Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 08, 2022 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2022 | |
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 | Bodega 19-B Parque Industrial Tibitoc P.H | |
Entity Address, City or Town | Tocancipá - Cundinamarca | |
Entity Address, Country | CO | |
Entity Address, Postal Zip Code | N/A | |
City Area Code | 561 | |
Local Phone Number | 634-7430 | |
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 | |
Entity Shell Company | false | |
Entity Central Index Key | 0001819615 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Common shares without par value | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Common shares without par value | |
Trading Symbol | CLVR | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 43,808,694 | |
Warrants, each warrant exercisable for one common share at an exercise price of $11.50 | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Warrants, each warrant exercisable for one common share at an exercise price of $11.50 | |
Trading Symbol | CLVRW | |
Security Exchange Name | NASDAQ | |
Non-voting common shares without par value | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 332,961 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Financial Position - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Current: | ||
Cash and cash equivalents | $ 17,183,000 | $ 37,226,000 |
Restricted cash | 424,000 | 473,000 |
Accounts receivable, net | 2,591,000 | 2,222,000 |
Prepaids, deposits and other receivables | 3,695,000 | 5,064,000 |
Inventories, net | 16,653,000 | 15,408,000 |
Total current assets | 40,546,000 | 60,393,000 |
Investment – Cansativa | 5,406,000 | 1,458,000 |
Property, plant and equipment, net of accumulated depreciation of $7,879 and $5,702 for September 30, 2022 and December 31, 2021, respectively | 28,996,000 | 30,932,000 |
Intangible assets, net | 3,545,000 | 23,117,000 |
Operating lease right-of-use assets, net | 2,869,000 | 0 |
Other non-current assets | 54,000 | 260,000 |
Total Assets | 81,416,000 | 116,160,000 |
Current: | ||
Accounts payable | 2,338,000 | 3,981,000 |
Accrued expenses and other current liabilities | 2,425,000 | 2,898,000 |
Convertible note due 2024, current portion | 0 | 16,559,000 |
Loans and borrowings, current portion | 520,000 | 949,000 |
Warrant liability | 196,000 | 2,205,000 |
Operating lease liabilities, current portion | 1,459,000 | 0 |
Deferred revenue, current portion | 1,280,000 | 653,000 |
Total current liabilities | 8,218,000 | 27,245,000 |
Convertible note due 2024 — long-term | 0 | 1,140,000 |
Loans and borrowing — long-term | 1,383,000 | 6,447,000 |
Deferred revenue — long-term | 0 | 1,548,000 |
Operating lease liabilities — long-term | 1,538,000 | 0 |
Deferred tax liabilities | 0 | 6,650,000 |
Other long-term liabilities | 775,000 | 360,000 |
Total Liabilities | 11,914,000 | 43,390,000 |
Contingencies and commitments | ||
Shareholders’ equity | ||
Preferred shares, without par value, unlimited shares authorized, nil shares issued and outstanding for each of September 30, 2022 and December 31, 2021 | 0 | 0 |
Common shares, without par value, unlimited shares authorized: 43,571,444 and 26,605,797 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively | 0 | 0 |
Additional paid-in capital | 221,591,000 | 187,510,000 |
Accumulated deficit | (152,089,000) | (114,740,000) |
Total shareholders' equity | 69,502,000 | 72,770,000 |
Total liabilities and shareholders' equity | $ 81,416,000 | $ 116,160,000 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Financial Position (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Property, plant and equipment, accumulated depreciation | $ 7,879 | $ 5,702 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, shares issued (in shares) | 43,571,444 | 26,605,797 |
Common stock, shares outstanding (in shares) | 43,571,444 | 26,605,797 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement [Abstract] | ||||
Revenue | $ 3,305,000 | $ 4,031,000 | $ 13,186,000 | $ 11,180,000 |
Cost of sales | (3,025,000) | (2,100,000) | (9,564,000) | (5,341,000) |
Gross profit | 280,000 | 1,931,000 | 3,622,000 | 5,839,000 |
Expenses | ||||
General and administrative | 6,087,000 | 10,616,000 | 22,361,000 | 29,381,000 |
Sales and marketing | 615,000 | 208,000 | 2,076,000 | 1,036,000 |
Research and development | 343,000 | 454,000 | 1,114,000 | 1,037,000 |
Restructuring expenses | (82,000) | 0 | 3,791,000 | 0 |
Intangible asset impairment | 19,000,000 | 0 | 19,000,000 | 0 |
Depreciation and amortization | 508,000 | 337,000 | 1,562,000 | 1,440,000 |
Total expenses | 26,471,000 | 11,615,000 | 49,904,000 | 32,894,000 |
Loss from operations | (26,191,000) | (9,684,000) | (46,282,000) | (27,055,000) |
Other Expense (Income), net | ||||
Interest (income) expense and amortization of debt issuance cost | (51,000) | 485,000 | 2,719,000 | 2,383,000 |
Gain on remeasurement of warrant liability | (196,000) | (9,065,000) | (2,009,000) | (5,390,000) |
Gain on investment | 0 | 0 | (6,851,000) | 0 |
Loss (gain) on debt extinguishment, net | 0 | (3,375,000) | 2,263,000 | (3,375,000) |
Foreign exchange loss | 768,000 | 298,000 | 1,420,000 | 1,137,000 |
Other expense (income), net | 101,000 | 964,000 | 111,000 | (123,000) |
Total other (income) expenses, net | 622,000 | (10,693,000) | (2,347,000) | (5,368,000) |
(Loss) Income before income tax | (26,813,000) | 1,009,000 | (43,935,000) | (21,687,000) |
Deferred income tax (recovery) | (6,650,000) | 0 | (6,650,000) | 0 |
Equity investment share of loss | 0 | 14,000 | 64,000 | 39,000 |
Net (Loss) Income | $ (20,163,000) | $ 995,000 | $ (37,349,000) | $ (21,726,000) |
Net (Loss) Income per share - basic (USD per share) | $ (0.48) | $ 0.04 | $ (1.02) | $ (0.85) |
Net (Loss) Income per share - diluted (USD per share) | $ (0.48) | $ 0.04 | $ (1.02) | $ (0.85) |
Weighted-average common shares outstanding - basic (in shares) | 42,222,564 | 25,755,972 | 36,633,222 | 25,466,404 |
Weighted-average common shares outstanding - diluted (in shares) | 42,222,564 | 25,755,972 | 36,633,222 | 25,466,404 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Shareholders’ Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Retained Deficit |
Beginning balance (in shares) at Dec. 31, 2020 | 24,883,024 | |||
Beginning balance at Dec. 31, 2020 | $ 95,250 | $ 0 | $ 164,264 | $ (69,014) |
Increase (Decrease) in Shareholders' Equity [Roll Forward] | ||||
Net Income (loss) | (13,765) | (13,765) | ||
Founders earn-out shares vested (in shares) | 570,212 | |||
Issuance of common shares upon vesting RSUs (in shares) | 7,713 | |||
Exercise of warrants (in shares) | 122,639 | |||
Exercise of warrants | 1,410 | 1,410 | ||
Stock-based compensation expense | 1,550 | 1,550 | ||
Ending balance (in shares) at Mar. 31, 2021 | 25,583,588 | |||
Ending balance at Mar. 31, 2021 | 84,445 | $ 0 | 167,224 | (82,779) |
Beginning balance (in shares) at Dec. 31, 2020 | 24,883,024 | |||
Beginning balance at Dec. 31, 2020 | 95,250 | $ 0 | 164,264 | (69,014) |
Increase (Decrease) in Shareholders' Equity [Roll Forward] | ||||
Net Income (loss) | (21,726) | |||
Ending balance (in shares) at Sep. 30, 2021 | 26,168,044 | |||
Ending balance at Sep. 30, 2021 | 87,671 | $ 0 | 178,411 | (90,740) |
Beginning balance (in shares) at Dec. 31, 2020 | 24,883,024 | |||
Beginning balance at Dec. 31, 2020 | $ 95,250 | $ 0 | 164,264 | (69,014) |
Ending balance (in shares) at Dec. 31, 2021 | 26,605,797 | 26,605,797 | ||
Ending balance at Dec. 31, 2021 | $ 72,770 | $ 0 | 187,510 | (114,740) |
Beginning balance (in shares) at Mar. 31, 2021 | 25,583,588 | |||
Beginning balance at Mar. 31, 2021 | 84,445 | $ 0 | 167,224 | (82,779) |
Increase (Decrease) in Shareholders' Equity [Roll Forward] | ||||
Net Income (loss) | (8,956) | (8,956) | ||
Issuance of common shares upon vesting RSUs (in shares) | 5,111 | |||
Stock option exercise (in shares) | 40,942 | |||
Stock option exercise | 10 | 10 | ||
Stock-based compensation expense | 3,323 | 3,323 | ||
Ending balance (in shares) at Jun. 30, 2021 | 25,629,641 | |||
Ending balance at Jun. 30, 2021 | 78,822 | $ 0 | 170,557 | (91,735) |
Increase (Decrease) in Shareholders' Equity [Roll Forward] | ||||
Net Income (loss) | 995 | 995 | ||
Stock-based compensation expense | 3,264 | 3,264 | ||
Conversions of debt to common stock, net of debt issuance (in shares) | 538,403 | |||
Conversions of debt to common stock, net of debt issuance | 4,590 | 4,590 | ||
Ending balance (in shares) at Sep. 30, 2021 | 26,168,044 | |||
Ending balance at Sep. 30, 2021 | $ 87,671 | $ 0 | 178,411 | (90,740) |
Beginning balance (in shares) at Dec. 31, 2021 | 26,605,797 | 26,605,797 | ||
Beginning balance at Dec. 31, 2021 | $ 72,770 | $ 0 | 187,510 | (114,740) |
Increase (Decrease) in Shareholders' Equity [Roll Forward] | ||||
Net Income (loss) | (16,140) | (16,140) | ||
Issuance of common shares upon vesting RSUs (in shares) | 247,453 | |||
Stock option exercise (in shares) | 116,112 | |||
Stock option exercise | 22 | 22 | ||
Stock-based compensation expense | 500 | 500 | ||
Issuance of common stock - gross (in shares) | 11,047,567 | |||
Issuance of common stock - gross | 23,400 | 23,400 | ||
Equity issuance costs | (1,177) | (1,177) | ||
Conversions of Convertible Note to common shares (in shares) | 607,000 | |||
Conversions of Convertible Note to common shares | 1,324 | 1,324 | ||
Beneficial conversion feature | 1,749 | 1,749 | ||
Ending balance (in shares) at Mar. 31, 2022 | 38,623,929 | |||
Ending balance at Mar. 31, 2022 | $ 82,448 | $ 0 | 213,328 | (130,880) |
Beginning balance (in shares) at Dec. 31, 2021 | 26,605,797 | 26,605,797 | ||
Beginning balance at Dec. 31, 2021 | $ 72,770 | $ 0 | 187,510 | (114,740) |
Increase (Decrease) in Shareholders' Equity [Roll Forward] | ||||
Net Income (loss) | $ (37,349) | |||
Stock option exercise (in shares) | 158,882 | |||
Ending balance (in shares) at Sep. 30, 2022 | 43,571,444 | 43,571,444 | ||
Ending balance at Sep. 30, 2022 | $ 69,502 | $ 0 | 221,591 | (152,089) |
Beginning balance (in shares) at Mar. 31, 2022 | 38,623,929 | |||
Beginning balance at Mar. 31, 2022 | 82,448 | $ 0 | 213,328 | (130,880) |
Increase (Decrease) in Shareholders' Equity [Roll Forward] | ||||
Net Income (loss) | (1,046) | (1,046) | ||
Issuance of common shares upon vesting RSUs (in shares) | 39,898 | |||
Stock option exercise (in shares) | 35,582 | |||
Stock-based compensation expense | 1,148 | 1,148 | ||
Conversions of debt to common stock, net of debt issuance (in shares) | 900,000 | |||
Conversions of debt to common stock, net of debt issuance | 2,039 | 2,039 | ||
Ending balance (in shares) at Jun. 30, 2022 | 39,599,409 | |||
Ending balance at Jun. 30, 2022 | 84,589 | $ 0 | 216,515 | (131,926) |
Increase (Decrease) in Shareholders' Equity [Roll Forward] | ||||
Net Income (loss) | (20,163) | (20,163) | ||
Issuance of common shares upon vesting RSUs (in shares) | 24,837 | |||
