent note holder had the right to exercise contingent put to receive cash repayments on account of principal and accrued Interest. During the year ended December 31, 2021, the Company issued a total of 720,085 common shares upon Convertible Note conversion to the noteholder of $5,559 aggregate principal amount. As of December 31, 2021, the Convertible Note's outstanding principal balance, including interest and net of debt discount and debt issuance cost was $17,699. Subsequent to December 31, 2021, in connection with the 2024 Note Purchase Agreement, the Company issued a total of 7,000 common shares upon debt conversion to the noteholders, with a value of $15. The Company also repaid principal and accrued interest of approximately $3,500 related to the 2024 Convertible Note. On January 13, 2022, the Company and Catalina |
CAPITAL STOCK
CAPITAL STOCK | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
CAPITAL STOCK | CAPITAL STOCK Common Shares As of December 31, 2020, 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 common shares without par value. As of December 31, 2021 and 2020, a total of 26,605,797 and 24,883,024 common shares were issued and outstanding, respectively. Convertible Note due July 2024 In connection with the convertible note purchase agreement, the Company issued a total of 720,085 common shares upon debt conversion to the noteholder for the year ended December 31, 2021. Refer to Note 12 for more information. Subsequent to December 31, 2021, in connection with the 2024 Note Purchase Agreement, the Company issued a total of 7,000 common shares upon debt conversion to the noteholders, with a value of $15. The Company also repaid principal and accrued interest of approximately $3,500 related to the 2024 Convertible Note. Refer to Note 22 Subsequent Events for more information. Preferred Shares As of December 31, 2020, the Company's amended and restated certificate of incorporation provided for an unlimited number of preferred shares without par value. As of December 31, 2021 and 2020, the Company had no preferred shares issued and outstanding. 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 shares of Holdco common share on an as-converted, post-Exchange Rate basis) at a price of $11.00 per share, resulting in gross proceeds to the Company of $14,396. In connection with the Series E fundraising, the Company granted an investor a right to cause the Company to purchase up to 711,035 Clever Leaves' Class C convertible preferred shares (the “Put Right”) (233,788 Holdco common shares on an as-converted, post-Exchange Rate basis) of the investor’s previously purchased at the investor’s original purchase price of $8.79 per share. 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, post-Exchange Rate basis). The initial closing of the Series E fundraising and the exercise of the investor's Put Right resulted in net proceeds to the Company of $7,771, inclusive of Class D Preferred Shares issuance costs of approximately $375. 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, post-Exchange Rate basis) at a price of $11.00 per share, resulting in gross proceeds to the Company of $4,000. As part of the July 2020 portion of the Series E fundraising, three investors, in aggregate, exchanged 848,363 Clever Leaves' Class C convertible preferred shares (278,942 Holdco common shares on an as-converted, post-Exchange Rate basis) for 646,846 Class D Preferred Shares (996,143 Holdco common shares on an as-converted, post-Exchange Rate basis). Issuance costs associated with the subsequent closing of Class D Preferred Shares were immaterial. 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 period following the original issue date, increasing by 0.02 times quarterly to a maximum of 1.75 times the original issue price, in each case subject to anti-dilution adjustments. The Class D Liquidation Preference is payable on a liquidation or merger with, reverse takeover of, or other business combination with, a public company, provided that such transaction does not provide for the conversion of Class D Preferred Shares into Clever Leaves common shares, or certain other deemed liquidation events (the “Class D Liquidation Event”). The Class D Preferred Shares are not redeemable but are convertible at any time, at the option of the holders, into Clever Leaves common shares on a 1:1 basis, subject to anti-dilution adjustments. Automatic conversion into Clever Leaves common shares shall occur at the applicable conversion price which takes into account the Class D Liquidation Preference in the event of (1) the holders of at least a majority of the outstanding Class D Preferred Shares consenting to such conversion, (2) an initial public offering or direct listing of Clever Leaves common shares on Nasdaq, NYSE or TSX, or (3) completion of a merger with, reverse takeover of or other business combination with a public company, provided that such transaction provides for the conversion of Class D Preferred Shares into Clever Leaves common shares (otherwise such transaction will trigger the payment of the Class D Liquidation Preference). 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 accretion expense in additional paid-in capital related to the difference between the fair value and the carrying value of the Class D Preferred Shares. 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 31, 2020 reflects the following transactions consummated in connection with the Business Combination in regards to outstanding instruments of Clever Leaves: (i) the conversion of the Series E Convertible Debentures to 984,567 of the Company's common shares, (ii) the conversion of the redeemable non-controlling interest of Eagle Canada, a former subsidiary of the Company, to 1,562,339 of the Company's common shares, adjusted to reflect the secondary sale of 287,564 of the Company's common shares, (iii) the automatic conversion, on a one-for-one basis, of Clever Leaves' Class C convertible preferred shares to 1,456,439 of the Company's common shares triggered by the consummation of the Business Combination, (iv) the automatic conversion, at the liquidation preference of 1.4x and conversion price per share of $3.288, of Class D Preferred Shares to 3,571,591 of the Company's common shares triggered by the consummation of the Business Combination (a Class D Liquidation Event), (v) the exercise of the warrants held by Neem Holdings, LLC for 300,000 of the Company's common shares, and (vi) the recapitalization of 1,168,421 shares and 8,486,300 shares of outstanding SAMA founders stock and SAMA common stock, respectively, to 9,654,721 of the Company's common shares. In addition, SAMA founders received 1,140,423 common shares in exchange for their SAMA common stock as earn-out 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 31, 2020, the shares were legally outstanding, however since none of the performance conditions were met, no shares were included in the Company's statement of shareholders equity. The condition for the first 50% of the shares reserve was met in the three months ended March 31, 2021, and therefore 570,212 shares are included in the Company's statement of shareholders equity. Since then, the performance condition for the remaining 50% of the common shares reserves has not been met, therefore no additional shares were released from escrow. Warrants As of December 31, 2021, excluding the Rock Cliff warrants, the Company had 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 18, 2025, at 5:00 p.m., New York City time, or earlier upon redemption. Once the warrants are exercisable, the Company may redeem the outstanding public warrants at a price of $0.01 per warrant if the last reported sales price of the Company’s common shares equals or exceeds $18.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading day period ending on the third trading day prior to the date on which the Company will send the notice of redemption to the warrant holders. The private warrants were issued in the same form as the public warrants, but they (i) are not redeemable by the Company and (ii) may be exercised for cash or on a cashless basis at the holder’s option, in either case as long as they are held by the initial purchasers or their permitted transferees (as defined in the warrant agreement). Once a private warrant is transferred to a holder other than an affiliate or permitted transferee, it is treated as a public warrant for all purposes. The terms of the warrants may be amended in a manner that may be adverse to holders with the approval of the holders of at least a majority 50.1% of the then outstanding warrants. For the year ending December 31, 2021, the Company received total proceeds of $1,410 from the exercise of 122,639 of its public warrants by their holders. In accordance to ASC 815, certain provisions of private warrants that do not meet the criteria for equity treatment are recorded as liabilities with the offset to additional paid-in capital and are measured at fair value at inception and at each reporting period in accordance with ASC 820, Fair Value Measurement, with changes in fair value recognized in the statement of operations and comprehensive loss in the period of change. Refer to Note 3 for valuation of warrants. As of December 31, 2021, the Company performed a valuation of the private warrants and as a result recorded a net gain on remeasurement for the twelve months ended December 31, 2021, of $16,856 in its statement of operations. Series D Convertible Notes due March 2022 In connection with the issuance of the 2022 Convertible Notes, the Company issued 9,509 warrants to acquire Clever Leaves common shares to one of the note holders. The warrants vest when the 2022 Convertible Notes issued to the warrant holder is converted into shares and expire on March 30, 2023. The warrants were cancelled in July 2021 upon repayment of the 2022 Convertible Notes. Refer to Note 12 for more information. 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 3, 2021, and are not assignable, transferable, or negotiable. The equity classified warrants are amortized to interest expense over the life of the debt. During the year ended December 31, 2021, the Company amortized $410 to interest expense. 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 3, 2023. 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. |
GENERAL AND ADMINISTRATION
GENERAL AND ADMINISTRATION | 12 Months Ended |
Dec. 31, 2021 | |
General and Administrative Expense [Abstract] | |
GENERAL AND ADMINISTRATION | GENERAL AND ADMINISTRATION The components of general and administrative expenses were as follows: Year ended December 31, December 31, Salaries and benefits $ 14,309 $ 13,354 Office and administration 5,024 3,319 Professional fees 6,227 6,985 Share based compensation 11,451 1,652 Rent 1,082 1,700 Other (a) 305 1,809 Total $ 38,398 $ 28,819 (a) The Company reclassified $1,009 research and development ("R&D") expenses, reported in previous period in other general & administrative expense to R&D expense, as presented on the Consolidated Statements of Operations, to conform to the current period presentation. |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
SHARE-BASED COMPENSATION | 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 share-based awards to its employees, directors, officers, outside advisors and non-employee consultants. The 2018 Plan was terminated as of December 18, 2020 in respect of future grants of awards and issuances and distributions of common shares, other than issuances of common shares upon the exercise of options or the vesting of RSUs granted under the 2018 Plan that were outstanding on December 18, 2020. As of December 31, 2020, the Company had reserved 4,500,000 common shares for issuance to its employees, directors, outside advisors and non-employee consultants pursuant to the 2018 Plan Unless otherwise provided, at the time of grant, the options issued pursuant to the 2018 Plan expire ten years from the date of grant and generally vest over four years, with 25% of the award vesting in four equal installments. As of December 31, 2020, no new awards will be issued under the 2018 Plan. 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, RSUs and other shares-based awards to its employees, directors, officers, outside advisors and non-employee consultants. Under the 2020 Plan, the Company had reserved 2,813,215 common shares for issuance to its employees, directors, outside advisors and non-employee consultants. Unless otherwise provided, at the time of grant, the options and RSUs issued pursuant to the 2020 Plan generally expire ten years from the date of grant and generally vest over four years, with 25% of the award vesting in four equal installments. As of December 31, 2021 and December 31, 2020, 2,378,365 and 2,813,215 common shares, respectively, were available for future grants of the Company’s common shares under the 2020 Incentive Award Plan. Subsequent to December 31, 2021, the Company granted 1,741,659 RSUs to its management, employees, and outside advisors available under the 2020 Incentive Award Plan. The vesting period of these grants range from 1 to 4 years. Please refer to Note 22 for more details. 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 of the Business Combination 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 were to be issuable 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 (which condition was met on March 16, 2021), 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 (December 18, 2024) 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. 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. As of December 31, 2021 and December 31, 2020, 35,602 and 1,440,000 common shares, respectively, were available for future issuance under the 2020 Earnout Award Plan. Share-Based Compensation Expense The following table summarizes the Company's share-based compensation expense for each of its awards, included in the Consolidated Statement of Operations: Year Ended December 31, December 31, Share-based compensation award type: Stock Options 1,293 1,366 RSUs 10,158 286 Total Shared Based Compensation Expense 11,451 1,652 The Company recognized share-based compensation expense in general and administrative expenses. Share-Based Award Valuation The following table presents the weighted average assumptions used in the Black-Scholes Merton option pricing model to determine the fair value options granted during the periods presented: Weighted Average Assumptions December 31, 2021 December 31, 2020 Risk-free interest rate 0.78% - 1.09% 0.22% - 0.41% Expected dividend yield 0.0% 0.0% Expected volatility 75% to 90% 85% to 90% Expected life (in years) 5.00 - 6.25 0.14 - 5.00 Stock Options The following table summarizes the Company’s stock option activity during the twelve months ended December 31, 2021 and 2020: Stock Options Weighted-Average Exercise Price 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 Granted 64,736 $ 13.81 9.23 Exercised (40,942) $ 0.24 — $ 434 Forfeited (46,830) $ 10.65 — $ — Expired (89,659) $ 9.43 — $ — Balance as at December 31, 2021 784,193 $ 5.91 3.68 $ — Vested and expected to vest as at December 31, 2021 772,912 $ 5.85 3.69 $ — Vested and exercisable as at December 31, 2021 496,830 $ 5.83 3.61 $ — 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 grant-date fair value per share of stock options granted during the years ended December 31, 2021 and 2020 was $9.97 and $2.02, respectively. The share-based compensation expense related to unvested stock options awards not yet recognized as of December 31, 2021and 2020 was $1,414 and $2,276, respectively, which is expected to be recognized over a weighted average period of 1.4 years and 1.9 years respectively. Restricted Share Units Time-based Restricted Share Units The fair value for time-based RSUs is based on the closing price of the Company's common shares on the grant date. The following table summarizes the changed in the Company’s time-based restricted share unit activity during the twelve months ended December 31, 2021 and 2020: Restricted Share Units Weighted-Average Grant Date Fair Value 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 Granted 592,213 12.61 Vested (151,000) 13.86 Canceled/forfeited (17,146) 7.86 Unvested as of December 31, 2021 502,701 $ 10.93 The stock-based compensation expense related to unvested time-based restricted share units not yet recognized as of December 31, 2021 and 2020 was $4,708 and $521, respectively, which is expected to be recognized over a weighted average period of 2.4 years and 1.3 years respectively. Market-based Restricted Share Units During the year ended December 31, 2021, the Company granted RSUs with both market conditions and a service condition (market-based RSUs) to the Company's employees under the Earnout Plan. The market-based condition for these awards requires that (i) the Company's common share maintain a closing price equal to or greater than $12.50 for any 20 trading days within any consecutive 30 trading day period on or before December 18, 2022 (which condition was met on March 16, 2021) or (ii) the Company's common share maintain a closing price equal to or greater than $15.00 for any 20 trading days within any consecutive 30 trading day period on or before December 18, 2024. Provided that the market-based condition is satisfied, and the respective employee remains employed by the Company, the market-based RSUs will vest in four equal annual installments on the applicable vesting date. The RSUs with the closing-price condition of $12.50 or more was met in the twelve months ended December 31, 2021. The following table represents the weighted-average assumptions used in the Monte Carlo simulation model to determine the fair value of the market-based restricted share units granted during the twelve months ended December 31, 2021. Weighted Average Assumptions December 31, 2021 Grant date share price $13.68 Risk-free interest rate 0.52% Expected dividend yield 0.0% Expected volatility 90% Expected life (in years) 1.3 - 3.8 The following table summarizes the change in the Company's market-based restricted share units activity during the twelve months ended December 31, 2021. Restricted Share Units Weighted-Average Grant Date Fair Value Unvested as of December 31, 2020 — $ — Granted 1,256,785 13.06 Vested (117,895) 13.91 Canceled/forfeited (65,559) 13.53 Unvested as of December 31, 2021 1,073,331 $ 12.94 There was no market-based RSUs activity during the twelve months ended December 31, 2020. The share-based compensation expense related to unvested market-based RSUs not yet recognized as of December 31, 2021 was $8,462, which is expected to be recognized over a weighted average period of 3.1 years. |
REVENUE
REVENUE | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE | REVENUE Disaggregation of Revenue See Note 17 Segment Reporting for disaggregation of revenue data. Contract Balances The timing of revenue recognition, billing and cash collections results in billed accounts receivable, deferred revenue primarily attributable to advanced customer payment, on the Consolidated Statements of Financial Position. Accounts receivables are recognized in the period in which the Company's right to the consideration is unconditional. The Company's contract liabilities consist of advance payment from a customer, which is classified on the Consolidated Statements of Financial Position as current and non-current deferred revenue. As of December 31, 2021, the Company's deferred revenue, included in current liabilities and non-current was $653 and $1,548, respectively. As of December 31, 2020, the Company's deferred revenue, included in current liabilities and non-current was $870 and $1,167, respectively. |