Stock-based compensation expense | 958 | 958 | ||
Issuance of common stock - gross (in shares) | 3,947,198 | |||
Issuance of common stock - gross | 4,286 | 4,286 | ||
Equity issuance costs | $ (168) | (168) | ||
Ending balance (in shares) at Sep. 30, 2022 | 43,571,444 | 43,571,444 | ||
Ending balance at Sep. 30, 2022 | $ 69,502 | $ 0 | $ 221,591 | $ (152,089) |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Sep. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |||||
Cash Flow from Operating Activities: | |||||||||||
Net (Loss) Income | $ (20,163,000) | $ (16,140,000) | $ 995,000 | $ (13,765,000) | $ (37,349,000) | $ (21,726,000) | |||||
Adjustments to reconcile to net cash used in operating activities: | |||||||||||
Depreciation and amortization | 2,935,000 | 1,815,000 | |||||||||
Amortization of debt discount and debt issuance cost | 1,949,000 | 325,000 | |||||||||
Inventory provisions | 1,696,000 | 693,000 | 3,822,000 | 1,496,000 | |||||||
Restructuring and related costs | 3,791,000 | 0 | |||||||||
Gain on remeasurement of warrant liability | (2,009,000) | (5,390,000) | |||||||||
Non-cash lease expense | 128,000 | 0 | |||||||||
Deferred tax recovery | (6,650,000) | 0 | (6,650,000) | 0 | |||||||
Foreign exchange loss | 1,420,000 | 1,137,000 | |||||||||
Stock-based compensation expense | 2,606,000 | 8,137,000 | |||||||||
Intangible asset impairment | 19,000,000 | 0 | 19,000,000 | 0 | |||||||
Equity investment share of loss | 0 | 14,000 | 64,000 | 39,000 | |||||||
Gain on investment | (6,851,000) | 0 | |||||||||
Loss (gain) on debt extinguishment | 2,263,000 | (3,375,000) | |||||||||
Other non-cash expense, net | 600,000 | 394,000 | |||||||||
Changes in operating assets and liabilities: | |||||||||||
(Increase) in accounts receivable | (369,000) | (484,000) | |||||||||
(Increase) in prepaid expenses | (466,000) | (638,000) | |||||||||
Decrease (increase) in other receivables and other non-current assets | 555,000 | (544,000) | |||||||||
(Increase) in inventory | (5,067,000) | (4,447,000) | |||||||||
(Decrease) in accounts payable and other current liabilities | (4,756,000) | (5,110,000) | |||||||||
Increase in other non-current liabilities | 415,000 | 176,000 | |||||||||
Net cash used in operating activities | (23,969,000) | (28,195,000) | |||||||||
Cash Flow from Investing Activities: | |||||||||||
Purchase of property, plant and equipment | (1,856,000) | (5,948,000) | |||||||||
Proceeds from partial sale of equity method investment | 2,498,000 | 0 | |||||||||
Net cash provided by (used in) investing activities | 642,000 | (5,948,000) | |||||||||
Cash Flow from Financing Activities: | |||||||||||
Proceeds from issuance of long-term debt | 0 | 25,000,000 | |||||||||
Repayment of debt | (22,897,000) | (26,363,000) | |||||||||
Other borrowings | 73,000 | 1,826,000 | |||||||||
Debt Issuance on Convertible debt | 0 | (932,000) | |||||||||
Proceeds from issuance of shares | 27,686,000 | 0 | |||||||||
Equity issuance costs | (1,345,000) | 0 | |||||||||
Proceeds from exercise of warrants | 0 | 1,410,000 | |||||||||
Stock option exercise | 22,000 | 10,000 | |||||||||
Net cash provided by financing activities | 3,539,000 | 951,000 | |||||||||
Effect of exchange rate changes on cash, cash equivalents & restricted cash | (304,000) | (62,000) | |||||||||
Decrease in cash, cash equivalents & restricted cash | (20,092,000) | (33,254,000) | |||||||||
Cash, cash equivalents & restricted cash, beginning of period | $ 37,699,000 | $ 79,460,000 | 37,699,000 | 79,460,000 | $ 79,460,000 | ||||||
Cash, cash equivalents & restricted cash, end of period | $ 17,607,000 | [1] | $ 46,206,000 | [1] | 17,607,000 | [1] | 46,206,000 | [1] | $ 37,699,000 | ||
Supplemental schedule of cash flow information: | |||||||||||
Cash paid for interest | 220,000 | 375,000 | |||||||||
Supplemental disclosures for non-cash financing activity: | |||||||||||
Right-of-use assets recognized | 3,871,000 | 0 | |||||||||
Conversions of debt to commons shares | 3,263,000 | 4,209,000 | |||||||||
Beneficial conversion feature | $ 1,749,000 | $ 0 | |||||||||
[1]These amounts include restricted cash of $424 and $444 as of September 30, 2022 and September 30, 2021, respectively, which are comprised primarily of cash on deposits for certain lease arrangements. |
Condensed Consolidated Statem_6
Condensed Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 |
Statement of Cash Flows [Abstract] | |||
Restricted cash | $ 424 | $ 473 | $ 444 |
CORPORATE INFORMATION
CORPORATE INFORMATION | 9 Months Ended |
Sep. 30, 2022 | |
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 Bodega 19-B Parque Industrial Tibitoc P.H, Tocancipá - Cundinamarca, Colombia. |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION | BASIS OF PRESENTATION The accompanying condensed consolidated interim financial statements (“Financial Statements”) are unaudited. These Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial statements and with the instructions to Form 10-Q and Article 10 of regulation S-X. Accordingly, they do not include all disclosures required for annual financial statements. These Financial Statements reflect all adjustments, which, in the opinion of the management, are necessary for a fair presentation of the results for the interim periods presented. All significant intercompany transactions and balances have been eliminated. All adjustments were of a normal recurring nature. Interim results are not necessarily indicative of results to be expected for the full year. The Financial Statements include the accounts of the Company and its wholly owned subsidiaries. Company’s subsidiaries and respective ownership percentage has not changed from the year ended December 31, 2021. These Financial Statements should be read in conjunction with the Company's audited financial statements for the year ended December 31, 2021, included in its Annual Report on Form 10-K, as filed with the SEC on March 24, 2022 (the "Annual Report"). Prior Period Reclassifications - Certain prior period reclassifications were made to conform to the current period presentation. These reclassifications had no effect on the previously reported total assets, total liabilities, stockholder's equity, net loss (income) or cash flow. Going Concern These interim 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 interim financial statements, the Company had an accumulated deficit as of September 30, 2022, 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 revenue from the sale of its available inventories. At September 30, 2022, the Company had cash and cash equivalents of $17,183. As of September 30, 2022, based on the Company's current working capital needs, anticipated operating expenses and net losses, and the uncertainties surrounding its ability to raise additional capital as needed, there is 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 Company’s ability to execute its operating plans through 2023 and beyond depends on its ability to obtain additional funding through financing transactions, such as equity or debt offerings, or other transactions to raise capital to meet planned growth requirements and to fund future operations, which may not be available on acceptable terms, or at all. 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. During the nine months ended September 30, 2022 the Company raised additional financing through an "at-the-market" ("ATM") equity offering as discussed in Note 12. Principles of Consolidation The Financial Statements include the accounts of the Company and its consolidated subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Changes and Error Corrections [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The Company's significant accounting policies are disclosed in its audited consolidated financial statements for the year ended December 31, 2021, included in the Annual Report. There have been no changes in the Company's significant accounting policies as discussed in the Annual Report. Use of Accounting Estimates The preparation of these Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the Financial Statements and accompanying notes in the reported period. These estimates include, but are not limited to, allowance for doubtful accounts, inventory valuation, determination of fair value of stock-based awards and estimate of incremental borrowing rate for determining the present value of future lease payments, intangible assets, useful lives of property and equipment, revenue recognition and income taxes and related tax asset valuation allowances. 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. Recently Adopted Accounting Pronouncements ASU No. 2016-02, Leases (Topic 842) In February 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update ("ASU") No. 2016-02, Leases ("ASU 2016-02") and in July 2018, the FASB issued ASU 2018-11, Leases (Topic 842): Targeted Improvements ("ASU 2018-11") (collectively referred to as "ASC 842"). This guidance requires the recognition of right-of-use ("ROU") assets and lease liabilities, arising from financing and operating leases, on the consolidated balance sheet, along with additional qualitative and quantitative disclosures. Companies are required to adopt this guidance using a modified retrospective approach and apply the transition provisions under the guidance at either 1) the later of the beginning of the earliest comparative period presented in the financial statements and the commencement date of the lease, or 2) the beginning of the period of adoption (i.e., on the effective date). Under the transition method using the second application date, a company initially applies the new leases standard at the adoption date and recognizes a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The Company adopted the guidance on January 1, 2022, beginning of our calendar year 2022, using the modified retrospective transition method and initially applied the transition provisions at January 1, 2022, which allowed us to continue to apply the legacy guidance in ASC 840 for periods prior to calendar year 2022. We elected the package of transition practical expedients, which among other things, allows us to keep the historical lease classifications and not have to reassess the lease classification for any existing leases as of the date of adoption. We also made the following accounting policy elections as allowed by ASC 842: • to apply the short-term lease exception, which allows us to keep leases with an initial term of twelve months or less off the statement of financial position. • to account for each separate lease component of a contract and its associated non-lease components as a single-lease component for all our leases. As a result of the adoption of this standard, there was no adjustment to the opening balance of retained earnings as there was no cumulative effect adjustment at the date of adoption. Accordingly, the primary impact of adopting ASC 842 was the recognition of ROU assets and lease liabilities for operating leases of approximately $4,120 and $4,120, respectively for all existing leases which had remaining obligations as of January 1, 2022. ASC 842 did not have a material impact on our results of operations or statement of cash flow. ASU No. 2021-04, Earnings Per Share (Topic 260) 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 adoption of ASU No.2021-04 did not have a material impact on the Company's consolidated financial statements. Recently Issued Accounting Pronouncements Not Yet Adopted ASU No. 2020-06, Debt (Topic 815) 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. ASU No. 2016-13- Credit Losses on Financial Instruments (Topic 326) 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 the Company’s fiscal year beginning January 1, 2023. The Company is currently evaluating the effect of adopting ASU No 2016-13. |
BASIS OF PRESENTATION | BASIS OF PRESENTATION The accompanying condensed consolidated interim financial statements (“Financial Statements”) are unaudited. These Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial statements and with the instructions to Form 10-Q and Article 10 of regulation S-X. Accordingly, they do not include all disclosures required for annual financial statements. These Financial Statements reflect all adjustments, which, in the opinion of the management, are necessary for a fair presentation of the results for the interim periods presented. All significant intercompany transactions and balances have been eliminated. All adjustments were of a normal recurring nature. Interim results are not necessarily indicative of results to be expected for the full year. The Financial Statements include the accounts of the Company and its wholly owned subsidiaries. Company’s subsidiaries and respective ownership percentage has not changed from the year ended December 31, 2021. These Financial Statements should be read in conjunction with the Company's audited financial statements for the year ended December 31, 2021, included in its Annual Report on Form 10-K, as filed with the SEC on March 24, 2022 (the "Annual Report"). Prior Period Reclassifications - Certain prior period reclassifications were made to conform to the current period presentation. These reclassifications had no effect on the previously reported total assets, total liabilities, stockholder's equity, net loss (income) or cash flow. Going Concern These interim 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 interim financial statements, the Company had an accumulated deficit as of September 30, 2022, 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 revenue from the sale of its available inventories. At September 30, 2022, the Company had cash and cash equivalents of $17,183. As of September 30, 2022, based on the Company's current working capital needs, anticipated operating expenses and net losses, and the uncertainties surrounding its ability to raise additional capital as needed, there is 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 Company’s ability to execute its operating plans through 2023 and beyond depends on its ability to obtain additional funding through financing transactions, such as equity or debt offerings, or other transactions to raise capital to meet planned growth requirements and to fund future operations, which may not be available on acceptable terms, or at all. 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. During the nine months ended September 30, 2022 the Company raised additional financing through an "at-the-market" ("ATM") equity offering as discussed in Note 12. Principles of Consolidation The Financial Statements include the accounts of the Company and its consolidated subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended |
Sep. 30, 2022 | |
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 September 30, 2022 Assets: Investment – Cansativa — — 5,406 5,406 Total Assets $ — $ — $ 5,406 $ 5,406 Liabilities: Loans and borrowings — 1,903 — 1,903 Warrant liability — — 196 196 Total Liabilities $ — $ 1,903 $ 196 $ 2,099 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 Investment – Cansativa Our investment in Cansativa’s equity securities that was previously accounted for using the equity method was partially divested during the three months ended June 30, 2022. Given that this investment does not have a “readily determinable fair value,” or is not traded in a verifiable public market, the Company accounted for this investment under ASC 321, Investments - Equity Securities. The Company used the practical expedient available under ASU 2016-01, the cost method investment which presents and carries this investment using the alternative measurement method which is cost minus impairment, if any, plus or minus changes resulting from observable price changes in “orderly transactions,” as defined in ASC 321, for the identical or a similar investment of the same issuer. The Company periodically reviews the investments for other than temporary declines in fair value below cost and more frequently when events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. As of September 30, 2022, the Company believes the carrying value of its cost method investments were recoverable in all material respects. For more information, refer to Note 7 to our interim financial statements for the period ended of September 30, 2022. The following table provides a summary of changes in fair value of the Company’s Level 3 investments for the nine months ended September 30, 2022: Level 3 Balance, December 31, 2021 (Measured at equity method) $ 1,458 Share of Equity investment loss $ (64) Balance, March 31, 2022 $ 1,394 Sale on investments $ (515) Gain due to change in fair value included in earnings $ 4,868 Balance, June 30, 2022 $ 5,747 Change in value due to foreign exchange loss $ (341) Balance, September 30, 2022 $ 5,406 During the nine months ended September 30, 2022, there were no transfers between fair value measurement levels. The change in fair value of warrant liabilities related to private warrants during the nine months ended September 30, 2022, is as follows: Private Placement Warrants: Total Warrant Liability Warrant liability at December 31, 2021 $ 2,205 Change in fair value of warrant liability (490) Warrant liabilities at March 31, 2022 $ 1,715 Change in fair value of warrant liability (1,323) Warrant liabilities at June 30, 2022 $ 392 Change in fair value of warrant liability (196) Warrant liabilities at September 30, 2022 $ 196 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 September 30, 2022 and December 31, 2021: As of September 30, December 31, Risk-free interest rate 4.23% 1.11% Expected volatility 95% 60% Share Price $0.60 $3.10 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 | 9 Months Ended |
Sep. 30, 2022 | |
Inventory Disclosure [Abstract] | |
INVENTORIES, NET | INVENTORIES, NET Inventories are comprised of the following items as of the periods presented: September 30, December 31, Raw materials $ 1,471 $ 1,477 Work in progress – cultivated cannabis 3,331 1,241 Work in progress – harvested cannabis and extracts 466 1,070 Finished goods – cannabis extracts 10,640 11,432 Finished goods – other 745 188 Total $ 16,653 $ 15,408 During the three and nine months ended September 30, 2022, the Company recorded inventory provisions for approximately $1,696 and $3,822, respectively, to cost of sales to write-down obsolete inventories. During the three and nine months ended September 30, 2021, the Company recorded inventory provisions for approximately $693 and $1,496, respectively, to cost of sales to write-down obsolete inventory. The Company also has inventory consignment agreements in which revenue is recognized at a point in time, when the customer or distributors sells finished products from consignment inventory. Delivery and transfer of control occur at that point, when title and risk of loss transfers and the customer or distributor becomes obligated to pay for the products pulled from consigned inventory. As of September 30, 2022 and December 31, 2021, the Company had $196 and $66, respectively in consignment inventory. |
PREPAID, DEPOSITS AND OTHER REC
PREPAID, DEPOSITS AND OTHER RECEIVABLES | 9 Months Ended |
Sep. 30, 2022 | |
Payables and Accruals [Abstract] | |
PREPAID, DEPOSITS AND OTHER RECEIVABLES | PREPAID, DEPOSITS AND OTHER RECEIVABLES Prepaid, deposits and other receivables are comprised of the following items as of the periods presented: September 30, December 31, Prepaid expenses $ 1,597 $ 935 Indirect tax receivable 1,841 2,322 Deposits 51 47 Other receivable and advances 206 1,760 Total $ 3,695 $ 5,064 Prepaid expenses and deposits represent amounts paid upfront to vendors for director and officer's insurance, security deposits and supplies. |
INVESTMENTS
INVESTMENTS | 9 Months Ended |
Sep. 30, 2022 | |
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 3.1, (i.e., EUR 1.00 per share) upon signing the investment agreement to demonstrate the Company’s intent to invest, and the remainder of EUR 996.82 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 accounted 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, the balance of Tranche 2 option expired un-exercised and as a result the Company recognized a loss on investment of approximately $370 in its Statement of Operations 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 sale 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. In April 2022, the Company sold 1,586 shares in Cansativa to an unrelated third-party for approximately EUR 2,300. Additionally Cansativa issued 10,184 series B and 992 ESOP shares. As a result, the Company's equity ownership of Cansativa, on a fully diluted basis, decreased from 14.22% to 7.6% of the book value of Cansativa net assets. Furthermore, the Company relinquished the board seat, indicating that the Company's influence was no longer "significant", to which the equity method of accounting was applicable. Going forward, the Company will account for this investment under ASC 321, Investments – Equity Securities. The Company will utilize the practical expedient under ASC 321 as the investment does not qualify for the practical expedient under ASC 820 and there is no readily determinable fair value for these privately held shares of Cansativa on a recurring basis. At the time of the sale, the Company compared the transaction value of the shares sold to the carrying value of shares sold and recognized a gain of $1,983. Immediately following the sale, the Company then remeasured its retained interest which resulted in an additional gain of $4,868. As a result, a total of $6,851 is recorded in other income in the Consolidated Statements of Operations during the quarter ending June 30, 2022. Using the measurement alternative, as defined in ASC 321, the Company will remeasure the value of its retained interest if and when additional sales of Cansativa shares occur with third parties. |