SEGMENT REPORTING
SEGMENT REPORTING | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
SEGMENT REPORTING | 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 compensation expense, gains/losses on foreign currency fluctuations, gains/losses on the early extinguishment of debt and miscellaneous expenses. Segment profit/loss also excludes the impact of certain items that are not directly attributable to the reportable segments’ underlying operating performance. Such items are shown below in the table reconciling segment profit to consolidated income from continuing operations before income taxes. The Company does not have any material inter-segment sales. Information about total assets by segment is not disclosed because such information is not reported to or used by the Company’s CEO. Segment goodwill and other intangible assets, net, are disclosed in Note 10 Goodwill and Note 9 Intangible Assets, respectively. As of December 31, 2021 and 2020, the Company’s operations were organized in the following two reportable segments: 1. The Cannabinoid operating segment: comprised of the Company’s cultivation, extraction, 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 are primarily outside of the U.S. 2. Non-Cannabinoid operating segment: comprised of the brands acquired as part of the Herbal Brands acquisition in April 2019. The segment is engaged in the business of formulating, manufacturing, marketing, selling, distributing, and otherwise commercializing nutraceutical and other natural remedies, wellness products, detoxification products, and nutritional and dietary supplements. The Company’s principal customers for its Herbal Brands products include mass retailers, specialty and health retailer and distributors in the U.S. 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, December 31, Segment Net Sales: Cannabinoid $ 3,242 $ 2,511 Non-Cannabinoid 12,132 9,606 Total Net Sales 15,374 12,117 Segment Profit (Loss): Cannabinoid (16,915) (18,798) Non-Cannabinoid 2,631 1,863 Total Loss $ (14,284) $ (16,935) Reconciliation: Total Segment Loss (14,284) (16,935) Unallocated corporate expenses (11,196) (6,405) Non-cash share based compensation (11,451) (1,652) Depreciation and amortization (1,768) (1,854) Goodwill impairment (18,508) (1,682) Loss from operations $ (57,207) $ (28,528) (Gain) loss on debt extinguishment, net (3,262) 2,360 Gain on remeasurement of warrant liability (16,856) (10,780) Loss on fair value of derivative instrument — 657 Loss on investments — 464 Foreign exchange loss 1,276 491 Interest expense 6,818 4,455 Other income, net (502) (284) Loss from operations before income taxes and equity investment loss $ (44,681) $ (25,891) Customers with an accounts receivable balance of 10% or greater of total accounts receivable and customers with net revenue of 10% or greater of total revenues are presented below for the periods indicated: Percentage of Revenues Percentage of Accounts Receivable December 31, December 31, 2021 2020 2021 2020 Customer A (a) * * * 40% Customer B (a) * * * 23% Customer C (b) 17 % 21 % 25% 11% Customer D (a) * * 18% * * denotes less than 10% (a) net sales attributed are reflected in the cannabinoid segments (b) net sales attributed are reflected in the non-cannabinoid segments During 2021 and 2020, the Company's net sales for the non-cannabinoid segment were in the U.S; cannabinoid net sales were mostly outside of the U.S., primarily in Colombia, Israel, Brazil and Australia. December 31, December 31, Long-lived assets Cannabinoid $ 30,709 $ 25,485 Non-Cannabinoid 216 176 Other (a) 7 19 $ 30,932 $ 25,680 ____________ (a) “Other” includes long-lived assets primarily in the Company’s corporate offices. Long-lived assets consist of non-current assets other than goodwill; intangible assets, net; deferred tax assets; investments in unconsolidated subsidiaries and equity securities; and financial instruments. The Company’s largest markets in terms of long-lived assets are Colombia and Portugal. The following table disaggregates the Company’s revenues by channel for the for the periods presented: Year ended December 31, December 31, Mass retail $ 8,070 $ 6,879 Distributors 5,835 4,036 Specialty, health and other retail 945 689 E-commerce 524 513 $ 15,374 $ 12,117 |
INCOME TAX
INCOME TAX | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAX | INCOME TAXIncome tax recognized in the statement of operations: Year ended December 31, December 31, Current tax Current tax expense in respect of the current year $ — $ — Deferred tax Deferred tax expense (recovery) in the current year 950 — Total income tax expense recognized in the current year $ 950 $ — 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% (2020 — 27%) of pre-tax loss as a result of the following: Year ended December 31, December 31, Net loss before income tax $ (44,681) $ (25,891) Expected federal income tax recovery calculated at 27% (a) (12,064) (6,992) Effect of income/expenses, net, that are not (taxable)/deductible (permanent differences) in determining taxable profit 3,493 (1,454) Tax rates differences applicable to foreign subsidiaries (708) (143) Adjustments related to prior years 0 958 Change valuation allowance 7,988 8,009 Foreign exchange 1,226 (378) Changes in tax rates 950 — Other 65 — Income tax expense $ 950 $ — (a) 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. 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: Year ended December 31, December 31, Deferred tax asset (liability) Non-capital losses carry forward $ 24,139 $ 18,436 Capital losses carryforward 98 98 Other 3,765 1,697 Property, plant and equipment 595 279 Intangibles 581 441 Deferred tax assets $ 29,178 $ 20,951 Valuation allowance (28,513) (20,525) Intangible assets (6,650) (5,700) Other (665) (426) Net deferred tax liability $ (6,650) $ (5,700) As at December 31, 2021, the Company has operating losses, which may be carried forward to apply against future year’s income tax for income tax purposes, subject to final determination by taxation authorities and expiring as follows: Canada United States Colombia United Portugal Germany Total 2030 $ — $ — $ 2,689 $ — $ — $ — $ 2,689 2031 — — 12,395 — 1,909 — $ 14,304 2032 — — 6,135 — 4,088 — $ 10,223 2033 — — 7,591 — 4,159 — $ 11,750 2037 — 641 — — — — $ 641 2038 117 — — — — — $ 117 2039 1,058 — — — — — $ 1,058 2040 11,605 — — — — — $ 11,605 2041 9,297 — — — — — $ 9,297 Indefinite — 13,520 — — — 9,103 $ 22,623 Total $ 22,077 $ 14,161 $ 28,810 $ — $ 10,156 $ 9,103 $ 84,307 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 during calendar year December 31, 2021 and 2020. The Company did not record any expenses related to interest or penalties related to income taxes during calendar year December 31, 2021 and 2020. All years since the incorporation of the Company and its subsidiaries remain open to be audited by tax authorities. |
NET LOSS PER SHARE
NET LOSS PER SHARE | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
NET LOSS PER SHARE | NET LOSS PER SHAREBasic net loss per share is calculated by dividing net loss by the weighted-average number of common shares outstanding during the year, without consideration for common share equivalents. Diluted net loss per share is computed by dividing net loss by the weighted-average number of common share equivalents outstanding for the year determined using the treasury-stock method. For purposes of this calculation, common share warrants and stock options are considered to be common share equivalents and are only included in the calculation of diluted net loss per share when their effect is dilutive. 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, 2021 December 31, 2020 Numerator: Net loss $ (45,726) $ (25,895) 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 — basic and diluted $ (45,726) $ (36,114) Denominator: Weighted-average common shares outstanding - basic and diluted 25,690,096 10,815,580 Net loss per common share - basic and diluted $ (1.78) $ (3.34) 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 number of common shares outstanding used to calculate both basic and diluted net loss per share attributable to common shareholders is the same. The Company excluded the following potential common shares, presented based on amounts outstanding at December 31, 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 effect: December 31, 2021 December 31, 2020 Common stock warrants 17,840,951 17,963,591 SAMA earnout shares 570,211 1,140,423 Stock options 784,193 896,888 Unvested restricted share units 1,576,031 78,634 Total 20,771,386 20,079,536 |
CONTINGENCIES AND COMMITMENTS
CONTINGENCIES AND COMMITMENTS | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
CONTINGENCIES AND COMMITMENTS | CONTINGENCIES AND COMMITMENTS The Company is involved in various legal claims and actions arising in the normal course of the Company’s operations. Although the outcome of these claims cannot be predicted with certainty, the Company does not expect these matters to have a material adverse effect on the Company’s financial position, cash flows or results of operations. Lease Commitments The Company and its subsidiaries lease its office facilities and cannabis related facilities in the United States and Colombia under non-cancellable operating lease agreements. Undiscounted future minimum annual lease payments for the next five years and thereafter are as follows: Lease Commitments 2022 $ 1,910 2023 1,562 2024 845 2025 337 2026 152 Thereafter 286 Total $ 5,092 Purchase Commitments |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS The Company entered into a guaranty (the “Guaranty”) in favor of Rock Cliff on May 3, 2019 in connection with the Herbal Brands Loan to its subsidiary Herbal Brands, Inc. The Guaranty was a condition of the Herbal Brands Loan, which enabled the Herbal Brands acquisition. Pursuant to the Guaranty, the Company guaranteed Herbal Brands’ payment obligations under the Herbal Brands Loan and related loan documents, including the payment of the $8,500 principal amount of the Herbal Brands Loan, the interest at the 8% rate, as well as the payment of Rock Cliff ’s related out-of-pocket fees and expenses. 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 3, 2023, and are not assignable, transferable, or negotiable. 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. Refer to Note 8, Note 12, and Note 13 for more information on the Herbal Brands acquisition and related financing. On November 9, 2020, Clever Leaves and the Company entered into the Neem Holdings Convertible Note and the Neem Holdings Warrants with Neem Holdings, a shareholder of the Company. Upon consummation of the Business Combination, the Company repaid the Neem Holdings Convertible Note in full and Neem Holdings exercised the Neem Holdings Warrants. See Note 12 for more information. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS The Company has evaluated its subsequent events from December 31, 2021 through the date these consolidated financial statements were issued and has determined that there are no subsequent events requiring disclosure in these consolidated financial statements other than the items noted below. 2024 Convertible Note-Redemption Subsequent to December 31, 2021, in connection with the 2024 Note Purchase Agreement, the Company issued a total of 7,000 common shares upon debt conversion to the noteholders, with a value of $15. The Company also repaid principal and accrued interest of approximately $3,500 related to the 2024 Convertible Note. As of March 22, 2022, the outstanding balance on the Convertible Note payable was approximately $16,395. First Amendment to Secured 2024- Convertible Note On January 13, 2022, the Company and Catalina LP entered the First Amendment to the Secured Convertible Note (the "First Amendment Agreement"), amending certain terms of the original Secured Convertible Note issued by the Company to Catalina. These amendments are temporary amendments that expire on July 19, 2022, at which time the terms of the original note apply with respect to such amendments. The First Amendment Agreement allows Catalina to elect to receive cash repayment on account of Principal if the closing price per share of the Company’s common shares on the Nasdaq Capital Market is below $2.20 (from $7.00 in the original Secured Convertible Note) on any 10 of the previous 20 trading days. The terms of the Original Note will apply to redemptions or repayments after July 19, 2022, unless further amended by the parties thereto. For more information refer to exhibit 10.59 incorporated herein by reference, in Part IV, Exhibits, of this Annual Report on Form 10-K. Investment in Cansativa On February 1, 2022, the Company signed an agreement, which is subject to regulatory approval with Germany, to sell 1,586 shares of investment in Cansativa for approximately EUR 2,300, resulting in a gain of approximately $2,055. As a result of this sale, the Company's equity ownership of Cansativa, on a fully diluted basis, decreased from 14.22% to approximately 9% of the book value of Cansativa net assets. This change did not impact the equity method classification. Grant of RSUs On January 14, 2022, the Company granted 1,741,659 RSUs to its management, employees, and outside advisors available under the 2020 Incentive Award Plan. The vesting period of these grants range from 1 to 4 years. Please refer to Note 15 for more details on the 2020 Incentive Award Plan. Equity Distribution Agreement On January 14, 2022, the Company entered into an Equity Distribution Agreement (the “Equity Distribution Agreement”) with Canaccord Genuity LLC, as sales agent (the “Agent”). Under with the terms of the Equity Distribution Agreement, the Company may issue and sell its common shares, without par value, having an aggregate offering price of up to $50,000 from time to time through the Agent. The issuance and sale of the common shares under the Equity Distribution Agreement have been made, any such future sales will be made, pursuant to the Company’s effective registration statement on Form S-3 (File No. 333-262183), which includes an “at-the-market” (“ATM”) offering prospectus supplement. As of the date of filing this Form 10-K, the Company is now subject to “baby shelf” rules pursuant to Instruction I.B.6. of Form S-3. As such, the Company may not sell more than one-third of the aggregate market value of the voting and non-voting common equity held by non-affiliates, where such aggregate market value is calculated using figures from a date or dates, as the case may be, within the preceding 60-days from the date of filing this 10-K. Pursuant this baby shelf cap, we may not offer to or sell equity securities for more than one-third of our public float, which, as of the date of this filing, limits the aggregate offering price pursuant to the ATM to approximately $18,000, but may increase if and when our public float increases. Subject to terms of the Equity Distribution Agreement, the Agent is not required to sell any specific number or dollar amount of common shares but has agreed to act as the Company’s sales agent, using commercially reasonable efforts to sell on the Company’s behalf all of the common shares requested by the Company to be sold, consistent with the Agent’s normal trading and sales practices, on terms mutually agreed between the Agent and the Company. The Agent is entitled to compensation under the terms of the Equity Distribution Agreement at a fixed commission rate not to exceed 3.0% of the gross proceeds from each issuance and sale of common shares. As of March 22, 2022, the Company has issued and sold 2,801,997 shares pursuant to the ATM offering, for aggregate net proceeds of $3,316 and may issue and sell additional shares, subject to the limitations described above. Warrant Waiver Agreement twelve |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
Use of Accounting 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 and disclosed 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 interests that do not result in a loss of control as transactions with equity owners of the Company. A change in ownership interest results in an adjustment between the carrying amounts of the controlling and non-controlling interests to reflect their relative interests in the subsidiary. Any difference between the amount of the adjustment to non-controlling interests and any consideration paid or received is recognized in equity and attributable to the controlling interest. In regard to the Company’s interests in entities that do not meet the requirements for consolidation, refer to Investments discussion later in this footnote. |
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 & Restricted Cash | Cash and cash equivalents are comprised of cash balances at financial institutions and highly liquid short-term investments with original maturities of three months or less that are readily convertible into known amounts of cash. Cash and cash equivalents are stated at cost which approximates fair value. Cash and cash equivalents are primarily held in U.S. dollars, Canadian dollars, Euros, and Colombian pesos.Restricted cash is comprised of cash on deposit for payments related to the cash on deposit for certain of the Company's lease arrangements. |
Concentrations of Credit Risk | Financial instruments that potentially subject the Company to concentration of credit risk consist of cash and cash equivalents and accounts receivable. The Company limits its exposure by primarily placing its cash in accounts with high credit quality financial institutions. Cash and cash equivalents are comprised of cash balances at financial institutions and highly liquid short-term investments with original maturities of three months or less that are readily convertible into known amounts of cash. Cash and cash equivalents are primarily held in U.S. dollars, Canadian dollars, Euros and Colombian pesos. The Company derives its accounts receivable from revenues earned from customers. The Company bases credit decisions primarily on a customer's past credit history, before the customer is granted standard credit terms, which range from net 30 to 60 days. |
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. Allowance for Doubtful Accounts |
Prepaid Expenses, Deposits and Advances | 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. The Company's other receivables primarily relate to value added taxes, other taxes and recoverable sales. |
Inventories | Inventories consist of raw materials, work-in-progress, and finished goods, and are valued at the lower of cost and net realizable value. Cost is determined using the weighted average cost method. Net realizable value is equal to the estimated selling price in the ordinary course of business, less estimated costs of sale or completion. Cost of inventories include all direct expenditures to get the inventory ready for sale, attributable overhead, and are determined as follows: Raw materials • Purchase costs on a weighted average cost basis. • Consist of soil, fertilizers, seeds, and other supplies and consumables used in the cultivation and processing of cannabis. In addition, flavorings, sugars, vitamins, additives, and components used to manufacture finished goods including bottles, packaging, and shrink wrap are used in the production of the Company’s nutraceutical products. Work-in-progress • Costs of direct raw materials, labor, and attributable overhead incurred to cultivate cannabis plants, and process and develop cannabis derivatives, manufacture, handle and shipment of finished goods. • Consist of cannabis buds currently in the propagation, vegetation, or flowering stages (i.e. cultivated cannabis), and any harvested dry cannabis to be used in the production of cannabis derivatives (i.e. harvested cannabis and extracts). Finished goods • Costs of direct raw materials, labor, and attributable overhead incurred based on normal operating capacity to complete finished goods. • Consist of completed cannabis derivatives, such as cannabis oils and capsules (i.e. cannabis extracts); health and wellness supplements such as liquid and solid dose personal cleansing products, dietary supplements, and personal health care items. 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. |
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 common share investment in the entity. This assessment considers subordination, risks and rewards of ownership, and obligation to transfer value in determining whether risks and reward characteristics that are substantially similar to the entity’s common shares. The Company applies judgment in considering various indicators of the ability to exercise significant influence over the investee, such as through ownership of 20% or more of the investee voting stock but not greater than 50%, board representation, and/or participation in the financial, operating, or governance decisions made by the investee. 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. |
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 in nature. Estimates of the fair value of an asset or liability consider the unique characteristics of the asset or liability, and consider inputs such as liquidity risk, foreign exchange risk, and volatility. The fair value hierarchy is based on the lowest level input that is significant to the fair value measurement as a whole: • Level 1 — Based on quoted (unadjusted) market prices in active markets using observable inputs, for identical assets or liabilities; • Level 2 — Based on inputs other than quoted prices in active markets, that is significant to the fair value measurement is directly or indirectly observable; • Level 3 — Based on unobservable inputs, where little to no market data exists, that is significant to the fair value measurement is unobservable and thus require more assumptions by the Company. 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 basis over the estimated useful lives of the assets, as follows: 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 3 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 assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. If events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable, the Company estimates the undiscounted future cash flows (excluding interest) resulting from the use of the asset and its ultimate disposition. If the sum of the undiscounted cash flows (excluding interest) is less than the carrying value, the Company recognizes an impairment loss, measured as the amount by which the carrying value exceeds the fair value of the asset. There were no impairment charges to long-lived assets during the years ended December 31, 2021 and 2020. 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 Life at the Acquisition Date (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 intangible asset is considered impaired if its fair value is less than its carrying amount. |
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 interests of the acquired entity at the date of acquisition. 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 activities. If substantially all of the fair value of the gross assets acquired (which excludes cash and cash equivalents, deferred tax assets and any goodwill created from recognition of deferred tax liabilities) is concentrated in a single identifiable asset or group of similar identifiable assets, the set is not a business and does not require further evaluation. 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 interest in the acquiree is initially measured at fair value, including goodwill, at the date of acquisition. Any contingent consideration transferred is initially recognized at fair value and is remeasured at fair value each period until settled, with any identified changes in fair value to be recognized in profit or loss. 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 interest in the acquired, and the fair value of any previously held equity interest in the acquirer at the acquisition date, over the net of the identifiable assets acquired and liabilities assumed. In cases where the acquisition occurred as a bargain purchase, the residual deficit would be recognized in profit or loss after reassessing the values used in the acquisition accounting. If the fair value of the net assets acquired is in excess of the aggregate consideration transferred, the gain is recognized in profit or loss. 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. |
Goodwill | 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 interest in the acquired, and the fair value of any previously held equity interest in the acquirer at the acquisition date, over the net of the identifiable assets acquired and liabilities assumed. In cases where the acquisition occurred as a bargain purchase, the residual deficit would be recognized in profit or loss after reassessing the values used in the acquisition accounting. If the fair value of the net assets acquired is in excess of the aggregate consideration transferred, the gain is recognized in profit or loss. 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. |
Warrant Liability | Warrants are accounted for in accordance with the applicable authoritative accounting guidance as either liabilities or as equity instruments depending on the specific terms of the agreements. Liability-classified instruments are recorded at fair value at each reporting period with any change in fair value recognized as a component of change in fair value of warrant liabilities in the consolidated statements of operations and comprehensive loss. |
2024 Notes Purchase Agreement | On July 19, 2021, the Company entered into a Note Purchase Agreement with Catalina LP (the “Note Purchase Agreement”) and issued a secured convertible note (the “Convertible Note”) to Catalina LP pursuant to the Note Purchase Agreement. Based upon the overall assessment of settlement possibilities, the Company concluded that the Convertible Note is not subject to ASC 480. In order for the Convertible Note to be subjected to ASC 480, this obligation must also be the predominant settlement outcome at inception. In the case of the Convertible Note, settlement may be in cash at maturity, converted based upon the First Conversion Feature (fixed rate conversion), converted based upon the Second Conversion Feature (fixed rate conversion), or settled with a variable number of shares under the Share Redemption Feature. Consistent with the objective allowing only a “small” amount of variability in settlement value, the Company determined that in order for the Convertible Note to be subject to ASC 480, there must be a 90% likelihood of settlement using a variable number of shares such that the monetary value is substantially fixed. |
Leases | In February 2016, the FASB issued ASU 2016-02, Leases ("ASC 842"). ASU 2016-02 requires lessees to recognize a lease liability and a corresponding right-of-use asset for virtually all lease contracts, as of the date on which the lessor makes the underlying asset available to the lessee. ASC 842 supersedes the lease accounting guidance in ASC 840 Leases. The effective date of this ASU 842 was delayed for two years by the issuance of ASU 2020-05. As of December 31, 2021, the Company has not adopted ASC 842. The Company will be adopting this standard on January 1, 2022. As of December 31, 2021, the Company's currently accounts for leases under ASC 840. The Company leases its facilities under cancellable and noncancellable operating leases. 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 basis over the lease term. |
Revenue Recognition | The Company elected to use the practical expedient prescribed by the standard and applied the standard using a portfolio approach to contracts (or performance obligations) with similar characteristics, as the Company reasonably expects that the effects on the financial statements of applying this guidance to the portfolio would not differ materially from applying this guidance to the individual contracts (or performance obligations) within that portfolio. 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 and other price reductions. Product returns are not material to Company net sales. 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. |
Embedded Conversion Features | The Company evaluates embedded conversion features within convertible debt under ASC 815 “Derivatives and Hedging” to determine whether the embedded conversion features should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in earnings. If the conversion feature does not require derivative treatment under ASC 815, the instrument is evaluated under ASC 470-20 “Debt with Conversion and Other Options” for consideration of any beneficial conversion feature. |
Share-Based Compensation | The Company grants share-based awards to employees, directors and consultants of the Company as compensation for services rendered or performance achieved. We recognize the cost of share-based awards granted to employees, directors and consultants based on the estimated grant-date fair value of the awards. The fair value is recognized as compensation expense over the requisite service period for all awards that vest. For performance-based stock options, compensation cost is recognized over the requisite service period if it is probable that the performance condition will be satisfied. Compensation costs for awards that cliff vest and for graded vesting awards based solely on service conditions are recognized on a straight-line basis. Graded vesting based on performance conditions are recognized on a ratable basis over the requisite service period using the accelerated attribution model. For restricted stock, compensation cost is recognized over the original restriction period. The Company reverses previously recognized costs for unvested options in the period that forfeitures occur. The Company's restricted stock units with a performance vesting condition were measured at fair value on its grant date using a risk-neutral Monte-Carlo simulation model. The Monte-Carlo model includes assumptions for expected term, volatility, risk free interest rate and dividend yield, each of which are determined in reference to the Company's historical results. The Company determines the fair value of the stock options using the Black-Scholes option pricing model, which are impacted by the following assumptions: • Expected Term —Expected option term is calculated considering the weighted average mid-point of the vesting and expiry dates, compared to the grant date. The expected term used in the Monte-Carlo simulation model to determine the fair value of the market-based RSUs granted was 1.3 - 3.8 years. • Expected Volatility —Volatility range is based on historical industry volatility at the grant date. • Expected Dividend Yield —The dividend rate used is zero as we have never paid any cash dividends on common shares and do not anticipate doing so in the foreseeable future. • Risk-Free Interest Rate —The interest rates used are based on USD treasury yields at the grant date, with a term to maturity matching the expected option term. |
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 method to compute basic and diluted net (loss) income per share attributable to the Company's common shareholders when shares meet the definition of participating securities. The two-class method determines net loss per share for each class of the Company’s common shares and preferred shares according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires (loss) income available to common shareholders of the Company for the period to be allocated between the Company’s common shares and preferred shares based upon their respective rights to share in the earnings as if all (loss) income for the period had been distributed. Basic net loss per share attributable to the Company shareholders is computed by dividing net loss by the weighted-average number of shares outstanding during the period without consideration of potentially dilutive common shares. 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. For periods in which the Company reports net losses, diluted net loss per common share attributable to the Company common shareholders is the same as basic net loss because potentially dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. |
Research and Development Costs | The Company expenses research and development ("R&D") costs as incurred. R&D includes expenditures for new products and process innovation, as well as significant technological improvements to existing products and processes. The Company's R&D expenditures primarily consist of payroll-related costs and office and general costs attributable to time spent on R&D activities. Other costs include depreciation and amortization of facilities and equipment and legal and professional fees related to R&D activities. |
Reclassifications | Certain prior year amounts in the Consolidated Financial Statements have been reclassified to conform to the current year's presentation. |
Recently Adopted Accounting Pronouncements and Recently Issued Accounting Pronouncements Not Yet Adopted | Recently Adopted Accounting Pronouncements In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740) - Simplifying the Accounting for Income Taxes (“ASU No. 2019-12"), which is intended to simplify various aspects related to accounting for income taxes. ASU No. 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. ASU No. 2019-12 is effective for the Company beginning January 1, 2021. The ASU has no material impact to the Company's consolidated financial statements. 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) (“ASU No. 2020-01”), which is intended to clarify the interaction of the accounting for equity securities under Topic 321 and investments accounted for under the equity method of accounting in Topic 323 and the accounting for certain forward contracts and purchased options accounted for under Topic 815. ASU No. 2020-01 is effective for the Company beginning January 1, 2021. The adoption of ASU did not have a material impact to the Company's consolidated financial statements. In October 2020, the FASB issued this ASU No. 2020-09, Debt - (Topic 470) ("ASU No. 2020-09"), which clarifies, streamlines, and in some cases eliminates, the disclosures a registrant must provide in lieu of the subsidiary’s audited financial statements. The rules require certain enhanced narrative disclosures, including the terms and 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 are effective January 1, 2021, and earlier compliance is permitted. The adoption of ASU did not have a material impact to the Company's consolidated financial statements. Recently Issued Accounting Pronouncements Not Yet Adopted In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842),” (“ASU 2016-02”), which establishes a new lease accounting model for lessees. The updated guidance requires an entity to recognize assets and liabilities arising from financing and operating leases, along with additional qualitative and quantitative disclosures. In July 2018, the FASB issued ASU 2018-11, Leases (Topic 842) Targeted Improvements, which provides for an optional transition method that allows for the application of current legacy guidance, including its disclosure requirements, in the comparative periods presented in the year of adoption. Otherwise, Topic 842 must be adopted by a modified retrospective method, with elective reliefs, which requires application of the new guidance for all periods presented. The Company plans to use the optional transition method when adopting the new standard. The amendments have the same effective date and transition requirements as the new lease standard. The Company will adopt this standard on January 1, 2022. While the Company expects the adoption of these standards will not result in a material increase to the reported assets and liabilities, the Company has not yet determined the full impact that the adoption of this standard will have on its condensed consolidated financial statements. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 replaces the existing incurred loss impairment model with a forward-looking expected credit loss model which will result in earlier recognition of credit losses for certain financial instruments and financial assets. For trade receivables, we are required to estimate lifetime expected credit losses. For available-for-sale debt securities, the Company will recognize an allowance for credit losses rather than a reduction to the carrying value of the asset. ASU 2016-13 is effective for fiscal years beginning after December 15, 2022. Early adoption of the guidance is permitted for fiscal years beginning after December 15, 2018. The Company is currently evaluating and assessing the impact this guidance will have on its consolidated financial statements. In August 2020, the FASB issued ASU No. 2020-06, Debt - (Topic 815) ("ASU No. 2020-06"), which simplifies an issuer’s accounting for convertible instruments and its application of the derivatives scope exception for contracts in its own equity. The amendments in ASU No. 2020-06 are effective for public companies, other than smaller reporting companies, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is currently evaluating the effect of adopting ASU No. 2020-06. In October 2020, the FASB issued ASU No. 2020-08, Codification Improvement — (Topic 310) ("ASU No. 2020-08"), which clarifies that an entity should reevaluate whether a callable debt security is within the scope of paragraph ASC 310-20-35-33 for each reporting period. The amendments in this ASU No. 2020-08 are effective for public companies, other than smaller reporting companies, for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2021, including interim periods within fiscal years after December 15, 2022. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is currently evaluating the effect of adopting ASU No. 2020-08. In October 2020, the FASB issued ASU No. 2020-10, Codification Improvement — (Topic Various) ("ASU No. 2020-10"), to make incremental improvements to U.S. GAAP and address stakeholder suggestions, including, among other things, clarifying that the requirement to provide comparative information in the financial statements extends to the corresponding disclosures section. The amendments in this update will be effective for public companies, other than smaller reporting companies, for fiscal years beginning after December 15, 2020. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2021, and interim periods beginning after December 15, 2022. Early adoption is permitted. As the Company is evaluating the effect of the amendments, we believe the adoption of the amendments in this update is not expected to have a material impact on our consolidated financial position and results of operation. In May 2021, the FASB issued ASU No. 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options ("ASU No. 2021-04"), which provides a principles-based framework to determine whether an issuer should recognize the modification or exchange as an adjustment to equity or an expense. ASU No. 2021-04 requires issuers to account for modifications or exchanges of freestanding equity-classified written call options (e.g., warrants) that remain equity classified after the modification or exchange based on the economic substance of the modification or exchange. The amendments in ASU No. 2021-04 are effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted for all entities, including adoption in an interim period. The Company is currently evaluating the effect of adopting ASU No. 2021-04. |