INTANGIBLE ASSETS, NET
INTANGIBLE ASSETS, NET | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS, NET | INTANGIBLE ASSETS, NETThe Company had acquired cannabis-related licenses as part of a business combination in 2018, 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 $7,075. During the three months ended September 30, 2022 and 2021 the Company recorded approximately $191 and $191, respectively, of amortization related to its finite-lived intangible assets. During the nine months ended September 30, 2022 and 2021 the Company recorded approximately $573 and $972, respectively, of amortization related to its finite-lived intangible assets. The following tables present details of the Company’s total intangible assets as of September 30, 2022 and December 31, 2021. The value of product formulation intangible asset is included in the value of Brand: September 30, 2022 Gross Accumulated Net Weighted- Finite-lived intangible assets: Customer contracts $ 925 $ 925 $ — 0.0 Customer relationships 1,000 624 376 3.2 Customer list 650 444 206 1.6 Brand 4,500 1,537 2,963 6.6 Total finite-lived intangible assets $ 7,075 $ 3,530 $ 3,545 Indefinite-lived intangible assets: Licenses $ 19,000 N/A $ 19,000 Licenses-impairment (19,000) N/A (19,000) Total indefinite-lived intangible assets $ — N/A $ — Total intangible assets $ 7,075 $ 3,530 $ 3,545 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 4,500 1,200 3,300 7.3 Total finite-lived intangible assets $ 7,075 $ 2,958 $ 4,117 Indefinite-lived intangible assets: Licenses $ 19,000 N/A $ 19,000 Total intangible assets $ 26,075 $ 2,958 $ 23,117 Impairment Testing - Finite-Lived Intangibles 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 intangibles for impairment whenever events or changes in circumstances indicate that the carrying value of its intangibles 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 and other intangible assets impairment analysis. Impairment Testing - Indefinite-Lived Intangibles Due to the continued decline in the Company’s stock price and the current year’s projected revenues falling behind target, the Company performed an interim impairment assessment on its indefinite-lived intangible assets, consisting of cannabis related licenses for its Colombian operations. Utilizing a discounted cash flow model with a weighted average cost of capital (“WACC”) of 22%, the Company performed the assessment and recognized an impairment charge of $19,000, offset with the related deferred tax liability write-off of $6,650 for the three and nine months ended September 30, 2022. 2021 Impairment Testing In conjunction with the 2021 annual impairment testing, 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, which was further resolved in April 2022, to allow us to export cannabis flower from Colombia starting 2023. The Colombian government signed Resolution 539, which outlines the regulation and the technical guidelines for commercializing dried flower and medicinal-grade cannabis extracts. For the three and nine months ended September 30, 2021, no impairment was recognized related to the carrying value of any of the Company’s finite or indefinite-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 September 30, 2022: Estimated 2022 $ 221 2023 715 2024 542 2025 542 2026 482 Thereafter 1,043 Total $ 3,545 |
GOODWILL
GOODWILL | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL | GOODWILL 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 may have been 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 December 31, 2021, combined with our stock price volatility 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 2021 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, as a result, the Company had no goodwill on the statement of financial position as of December 31, 2021. 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%. |
PROPERTY, PLANT AND EQUIPMENT,
PROPERTY, PLANT AND EQUIPMENT, NET | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT, NET | PROPERTY, PLANT AND EQUIPMENT, NET Property, plant and equipment, net consisted of the following: September 30, December 31, Land $ 5,065 $ 5,065 Building & warehouse 16,375 13,381 Laboratory equipment 6,399 6,295 Agricultural equipment 2,467 2,404 Computer equipment 1,725 1,681 Furniture & appliances 829 852 Construction in progress (a) 2,769 5,709 Other 1,246 1,247 Property, plant and equipment, gross 36,875 36,634 Less: accumulated depreciation (7,879) (5,702) Property, plant and equipment, net $ 28,996 $ 30,932 (a) Construction in progress primarily relates to on-going construction of the Company's Colombian and Portugal facilities |
DEBT
DEBT | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT September 30, December 31, Convertible Notes due 2024, current portion (a) $ — $ 16,559 Herbal Brands Loan due May 2023, current portion — 470 Other loans and borrowings, current portion 520 479 Total debt, current portion $ 520 $ 17,508 Convertible notes due 2024 — 1,140 Herbal Brands Loan due May 2023 (b) — 4,760 Other loans and borrowings, net 1,383 1,687 Total debt, long term $ 1,383 $ 7,587 Ending balance $ 1,903 $ 25,095 (a) Convertible Note, current portion is reflected net of debt discount and debt issuance costs of $2,197 as of December 31, 2021. (b) Herbal Brand's Loan, non-current is reflected net of debt issuance costs o f $410 in as of December 31, 2021. Herbal Brands Loan due May 2023 In May 2019 and in connection with the Herbal Brands, Inc ("Herbal Brands") acquisition, the Company entered into a loan agreement (the "Loan and Security 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 bore 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 was to be repaid or prepaid prior to its maturity date of May 2, 2023 and required the Company to repay, on a quarterly basis, 85% of positive operating cash flows. The Company could 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. The loan was 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. For more information, refer to Note 12. 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 was 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 at December 31, 2021. 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 on December 18, 2020 between Clever Leaves International Inc., a corporation organized under the laws of British Columbia, Canada, Schultze Special Purpose Acquisition Corp., a Delaware corporation, Novel Merger Sub Inc., a Delaware corporation and the Company, which resulted in both Clever Leaves International Inc. and Schultze Special Purpose Acquisition Corp. becoming wholly owned subsidiaries of the Company (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. In May 2022, the Company fully repaid the Herbal Brands Loan in the amount of approximately $5,642, including interest and fees, in full satisfaction of Herbal Brands' obligations under the Loan and Security Agreement. As a result of the full repayment of the Herbal Brand Loan, the Company recorded the remaining amortization balance of the Rock Cliff Warrants within interest and amortization of debt issuance cost" in the condensed consolidated statement of operations. For the three months ended September 30, 2022 and 2021, the Company recognized interest expense of approximately nil and $174, respectively, from the Herbal Brands Loan and repaid principal of approximately $5,642 and $269, respectively, of the Herbal Brands Loan in accordance with the terms of the loan agreement. For the nine months ended September 30, 2022 and 2021, the Company recognized interest expense of approximately $715 and $564, respectively, from the Herbal Brands Loan and repaid principal of approximately $5,642 and $1,376, respectively, of the Herbal Brands Loan in accordance with the terms of the loan agreement. As of September 30, 2022, there was no outstanding principal balance, including interest, of the Herbal Brands Loan. 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 (“Catalina”), 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 provided for maturity three years from the date of issuance and interest accrual at a rate of 5% per annum from the date of issuance. Interest on the Convertible Note was 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 could 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 could 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 could 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 could 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 would 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 could 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 would 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 was 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 failed to timely deliver common shares as required upon conversion or redemption of the Convertible Note, then the Company would 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 were 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 would 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 closely 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 Company's own equity and bifurcation is not required 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 $7.00. 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 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, which 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 the contingent put to receive cash repayments on account of principal and accrued Interest. 