BASIS OF PRESENTATION (Tables)
BASIS OF PRESENTATION (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Consolidated Entity Table | The following table provides a summary of the Company’s subsidiaries and respective ownership percentage at December 31, 2021 and 2020: Subsidiaries Jurisdiction of incorporation Ownership December 31, 2021 December 31, 2020 Clever Leaves US, Inc. ("SAMA") Delaware, United States 100% 100% NS US Holdings, Inc. Delaware, United States 100% 100% Herbal Brands, Inc. Delaware, United States 100% 100% 1255096 B.C. Ltd. ("Newco") British Columbia, Canada 100% 100% Northern Swan International, Inc. (“NSI”) British Columbia, Canada 100% 100% Arizona Herbal Brands, Inc. (1) British Columbia, Canada 100% 100% Northern Swan Management, Inc. British Columbia, Canada 100% 100% Clever Leaves Australia Pvt Ltd Australia 100% N/A Northern Swan Deutschland Holdings, Inc. British Columbia, Canada 100% 100% Northern Swan Portugal Holdings, Inc. British Columbia, Canada 100% 100% Clever Leaves Portugal Unipessoal LDA Portugal 100% 100% Clever Leaves II Portugal Cultivation SA Portugal 100% 100% Northern Swan Europe, Inc. British Columbia, Canada 100% 100% Nordschwan Holdings, Inc. British Columbia, Canada 100% 100% Clever Leaves Germany GmbH Hamburg, Germany 100% 100% NS Herbal Brands International, Inc. British Columbia, Canada 100% 100% Herbal Brands, Ltd. London, United Kingdom 100% 100% Clever Leaves International, Inc. British Columbia, Canada 100% 100% Eagle Canada Holdings, Inc. (“Eagle Canada”) British Columbia, Canada 100% 100% Ecomedics S.A.S. (“Ecomedics”) Bogota, Colombia 100% 100% Clever Leaves UK Limited London, United Kingdom 100% 100% (1) Arizona Herbal Brands, Inc. was dissolved by way of voluntary dissolution under the Business Corporation Act on December 31, 2021. |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
Schedule of Property, Plant and Equipment | Depreciation begins when the asset becomes available for use and is calculated on a straight-line basis over the estimated useful lives of the assets, as follows: 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 3 years Laboratory equipment 3 – 20 years The Company has property, plant, and equipment related to land, buildings and warehouses, leasehold improvements, laboratory, and construction in progress. Property, plant and equipment, net consisted of the following: December 31, December 31, Land $ 5,065 $ 5,065 Building & warehouse 13,381 8,464 Laboratory equipment 6,295 5,942 Agricultural equipment 2,404 1,904 Computer equipment 1,681 1,534 Furniture & appliances 852 819 Construction in progress (b) 5,709 4,288 Other 1,247 1,020 Property, plant and equipment, gross 36,634 29,036 Less: accumulated depreciation (5,702) (3,356) Property, plant and equipment, net $ 30,932 $ 25,680 (a) The Company recorded total depreciation expense in the Consolidated Statement of Operations for approximately $2,346 and $2,359 in 2021 and 2020, respectively. Total depreciation for the year ended December 31, 2021 includes approximately $1,133 and $586 of depreciation, included in inventory and cost of goods sold, respectively. Total depreciation for the year ended December 31, 2020 includes approximately $1,051 and $685 of depreciation, included in inventory and costs of goods sold, respectively. (b) Construction in progress primarily relate to on-going construction of the Company's Colombian and Portugal facilities. |
Herbal Brands, Inc. | |
Business Acquisition [Line Items] | |
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination | 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 Life at the Acquisition Date (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) | 12 Months Ended |
Dec. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | 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, 2021 Assets: Investment – Cansativa — — 1,458 1,458 Total Assets $ — $ — $ 1,458 $ 1,458 Liabilities: Loans and borrowings — 7,396 — 7,396 Warrant liability — — 2,205 2,205 Convertible notes — 17,699 — 17,699 Total Liabilities $ — $ 25,095 $ 2,205 $ 27,300 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 |
Schedule of Changes in the Fair Value of Warrant Liabilities | The change in fair value of warrant liabilities related to private warrants during the year ended December 31, 2021 is as follows: Private Placement Warrants: Total Warrant Liability Warrant liability at December 31, 2020 $ 19,061 Change in fair value of warrant liability (16,856) Warrant liability at December 31, 2021 $ 2,205 |
Fair Value Measurement Inputs and Valuation Techniques | The following assumptions were used to determine the fair value of the Private Warrants as of December 31, 2021 and December 31, 2020: As of December 31, December 31, Risk-free interest rate 1.11 % 0.43 % Expected volatility 60 % 60 % Share Price $ 3.10 $ 8.90 Exercise Price $ 11.50 $ 11.50 Expiration date December 18, 2025 December 18, 2025 • The risk-free interest rate assumptions are based on U.S. dollar zero curve derived from swap rates at the valuation date, with a term to maturity matching the remaining term of warrants. • The expected volatility assumptions are based on average of historical volatility based on comparable industry volatilities of public warrants. The following table represents the weighted-average assumptions used in the Monte Carlo simulation model to determine the fair value of the market-based restricted share units granted during the twelve months ended December 31, 2021. Weighted Average Assumptions December 31, 2021 Grant date share price $13.68 Risk-free interest rate 0.52% Expected dividend yield 0.0% Expected volatility 90% Expected life (in years) 1.3 - 3.8 |
INVENTORIES, NET (Tables)
INVENTORIES, NET (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories are comprised of the following items as of the periods presented: December 31, December 31, Raw materials $ 1,477 $ 1,148 Work in progress – cultivated cannabis 1,241 1,482 Work in progress – harvested cannabis and extracts 1,070 274 Finished goods – cannabis extracts 11,432 7,003 Finished goods – other 188 283 Total $ 15,408 $ 10,190 |
PREPAIDS, DEPOSITS AND ADVANC_2
PREPAIDS, DEPOSITS AND ADVANCES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Prepaids and Advances | Prepaids and advances are comprised of the following items as of the periods presented: December 31, 2021 December 31, 2020 Prepaid expenses $ 935 $ 1,404 Deposits 47 109 Other advances 1,686 1,661 Total $ 2,668 $ 3,174 |
BUSINESS COMBINATIONS (Tables)
BUSINESS COMBINATIONS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
Schedule Of Reconciliation Of Elements Of Business Combination | 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 31, 2020: 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 Warrant liability (29,841) Net liabilities assumed from SAMA (258) Net contributions from Business Combination $ 47,794 |
INTANGIBLE ASSETS, NET (Tables)
INTANGIBLE ASSETS, NET (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Indefinite-Lived Intangible Assets | The following tables present details of the Company’s total intangible assets as of December 31, 2021 and December 31, 2020. The value of product formulation intangible asset is included in the value of Brand: December 31, 2021 Gross Accumulated Net Weighted- Finite-lived intangible assets: Customer contracts $ 925 $ 925 $ — 0.0 Customer relationships 1,000 487 513 3.4 Customer list 650 346 304 2.3 Brand 4,516 1,216 3,300 7.3 Total finite-lived intangible assets $ 7,091 $ 2,974 $ 4,117 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 $ 2,974 $ 23,117 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 assets $ 19,000 N/A $ 19,000 Total intangible assets $ 26,091 $ 1,812 $ 24,279 |
Schedule of Finite-Lived Intangible Assets | The following tables present details of the Company’s total intangible assets as of December 31, 2021 and December 31, 2020. The value of product formulation intangible asset is included in the value of Brand: December 31, 2021 Gross Accumulated Net Weighted- Finite-lived intangible assets: Customer contracts $ 925 $ 925 $ — 0.0 Customer relationships 1,000 487 513 3.4 Customer list 650 346 304 2.3 Brand 4,516 1,216 3,300 7.3 Total finite-lived intangible assets $ 7,091 $ 2,974 $ 4,117 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 $ 2,974 $ 23,117 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 assets $ 19,000 N/A $ 19,000 Total intangible assets $ 26,091 $ 1,812 $ 24,279 |
Schedule of Finite-lived Intangible Assets Amortization Expense | The following table reflects the estimated future amortization expense for each period presented for the Company’s finite-lived intangible assets as of December 31, 2021: Estimated 2022 $ 795 2023 715 2024 542 2025 542 2026 482 Thereafter 1,041 Total $ 4,117 |
GOODWILL (Tables)
GOODWILL (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The following table presents the changes in goodwill by segment: Cost Cannabinoid Non- Cannabinoid Total 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 Impairment (18,508) — (18,508) Balance at December 31, 2021 $ — $ — $ — |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT, NET (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | Depreciation begins when the asset becomes available for use and is calculated on a straight-line basis over the estimated useful lives of the assets, as follows: 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 3 years Laboratory equipment 3 – 20 years The Company has property, plant, and equipment related to land, buildings and warehouses, leasehold improvements, laboratory, and construction in progress. Property, plant and equipment, net consisted of the following: December 31, December 31, Land $ 5,065 $ 5,065 Building & warehouse 13,381 8,464 Laboratory equipment 6,295 5,942 Agricultural equipment 2,404 1,904 Computer equipment 1,681 1,534 Furniture & appliances 852 819 Construction in progress (b) 5,709 4,288 Other 1,247 1,020 Property, plant and equipment, gross 36,634 29,036 Less: accumulated depreciation (5,702) (3,356) Property, plant and equipment, net $ 30,932 $ 25,680 (a) The Company recorded total depreciation expense in the Consolidated Statement of Operations for approximately $2,346 and $2,359 in 2021 and 2020, respectively. Total depreciation for the year ended December 31, 2021 includes approximately $1,133 and $586 of depreciation, included in inventory and cost of goods sold, respectively. Total depreciation for the year ended December 31, 2020 includes approximately $1,051 and $685 of depreciation, included in inventory and costs of goods sold, respectively. (b) Construction in progress primarily relate to on-going construction of the Company's Colombian and Portugal facilities. |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | December 31, December 31, Convertible Note due 2024, current portion (a) 16,559 — Herbal Brands Loan due May 2023, current portion (d) 470 880 Other loans and borrowings, current portion 479 — Total debt, current portion $ 17,508 $ 880 Convertible Note due 2024 1,140 — Series D Convertible Note due March 2022 (b)(c) — 27,142 Herbal Brands Loan due May 2023 (e) 4,760 5,191 Other loans and borrowings 1,687 630 Total debt, long term $ 7,587 $ 32,963 Ending balance $ 25,095 $ 33,843 (a) Convertible Note, current portion reflects, net of debt discount and debt issuance costs of $2,197 in 2021. (b) Series D Convertible note, non current reflects, net of debt issuance costs of $741 in 2020. (c) During the year ended December 31, 2021, the Company wrote off $483 of unamortized debt financing cost related to the repayment of its Series D Convertible Note due March 2022. (d) The Company reclassified $880 current portion of Herbal Brands Loan, reported in previous period in long term debt, to conform to the current period presentation. (e) Herbal Brand's Loan, non current reflects debt issuance amortization of $410 in 2021. |
GENERAL AND ADMINISTRATION (Tab
GENERAL AND ADMINISTRATION (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
General and Administrative Expense [Abstract] | |
Schedule of General And Administrative Expenses | The components of general and administrative expenses were as follows: Year ended December 31, December 31, Salaries and benefits $ 14,309 $ 13,354 Office and administration 5,024 3,319 Professional fees 6,227 6,985 Share based compensation 11,451 1,652 Rent 1,082 1,700 Other (a) 305 1,809 Total $ 38,398 $ 28,819 (a) The Company reclassified $1,009 research and development ("R&D") expenses, reported in previous period in other general & administrative expense to R&D expense, as presented on the Consolidated Statements of Operations, to conform to the current period presentation. |
SHARE-BASED COMPENSATION (Table
SHARE-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount | The following table summarizes the Company's share-based compensation expense for each of its awards, included in the Consolidated Statement of Operations: Year Ended December 31, December 31, Share-based compensation award type: Stock Options 1,293 1,366 RSUs 10,158 286 Total Shared Based Compensation Expense 11,451 1,652 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The following table presents the weighted average assumptions used in the Black-Scholes Merton option pricing model to determine the fair value options granted during the periods presented: Weighted Average Assumptions December 31, 2021 December 31, 2020 Risk-free interest rate 0.78% - 1.09% 0.22% - 0.41% Expected dividend yield 0.0% 0.0% Expected volatility 75% to 90% 85% to 90% Expected life (in years) 5.00 - 6.25 0.14 - 5.00 |
Schedule of Share-based Payment Arrangement, Option, Activity | The following table summarizes the Company’s stock option activity during the twelve months ended December 31, 2021 and 2020: Stock Options Weighted-Average Exercise Price 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 Granted 64,736 $ 13.81 9.23 Exercised (40,942) $ 0.24 — $ 434 Forfeited (46,830) $ 10.65 — $ — Expired (89,659) $ 9.43 — $ — Balance as at December 31, 2021 784,193 $ 5.91 3.68 $ — Vested and expected to vest as at December 31, 2021 772,912 $ 5.85 3.69 $ — Vested and exercisable as at December 31, 2021 496,830 $ 5.83 3.61 $ — |
Fair Value Measurement Inputs and Valuation Techniques | The following assumptions were used to determine the fair value of the Private Warrants as of December 31, 2021 and December 31, 2020: As of December 31, December 31, Risk-free interest rate 1.11 % 0.43 % Expected volatility 60 % 60 % Share Price $ 3.10 $ 8.90 Exercise Price $ 11.50 $ 11.50 Expiration date December 18, 2025 December 18, 2025 • The risk-free interest rate assumptions are based on U.S. dollar zero curve derived from swap rates at the valuation date, with a term to maturity matching the remaining term of warrants. • The expected volatility assumptions are based on average of historical volatility based on comparable industry volatilities of public warrants. The following table represents the weighted-average assumptions used in the Monte Carlo simulation model to determine the fair value of the market-based restricted share units granted during the twelve months ended December 31, 2021. Weighted Average Assumptions December 31, 2021 Grant date share price $13.68 Risk-free interest rate 0.52% Expected dividend yield 0.0% Expected volatility 90% Expected life (in years) 1.3 - 3.8 |
Schedule of Unvested Restricted Stock Units Roll Forward | The following table summarizes the changed in the Company’s time-based restricted share unit activity during the twelve months ended December 31, 2021 and 2020: Restricted Share Units Weighted-Average Grant Date Fair Value 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 Granted 592,213 12.61 Vested (151,000) 13.86 Canceled/forfeited (17,146) 7.86 Unvested as of December 31, 2021 502,701 $ 10.93 Restricted Share Units Weighted-Average Grant Date Fair Value Unvested as of December 31, 2020 — $ — Granted 1,256,785 13.06 Vested (117,895) 13.91 Canceled/forfeited (65,559) 13.53 Unvested as of December 31, 2021 1,073,331 $ 12.94 |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | 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, December 31, Segment Net Sales: Cannabinoid $ 3,242 $ 2,511 Non-Cannabinoid 12,132 9,606 Total Net Sales 15,374 12,117 Segment Profit (Loss): Cannabinoid (16,915) (18,798) Non-Cannabinoid 2,631 1,863 Total Loss $ (14,284) $ (16,935) Reconciliation: Total Segment Loss (14,284) (16,935) Unallocated corporate expenses (11,196) (6,405) Non-cash share based compensation (11,451) (1,652) Depreciation and amortization (1,768) (1,854) Goodwill impairment (18,508) (1,682) Loss from operations $ (57,207) $ (28,528) (Gain) loss on debt extinguishment, net (3,262) 2,360 Gain on remeasurement of warrant liability (16,856) (10,780) Loss on fair value of derivative instrument — 657 Loss on investments — 464 Foreign exchange loss 1,276 491 Interest expense 6,818 4,455 Other income, net (502) (284) Loss from operations before income taxes and equity investment loss $ (44,681) $ (25,891) During 2021 and 2020, the Company's net sales for the non-cannabinoid segment were in the U.S; cannabinoid net sales were mostly outside of the U.S., primarily in Colombia, Israel, Brazil and Australia. December 31, December 31, Long-lived assets Cannabinoid $ 30,709 $ 25,485 Non-Cannabinoid 216 176 Other (a) 7 19 $ 30,932 $ 25,680 ____________ |
Schedule of Revenue by Major Customers by Reporting Segments | Customers with an accounts receivable balance of 10% or greater of total accounts receivable and customers with net revenue of 10% or greater of total revenues are presented below for the periods indicated: Percentage of Revenues Percentage of Accounts Receivable December 31, December 31, 2021 2020 2021 2020 Customer A (a) * * * 40% Customer B (a) * * * 23% Customer C (b) 17 % 21 % 25% 11% Customer D (a) * * 18% * * denotes less than 10% (a) net sales attributed are reflected in the cannabinoid segments (b) net sales attributed are reflected in the non-cannabinoid segments |
Disaggregation of Revenue by Channel | The following table disaggregates the Company’s revenues by channel for the for the periods presented: Year ended December 31, December 31, Mass retail $ 8,070 $ 6,879 Distributors 5,835 4,036 Specialty, health and other retail 945 689 E-commerce 524 513 $ 15,374 $ 12,117 |
INCOME TAX (Tables)
INCOME TAX (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Recovery) | Income tax recognized in the statement of operations: Year ended December 31, December 31, Current tax Current tax expense in respect of the current year $ — $ — Deferred tax Deferred tax expense (recovery) in the current year 950 — Total income tax expense recognized in the current year $ 950 $ — |
Schedule of Effective Income Tax Rate Reconciliation | 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% (2020 — 27%) of pre-tax loss as a result of the following: Year ended December 31, December 31, Net loss before income tax $ (44,681) $ (25,891) Expected federal income tax recovery calculated at 27% (a) (12,064) (6,992) Effect of income/expenses, net, that are not (taxable)/deductible (permanent differences) in determining taxable profit 3,493 (1,454) Tax rates differences applicable to foreign subsidiaries (708) (143) Adjustments related to prior years 0 958 Change valuation allowance 7,988 8,009 Foreign exchange 1,226 (378) Changes in tax rates 950 — Other 65 — Income tax expense $ 950 $ — (a) 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. |
Schedule of Deferred Tax Assets and Liabilities | 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: Year ended December 31, December 31, Deferred tax asset (liability) Non-capital losses carry forward $ 24,139 $ 18,436 Capital losses carryforward 98 98 Other 3,765 1,697 Property, plant and equipment 595 279 Intangibles 581 441 Deferred tax assets $ 29,178 $ 20,951 Valuation allowance (28,513) (20,525) Intangible assets (6,650) (5,700) Other (665) (426) Net deferred tax liability $ (6,650) $ (5,700) |
Summary of Operating Loss Carryforwards | As at December 31, 2021, the Company has operating losses, which may be carried forward to apply against future year’s income tax for income tax purposes, subject to final determination by taxation authorities and expiring as follows: Canada United States Colombia United Portugal Germany Total 2030 $ — $ — $ 2,689 $ — $ — $ — $ 2,689 2031 — — 12,395 — 1,909 — $ 14,304 2032 — — 6,135 — 4,088 — $ 10,223 2033 — — 7,591 — 4,159 — $ 11,750 2037 — 641 — — — — $ 641 2038 117 — — — — — $ 117 2039 1,058 — — — — — $ 1,058 2040 11,605 — — — — — $ 11,605 2041 9,297 — — — — — $ 9,297 Indefinite — 13,520 — — — 9,103 $ 22,623 Total $ 22,077 $ 14,161 $ 28,810 $ — $ 10,156 $ 9,103 $ 84,307 |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | 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, 2021 December 31, 2020 Numerator: Net loss $ (45,726) $ (25,895) 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 — basic and diluted $ (45,726) $ (36,114) Denominator: Weighted-average common shares outstanding - basic and diluted 25,690,096 10,815,580 Net loss per common share - basic and diluted $ (1.78) $ (3.34) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The Company excluded the following potential common shares, presented based on amounts outstanding at December 31, 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 effect: December 31, 2021 December 31, 2020 Common stock warrants 17,840,951 17,963,591 SAMA earnout shares 570,211 1,140,423 Stock options 784,193 896,888 Unvested restricted share units 1,576,031 78,634 Total 20,771,386 20,079,536 |
CONTINGENCIES AND COMMITMENTS (
CONTINGENCIES AND COMMITMENTS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | Undiscounted future minimum annual lease payments for the next five years and thereafter are as follows: Lease Commitments 2022 $ 1,910 2023 1,562 2024 845 2025 337 2026 152 Thereafter 286 Total $ 5,092 |
CORPORATE INFORMATION - Narrati
CORPORATE INFORMATION - Narrative (Details) | Dec. 18, 2020 |
Clever Leaves US, Inc. ("SAMA") | |
Business Acquisition [Line Items] | |
Business acquisition, stock, conversion ratio | 0.3288 |
BASIS OF PRESENTATION - Narrati
BASIS OF PRESENTATION - Narrative (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Cash and cash equivalents | [1] | $ 37,699 | $ 79,460 | $ 13,198 |
[1] | These amounts include restricted cash of $473 and $353 as of December 31, 2021 and December 31, 2020, respectively, which are comprised primarily of cash on deposits for certain lease arrangements. |
BASIS OF PRESENTATION - Schedul
BASIS OF PRESENTATION - Schedule of Consolidated Entities (Details) | Dec. 31, 2021 | Dec. 31, 2020 |
Clever Leaves US, Inc. ("SAMA") | ||
Segment Reporting Information [Line Items] | ||
Ownership percentage | 100.00% | 100.00% |
NS US Holdings, Inc. | ||
Segment Reporting Information [Line Items] | ||
Ownership percentage | 100.00% | 100.00% |
Herbal Brands, Inc. | ||
Segment Reporting Information [Line Items] | ||
Ownership percentage | 100.00% | 100.00% |
1255096 B.C. Ltd. ("Newco") | ||
Segment Reporting Information [Line Items] | ||
Ownership percentage | 100.00% | 100.00% |
Northern Swan International, Inc. (“NSI”) | ||
Segment Reporting Information [Line Items] | ||
Ownership percentage | 100.00% | 100.00% |
Arizona Herbal Brands, Inc. | ||
Segment Reporting Information [Line Items] | ||
Ownership percentage | 100.00% | 100.00% |
Northern Swan Management, Inc. | ||
Segment Reporting Information [Line Items] | ||
Ownership percentage | 100.00% | 100.00% |
Clever Leaves Australia Pvt Ltd | ||
Segment Reporting Information [Line Items] | ||
Ownership percentage | 100.00% | |
Northern Swan Deutschland Holdings, Inc. | ||
Segment Reporting Information [Line Items] | ||
Ownership percentage | 100.00% | 100.00% |
Northern Swan Portugal Holdings, Inc. | ||
Segment Reporting Information [Line Items] | ||
Ownership percentage | 100.00% | 100.00% |
Clever Leaves Portugal Unipessoal LDA | ||
Segment Reporting Information [Line Items] | ||
Ownership percentage | 100.00% | 100.00% |
Clever Leaves II Portugal Cultivation SA | ||
Segment Reporting Information [Line Items] | ||
Ownership percentage | 100.00% | 100.00% |
Northern Swan Europe, Inc. | ||
Segment Reporting Information [Line Items] | ||
Ownership percentage | 100.00% | 100.00% |
Nordschwan Holdings, Inc. | ||
Segment Reporting Information [Line Items] | ||
Ownership percentage | 100.00% | 100.00% |
Clever Leaves Germany GmbH | ||
Segment Reporting Information [Line Items] | ||
Ownership percentage | 100.00% | 100.00% |
NS Herbal Brands International, Inc. | ||
Segment Reporting Information [Line Items] | ||
Ownership percentage | 100.00% | 100.00% |
Herbal Brands, Ltd. | ||
Segment Reporting Information [Line Items] | ||
Ownership percentage | 100.00% | 100.00% |
Clever Leaves International, Inc. | ||
Segment Reporting Information [Line Items] | ||
Ownership percentage | 100.00% | 100.00% |
Eagle Canada Holdings, Inc. (“Eagle Canada”) | ||
Segment Reporting Information [Line Items] | ||
Ownership percentage | 100.00% | 100.00% |
Ecomedics S.A.S. (“Ecomedics”) | ||
Segment Reporting Information [Line Items] | ||
Ownership percentage | 100.00% | 100.00% |
Clever Leaves UK Limited | ||
Segment Reporting Information [Line Items] | ||
Ownership percentage | 100.00% | 100.00% |
SIGNIFICANT ACCOUNTING POLICI_4
SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 18, 2020 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Warrant liability | $ 2,205,000 | $ 19,061,000 | $ 29,841,000 |
Gain on remeasurement of warrant liability | (16,856,000) | (10,780,000) | |
Allowance for doubtful accounts | 917,000 | 0 | |
Impairment of intangible assets, finite-lived | $ 0 | $ 0 | |
Minimum | Market-based Restricted Share Units | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Expected life (in years) | 1 year 3 months 18 days | ||
Maximum | Market-based Restricted Share Units | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Expected life (in years) | 3 years 9 months 18 days | ||
Private Placement | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Gain on remeasurement of warrant liability | $ (16,856,000) | ||
Accounts Receivable | Customer Concentration Risk | Three Customers | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Concentration risk, percentage | 43.00% | 74.00% | |
Common stock warrants | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Warrant, outstanding (in shares) | 12,877,361 | 13,000,000 | |
Private Placement | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Warrant, outstanding (in shares) | 4,900,000 | 4,900,000 |
SIGNIFICANT ACCOUNTING POLICI_5
SIGNIFICANT ACCOUNTING POLICIES - Property, Plant and Equipment Useful Live (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Furniture & appliances | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 5 years |
Computer equipment | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 3 years |
Minimum | Building & warehouse | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 2 years |
Minimum | Agricultural equipment | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 2 years |
Minimum | Laboratory equipment | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 3 years |
Maximum | Building & warehouse | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 40 years |
Maximum | Agricultural equipment | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 10 years |
Maximum | Laboratory equipment | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 20 years |
SIGNIFICANT ACCOUNTING POLICI_6
SIGNIFICANT ACCOUNTING POLICIES - Intangible Assets Useful Life (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Customer contracts | |
Finite-Lived Intangible Assets [Line Items] | |
Remaining Useful Life at the Acquisition Date | 8 years 8 months 12 days |
Customer list | |
Finite-Lived Intangible Assets [Line Items] | |
Remaining Useful Life at the Acquisition Date | 5 years |
Brand | |
Finite-Lived Intangible Assets [Line Items] | |
Remaining Useful Life at the Acquisition Date | 10 years |
Minimum | Customer relationships | |
Finite-Lived Intangible Assets [Line Items] | |
Remaining Useful Life at the Acquisition Date | 4 years |
Maximum | Customer relationships | |
Finite-Lived Intangible Assets [Line Items] | |
Remaining Useful Life at the Acquisition Date | 7 years |
FAIR VALUE MEASUREMENTS - Fair
FAIR VALUE MEASUREMENTS - Fair Value Hierarchy (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Investment – Cansativa | $ 1,458 | $ 1,553 |
Total Assets | 1,458 | 1,553 |
Loans and borrowings | 7,396 | 6,701 |
Warrant liability | 2,205 | 19,061 |
Convertible notes | 17,699 | 27,142 |
Total Liabilities | 27,300 | 52,904 |
Level 1 | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Investment – Cansativa | 0 | 0 |
Total Assets | 0 | 0 |
Loans and borrowings | 0 | 0 |
Warrant liability | 0 | 0 |
Convertible notes | 0 | 0 |
Total Liabilities | 0 | 0 |
Level 2 | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Investment – Cansativa | 0 | 0 |
Total Assets | 0 | 0 |
Loans and borrowings | 7,396 | 6,701 |
Warrant liability | 0 | 0 |
Convertible notes | 17,699 | 27,142 |
Total Liabilities | 25,095 | 33,843 |
Level 3 | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Investment – Cansativa | 1,458 | 1,553 |
Total Assets | 1,458 | 1,553 |
Loans and borrowings | 0 | 0 |
Warrant liability | 2,205 | 19,061 |
Convertible notes | 0 | 0 |
Total Liabilities | $ 2,205 | $ 19,061 |
FAIR VALUE MEASUREMENTS - Chang
FAIR VALUE MEASUREMENTS - Change in Fair Value (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Changes of Fair Value of Warrant Liabilities [Roll Forward] | ||
Change in fair value of warrant liability | $ (16,856) | $ (10,780) |
Private warrants | ||
Changes of Fair Value of Warrant Liabilities [Roll Forward] | ||
Warrant liability, beginning of period | 19,061 | |
Change in fair value of warrant liability | (16,856) | |
Warrant liability, end of period | $ 2,205 | $ 19,061 |
FAIR VALUE MEASUREMENTS - Warra
FAIR VALUE MEASUREMENTS - Warrant Assumptions (Details) | Dec. 31, 2021$ / shares | Dec. 31, 2020$ / shares |
Risk-free interest rate | ||
Class of Warrant or Right [Line Items] | ||
Warrants and rights outstanding, measurement input | 0.0111 | 0.0043 |
Expected volatility | ||
Class of Warrant or Right [Line Items] | ||
Warrants and rights outstanding, measurement input | 0.60 | 0.60 |
Share Price | ||
Class of Warrant or Right [Line Items] | ||
Warrants and rights outstanding, measurement input | 3.10 | 8.90 |
Exercise Price | ||
Class of Warrant or Right [Line Items] | ||
Warrants and rights outstanding, measurement input | 11.50 | 11.50 |
INVENTORIES, NET - Components (
INVENTORIES, NET - Components (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Inventory [Line Items] | ||
Raw materials | $ 1,477 | $ 1,148 |
Total | 15,408 | 10,190 |
Inventory write-down | 2,980 | 399 |
Cultivated Cannabis | ||
Inventory [Line Items] | ||
Work in progress | 1,241 | 1,482 |
Harvested Cannabis And Extracts | ||
Inventory [Line Items] | ||
Work in progress | 1,070 | 274 |
Cannabis Extracts | ||
Inventory [Line Items] | ||
Finished goods | 11,432 | 7,003 |
Other | ||
Inventory [Line Items] | ||
Finished goods | $ 188 | $ 283 |
PREPAIDS, DEPOSITS AND ADVANC_3
PREPAIDS, DEPOSITS AND ADVANCES - Components of Prepaids and Advances (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Prepaid expenses | $ 935 | $ 1,404 |
Deposits | 47 | 109 |
Other advances | 1,686 | 1,661 |
Total | $ 2,668 | $ 3,174 |
INVESTMENTS - Narrative (Detail
INVESTMENTS - Narrative (Details) € / shares in Units, $ in Thousands | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||
Dec. 31, 2020USD ($) | Jan. 31, 2019EUR (€) | Sep. 30, 2020USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2018EUR (€) | Feb. 01, 2022 | Dec. 31, 2020€ / shares | Dec. 01, 2020 | Nov. 30, 2020 | Sep. 30, 2020EUR (€) | Dec. 31, 2019USD ($) | Sep. 30, 2019USD ($)shares | Sep. 30, 2019EUR (€)shares | Dec. 31, 2018USD ($)investorshares | Dec. 31, 2018EUR (€)investor€ / sharesshares | Dec. 20, 2018shares | |
Summary of Investment Holdings [Line Items] | |||||||||||||||||
Investment | $ | $ 1,553 | $ 1,458 | $ 1,553 | ||||||||||||||
Goodwill | $ | $ 18,508 | 0 | 18,508 | $ 20,190 | |||||||||||||
Gain (loss) on investments | $ | 0 | 464 | |||||||||||||||
Gain (loss) from investments | $ | (95) | $ (4) | |||||||||||||||
Preferred Shares | Cansativa | |||||||||||||||||
Summary of Investment Holdings [Line Items] | |||||||||||||||||
Shares issued, price per share (euro per share) | € / shares | € 543.31 | ||||||||||||||||
Seed Financing Round | Cansativa | |||||||||||||||||
Summary of Investment Holdings [Line Items] | |||||||||||||||||
Shares issued (in shares) | shares | 3,096 | 3,096 | |||||||||||||||
Investments, fully diluted pre-money valuation | € 8,500,000 | ||||||||||||||||
Seed Financing Round | Preferred Shares | Cansativa | |||||||||||||||||
Summary of Investment Holdings [Line Items] | |||||||||||||||||
Shares issued, price per share (euro per share) | € / shares | € 322,970 | ||||||||||||||||
Cansativa | |||||||||||||||||
Summary of Investment Holdings [Line Items] | |||||||||||||||||
Percentage of interest held | 14.22% | 14.22% | |||||||||||||||
Gain (loss) on investments | $ | $ 211 | ||||||||||||||||
Gain (loss) from investments | $ | $ (95) | $ (4) | |||||||||||||||
Cansativa | Subsequent Event | |||||||||||||||||
Summary of Investment Holdings [Line Items] | |||||||||||||||||
Percentage of interest held | 9.00% | ||||||||||||||||
Cansativa | Common Shares | |||||||||||||||||
Summary of Investment Holdings [Line Items] | |||||||||||||||||
Number of shares registered and fully paid-in capital (in shares) | shares | 26,318 | ||||||||||||||||
Cansativa | Seed Financing Round | |||||||||||||||||
Summary of Investment Holdings [Line Items] | |||||||||||||||||
Investments, net | € 7,000 | ||||||||||||||||
Number of investment tranches | investor | 3 | 3 | |||||||||||||||
Percentage of interest held | 10.53% | 10.53% | |||||||||||||||
Payments to acquire investments | € 996,820 | € 3,100 | |||||||||||||||
Share price (euro per share) | € / shares | € 1 | ||||||||||||||||
Investment | $ 1,075 | € 999,920 | |||||||||||||||
Investments, initial amount | 3,100 | ||||||||||||||||
Investments, capital reverse payment | 996,820 | ||||||||||||||||
Investments, additional | $ 722 | € 650,000 | |||||||||||||||
Investments, additional, shares (in shares) | shares | 2,138 | 2,138 | |||||||||||||||
Investments, consideration transferred, net assets | 16.60% | 16.60% | |||||||||||||||
Net assets | € 1,233,000 | ||||||||||||||||
Goodwill | € 1,122,000 | ||||||||||||||||
Cansativa | Seed Financing Round | Cansativa, Employee Stock Ownership Plan (ESOP) | |||||||||||||||||
Summary of Investment Holdings [Line Items] | |||||||||||||||||
Percentage of interest held | 15.80% | 16.59% | |||||||||||||||
Cansativa | Seed Financing Round | Preferred Shares | |||||||||||||||||
Summary of Investment Holdings [Line Items] | |||||||||||||||||
Percentage of interest held | 14.22% | 14.22% | 15.80% | ||||||||||||||
Cansativa | Tranche One | |||||||||||||||||
Summary of Investment Holdings [Line Items] | |||||||||||||||||
Investments, gross | 1,000,000 | ||||||||||||||||
Cansativa | Tranche One | Seed Financing Round | |||||||||||||||||
Summary of Investment Holdings [Line Items] | |||||||||||||||||
Investments, gross | $ 1,075 | 999,920 | |||||||||||||||
Cansativa | Tranche Two | Seed Financing Round | |||||||||||||||||
Summary of Investment Holdings [Line Items] | |||||||||||||||||
Investments, gross | € 0 | 3,000,000 | |||||||||||||||
Gain (loss) on investments | $ | $ (370) | ||||||||||||||||
Cansativa | Tranche Three | Seed Financing Round | |||||||||||||||||
Summary of Investment Holdings [Line Items] | |||||||||||||||||
Investments, gross | € 3,000,000 |
BUSINESS COMBINATIONS - Narrati
BUSINESS COMBINATIONS - Narrative (Details) - Clever Leaves $ / shares in Units, $ in Thousands | Dec. 18, 2020USD ($)$ / shares | Dec. 31, 2020USD ($) | Dec. 17, 2020shares |
Business Acquisition [Line Items] | |||
Consideration transferred | $ 3,100 | $ 3,057 | |
Schultze Special Purpose Acquisition Corp. (SAMA) | |||
Business Acquisition [Line Items] | |||
Percentage of contributed stock, issued and outstanding | 100.00% | ||
Schultze Special Purpose Acquisition Corp. (SAMA) | Private Investment in Public Equity (PIPE) | |||
Business Acquisition [Line Items] | |||
Purchase of shares | $ 8,881 | ||
Purchase of shares (dollars per share) | $ / shares | $ 9.50 | ||
Shares issued (in shares) | shares | 934,819 | ||
Business acquisition, stock, conversion ratio | 1 | ||
NS US Holdings, Inc. | |||
Business Acquisition [Line Items] | |||
Percentage of contributed stock, issued and outstanding | 100.00% | ||
Convertible Notes, 2022 | Schultze Special Purpose Acquisition Corp. (SAMA) | Private Investment in Public Equity (PIPE) | |||
Business Acquisition [Line Items] | |||
Satisfaction, accrued and outstanding interest | $ 2,881 |
BUSINESS COMBINATIONS - Schedul
BUSINESS COMBINATIONS - Schedule of Reconciliation of Elements of Business Combination (Details) - USD ($) $ in Thousands | Dec. 18, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | |||
Cash - SAMA trust and cash, net of redemptions | $ 25,000 | $ 9,737 | |
Non-cash PIK | $ 697 | 2,881 | |
Clever Leaves | |||
Business Acquisition [Line Items] | |||
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 | $ (3,100) | (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 |
INTANGIBLE ASSETS, NET - Narrat
INTANGIBLE ASSETS, NET - Narrative (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Dec. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | Dec. 31, 2019 | |
Finite-Lived Intangible Assets [Line Items] | ||||||
Amortization of intangible assets | $ 1,162,000 | $ 1,231,000 | ||||
Asset impairment charges | $ 0 | $ 0 | ||||
Discounted Future Cash Flow | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Impairment analysis, weighted-average cost of capital | 14.00% | 19.00% | 14.00% | |||
Impairment analysis, perpetual growth rate | 3.00% | 2.00% | ||||
Discounted Future Cash Flow | Minimum | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Impairment analysis, perpetual growth rate | 2.00% | |||||
Discounted Future Cash Flow | Maximum | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Impairment analysis, perpetual growth rate | 3.00% | |||||
Customer contracts | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Weighted- Average Useful Life (in Years) | 0 years | 6 months | ||||
GNC Holdings, Inc. | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Inventory reserve | $ 0 | $ 86,000 | ||||