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. The amendment changed the Optional Redemption Price to be the greater of (i) $2.208 ($6.44 in the Original Note); and (ii) an 8% discount to the 4-day lowest volume weighted average trading price (VWAP) of the Common Shares on the Nasdaq Capital Market on each of the three days prior to and including the date of the Optional Redemption Notice (the Original Note provided for an 8% discount to the closing price of the Common Shares on the Original Redemption Date). These amendments were temporary amendments that would have expired on July 19, 2022, at which time the terms of the original note apply with respect to such amendments. The First Amendment Agreement allowed 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 would have applied to redemptions or repayments after July 19, 2022, unless further amended by the parties thereto. The amendment also added the limitations on redemptions into Common Shares by Catalina as follows: (1) from and after February 1, 2022, Catalina may redeem up to an aggregate amount of $2,000 (the “Base Redemption Amount”) during a calendar month at the Optional Redemption Price; (2) from and after February 1, 2022, Catalina may redeem up to an additional $1,500 (the “Additional Redemption Amount”) during a calendar month at a redemption price that is the greater of (i) $4.60 and (ii) an 8% discount to the 4-day VWAP; and (3) until January 31, 2022, Catalina may redeem up to an aggregate amount of $4,000 (the “Make-Up Base Redemption Amount”) at the Optional Redemption Price; and (4) until January 31, 2022, Catalina may redeem up to an additional $3,000 (the “Make-Up Additional Redemption Amount”) at a redemption price that is the greater of (i) $4.60 and (ii) an 8% discount to the 4-day VWAP. The Company compared the change in fair value of the conversion feature to the pro forma carrying amount and noted that it is more than 10%. The Company accounted for this amendment as a debt extinguishment. The Company also compared the effective conversion price with fair value of the Company's common stock and noted no BCF to be reacquired at the time of extinguishment. As a result, during the three months ended March 31, 2022, the Company recognized a loss on debt extinguishment of $2,263 which included unamortized debt issuance cost and BCF that was evaluated under the terms of the original Catalina LP Secured Convertible note. At the amendment date, new terms were evaluated for Beneficial Conversion Features ("BCF") per ASC 470 and noted that the fair value of the shares issuable upon conversion was greater than the allocated proceeds. As a result, the Company calculated and recorded the intrinsic value of conversion feature and BCF of $1,749. The Company recognized $1,644 discount created by the BCF for the quarter ended March 31, 2022, accelerating amortization on straight line basis from the date of amendment to the date of payment. No other derivative bifurcation was noted. In April 2022, the Company fully repaid its 2024 Convertible Note with accrued interest. As a result of the full repayment of the 2024 Convertible Note, the Company recognized the remaining balance of $105 discount created by the BCF for the quarter ended June 30, 2022, within interest expense in the Consolidated Statement of Operations. The Company repaid principal of $16,719 and accrued interest of $27, for a total amount of $16,746, of the 2024 Convertible Note during the nine months ended September 30, 2022. During the nine months ended September 30, 2022, the Company issued a total of 1,507,000 common shares upon debt conversion to the noteholder of $3,363 aggregate principal amount. As of September 30, 2022, there was no outstanding principal balance, including interest, of the 2024 Convertible Note payable. Other Borrowings Portugal Debt In January 2021, Clever Leaves Portugal Unipessoal LDA borrowed €1,000 ($1,213) (the "Portugal Debt"), from a local lender (the "Portugal Lender") under the terms of its credit line agreement. The Portugal Debt pays interest quarterly at a rate of Euribor plus 3 percentage points. This loan is secured by our mortgaged asset. For the three months ended September 30, 2022 and 2021, the Company recognized interest expense of approximately €7 ($7) and nil, respectively, and repaid principal of approximately €63 ($63) and nil, respectively, of the Portugal Debt in accordance with the terms of the loan agreement. For the nine months ended September 30, 2022 and 2021, the Company recognized interest expense of approximately €22 ($24) and nil, respectively, and repaid principal of approximately €188 ($200) and nil, respectively, of the Portugal Debt in accordance with the terms of the loan agreement. The outstanding principal balance of the Portugal Debt as of September 30, 2022 and December 31, 2021 was €813 ($1,013) and €1,000 ($1,213), respectively. Colombia Debt Ecomedics S.A.S. has entered into loan agreements with multiple local lenders (collectively, the "Colombia Debt"), under which the Company borrowed approximately COP$5,305,800 ($1,295) of mainly working capital loans. The working capital loans are secured by mortgage of our farm land in Colombia as collateral. These loans bear interest at a range of 10.96% to 12.25% per annum denominated in Colombian pesos. The first payment of the principal and interest will be repaid six months after receiving the loan. After the first payment, the principal and interest will be repaid semi-annually. For the three months ended September 30, 2022 and 2021, the Company recognized interest expense of approximately COP$7,809 ($2) and nil, respectively, and repaid principal of approximately COP$306,822 ($69) and nil, respectively. For the nine months ended September 30, 2022 and 2021, the Company recognized interest expense of approximately COP$259,144 ($67) and nil respectively, and repaid principal of approximately COP$875,664 ($213) and nil, respectively. The outstanding principal balance of the Colombia Debt as of September 30, 2022 and December 31, 2021 was COP$4,035,296 ($890) and COP$4,592,095 ($1,153), respectively. |
CAPITAL STOCK
CAPITAL STOCK | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
CAPITAL STOCK | CAPITAL STOCK Common Shares As of September 30, 2022 and December 31, 2021, a total of 43,571,444 and 26,605,797 common shares were issued and outstanding, respectively. The increase in share count was primarily the result of shares issuance under the ATM. See Equity Distribution Agreement disclosed below. In April 2022, the Company fully repaid its 2024 Convertible Note with accrued interest. In connection with the convertible note purchase agreement, the Company issued a total of 1,507,000, shares of common stock upon debt conversion to the noteholder as of September 30, 2022. For more information, refer to Note 11 to our interim financial statements for the period ended of September 30, 2022. 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 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, and 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 (the "Prospectus Supplement"), as amended by Amendment No.1 and Amendment No.2 (defined below). On March 24, 2022, the Company filed Amendment No. 1 to the Prospectus Supplement ("Amendment No. 1") indicating that it was, at that time, subject to “baby shelf” rules pursuant to Instruction I.B.6. of Form S-3. As such, the Company could not sell more than one-third of the aggregate market value of the voting and non-voting common equity held by non-affiliates, with such aggregate market value calculated using figures from a date or dates, as the case may be, within the preceding 60-days from the date of filing the Annual Report. Pursuant to this baby shelf cap, the Company could not offer to or sell equity securities for more than one-third of its public float, which, limited the aggregate offering price pursuant to the ATM to approximately $18,111. The Company filed Amendment No. 2 to the Prospectus Supplement (“Amendment No. 2”) on March 28, 2022, to reflect that it was no longer subject to the limitations under General Instruction I.B.6 of Form S-3 and, therefore, in accordance with the terms of the Equity Distribution Agreement, the Company may offer and sell its common shares having an aggregate offering price of up to $46,599 from time to time through the Agent. 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. For the three months ended September 30, 2022, the Company had issued and sold 3,947,198 shares pursuant to the ATM offering, for aggregate net proceeds of $4,118, which consisted of gross proceeds of $4,286 and $168 equity issuance costs. For the nine months ended September 30, 2022, the Company had issued and sold a total of 14,994,765 shares pursuant to the ATM offering, for aggregate net proceeds of $26,341, which consisted of gross proceeds of $27,686 less $1,345 of equity issuance costs. Warrants As of September 30, 2022, 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. 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 in the period of change. As of September 30, 2022, the Company performed a valuation of the private warrants and as a result recorded a net gain on remeasurement for the three and nine months ended September 30, 2022, of approximately $196 and $2,009, respectively, in its consolidated statement of operations. As of September 30, 2021, the Company performed a valuation of the private warrants and as a result recorded, in the consolidated statement of operations, a net gain on remeasurement for the three months and nine months ended September 30, 2021 of approximately $9,065 and $5,390, respectively, in its consolidated statement of operations. 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. In May 2022, the Company fully repaid the Herbal Brand loan, and as a result, the Company recognized the remaining amortization balance within interest expense in the consolidated statement of operation. 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. In May 2022, the Company fully repaid the Herbal Brands Loan in the amount of approximately $5,642, including interest and fees, in full satisfaction of Herbal Brands' obligations under the Loan and Security Agreement. As a result of the full repayment of the Herbal Brand Loan, the Company recorded the remaining amortization balance of the Rock Cliff Warrants within interest and amortization of debt issuance cost in the consolidated statement of operation as of June 30, 2022. During the three and nine months ended September 30, 2022, the Company amortized $nil and $200, respectively, to interest expense. During the three and nine months ended September 30, 2021, the Company amortized $38 and $113, respectively, to interest expense. |
GENERAL AND ADMINISTRATION
GENERAL AND ADMINISTRATION | 9 Months Ended |
Sep. 30, 2022 | |
General and Administrative Expense [Abstract] | |
GENERAL AND ADMINISTRATION | GENERAL AND ADMINISTRATION The components of general and administrative expenses were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Salaries and benefits $ 3,280 $ 3,838 $ 11,685 $ 10,824 Office and administration 1,201 1,356 3,561 3,822 Professional fees 517 858 3,596 4,665 Share based compensation 958 3,264 2,606 8,137 Rent 257 337 1,047 994 Other (a) (126) 963 (134) 939 Total $ 6,087 $ 10,616 $ 22,361 $ 29,381 (a) For the three and nine months ended September 30, 2021, the Company reclassified $454 and $1,037, respectively, research and development ("R&D") expenses, reported in the previous periods in other general & administrative expense to R&D expense, as presented on the Consolidated Statement of Operations, to conform to the current period presentation. |
RESTRUCTURING EXPENSE
RESTRUCTURING EXPENSE | 9 Months Ended |
Sep. 30, 2022 | |
Restructuring and Related Activities [Abstract] | |
RESTRUCTURING EXPENSE | RESTRUCTURING EXPENSE The Company has been reviewing, planning and implementing various strategic initiatives targeted principally at reducing costs, enhancing organizational efficiency and optimize its business model. As part of this process, the Company recorded a restructuring charge of approximately $4,008 related to asset write off, severance, and other related costs during the three months ended March 31, 2022. Asset write off – With the recent passage of Regulation 227 in February 2022 and the Joint Resolution 539 of 2022 by the Colombian Government in April 2022, the Company will be able to export cannabis flower for medicinal use. With this significant new opportunity opening up, the Company evaluated its current production capacity for cannabis extracts and thus identified the need to scale back on some of the extraction capacity and related assets. Excess assets, including a large extractor, was identified and abandoned for a total of $2,773 during the three months ended March 31, 2022. Reduction-in-workforce - The Company approved plans to reduce its workforce in various departments across multiple geographies to effectively align its resources and manage operating costs, which resulted in a total charge of approximately $1,235 of severance costs for the three months ended March 31, 2022 related to the workforce reductions. As of September 30, 2022, the Company paid $473 and reversed $217 of the total $1,235 of severance costs. At September 30, 2022, the balance of $546 of accrued termination related costs remained outstanding as part of "Other long-term liabilities" on our consolidated statement of financial position. |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
SHARE-BASED COMPENSATION | SHARE-BASED COMPENSATION Stock-Based Compensation Plans The Company's 2018 Equity Incentive Plan, 2020 Equity Incentive Plan and Earnout Plan are described in the Company's 2021 Form 10-K. Share-Based Compensation Expense The following table summarizes the Company's share-based compensation expense for each of its awards, included in the Consolidated Statements of Operations for the three and nine months ended September 30, 2022. Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Share-based compensation award type: Stock Options $ 66 $ 283 $ 336 $ 1,005 RSUs 892 2,981 2,270 7,132 Total Shared Based Compensation Expense $ 958 $ 3,264 2,606 8,137 The Company recognized share-based compensation expense in general and administrative expense. Stock Options The following table is a summary of options activity for the Company’s equity incentive plans for the nine months ended September 30, 2022: Stock Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Balance as at December 31, 2021 784,193 $ 5.91 3.68 $ — Granted 23,114 2.16 7.25 — Exercised (158,882) 0.24 — $ 130 Forfeited (54,427) 7.54 — — Expired (158,104) 5.91 — — Balance as of September 30, 2022 435,894 $ 7.21 2.71 $ — Vested and expected to vest as of September 30, 2022 425,361 $ 7.13 2.74 $ — Vested and exercisable as of September 30, 2022 318,079 $ 6.81 2.15 $ — 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 nine months ended September 30, 2022 and 2021 was $1.95 and $9.97, respectively. The share-based compensation expense related to unvested stock options awards not yet recognized as of September 30, 2022 and December 31, 2021, was $561 and $1,414, respectively, which is expected to be recognized over a weighted average period of 1.2 and 1.4 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 changes in the Company’s time-based restricted share unit activity during the nine months ended September 30, 2022: Restricted Share Units Weighted-Average Grant Date Fair Value Non-vested as of December 31, 2021 502,701 $ 10.93 Granted 2,004,324 2.53 Vested (276,921) 9.19 Canceled/forfeited (648,385) 3.44 Non-vested as of September 30, 2022 1,581,719 $ 3.66 Market-based Restricted Share Units The Company has previously granted RSUs with both a market condition and a service condition (market-based RSUs) to the Company’s employees. No such market-based RSUs were granted during the nine months ended September 30, 2022. The market-based condition for these awards requires that (i) the Company’s common shares 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 shares 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 restricted share units will vest in four equal annual installments on the applicable vesting date. The following table presents the weighted-average assumptions used in the Monte Carlo simulation model to determine the fair value of the market-based restricted share units granted in the nine months ended September 30, 2022: Weighted Average Assumptions Grant date share price $ 2.53 Risk-free interest rate 1.6 % Expected dividend yield 0.0 % Expected volatility 75 % Expected life (in years) 2.54 - 2.36 The following table summarizes the changes in the Company’s market-based restricted share unit activity during the nine months ended September 30, 2022: Restricted Share Units Weighted-Average Grant Date Fair Value Non-vested as of December 31, 2021 1,073,331 $ 12.94 Granted — — Vested (35,268) 13.91 Canceled/forfeited (305,955) 12.84 Non-vested as of September 30, 2022 732,108 $ 12.93 |
REVENUE
REVENUE | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE | REVENUE 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. Disaggregation of Revenue Refer to Note 17 Segment Reporting to our interim financial statements for the period ended of September 30, 2022 for disaggregation of revenue data. Contract Balances The timing of revenue recognition, billing and cash collections results in billed accounts receivable and 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 September 30, 2022, the Company's deferred revenue, included in current liabilities was $1,280. The Company had no deferred revenue, included in non-current liabilities as of September 30, 2022. As of December 31, 2021, the Company's deferred revenue, included in current and non-current liabilities was $653 and $1,548, respectively. |
SEGMENT REPORTING
SEGMENT REPORTING | 9 Months Ended |
Sep. 30, 2022 | |
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/(loss) to consolidated income/(loss) 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 9 and Note 8, respectively. As of September 30, 2022, the Company’s operations were organized in the following two reportable segments: 1. The Cannabinoid operating segment: comprised of the Company’s cultivation, extraction, manufacturing and commercialization of cannabinoid products. This operating segment is in the early stages of commercializing cannabinoid products internationally pursuant to applicable international and domestic legislation, regulations, and other permits. The Company’s principal customers and sales for its products 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 nutraceuticals and other natural remedies, wellness products, detoxification products, nutraceuticals, 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 by reportable segment for the periods presented: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Segment Net Sales: Cannabinoid $ 979 $ 875 $ 4,269 $ 2,131 Non-Cannabinoid 2,326 3,156 8,917 9,049 Total net sales 3,305 4,031 13,186 11,180 Segment Profit (Loss): Cannabinoid $ (4,395) $ (4,391) $ (17,421) $ (10,859) Non-Cannabinoid 95 551 1,109 1,797 Total segment loss $ (4,300) $ (3,840) $ (16,312) $ (9,062) Reconciliation: Total segment loss $ (4,300) $ (3,840) $ (16,312) $ (9,062) Unallocated corporate expenses (1,425) (2,243) (6,802) (8,416) Non-cash share-based compensation (958) (3,264) (2,606) (8,137) Depreciation and amortization (508) (337) (1,562) (1,440) Intangible asset impairment (19,000) — (19,000) — Loss from operations $ (26,191) $ (9,684) $ (46,282) $ (27,055) Loss (gain) on debt extinguishment, net — (3,375) 2,263 (3,375) Gain on remeasurement of warrant liability (196) (9,065) (2,009) (5,390) Gain on investment — — (6,851) — Foreign exchange loss 768 298 1,420 1,137 Interest (income) expense and amortization of debt issuance cost (51) 485 2,719 2,383 Other expense (income), net 101 964 111 (123) (Loss) Income before income tax $ (26,813) $ 1,009 $ (43,935) $ (21,687) The following table disaggregates the Company’s revenue by channel for the periods presented: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Mass retail $ 2,008 $ 1,958 $ 7,243 $ 5,567 Distributors 927 1,650 4,250 4,330 Specialty, health and other retail 282 277 1,234 852 E-commerce 88 146 459 431 Total $ 3,305 $ 4,031 $ 13,186 $ 11,180 The following table represents the Company's revenues attributed to countries based on location of customer: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 United States $ 2,228 $ 3,130 $ 8,736 $ 9,022 Israel 116 $ 226 $ 1,139 $ 424 Australia 333 501 1,017 1,141 Brazil 249 1 1,169 147 Germany 360 25 912 25 Other 19 148 213 421 Total $ 3,305 $ 4,031 $ 13,186 $ 11,180 During the nine months ended September 30, 2022 and 2021, the majority of the Company's net sales for the non-cannabinoid segment were in the U.S., with approximately $8.7 million of non-cannabinoid net sales. Percentage of Revenues Percentage of Accounts Receivable Three Months Ended September 30, Nine Months Ended September 30, September 30, December 31, 2022 2021 2022 2021 2022 2021 Customer A * * * * 24% * Customer B (a) 17% 15% 12% 17% 10% 25% Customer C (b) * * * * 20% 18% Customer E (b) * * * * 13% * * denotes less than 10% (a) net sales attributed are reflected in the non-cannabinoid segments (b) net sales attributed are reflected in the cannabinoid segments September 30, December 31, Long-lived assets Colombia $ 16,722 $ 18,950 Portugal 12,087 11,733 Other (a) 187 249 Total $ 28,996 $ 30,932 (a) “Other” includes long-lived assets primarily in the U.S. Long-lived assets consist of the Company's property plant and equipment assets. |
NET (LOSS) INCOME PER SHARE
NET (LOSS) INCOME PER SHARE | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
NET (LOSS) INCOME PER SHARE | NET (LOSS) INCOME PER SHARE Basic 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 income 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: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Numerator: Net (loss) Income $ (20,163) $ 995 $ (37,349) $ (21,726) Denominator: Weighted-average common shares outstanding - basic and diluted 42,222,564 25,755,972 36,633,222 25,466,404 Net (loss) income per common share- basic and diluted $ (0.48) $ 0.04 $ (1.02) $ (0.85) 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 as of September 30, 2022 and 2021, from the computation of diluted net loss per share attributable to common shareholders because including them would have had an anti-dilutive effect: September 30, 2022 September 30, 2021 Common stock warrants 17,840,951 17,840,951 SAMA earnout shares 570,211 570,211 Stock options 435,894 792,646 Unvested restricted share units 2,313,827 1,846,670 Total 21,160,883 21,050,478 |
LEASES
LEASES | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