GNC Holdings, Inc. | Customer contracts | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Weighted- Average Useful Life (in Years) | 12 months | |||||
License | ||||||
Indefinite-lived Intangible Assets [Line Items] | ||||||
Indefinite-lived intangible assets acquired | $ 19,000,000 | $ 19,000,000 | ||||
Herbal Brands, Inc. | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Finite-lived intangible assets acquired | $ 7,091,000 |
INTANGIBLE ASSETS, NET - Compon
INTANGIBLE ASSETS, NET - Components of Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 7,091 | $ 7,091 |
Accumulated Amortization | 2,974 | 1,812 |
Net Carrying Amount | 4,117 | 5,279 |
Indefinite-lived Intangible Assets [Line Items] | ||
Net Carrying Amount | 19,000 | 19,000 |
Gross Carrying Amount | 26,091 | 26,091 |
Accumulated Amortization | 2,974 | 1,812 |
Net Carrying Amount | 23,117 | 24,279 |
License | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Net Carrying Amount | 19,000 | 19,000 |
Customer contracts | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 925 | 925 |
Accumulated Amortization | 925 | 525 |
Net Carrying Amount | $ 0 | $ 400 |
Weighted- Average Useful Life (in Years) | 0 years | 6 months |
Indefinite-lived Intangible Assets [Line Items] | ||
Accumulated Amortization | $ 925 | $ 525 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 1,000 | 1,000 |
Accumulated Amortization | 487 | 304 |
Net Carrying Amount | $ 513 | $ 696 |
Weighted- Average Useful Life (in Years) | 3 years 4 months 24 days | 4 years 4 months 24 days |
Indefinite-lived Intangible Assets [Line Items] | ||
Accumulated Amortization | $ 487 | $ 304 |
Customer list | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 650 | 650 |
Accumulated Amortization | 346 | 217 |
Net Carrying Amount | $ 304 | $ 433 |
Weighted- Average Useful Life (in Years) | 2 years 3 months 18 days | 3 years 3 months 18 days |
Indefinite-lived Intangible Assets [Line Items] | ||
Accumulated Amortization | $ 346 | $ 217 |
Brand | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 4,516 | 4,516 |
Accumulated Amortization | 1,216 | 766 |
Net Carrying Amount | $ 3,300 | $ 3,750 |
Weighted- Average Useful Life (in Years) | 7 years 3 months 18 days | 8 years 3 months 18 days |
Indefinite-lived Intangible Assets [Line Items] | ||
Accumulated Amortization | $ 1,216 | $ 766 |
INTANGIBLE ASSETS, NET - Amorti
INTANGIBLE ASSETS, NET - Amortization Expense (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2022 | $ 795 | |
2023 | 715 | |
2024 | 542 | |
2025 | 542 | |
2026 | 482 | |
Thereafter | 1,041 | |
Net Carrying Amount | $ 4,117 | $ 5,279 |
GOODWILL - Changes of Goodwill
GOODWILL - Changes of Goodwill (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill [Roll Forward] | ||||
Goodwill, beginning balance | $ 20,190,000 | $ 18,508,000 | $ 20,190,000 | |
Impairment | (18,508,000) | (1,682,000) | ||
Goodwill, ending balance | $ 0 | 0 | 18,508,000 | |
Cannabinoid | ||||
Goodwill [Roll Forward] | ||||
Goodwill, beginning balance | 18,508,000 | 18,508,000 | 18,508,000 | |
Impairment | (18,508,000) | (18,508,000) | 0 | |
Goodwill, ending balance | 0 | 0 | 18,508,000 | |
Non-Cannabinoid | ||||
Goodwill [Roll Forward] | ||||
Goodwill, beginning balance | 1,682,000 | 0 | 1,682,000 | |
Impairment | (1,682,000) | 0 | (1,682,000) | |
Goodwill, ending balance | $ 0 | $ 0 | $ 0 | $ 0 |
GOODWILL - Impairment Testing (
GOODWILL - Impairment Testing (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill [Line Items] | |||||
Goodwill impairment | $ 18,508,000 | $ 1,682,000 | |||
Goodwill | $ 0 | $ 0 | 18,508,000 | $ 20,190,000 | |
Discounted Future Cash Flow | |||||
Goodwill [Line Items] | |||||
Impairment analysis, weighted-average cost of capital | 14.00% | 19.00% | 14.00% | ||
Impairment analysis, perpetual growth rate | 3.00% | 2.00% | |||
Non-Cannabinoid | |||||
Goodwill [Line Items] | |||||
Goodwill impairment | $ 1,682,000 | $ 0 | 1,682,000 | ||
Goodwill | $ 0 | $ 0 | $ 0 | $ 0 | $ 1,682,000 |
PROPERTY, PLANT AND EQUIPMENT_3
PROPERTY, PLANT AND EQUIPMENT, NET - Components (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 36,634 | $ 29,036 |
Less: accumulated depreciation | (5,702) | (3,356) |
Property, plant and equipment, net | 30,932 | 25,680 |
Depreciation | 2,346 | 2,359 |
Costs of goods sold | ||
Property, Plant and Equipment [Line Items] | ||
Depreciation | 586 | 685 |
Inventory | ||
Property, Plant and Equipment [Line Items] | ||
Depreciation | 1,133 | 1,051 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 5,065 | 5,065 |
Building and Warehouse | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 13,381 | 8,464 |
Laboratory equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 6,295 | 5,942 |
Agricultural equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 2,404 | 1,904 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 1,681 | 1,534 |
Furniture & appliances | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 852 | 819 |
Construction-in-progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 5,709 | 4,288 |
Other | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 1,247 | $ 1,020 |
DEBT - Components of Debt (Deta
DEBT - Components of Debt (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Jul. 19, 2021 | ||
Debt Instrument [Line Items] | ||||
Total debt, current portion | $ 17,508 | $ 880 | ||
Total debt, long term | 7,587 | 32,963 | ||
Ending balance | 25,095 | 33,843 | ||
Debt amortization costs | 4,227 | 426 | [1] | |
Convertible notes | ||||
Debt Instrument [Line Items] | ||||
Debt issuance costs, net | 741 | |||
Convertible Note due 2024 | ||||
Debt Instrument [Line Items] | ||||
Debt issuance costs and debt discount | $ 965 | |||
Debt issuance costs, net | $ 630 | |||
Convertible Note due 2024 | Convertible notes | ||||
Debt Instrument [Line Items] | ||||
Total debt, long term | 1,140 | 0 | ||
Convertible Note due 2024 | Convertible notes | ||||
Debt Instrument [Line Items] | ||||
Total debt, current portion | 16,559 | 0 | ||
Debt issuance costs and debt discount | 2,197 | |||
Herbal Brands Loan due May 2023 | ||||
Debt Instrument [Line Items] | ||||
Total debt, current portion | 470 | 880 | ||
Total debt, long term | 4,760 | 5,191 | ||
Debt amortization costs | 410 | |||
Other loans and borrowings | ||||
Debt Instrument [Line Items] | ||||
Total debt, current portion | 479 | 0 | ||
Total debt, long term | 1,687 | 630 | ||
Series D Convertible Note due March 2022 | Convertible notes | ||||
Debt Instrument [Line Items] | ||||
Total debt, long term | 0 | $ 27,142 | ||
Write off of unamortized debt financing cost | $ 483 | |||
[1] | The Company reclassified $426 debt issuance amortization, reported in previous period in other-noncash expense, net to debt issuance amortization, to conform to the current period presentation. |
DEBT - Neem Holdings Convertibl
DEBT - Neem Holdings Convertible Note and Neem Holdings Warrants (Details) - USD ($) | Nov. 09, 2020 | Dec. 31, 2021 |
Series D Preferred Stock | ||
Debt Instrument [Line Items] | ||
Number of securities called by warrants or rights (in shares) | 9,509 | |
Neem Holdings Convertible Note | Neem Holdings | ||
Debt Instrument [Line Items] | ||
Debt instrument, face amount | $ 3,000,000 | |
Debt, payment required period | 10 days | |
Neem Holdings Convertible Note | Series D Preferred Stock | Neem Holdings | ||
Debt Instrument [Line Items] | ||
Debt, termination of business combination, issuance of preferred shares (in shares) | 194,805 | |
Debt, termination of business combination, issuance of equity, period | 10 days | |
Neem Holdings Convertible Note | Neem Holdings Warrants | Neem Holdings | ||
Debt Instrument [Line Items] | ||
Debt instrument, face amount | $ 0 | |
Number of securities called by warrants or rights (in shares) | 300,000 | |
Aggregate purchase price | $ 3,000 |
DEBT - Series E Convertible Deb
DEBT - Series E Convertible Debentures (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Jul. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | |||
Loss on extinguishment of debt | $ (3,262,000) | $ 2,360,000 | |
Loss on fair value of derivative instrument | $ 0 | $ 657,000 | |
Series E Convertible Debenture | Series E Financing | |||
Debt Instrument [Line Items] | |||
Debt instrument, face amount | $ 4,162,000 | ||
Interest rate | 8.00% | ||
Election to convert accrued and unpaid interest to common stock (USD per share) | $ 5.95 | ||
Accrued and unpaid interest to common stock, redemption feature | 70.00% | ||
Percentage ownership following redemption feature | 50.00% | ||
Debt issuance costs, net | $ 181,000 | ||
Future conversion price, discount, redemption feature | 30.00% | ||
Derivative instrument liability | $ 1,705,000 | ||
Derivative liability, redemption feature probability | 90.00% | ||
Embedded derivative, carrying value | $ 2,457,000 | ||
Loss on extinguishment of debt | 1,705,000 | ||
Loss on fair value of derivative instrument | $ 85,000 | ||
Series E Convertible Debenture | Series E Financing | Class A | |||
Debt Instrument [Line Items] | |||
Convertible, conversion price (dollars per share) | $ 2.303 | ||
Debt conversion, converted instrument, amount | $ 5,950,000 |
DEBT - October 2020 Convertible
DEBT - October 2020 Convertible Debenture Financing (Details) - USD ($) | Oct. 31, 2020 | Nov. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||||
Loss on extinguishment of debt | $ (3,262,000) | $ 2,360,000 | ||
Loss on fair value of derivative instrument | $ 0 | $ 657,000 | ||
September 2023 Convertible Debentures | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, face amount | $ 1,230,000 | |||
Interest rate | 8.00% | |||
Election to convert accrued and unpaid interest to common stock (USD per share) | $ 5.95 | |||
Accrued and unpaid interest to common stock, redemption feature | 70.00% | |||
Derivative instrument liability | $ 570,000 | |||
Derivative liability, redemption feature probability | 43.00% | |||
Embedded derivative, carrying value | $ 2,160,000 | |||
Loss on extinguishment of debt | 570,000 | |||
Loss on fair value of derivative instrument | 600,000 | |||
September 2023 Convertible Debentures | Clever Leaves | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, face amount | $ 2,730,000 | |||
September 2023 Convertible Debentures | Private Investment in Public Equity (PIPE) | Clever Leaves | Schultze Special Purpose Acquisition Corp. (SAMA) | ||||
Debt Instrument [Line Items] | ||||
Investment commitment | $ 1,500,000 | |||
September 2023 Convertible Debentures | Class A | ||||
Debt Instrument [Line Items] | ||||
Convertible, conversion price (dollars per share) | $ 2,303 |
DEBT - Series D Convertible Not
DEBT - Series D Convertible Notes due March 2022 (Details) - USD ($) | Dec. 18, 2020 | Mar. 31, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Jul. 19, 2021 | Dec. 17, 2020 | Mar. 31, 2020 |
Debt Instrument [Line Items] | |||||||
Loans and borrowings | $ 25,095,000 | $ 33,843,000 | |||||
Gain on extinguishment of debt | 3,262,000 | $ (2,360,000) | |||||
Convertible notes due 2022 | Convertible notes | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, face amount | $ 27,750,000 | ||||||
Interest rate | 8.00% | 10.00% | |||||
Common stock shares, guaranteed and secured (in shares) | 1,300,002 | ||||||
Convertible, common shares, minimum | $ 1,000,000 | ||||||
Convertible, conversion price (dollars per share) | $ 30.62 | $ 11 | $ 11 | ||||
Share price, trigger event (dollars per share) | $ 13.54 | ||||||
Initial public offering, volume period | 10 days | ||||||
Convertible notes due 2022 | $ 27,750,000 | ||||||
Debt covenant, convertible debt, proceeds from financing transaction, triggering repayment (at least) | $ 10,000,000 | ||||||
Debt covenant, convertible debt, long-term debt, principal outstanding percentage, triggering repayment | 90.00% | ||||||
Gain on extinguishment of debt | $ 2,267,000 | ||||||
Convertible notes due 2022 | Convertible notes | Series C Preferred Stock | Preferred Shares | |||||||
Debt Instrument [Line Items] | |||||||
Loans and borrowings | $ 30,258,000 | ||||||
Convertible notes due 2022 | Convertible notes | Minimum | |||||||
Debt Instrument [Line Items] | |||||||
Share price, trigger event (dollars per share) | $ 13.54 | ||||||
Convertible notes due 2022, amendment | Convertible notes | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate | 8.00% | ||||||
Quarterly interest, satisfaction of payment through issued of common stock, percentage | 95.00% | ||||||
Quarterly interest, satisfaction of payment through issued of common stock, volume weighted average period (VWAP) | 10 days | ||||||
Quarterly interest, satisfaction of payment through issued of common stock, volume weighted average. days before interest payment due | 3 days | ||||||
Quarterly interest, satisfaction of payment through issued of common stock, multiplier | 4 | ||||||
Option, equity financing, issuance of equity securities, net proceeds | $ 25,000,000 | ||||||
Option, equity financing, pro rata share of total securities issued | 25.00% | ||||||
Option not taken after equity financing, repayment period | 5 days | ||||||
Convertible notes due 2022, amendment | Convertible notes | Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Periodic payment, interest | $ 2,000 |
DEBT - Herbal Brands Loan due M
DEBT - Herbal Brands Loan due May 2023 (Details) - USD ($) | May 03, 2019 | Apr. 30, 2019 | Aug. 31, 2020 | Apr. 30, 2019 | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||||||
Loans and borrowings | $ 7,396,000 | $ 6,701,000 | ||||
Strike price (dollars per share) | $ 11.50 | |||||
Herbal Brands, Inc. | Rock Cliff | ||||||
Debt Instrument [Line Items] | ||||||
Number of securities called by warrants or rights (in shares) | 63,597 | |||||
Strike price (dollars per share) | $ 26.73 | |||||
Herbal Brands, Inc. | Rock Cliff | Series C Preferred Stock | ||||||
Debt Instrument [Line Items] | ||||||
Class of warrant or right, fair value | $ 717,000 | $ 717,000 | ||||
Number of securities called by warrants or rights (in shares) | 193,402 | 193,402 | 193,402 | |||
Strike price (dollars per share) | $ 8.79 | $ 8.79 | $ 8.79 | |||
Herbal Brands, Inc. | Rock Cliff | Series C Preferred Stock | Common stock warrants | ||||||
Debt Instrument [Line Items] | ||||||
Class of warrant or right, fair value | $ 717,000 | |||||
Loans and borrowings | 7,783,000 | $ 7,783,000 | ||||
Herbal Brands, Inc. | Herbal Brands Loan, non-revolving | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, face amount | $ 8,500,000 | $ 8,500,000 | ||||
Interest rate | 8.00% | 8.00% | ||||
Percentage of repayment of positive operating cash flow | 85.00% | 85.00% | ||||
Prepayment option, interest payments | $ 2,338,000 | $ 2,338,000 | ||||
Incremental interest rate | 4.00% | |||||
Debt issuance costs, net | $ 400,000 | |||||
Interest expense, debt | $ 733,000 | 704,000 | ||||
Repayments of debt | $ 1,495,000 | $ 1,191,000 |
DEBT - 2024 Notes Purchase Agre
DEBT - 2024 Notes Purchase Agreement (Details) - USD ($) | Jul. 19, 2021 | Mar. 24, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Mar. 22, 2022 | Jan. 13, 2022 |
Debt Instrument [Line Items] | ||||||
Convertible notes | $ 25,000,000 | |||||
Beneficial conversion feature of Convertible Note | $ 4,748,000 | |||||
Conversion | 6,047,000 | |||||
Repayment of debt | 26,538,000 | $ 4,191,000 | ||||
Additional Paid-in Capital | ||||||
Debt Instrument [Line Items] | ||||||
Beneficial conversion feature of Convertible Note | 4,748,000 | |||||
Conversion | 6,047,000 | |||||
Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Share price permitting redemption (dollars per share) | $ 7 | |||||
Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Share price permitting redemption (dollars per share) | $ 7 | |||||
Convertible note due 2024 | ||||||
Debt Instrument [Line Items] | ||||||
Convertible notes | 17,699,000 | |||||
Debt instrument, term | 3 years | |||||
Interest rate | 5.00% | |||||
Convertible, conversion price (dollars per share) | $ 13.50 | |||||
Convertible, conversion term from issuance | 1 year | |||||
Discount rate on redemption date | 8.00% | |||||
Convertible, optional redemption rate (dollars per share) | $ 6.44 | |||||
Convertible, redemption period | 1 year | |||||
Share price permitting redemption (dollars per share) | $ 7 | |||||
Consecutive trading days | 15 days | |||||
Beneficial ownership, forfeited conversion, percentage of common stock ownership | 9.99% | |||||
Interest rate, Increase due to default | 5.00% | |||||
Interest rate if default occurs | 10.00% | |||||
Failure to delivery, cash penalty percentage | 0.75% | |||||
Amortization of interest expense | 3,519,000 | |||||
Debt instrument, convertible, beneficial conversion feature, intrinsic value | $ 9,496,000 | |||||
Debt instrument, convertible, beneficial conversion feature | 4,748,000 | |||||
Debt issuance costs, net | 630,000 | |||||
Debt discount | 335,000 | |||||
Debt issuance costs and debt discount | $ 965,000 | |||||
Conversion | 5,559,000 | |||||
Convertible note due 2024 | Subsequent Event | ||||||
Debt Instrument [Line Items] | ||||||
Share price permitting redemption (dollars per share) | $ 2.20 | |||||
Convertible note due 2024 | Within the first year and with the share price below $7 | ||||||
Debt Instrument [Line Items] | ||||||
Convertible, conversion price (dollars per share) | $ 7 | |||||
Debt instrument, face amount | $ 12,500,000 | |||||
Convertible note due 2024 | Trading price falls to $7.00 during the second or third year | ||||||
Debt Instrument [Line Items] | ||||||
Convertible, conversion price (dollars per share) | $ 7 | |||||
Convertible note due 2024 | Additional Paid-in Capital | ||||||
Debt Instrument [Line Items] | ||||||
Beneficial conversion feature of Convertible Note | $ 4,748,000 | |||||
Convertible note due 2024 | Common Shares | ||||||
Debt Instrument [Line Items] | ||||||
Conversion (in shares) | 720,085 | |||||
Convertible note due 2024 | Common Shares | Subsequent Event | ||||||
Debt Instrument [Line Items] | ||||||
Convertible notes | $ 16,395,000 | |||||
Conversion (in shares) | 7,000 | |||||
Conversion | $ 15,000 | |||||
Repayment of debt | $ 3,500,000 | |||||
Convertible note due 2024 | Repayment on aggregate principal amount | ||||||
Debt Instrument [Line Items] | ||||||
Convertible, election, repayment of principal and accrued interest | $ 3,500,000 | |||||
Convertible, consecutive calendar days | 30 days | |||||
Convertible note due 2024 | Repayment on less than principal amount | ||||||
Debt Instrument [Line Items] | ||||||
Convertible, election, repayment of principal and accrued interest | $ 2,000,000 | |||||
Convertible note due 2024 | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate purchase price | 12,500,000 | |||||
Debt instrument, face amount | 12,500,000 | |||||
Convertible note due 2024 | Maximum | Repayment on less than principal amount | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, face amount | $ 12,500,000 |
DEBT - Other Borrowings (Detail
DEBT - Other Borrowings (Details) $ in Thousands | Feb. 28, 2022EUR (€) | Jan. 31, 2021USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2021COP ($) | Jan. 31, 2021EUR (€) | Dec. 31, 2020USD ($) |
Debt Instrument [Line Items] | ||||||
Loans and borrowings | $ | $ 25,095,000 | $ 33,843,000 | ||||
Foreign Line of Credit | Portugal | Clever Leaves Portugal Unipessoal LDA | ||||||
Debt Instrument [Line Items] | ||||||
Loans and borrowings | $ 1,213,000 | € 1,000,000 | ||||
Foreign Line of Credit | Portugal | Clever Leaves Portugal Unipessoal LDA | Forecast | ||||||
Debt Instrument [Line Items] | ||||||
Periodic payment, principal | € | € 63,000 | |||||