LEASES | LEASES On January 1, 2022, we adopted the accounting standard ASC 842, Leases, using the modified retrospective method. We elected this adoption date as our date of initial application. As a result, we have not updated financial information related to, nor have we provided disclosures required under ASC 842 for, periods prior to January 1, 2022. The primary changes to our policies relate to recognizing most leases on our statement of financial position as liabilities with corresponding right-of-use ("ROU") assets. The Company has entered into agreements under which we lease various real estate spaces in North America, Europe and Latin America, under non-cancellable leases that expire on various dates through calendar year 2029. Some of our leases include options to extend the term of such leases for a period from 12 months to 60 months, and/or have options to early terminate the lease. Some of our leases require us to pay certain operating expenses in addition to base rent, such as taxes, insurance and maintenance costs. As the Company’s leases do not typically provide an implicit rate, the Company utilizes the appropriate incremental borrowing rate, determined as the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term and in a similar economic environment. Practical Expedients The modified retrospective approach included a package of optional practical expedients that we elected to apply. Among other things, these expedients permitted us not to reassess prior conclusions regarding lease identification, lease classification and initial direct costs under ASC 842. The Company does not separate lease and non-lease components in determining ROU assets or lease liabilities for real estate leases. Additionally, the Company does not recognize ROU assets or lease liabilities for leases with original terms or renewals of one year or less. Financial Statement Classification Three Months Ended September 30, 2022 Nine Months Ended September 30, 2022 Operating lease costs: Operating lease costs-Fixed General and administrative $ 238 $ 1,026 Operating lease costs-Variable General and administrative $ 39 $ 61 Short term lease costs General and administrative $ 38 $ 139 Sub-lease income General and administrative $ (59) $ (179) Operating lease costs Inventory $ 154 $ 154 Total lease costs $ 410 $ 1,201 The table above includes amounts relating to the Company's lease costs, which includes net costs recognized in our operating expenses during the period, including amounts capitalized as part of the costs of Inventory, in accordance to ASC 330. Variable lease costs primarily include maintenance, utilities and operating expenses that are incremental to the fixed base rent payments and are excluded from the calculation of operating lease liabilities and ROU assets. For the three and nine months ended September 30, 2022, cash paid for amounts associated with our operating lease liabilities were approximately $457 and $1,354, respectively, which were classified as operating activities in the consolidated statement of cash flows. The following table shows our undiscounted future fixed payment obligations under our recognized operating leases and a reconciliation to the operating lease liabilities as of September 30, 2022: Leases and a reconciliation to the operating lease liabilities as of September 30, 2022 Remainder of Year 2022 $ 474 2023 1,487 2024 832 2025 281 2026 131 Thereafter 213 Total future fixed operating lease payments $ 3,418 Less: Imputed interest $ 421 Total operating lease liabilities $ 2,997 Weighted-average remaining lease term - operating leases 2.79 Weighted-average discount rate - operating leases 9.2 % Due to our election to apply the effective date method of adoption for ASC 842, we have included the following additional disclosure under our historical lease accounting under ASC 840. As of December 31, 2021, future minimum lease payments under non-cancelable operating lease were as follows Lease Commitments 2022 $ 1,910 2023 1,562 2024 845 2025 337 2026 152 Thereafter 286 Total $ 5,092 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS No events have occurred subsequent to the balance sheet date and through the date of this filing that would require adjustment to or disclosure in the financial statements. |
BASIS OF PRESENTATION (Policies
BASIS OF PRESENTATION (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Prior Period Reclassifications | Prior Period Reclassifications - Certain prior period reclassifications were made to conform to the current period presentation. These reclassifications had no effect on the previously reported total assets, total liabilities, stockholder's equity, net loss (income) or cash flow. |
Principles of Consolidation | Principles of Consolidation The Financial Statements include the accounts of the Company and its consolidated subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. |
Use of Accounting Estimates | Use of Accounting EstimatesThe preparation of these Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the Financial Statements and accompanying notes in the reported period. These estimates include, but are not limited to, allowance for doubtful accounts, inventory valuation, determination of fair value of stock-based awards and estimate of incremental borrowing rate for determining the present value of future lease payments, intangible assets, useful lives of property and equipment, revenue recognition and income taxes and related tax asset valuation allowances. 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. |
Recently Adopted Accounting Pronouncements and Recently Issued Accounting Pronouncements Not Yet Adopted | Recently Adopted Accounting Pronouncements ASU No. 2016-02, Leases (Topic 842) In February 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update ("ASU") No. 2016-02, Leases ("ASU 2016-02") and in July 2018, the FASB issued ASU 2018-11, Leases (Topic 842): Targeted Improvements ("ASU 2018-11") (collectively referred to as "ASC 842"). This guidance requires the recognition of right-of-use ("ROU") assets and lease liabilities, arising from financing and operating leases, on the consolidated balance sheet, along with additional qualitative and quantitative disclosures. Companies are required to adopt this guidance using a modified retrospective approach and apply the transition provisions under the guidance at either 1) the later of the beginning of the earliest comparative period presented in the financial statements and the commencement date of the lease, or 2) the beginning of the period of adoption (i.e., on the effective date). Under the transition method using the second application date, a company initially applies the new leases standard at the adoption date and recognizes a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The Company adopted the guidance on January 1, 2022, beginning of our calendar year 2022, using the modified retrospective transition method and initially applied the transition provisions at January 1, 2022, which allowed us to continue to apply the legacy guidance in ASC 840 for periods prior to calendar year 2022. We elected the package of transition practical expedients, which among other things, allows us to keep the historical lease classifications and not have to reassess the lease classification for any existing leases as of the date of adoption. We also made the following accounting policy elections as allowed by ASC 842: • to apply the short-term lease exception, which allows us to keep leases with an initial term of twelve months or less off the statement of financial position. • to account for each separate lease component of a contract and its associated non-lease components as a single-lease component for all our leases. As a result of the adoption of this standard, there was no adjustment to the opening balance of retained earnings as there was no cumulative effect adjustment at the date of adoption. Accordingly, the primary impact of adopting ASC 842 was the recognition of ROU assets and lease liabilities for operating leases of approximately $4,120 and $4,120, respectively for all existing leases which had remaining obligations as of January 1, 2022. ASC 842 did not have a material impact on our results of operations or statement of cash flow. ASU No. 2021-04, Earnings Per Share (Topic 260) 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 adoption of ASU No.2021-04 did not have a material impact on the Company's consolidated financial statements. Recently Issued Accounting Pronouncements Not Yet Adopted ASU No. 2020-06, Debt (Topic 815) 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. ASU No. 2016-13- Credit Losses on Financial Instruments (Topic 326) 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 the Company’s fiscal year beginning January 1, 2023. The Company is currently evaluating the effect of adopting ASU No 2016-13. |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
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 September 30, 2022 Assets: Investment – Cansativa — — 5,406 5,406 Total Assets $ — $ — $ 5,406 $ 5,406 Liabilities: Loans and borrowings — 1,903 — 1,903 Warrant liability — — 196 196 Total Liabilities $ — $ 1,903 $ 196 $ 2,099 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 |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | The following table provides a summary of changes in fair value of the Company’s Level 3 investments for the nine months ended September 30, 2022: Level 3 Balance, December 31, 2021 (Measured at equity method) $ 1,458 Share of Equity investment loss $ (64) Balance, March 31, 2022 $ 1,394 Sale on investments $ (515) Gain due to change in fair value included in earnings $ 4,868 Balance, June 30, 2022 $ 5,747 Change in value due to foreign exchange loss $ (341) Balance, September 30, 2022 $ 5,406 |
Schedule of Changes in the Fair Value of Warrant Liabilities | The change in fair value of warrant liabilities related to private warrants during the nine months ended September 30, 2022, is as follows: Private Placement Warrants: Total Warrant Liability Warrant liability at December 31, 2021 $ 2,205 Change in fair value of warrant liability (490) Warrant liabilities at March 31, 2022 $ 1,715 Change in fair value of warrant liability (1,323) Warrant liabilities at June 30, 2022 $ 392 Change in fair value of warrant liability (196) Warrant liabilities at September 30, 2022 $ 196 |
Fair Value Measurement Inputs and Valuation Techniques | 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 September 30, 2022 and December 31, 2021: As of September 30, December 31, Risk-free interest rate 4.23% 1.11% Expected volatility 95% 60% Share Price $0.60 $3.10 Exercise Price $11.50 $11.50 Expiration date December 18, 2025 December 18, 2025 The following table presents the weighted-average assumptions used in the Monte Carlo simulation model to determine the fair value of the market-based restricted share units granted in the nine months ended September 30, 2022: Weighted Average Assumptions Grant date share price $ 2.53 Risk-free interest rate 1.6 % Expected dividend yield 0.0 % Expected volatility 75 % Expected life (in years) 2.54 - 2.36 |