Foreign Line of Credit | Portugal | Clever Leaves Portugal Unipessoal LDA | Euro Interbank Offered Rate (Euribor) | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 3.00% | |||||
Secured Debt | Colombia | Ecomedics S.A.S. (“Ecomedics”) | ||||||
Debt Instrument [Line Items] | ||||||
Loans and borrowings | 1,153,000 | $ 4,592,095 | ||||
Debt instrument, face amount | $ 1,222,000 | $ 5,015,800 | ||||
Debt instrument, first required payment term | 6 months | |||||
Secured Debt | Colombia | Ecomedics S.A.S. (“Ecomedics”) | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 12.20% | 12.20% | ||||
Secured Debt | Colombia | Ecomedics S.A.S. (“Ecomedics”) | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 12.25% | 12.25% |
CAPITAL STOCK - Common Shares (
CAPITAL STOCK - Common Shares (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 24, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Equity [Abstract] | |||
Common stock, shares outstanding (in shares) | 26,605,797 | 24,883,024 | |
Common stock, shares issued (in shares) | 26,605,797 | 24,883,024 | |
Class of Stock [Line Items] | |||
Conversion | $ 6,047 | ||
Repayment of debt | $ 26,538 | $ 4,191 | |
Convertible note due 2024 | Common Shares | |||
Class of Stock [Line Items] | |||
Conversion (in shares) | 720,085 | ||
Convertible note due 2024 | Common Shares | Subsequent Event | |||
Class of Stock [Line Items] | |||
Conversion (in shares) | 7,000 | ||
Conversion | $ 15 | ||
Repayment of debt | $ 3,500 |
CAPITAL STOCK - Preferred Share
CAPITAL STOCK - Preferred Shares (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Jul. 31, 2020USD ($)investor$ / sharesshares | Apr. 30, 2020USD ($)$ / sharesshares | Dec. 31, 2021USD ($)shares | Dec. 31, 2020USD ($)shares | |
Class of Stock [Line Items] | ||||
Preferred stock, shares issued (in shares) | 0 | 0 | ||
Preferred stock, shares outstanding (in shares) | 0 | 0 | ||
Accretion of Class D preferred shares to liquidation preference on automatic conversion | $ | $ 0 | $ 10,219 | ||
Private Placement | Preferred Shares | Series E Financing | Three Investors | ||||
Class of Stock [Line Items] | ||||
Number of investors | investor | 3 | |||
Private Placement | Common Shares | ||||
Class of Stock [Line Items] | ||||
Conversion ratio | 1 | |||
Private Placement | Additional Paid-in Capital | ||||
Class of Stock [Line Items] | ||||
Accretion of Class D preferred shares to liquidation preference on automatic conversion | $ | $ 10,219 | |||
Series D Preferred Stock | ||||
Class of Stock [Line Items] | ||||
Conversion of common stock (in shares) | 3,571,591 | |||
Series D Preferred Stock | Private Placement | ||||
Class of Stock [Line Items] | ||||
Preferred stock, liquidation preference, multiplier | 1.4 | |||
Preferred stock, liquidation preference, initial period, multiplier | 1 year | |||
Preferred stock, liquidation preference, quarterly increase, multiplier | 0.02 | |||
Series D Preferred Stock | Private Placement | Maximum | ||||
Class of Stock [Line Items] | ||||
Preferred stock, liquidation preference, multiplier | 1.75 | |||
Series D Preferred Stock | Private Placement | Series E Financing | ||||
Class of Stock [Line Items] | ||||
Consideration received on transaction | $ | $ 4,000 | $ 14,396 | ||
Sale of stock, consideration received per transaction | $ | $ 7,771 | |||
Series D Preferred Stock | Private Placement | Preferred Shares | ||||
Class of Stock [Line Items] | ||||
Price per share (USD per share) | $ / shares | $ 11 | |||
Series D Preferred Stock | Private Placement | Preferred Shares | Series E Financing | ||||
Class of Stock [Line Items] | ||||
Number of shares issued in transaction (in shares) | 363,636 | 1,308,733 | ||
Price per share (USD per share) | $ / shares | $ 11 | $ 11 | ||
Payments of stock issuance costs | $ | $ 375 | |||
Series D Preferred Stock | Private Placement | Preferred Shares | Series E Financing | Three Investors | ||||
Class of Stock [Line Items] | ||||
Conversion of common stock (in shares) | 646,846 | |||
Series D Preferred Stock | Private Placement | Common Shares | ||||
Class of Stock [Line Items] | ||||
Issued (in shares) | 3,571,591 | |||
Series D Preferred Stock | Private Placement | Common Shares | Series E Financing | ||||
Class of Stock [Line Items] | ||||
Issued (in shares) | 559,999 | 2,015,449 | ||
Series D Preferred Stock | Private Placement | Common Shares | Series E Financing | Three Investors | ||||
Class of Stock [Line Items] | ||||
Issued (in shares) | 996,143 | |||
Series C Preferred Stock | ||||
Class of Stock [Line Items] | ||||
Conversion of common stock (in shares) | 1,456,439 | |||
Series C Preferred Stock | Private Placement | Series E Financing | ||||
Class of Stock [Line Items] | ||||
Payments for repurchase of redeemable preferred stock | $ | $ 6,250 | |||
Series C Preferred Stock | Private Placement | Preferred Shares | Series E Financing | ||||
Class of Stock [Line Items] | ||||
Price per share (USD per share) | $ / shares | $ 8.79 | |||
Purchase and cancellation of stock (in shares) | 711,035 | |||
Series C Preferred Stock | Private Placement | Preferred Shares | Series E Financing | Three Investors | ||||
Class of Stock [Line Items] | ||||
Conversion of common stock (in shares) | 848,363 | |||
Series C Preferred Stock | Private Placement | Common Shares | Series E Financing | ||||
Class of Stock [Line Items] | ||||
Issued (in shares) | 233,788 | |||
Series C Preferred Stock | Private Placement | Common Shares | Series E Financing | Three Investors | ||||
Class of Stock [Line Items] | ||||
Issued (in shares) | 278,942 |
CAPITAL STOCK - Business Combin
CAPITAL STOCK - Business Combination (Details) | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2021$ / sharesshares | Dec. 31, 2021$ / sharesshares | Dec. 31, 2020$ / sharesshares | Nov. 30, 2020shares | |
Clever Leaves Holdings Inc. 2020 Earnout Award Plan | ||||
Class of Warrant or Right [Line Items] | ||||
Number of trading days where price is exceeded | 20 days | 20 days | ||
Number of consecutive trading days where price is exceeded | 30 days | 30 days | ||
Clever Leaves Holdings Inc. 2020 Earnout Award Plan | Threshold, One | ||||
Class of Warrant or Right [Line Items] | ||||
Percentage of share reserved for issuance | 50.00% | 50.00% | 50.00% | |
Performance condition met, shares issued (in shares) | 0 | 0 | 0 | |
Performance condition met, percentage of share reserved | 50.00% | |||
Founders earnout shares vested (in shares) | 570,212 | |||
Clever Leaves Holdings Inc. 2020 Earnout Award Plan | Threshold, One | Minimum | ||||
Class of Warrant or Right [Line Items] | ||||
Share price (dollars per share) | $ / shares | $ 12.50 | $ 12.50 | $ 12.50 | |
Clever Leaves Holdings Inc. 2020 Earnout Award Plan | Threshold, Two | ||||
Class of Warrant or Right [Line Items] | ||||
Percentage of remaining share reserved for issuance | 50.00% | 50.00% | 50.00% | |
Performance condition met, percentage of share reserved | 50.00% | |||
Clever Leaves Holdings Inc. 2020 Earnout Award Plan | Threshold, Two | Minimum | ||||
Class of Warrant or Right [Line Items] | ||||
Share price (dollars per share) | $ / shares | $ 15 | $ 15 | $ 15 | |
Common Shares | ||||
Class of Warrant or Right [Line Items] | ||||
Number of trading days where price is exceeded | 20 days | |||
Number of consecutive trading days where price is exceeded | 30 days | |||
Founders earnout shares vested (in shares) | 570,212 | |||
Common Shares | Minimum | ||||
Class of Warrant or Right [Line Items] | ||||
Share price (dollars per share) | $ / shares | $ 18 | $ 18 | ||
Schultze Special Purpose Acquisition Corp. | SAMA earnout shares | Clever Leaves Holdings Inc. 2020 Earnout Award Plan | ||||
Class of Warrant or Right [Line Items] | ||||
Conversion of common stock (in shares) | 1,140,423 | |||
Neem Holdings Warrants | Neem Holdings | ||||
Class of Warrant or Right [Line Items] | ||||
Number of securities called by warrants or rights (in shares) | 300,000 | 300,000 | ||
Series E Convertible Debenture | Series E Financing | ||||
Class of Warrant or Right [Line Items] | ||||
Conversion (in shares) | 984,567 | |||
Series C Preferred Stock | ||||
Class of Warrant or Right [Line Items] | ||||
Preferred stock, conversion basis into common shares | 1 | |||
Conversion of common stock (in shares) | 1,456,439 | |||
Series D Preferred Stock | ||||
Class of Warrant or Right [Line Items] | ||||
Conversion of common stock (in shares) | 3,571,591 | |||
Preferred shares, liquidation preference multiplier | 1.4 | |||
Preferred stock, conversion price per share (dollars per share) | $ / shares | $ 3.288 | |||
Number of securities called by warrants or rights (in shares) | 9,509 | 9,509 | ||
Eagle Canada Holdings, Inc. (“Eagle Canada”) | Northern Swan International, Inc. (“NSI”) | ||||
Class of Warrant or Right [Line Items] | ||||
Conversion of common stock (in shares) | 1,562,339 | |||
Conversion of common stock, secondary sale (in shares) | 287,564 | |||
Clever Leaves | Common Shares | ||||
Class of Warrant or Right [Line Items] | ||||
Recapitalization of stock, shares (in shares) | 9,654,721 | |||
Clever Leaves | Founders Stock | Schultze Special Purpose Acquisition Corp. | ||||
Class of Warrant or Right [Line Items] | ||||
Recapitalization of stock, shares (in shares) | 1,168,421 | |||
Clever Leaves | Common Shares | Schultze Special Purpose Acquisition Corp. | Common Shares | ||||
Class of Warrant or Right [Line Items] | ||||
Recapitalization of stock, shares (in shares) | 8,486,300 |
CAPITAL STOCK - Warrants (Detai
CAPITAL STOCK - Warrants (Details) $ / shares in Units, $ in Thousands | May 03, 2019USD ($)$ / sharesshares | Apr. 30, 2019USD ($)$ / sharesshares | Nov. 30, 2020USD ($)shares | Apr. 30, 2019USD ($)$ / sharesshares | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)shares | Dec. 18, 2020shares | Aug. 31, 2020$ / sharesshares |
Class of Warrant or Right [Line Items] | ||||||||
Exercise price (dollars per share) | $ / shares | $ 11.50 | |||||||
Commencement period | 30 days | |||||||
Redemption price of outstanding warrants (dollars per share) | $ / shares | $ 0.01 | |||||||
Adverse effect to holders, amendment, percentage of approval | 50.10% | |||||||
Proceeds from exercise of warrants | $ | $ 1,410 | $ 0 | ||||||
Gain on remeasurement of warrant liability | $ | $ (16,856) | $ (10,780) | ||||||
Neem Holdings Warrants | Neem Holdings | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Number of securities called by warrants or rights (in shares) | 300,000 | 300,000 | ||||||
Aggregate purchase price | $ | $ 3 | |||||||
Common stock warrants | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Warrant, outstanding (in shares) | 12,877,361 | 13,000,000 | ||||||
Proceeds from exercise of warrants | $ | $ 1,410 | |||||||
Stock exercised or called during period (in shares) | 122,639 | |||||||
Private Placement | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Warrant, outstanding (in shares) | 4,900,000 | 4,900,000 | ||||||
Series D Preferred Stock | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Number of securities called by warrants or rights (in shares) | 9,509 | |||||||
Rock Cliff | Herbal Brands, Inc. | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Exercise price (dollars per share) | $ / shares | $ 26.73 | |||||||
Number of securities called by warrants or rights (in shares) | 63,597 | |||||||
Rock Cliff | Herbal Brands, Inc. | Series C Preferred Stock | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Exercise price (dollars per share) | $ / shares | $ 8.79 | $ 8.79 | $ 8.79 | |||||
Number of securities called by warrants or rights (in shares) | 193,402 | 193,402 | 193,402 | |||||
Conversion ratio | 1 | 1 | ||||||
Class of warrant or right, fair value | $ | $ 717 | $ 717 | ||||||
Common Shares | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Number of securities called by each warrant (in shares) | 1 | |||||||
Number of trading days where price is exceeded | 20 days | |||||||
Number of consecutive trading days where price is exceeded | 30 days | |||||||
Common Shares | Minimum | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Share price (dollars per share) | $ / shares | $ 18 | |||||||
Common stock warrants | Rock Cliff | Herbal Brands, Inc. | Series C Preferred Stock | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Class of warrant or right, fair value | $ | $ 717 | |||||||
Amortization of interest expense | $ | $ 410 |
GENERAL AND ADMINISTRATION - Co
GENERAL AND ADMINISTRATION - Components (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | ||
General and Administrative Expense [Abstract] | |||
Salaries and benefits | $ 14,309 | $ 13,354 | |
Office and administration | 5,024 | 3,319 | |
Professional fees | 6,227 | 6,985 | |
Share based compensation | 11,451 | 1,652 | |
Rent | 1,082 | 1,700 | |
Other | 305 | 1,809 | |
Total | 38,398 | 28,819 | |
Research and development | $ 1,546 | $ 1,009 | [1] |
[1] | The Company reclassified $1,009 research and development expenses, reported in previous period in general and development expense, to conform to the current period presentation. |
SHARE-BASED COMPENSATION - Narr
SHARE-BASED COMPENSATION - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 24, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Stock options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted-average grant date, fair value (dollars per share) | $ 9.97 | $ 2.02 | |
Cost not yet recognized, amount | $ 1,414 | $ 2,276 | |
Cost not yet recognized, period for recognition | 1 year 4 months 24 days | 1 year 10 months 24 days | |
Time-based Restricted Share Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted (in shares) | 592,213 | 83,715 | |
Cost not yet recognized, amount | $ 4,708 | $ 521 | |
Cost not yet recognized, period for recognition | 2 years 4 months 24 days | 1 year 3 months 18 days | |
Market-based Restricted Share Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted (in shares) | 1,256,785 | ||
Cost not yet recognized, amount | $ 8,462 | ||
Cost not yet recognized, period for recognition | 3 years 1 month 6 days | ||
Common Shares | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of trading days where price is exceeded | 20 days | ||
Number of consecutive trading days where price is exceeded | 30 days | ||
Common Shares | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share price (dollars per share) | $ 18 | ||
Northern Swan Holdings, Inc. 2018 Omnibus Incentive Compensation Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares reserved for future issuance (in shares) | 4,500,000 | ||
Northern Swan Holdings, Inc. 2018 Omnibus Incentive Compensation Plan | Common Shares | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expiration period | 10 years | ||
Vesting period | 4 years | ||
Northern Swan Holdings, Inc. 2018 Omnibus Incentive Compensation Plan | Common Shares | Installment, One | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting percentage | 25.00% | ||
Northern Swan Holdings, Inc. 2018 Omnibus Incentive Compensation Plan | Common Shares | Installment, Two | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting percentage | 25.00% | ||
Northern Swan Holdings, Inc. 2018 Omnibus Incentive Compensation Plan | Common Shares | Installment, Three | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting percentage | 25.00% | ||
Northern Swan Holdings, Inc. 2018 Omnibus Incentive Compensation Plan | Common Shares | Installment, Four | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting percentage | 25.00% | ||
Clever Leaves Holdings Inc. 2020 Incentive Award Plan | RSUs | Subsequent Event | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted (in shares) | 1,741,659 | ||
Clever Leaves Holdings Inc. 2020 Incentive Award Plan | Minimum | RSUs | Subsequent Event | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 1 year | ||
Clever Leaves Holdings Inc. 2020 Incentive Award Plan | Maximum | RSUs | Subsequent Event | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 4 years | ||
Clever Leaves Holdings Inc. 2020 Incentive Award Plan | Common Shares | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares reserved for future issuance (in shares) | 2,813,215 | ||
Expiration period | 10 years | ||
Vesting period | 4 years | ||
Shares available for grant (in shares) | 2,378,365 | 2,813,215 | |
Clever Leaves Holdings Inc. 2020 Incentive Award Plan | Common Shares | Installment, One | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting percentage | 25.00% | ||
Clever Leaves Holdings Inc. 2020 Incentive Award Plan | Common Shares | Installment, Two | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting percentage | 25.00% | ||
Clever Leaves Holdings Inc. 2020 Incentive Award Plan | Common Shares | Installment, Three | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting percentage | 25.00% | ||
Clever Leaves Holdings Inc. 2020 Incentive Award Plan | Common Shares | Installment, Four | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting percentage | 25.00% | ||
Clever Leaves Holdings Inc. 2020 Earnout Award Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of trading days where price is exceeded | 20 days | 20 days | |
Number of consecutive trading days where price is exceeded | 30 days | 30 days | |
Clever Leaves Holdings Inc. 2020 Earnout Award Plan | Market-based Restricted Share Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of trading days where price is exceeded | 20 days | ||
Number of consecutive trading days where price is exceeded | 30 days | ||
Clever Leaves Holdings Inc. 2020 Earnout Award Plan | Installment, One | Market-based Restricted Share Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting percentage | 0.25% | ||
Clever Leaves Holdings Inc. 2020 Earnout Award Plan | Installment, Two | Market-based Restricted Share Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting percentage | 0.25% | ||
Clever Leaves Holdings Inc. 2020 Earnout Award Plan | Installment, Three | Market-based Restricted Share Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting percentage | 0.25% | ||
Clever Leaves Holdings Inc. 2020 Earnout Award Plan | Installment, Four | Market-based Restricted Share Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting percentage | 0.25% | ||
Clever Leaves Holdings Inc. 2020 Earnout Award Plan | Threshold, One | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Percentage of share reserved for issuance | 50.00% | 50.00% | |
Clever Leaves Holdings Inc. 2020 Earnout Award Plan | Threshold, One | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share price (dollars per share) | $ 12.50 | $ 12.50 | |
Clever Leaves Holdings Inc. 2020 Earnout Award Plan | Threshold, One | Minimum | Market-based Restricted Share Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share price (dollars per share) | $ 12.50 | ||
Clever Leaves Holdings Inc. 2020 Earnout Award Plan | Threshold, Two | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Percentage of remaining share reserved for issuance | 50.00% | 50.00% | |
Clever Leaves Holdings Inc. 2020 Earnout Award Plan | Threshold, Two | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share price (dollars per share) | $ 15 | $ 15 | |
Clever Leaves Holdings Inc. 2020 Earnout Award Plan | Threshold, Two | Minimum | Market-based Restricted Share Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share price (dollars per share) | $ 15 | ||
Clever Leaves Holdings Inc. 2020 Earnout Award Plan | Common Shares | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares available for grant (in shares) | 35,602 | 1,440,000 |
SHARE-BASED COMPENSATION - Shar
SHARE-BASED COMPENSATION - Share-Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share based compensation | $ 11,451 | $ 1,652 |
Stock Options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share based compensation | 1,293 | 1,366 |
RSUs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share based compensation | $ 10,158 | $ 286 |
SHARE-BASED COMPENSATION - Weig
SHARE-BASED COMPENSATION - Weighted-average Assumptions (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Stock options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected dividend yield | 0.00% | 0.00% |
Market-based Restricted Share Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate | 0.52% | |
Expected dividend yield | 0.00% | |
Expected volatility | 90.00% | |
Grant date share price (USD per share) | $ 13.68 | |
Minimum | Stock options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate | 0.78% | 0.22% |
Expected volatility | 75.00% | 85.00% |
Expected life (in years) | 5 years | 1 month 20 days |
Minimum | Market-based Restricted Share Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected life (in years) | 1 year 3 months 18 days | |
Maximum | Stock options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate | 1.09% | 0.41% |
Expected volatility | 90.00% | 90.00% |
Expected life (in years) | 6 years 3 months | 5 years |
Maximum | Market-based Restricted Share Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected life (in years) | 3 years 9 months 18 days |
SHARE-BASED COMPENSATION - Acti
SHARE-BASED COMPENSATION - Activity of Stock Options (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Stock Options | |||
Outstanding, beginning balance (in shares) | 896,888 | 1,195,544 | |
Granted (in shares) | 64,736 | 121,291 | |
Exercised (in shares) | (40,942) | (88,706) | |
Forfeited (in shares) | (46,830) | (331,241) | |
Expired (in shares) | (89,659) | ||
Outstanding, ending balance (in shares) | 784,193 | 896,888 | 1,195,544 |
Vested and expected to vest (in shares) | 772,912 | ||
Vested and exercisable (in shares) | 496,830 | ||
Weighted-Average Exercise Price | |||
Outstanding, beginning price (dollars per share) | $ 5.22 | $ 14.18 | |
Granted price (dollars per share) | 13.81 | 6.71 | |
Exercised price (dollars per share) | 0.24 | 0.24 | |
Forfeited price (dollars per share) | 10.65 | 11.86 | |
Expired price (dollars per share) | 9.43 | ||
Outstanding, ending price (dollars per share) | 5.91 | $ 5.22 | $ 14.18 |
Vested and expected to vest (dollars per share) | 5.85 | ||
Vested and exercisable (dollars per share) | $ 5.83 | ||
Weighted-Average Remaining Contractual Term (Years) and Aggregate Intrinsic Value | |||
Outstanding term | 3 years 8 months 4 days | 3 years 11 months 15 days | 3 years 2 months 15 days |
Granted term | 9 years 2 months 23 days | 3 years 7 months 20 days | |
Vested and expected to vest term | 3 years 8 months 8 days | ||
Vested and exercisable term | 3 years 7 months 9 days | ||
Outstanding | $ 0 | $ 2,889 | $ 3,194 |
Exercised | 434 | $ 705 | |
Vested and expected to vest | 0 | ||
Vested and exercisable | $ 0 |
SHARE-BASED COMPENSATION - Ac_2
SHARE-BASED COMPENSATION - Activity of Restricted Stock Units (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Time-based Restricted Share Units | ||
Restricted Share Units | ||
Unvested, beginning balance (in shares) | 78,634 | 0 |
Granted (in shares) | 592,213 | 83,715 |
Vested (in shares) | (151,000) | (2,989) |
Canceled/forfeited (in shares) | (17,146) | (2,092) |
Unvested, ending balance (in shares) | 502,701 | 78,634 |
Weighted-Average Grant Date Fair Value | ||
Unvested, beginning price (dollars per share) | $ 3.25 | $ 0 |
Granted (dollars per share) | 12.61 | 3.25 |
Vested (dollars per share) | 13.86 | 3.25 |
Canceled/forfeited (dollars per share) | 7.86 | 3.25 |
Unvested, ending price (dollars per share) | $ 10.93 | $ 3.25 |
Market-based Restricted Share Units | ||
Restricted Share Units | ||
Unvested, beginning balance (in shares) | 0 | |
Granted (in shares) | 1,256,785 | |
Vested (in shares) | (117,895) | |
Canceled/forfeited (in shares) | (65,559) | |
Unvested, ending balance (in shares) | 1,073,331 | 0 |
Weighted-Average Grant Date Fair Value | ||
Unvested, beginning price (dollars per share) | $ 0 | |
Granted (dollars per share) | 13.06 | |
Vested (dollars per share) | 13.91 | |
Canceled/forfeited (dollars per share) | 13.53 | |
Unvested, ending price (dollars per share) | $ 12.94 | $ 0 |
REVENUE - Narrative (Details)
REVENUE - Narrative (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Revenue from Contract with Customer [Abstract] | ||
Deferred revenue, current | $ 653 | $ 870 |
Deferred revenue, noncurrent | $ 1,548 | $ 1,167 |
SEGMENT REPORTING - Narrative (
SEGMENT REPORTING - Narrative (Details) - investor | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting [Abstract] | ||
Number of reportable segments | 2 | 2 |
SEGMENT REPORTING - Net Sales a
SEGMENT REPORTING - Net Sales and Segment Profit (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | ||||
Net Sales | $ 15,374 | $ 12,117 | ||
Gross profit | 6,809 | 7,413 | ||
Non-cash share based compensation | (11,451) | (1,652) | ||
Depreciation and amortization | (1,768) | (1,854) | ||
Goodwill impairment | (18,508) | (1,682) | ||
Loss from operations | (57,207) | (28,528) | ||
(Gain) loss on debt extinguishment, net | (3,262) | 2,360 | ||
Gain on remeasurement of warrant liability | (16,856) | (10,780) | ||
Loss on fair value of derivative instrument | 0 | 657 | ||
Loss on investments | 0 | 464 | ||
Foreign exchange loss | 1,276 | 491 | ||
Interest expense | 6,818 | 4,455 | ||
Other income, net | (502) | (284) | ||
Loss from operations before income taxes and equity investment loss | (44,681) | (25,891) | ||
Cannabinoid | ||||
Segment Reporting Information [Line Items] | ||||
Goodwill impairment | $ (18,508) | (18,508) | 0 | |
Non-Cannabinoid | ||||
Segment Reporting Information [Line Items] | ||||
Goodwill impairment | $ (1,682) | 0 | (1,682) | |
Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Net Sales | 15,374 | 12,117 | ||
Gross profit | (14,284) | (16,935) | ||
Operating Segments | Cannabinoid | ||||
Segment Reporting Information [Line Items] | ||||
Net Sales | 3,242 | 2,511 | ||
Gross profit | (16,915) | (18,798) | ||
Operating Segments | Non-Cannabinoid | ||||
Segment Reporting Information [Line Items] | ||||
Net Sales | 12,132 | 9,606 | ||
Gross profit | 2,631 | 1,863 | ||
Other | ||||
Segment Reporting Information [Line Items] | ||||
Unallocated corporate expenses | (11,196) | (6,405) | ||
Non-cash share based compensation | (11,451) | (1,652) | ||
Depreciation and amortization | (1,768) | (1,854) | ||
Goodwill impairment | (18,508) | (1,682) | ||
Loss from operations | $ (57,207) | $ (28,528) |
SEGMENT REPORTING - Concentrati
SEGMENT REPORTING - Concentration Risk (Details) - Customer Concentration Risk | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue Benchmark | Non-Cannabinoid | Customer C | ||
Segment Reporting Information [Line Items] | ||
Concentration risk, percentage | 17.00% | 21.00% |
Accounts Receivable | Cannabinoid | Customer A | ||
Segment Reporting Information [Line Items] | ||
Concentration risk, percentage | 40.00% | |
Accounts Receivable | Cannabinoid | Customer B | ||
Segment Reporting Information [Line Items] | ||
Concentration risk, percentage | 23.00% | |
Accounts Receivable | Cannabinoid | Customer D | ||
Segment Reporting Information [Line Items] | ||
Concentration risk, percentage | 18.00% | |
Accounts Receivable | Non-Cannabinoid | Customer C | ||
Segment Reporting Information [Line Items] | ||
Concentration risk, percentage | 25.00% | 11.00% |
SEGMENT REPORTING - Long-lived
SEGMENT REPORTING - Long-lived Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Segment Reporting Information [Line Items] | ||
Long-lived assets | $ 30,932 | $ 25,680 |
Operating Segments | Cannabinoid | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets | 30,709 | 25,485 |
Operating Segments | Non-Cannabinoid | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets | 216 | 176 |
Other | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets | $ 7 | $ 19 |
SEGMENT REPORTING - Revenues by
SEGMENT REPORTING - Revenues by Channel (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | ||
Revenue | $ 15,374 | $ 12,117 |
Mass retail | ||
Segment Reporting Information [Line Items] | ||
Revenue | 8,070 | 6,879 |
Distributors | ||
Segment Reporting Information [Line Items] | ||
Revenue | 5,835 | 4,036 |
Specialty, health and other retail | ||
Segment Reporting Information [Line Items] | ||
Revenue | 945 | 689 |
E-commerce | ||
Segment Reporting Information [Line Items] | ||
Revenue | $ 524 | $ 513 |
INCOME TAX - Components of Inco
INCOME TAX - Components of Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Current tax | ||
Current tax expense in respect of the current year | $ 0 | $ 0 |
Deferred tax | ||
Deferred tax expense (recovery) in the current year | 950 | 0 |
Total income tax expense recognized in the current year | $ 950 | $ 0 |
INCOME TAX - Effective Tax Rate
INCOME TAX - Effective Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Net loss before income tax | $ (44,681) | $ (25,891) |
Federal income tax expense | $ (12,064) | $ (6,992) |
Federal tax rate | 27.00% | 27.00% |
Effect of income/expenses, net, that are not (taxable)/deductible (permanent differences) in determining taxable profit | $ 3,493 | $ (1,454) |
Tax rates differences applicable to foreign subsidiaries | (708) | (143) |
Adjustments related to prior years | 0 | 958 |
Change valuation allowance | 7,988 | 8,009 |
Foreign exchange | 1,226 | (378) |
Changes in tax rates | 950 | 0 |
Other | 65 | 0 |
Total income tax expense recognized in the current year | $ 950 | $ 0 |
INCOME TAX - Deferred Taxes Ass
INCOME TAX - Deferred Taxes Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Income Tax Disclosure [Abstract] | ||
Non-capital losses carry forward | $ 24,139 | $ 18,436 |
Capital losses carryforward | 98 | 98 |
Other | 3,765 | 1,697 |
Property, plant and equipment | 595 | 279 |
Intangibles | 581 | 441 |
Deferred tax assets | 29,178 | 20,951 |
Valuation allowance | (28,513) | (20,525) |
Intangible assets | (6,650) | (5,700) |
Other | (665) | (426) |
Net deferred tax liability | $ (6,650) | $ (5,700) |
INCOME TAX - Carry Forward Loss
INCOME TAX - Carry Forward Losses (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | $ 84,307 |
Canada | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | 22,077 |
United States | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | 14,161 |
Colombia | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | 28,810 |
United Kingdom | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | 0 |
Portugal | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | 10,156 |
Germany | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | 9,103 |
2030 | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | 2,689 |
2030 | Colombia | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | 2,689 |
2031 | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | 14,304 |
2031 | Colombia | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | 12,395 |
2031 | Portugal | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | 1,909 |
2032 | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | 10,223 |
2032 | Colombia | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | 6,135 |
2032 | Portugal | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | 4,088 |
2033 | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | 11,750 |
2033 | Colombia | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | 7,591 |
2033 | Portugal | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | 4,159 |
2037 | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | 641 |
2037 | United States | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | 641 |
2038 | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | 117 |
2038 | Canada | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | 117 |
2039 | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | 1,058 |
2039 | Canada | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | 1,058 |
2040 | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | 11,605 |
2040 | Canada | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | 11,605 |
2041 | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | 9,297 |
2041 | Canada | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | 9,297 |
Indefinite | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | 22,623 |
Indefinite | United States | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | 13,520 |
Indefinite | United Kingdom | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | 0 |
Indefinite | Germany | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | $ 9,103 |
INCOME TAX - Narrative (Details
INCOME TAX - Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Deferred tax assets, recognition of asset in future, share capital | $ 390,000 | |
Unrecognized tax benefits | 0 | $ 0 |
Unrecognized tax benefits, income tax penalties and interest accrued | $ 0 | $ 0 |
NET LOSS PER SHARE - Computatio
NET LOSS PER SHARE - Computation of Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Earnings Per Share [Abstract] | ||
Net loss | $ (45,726) | $ (25,895) |
Accretion of Class D preferred shares to liquidation preference on automatic conversion | 0 | 10,219 |
Net loss - basic | (45,726) | (36,114) |
Net loss - diluted | $ (45,726) | $ (36,114) |
Weighted-average common shares outstanding - basic (in shares) | 25,690,096 | 10,815,580 |
Weighted-average common shares outstanding - diluted (in shares) | 25,690,096 | 10,815,580 |
Net loss per common share - basic (dollars per share) | $ (1.78) | $ (3.34) |
Net loss per common share - diluted (dollars per share) | $ (1.78) | $ (3.34) |
NET LOSS PER SHARE - Computat_2
NET LOSS PER SHARE - Computation of Anti-dilutive Effect (Details) - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 20,771,386 | 20,079,536 |
Common stock warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 17,840,951 | 17,963,591 |
SAMA earnout shares | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 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 (in shares) | 784,193 | 896,888 |
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 (in shares) | 1,576,031 | 78,634 |
CONTINGENCIES AND COMMITMENTS -
CONTINGENCIES AND COMMITMENTS - Commitments (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Commitments and Contingencies Disclosure [Abstract] | ||
2022 | $ 1,910 | |
2023 | 1,562 | |
2024 | 845 | |
2025 | 337 | |
2026 | 152 | |
Thereafter | 286 | |
Total | 5,092 | |
Insurance commitment | $ 2,350 | $ 2,800 |
RELATED PARTY TRANSACTIONS - Na
RELATED PARTY TRANSACTIONS - Narrative (Details) $ / shares in Units, $ in Thousands | May 03, 2019USD ($)$ / sharesshares | Apr. 30, 2019USD ($)$ / sharesshares | Dec. 31, 2021$ / shares | Aug. 31, 2020$ / sharesshares |
Related Party Transaction [Line Items] | ||||
Strike price (dollars per share) | $ 11.50 | |||
Rock Cliff | Herbal Brands, Inc. | ||||
Related Party Transaction [Line Items] | ||||
Number of securities called by warrants or rights (in shares) | shares | 63,597 | |||
Strike price (dollars per share) | $ 26.73 | |||
Series C Preferred Stock | Rock Cliff | Herbal Brands, Inc. | ||||
Related Party Transaction [Line Items] | ||||
Number of securities called by warrants or rights (in shares) | shares | 193,402 | 193,402 | ||
Conversion ratio | 1 | 1 | ||
Strike price (dollars per share) | $ 8.79 | $ 8.79 | ||
Class of warrant or right, fair value | $ | $ 717 | $ 717 | ||
Rock Cliff, Herbal Brands Loan | Herbal Brands, Inc. | ||||
Related Party Transaction [Line Items] | ||||
Repayments of related party debt | $ | $ 8,500 | |||
Interest rate | 8.00% |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) $ / shares in Units, € in Thousands | Mar. 22, 2022USD ($)shares | Feb. 28, 2022 | Feb. 01, 2022USD ($)shares | Feb. 01, 2022EUR (€)shares | Jan. 13, 2022investor$ / shares | Mar. 24, 2022USD ($)shares | Dec. 31, 2021USD ($)shares | Dec. 31, 2020USD ($) | Feb. 02, 2022shares | Jan. 14, 2022USD ($) | Jul. 19, 2021USD ($)$ / shares |
Subsequent Event [Line Items] | |||||||||||
Conversion | $ 6,047,000 | ||||||||||
Repayment of debt | 26,538,000 | $ 4,191,000 | |||||||||
Convertible notes | $ 25,000,000 | ||||||||||
Minimum | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Share price permitting redemption, less than (dollars per share) | $ / shares | $ 7 | ||||||||||
Maximum | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Share price permitting redemption, less than (dollars per share) | $ / shares | 7 | ||||||||||
Cansativa | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Percentage of interest held | 14.22% | ||||||||||
Convertible note due 2024 | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Convertible notes | $ 17,699,000 | ||||||||||
Share price permitting redemption, less than (dollars per share) | $ / shares | $ 7 | ||||||||||
Common Shares | Convertible note due 2024 | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Conversion (in shares) | shares | 720,085 | ||||||||||
Subsequent Event | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Class of warrant or right, number of warrants subject to waiver (in shares) | shares | 4,900,000 | ||||||||||
Class of warrant or right, waiver termination period with prior written notice | 61 days | ||||||||||
Class of warrant or right, transaction activity period without prior written consent | 12 months | ||||||||||
Subsequent Event | Equity Distribution Agreement | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Sale of stock, number of shares issued/sold in transaction (in shares) | shares | 2,801,997 | ||||||||||
Sale of stock, authorized offering amount | $ 50,000,000 | ||||||||||
Sale of stock, percentage of commission paid of gross proceeds from issuance and sale of common shares | 3.00% | ||||||||||
Sale of stock, consideration received on transaction | $ 3,316,000 | ||||||||||
Subsequent Event | At-the Market | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Sale of stock, authorized offering amount | $ 18,000,000 | ||||||||||
Subsequent Event | RSUs | Clever Leaves Holdings Inc. 2020 Incentive Award Plan | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Granted (in shares) | shares | 1,741,659 | ||||||||||
Subsequent Event | RSUs | Clever Leaves Holdings Inc. 2020 Incentive Award Plan | Minimum | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Vesting period | 1 year | ||||||||||
Subsequent Event | RSUs | Clever Leaves Holdings Inc. 2020 Incentive Award Plan | Maximum | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Vesting period | 4 years | ||||||||||
Subsequent Event | Cansativa | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Sale of stock, number of shares issued/sold in transaction (in shares) | shares | 1,586 | 1,586 | |||||||||
Proceeds from sale of equity method investments | € | € 2,300 | ||||||||||
Gain (loss) on sale of equity method investments | $ 2,055,000 | ||||||||||
Percentage of interest held | 9.00% | 9.00% | |||||||||
Subsequent Event | Convertible note due 2024 | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Share price permitting redemption, less than (dollars per share) | $ / shares | $ 2.20 | ||||||||||
Trading days | investor | 10 | ||||||||||
Previous trading days | 20 days | ||||||||||
Subsequent Event | Common Shares | Convertible note due 2024 | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Conversion (in shares) | shares | 7,000 | ||||||||||
Conversion | $ 15,000 | ||||||||||
Repayment of debt | $ 3,500,000 | ||||||||||
Convertible notes | $ 16,395,000 |