INVENTORIES, NET (Tables)
INVENTORIES, NET (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories are comprised of the following items as of the periods presented: September 30, December 31, Raw materials $ 1,471 $ 1,477 Work in progress – cultivated cannabis 3,331 1,241 Work in progress – harvested cannabis and extracts 466 1,070 Finished goods – cannabis extracts 10,640 11,432 Finished goods – other 745 188 Total $ 16,653 $ 15,408 |
PREPAID, DEPOSITS AND OTHER R_2
PREPAID, DEPOSITS AND OTHER RECEIVABLES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Prepaids, Deposits and Other Receivables | Prepaid, deposits and other receivables are comprised of the following items as of the periods presented: September 30, December 31, Prepaid expenses $ 1,597 $ 935 Indirect tax receivable 1,841 2,322 Deposits 51 47 Other receivable and advances 206 1,760 Total $ 3,695 $ 5,064 |
INTANGIBLE ASSETS, NET (Tables)
INTANGIBLE ASSETS, NET (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
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 September 30, 2022 and December 31, 2021. The value of product formulation intangible asset is included in the value of Brand: September 30, 2022 Gross Accumulated Net Weighted- Finite-lived intangible assets: Customer contracts $ 925 $ 925 $ — 0.0 Customer relationships 1,000 624 376 3.2 Customer list 650 444 206 1.6 Brand 4,500 1,537 2,963 6.6 Total finite-lived intangible assets $ 7,075 $ 3,530 $ 3,545 Indefinite-lived intangible assets: Licenses $ 19,000 N/A $ 19,000 Licenses-impairment (19,000) N/A (19,000) Total indefinite-lived intangible assets $ — N/A $ — Total intangible assets $ 7,075 $ 3,530 $ 3,545 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 4,500 1,200 3,300 7.3 Total finite-lived intangible assets $ 7,075 $ 2,958 $ 4,117 Indefinite-lived intangible assets: Licenses $ 19,000 N/A $ 19,000 Total intangible assets $ 26,075 $ 2,958 $ 23,117 |
Schedule of Finite-Lived Intangible Assets | The following tables present details of the Company’s total intangible assets as of September 30, 2022 and December 31, 2021. The value of product formulation intangible asset is included in the value of Brand: September 30, 2022 Gross Accumulated Net Weighted- Finite-lived intangible assets: Customer contracts $ 925 $ 925 $ — 0.0 Customer relationships 1,000 624 376 3.2 Customer list 650 444 206 1.6 Brand 4,500 1,537 2,963 6.6 Total finite-lived intangible assets $ 7,075 $ 3,530 $ 3,545 Indefinite-lived intangible assets: Licenses $ 19,000 N/A $ 19,000 Licenses-impairment (19,000) N/A (19,000) Total indefinite-lived intangible assets $ — N/A $ — Total intangible assets $ 7,075 $ 3,530 $ 3,545 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 4,500 1,200 3,300 7.3 Total finite-lived intangible assets $ 7,075 $ 2,958 $ 4,117 Indefinite-lived intangible assets: Licenses $ 19,000 N/A $ 19,000 Total intangible assets $ 26,075 $ 2,958 $ 23,117 |
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 September 30, 2022: Estimated 2022 $ 221 2023 715 2024 542 2025 542 2026 482 Thereafter 1,043 Total $ 3,545 |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT, NET (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | Property, plant and equipment, net consisted of the following: September 30, December 31, Land $ 5,065 $ 5,065 Building & warehouse 16,375 13,381 Laboratory equipment 6,399 6,295 Agricultural equipment 2,467 2,404 Computer equipment 1,725 1,681 Furniture & appliances 829 852 Construction in progress (a) 2,769 5,709 Other 1,246 1,247 Property, plant and equipment, gross 36,875 36,634 Less: accumulated depreciation (7,879) (5,702) Property, plant and equipment, net $ 28,996 $ 30,932 (a) Construction in progress primarily relates to on-going construction of the Company's Colombian and Portugal facilities |
DEBT (Tables)
DEBT (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | September 30, December 31, Convertible Notes due 2024, current portion (a) $ — $ 16,559 Herbal Brands Loan due May 2023, current portion — 470 Other loans and borrowings, current portion 520 479 Total debt, current portion $ 520 $ 17,508 Convertible notes due 2024 — 1,140 Herbal Brands Loan due May 2023 (b) — 4,760 Other loans and borrowings, net 1,383 1,687 Total debt, long term $ 1,383 $ 7,587 Ending balance $ 1,903 $ 25,095 (a) Convertible Note, current portion is reflected net of debt discount and debt issuance costs of $2,197 as of December 31, 2021. (b) Herbal Brand's Loan, non-current is reflected net of debt issuance costs o f $410 in as of December 31, 2021. |
GENERAL AND ADMINISTRATION (Tab
GENERAL AND ADMINISTRATION (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
General and Administrative Expense [Abstract] | |
Schedule of General And Administrative Expenses | The components of general and administrative expenses were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Salaries and benefits $ 3,280 $ 3,838 $ 11,685 $ 10,824 Office and administration 1,201 1,356 3,561 3,822 Professional fees 517 858 3,596 4,665 Share based compensation 958 3,264 2,606 8,137 Rent 257 337 1,047 994 Other (a) (126) 963 (134) 939 Total $ 6,087 $ 10,616 $ 22,361 $ 29,381 (a) For the three and nine months ended September 30, 2021, the Company reclassified $454 and $1,037, respectively, research and development ("R&D") expenses, reported in the previous periods in other general & administrative expense to R&D expense, as presented on the Consolidated Statement of Operations, to conform to the current period presentation. |
SHARE-BASED COMPENSATION (Table
SHARE-BASED COMPENSATION (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Share-Based Compensation Expense | The following table summarizes the Company's share-based compensation expense for each of its awards, included in the Consolidated Statements of Operations for the three and nine months ended September 30, 2022. Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Share-based compensation award type: Stock Options $ 66 $ 283 $ 336 $ 1,005 RSUs 892 2,981 2,270 7,132 Total Shared Based Compensation Expense $ 958 $ 3,264 2,606 8,137 |
Schedule of Share-based Payment Arrangement, Option, Activity | The following table is a summary of options activity for the Company’s equity incentive plans for the nine months ended September 30, 2022: Stock Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Balance as at December 31, 2021 784,193 $ 5.91 3.68 $ — Granted 23,114 2.16 7.25 — Exercised (158,882) 0.24 — $ 130 Forfeited (54,427) 7.54 — — Expired (158,104) 5.91 — — Balance as of September 30, 2022 435,894 $ 7.21 2.71 $ — Vested and expected to vest as of September 30, 2022 425,361 $ 7.13 2.74 $ — Vested and exercisable as of September 30, 2022 318,079 $ 6.81 2.15 $ — |
Schedule of Unvested Restricted Stock Units Roll Forward | The following table summarizes the changes in the Company’s time-based restricted share unit activity during the nine months ended September 30, 2022: Restricted Share Units Weighted-Average Grant Date Fair Value Non-vested as of December 31, 2021 502,701 $ 10.93 Granted 2,004,324 2.53 Vested (276,921) 9.19 Canceled/forfeited (648,385) 3.44 Non-vested as of September 30, 2022 1,581,719 $ 3.66 The following table summarizes the changes in the Company’s market-based restricted share unit activity during the nine months ended September 30, 2022: Restricted Share Units Weighted-Average Grant Date Fair Value Non-vested as of December 31, 2021 1,073,331 $ 12.94 Granted — — Vested (35,268) 13.91 Canceled/forfeited (305,955) 12.84 Non-vested as of September 30, 2022 732,108 $ 12.93 |
Fair Value Measurement Inputs and Valuation Techniques | 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 September 30, 2022 and December 31, 2021: As of September 30, December 31, Risk-free interest rate 4.23% 1.11% Expected volatility 95% 60% Share Price $0.60 $3.10 Exercise Price $11.50 $11.50 Expiration date December 18, 2025 December 18, 2025 The following table presents the weighted-average assumptions used in the Monte Carlo simulation model to determine the fair value of the market-based restricted share units granted in the nine months ended September 30, 2022: Weighted Average Assumptions Grant date share price $ 2.53 Risk-free interest rate 1.6 % Expected dividend yield 0.0 % Expected volatility 75 % Expected life (in years) 2.54 - 2.36 |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
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 by reportable segment for the periods presented: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Segment Net Sales: Cannabinoid $ 979 $ 875 $ 4,269 $ 2,131 Non-Cannabinoid 2,326 3,156 8,917 9,049 Total net sales 3,305 4,031 13,186 11,180 Segment Profit (Loss): Cannabinoid $ (4,395) $ (4,391) $ (17,421) $ (10,859) Non-Cannabinoid 95 551 1,109 1,797 Total segment loss $ (4,300) $ (3,840) $ (16,312) $ (9,062) Reconciliation: Total segment loss $ (4,300) $ (3,840) $ (16,312) $ (9,062) Unallocated corporate expenses (1,425) (2,243) (6,802) (8,416) Non-cash share-based compensation (958) (3,264) (2,606) (8,137) Depreciation and amortization (508) (337) (1,562) (1,440) Intangible asset impairment (19,000) — (19,000) — Loss from operations $ (26,191) $ (9,684) $ (46,282) $ (27,055) Loss (gain) on debt extinguishment, net — (3,375) 2,263 (3,375) Gain on remeasurement of warrant liability (196) (9,065) (2,009) (5,390) Gain on investment — — (6,851) — Foreign exchange loss 768 298 1,420 1,137 Interest (income) expense and amortization of debt issuance cost (51) 485 2,719 2,383 Other expense (income), net 101 964 111 (123) (Loss) Income before income tax $ (26,813) $ 1,009 $ (43,935) $ (21,687) |
Disaggregation of Revenue | The following table disaggregates the Company’s revenue by channel for the periods presented: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Mass retail $ 2,008 $ 1,958 $ 7,243 $ 5,567 Distributors 927 1,650 4,250 4,330 Specialty, health and other retail 282 277 1,234 852 E-commerce 88 146 459 431 Total $ 3,305 $ 4,031 $ 13,186 $ 11,180 The following table represents the Company's revenues attributed to countries based on location of customer: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 United States $ 2,228 $ 3,130 $ 8,736 $ 9,022 Israel 116 $ 226 $ 1,139 $ 424 Australia 333 501 1,017 1,141 Brazil 249 1 1,169 147 Germany 360 25 912 25 Other 19 148 213 421 Total $ 3,305 $ 4,031 $ 13,186 $ 11,180 |
Schedule of Revenue by Major Customers by Reporting Segments | During the nine months ended September 30, 2022 and 2021, the majority of the Company's net sales for the non-cannabinoid segment were in the U.S., with approximately $8.7 million of non-cannabinoid net sales. Percentage of Revenues Percentage of Accounts Receivable Three Months Ended September 30, Nine Months Ended September 30, September 30, December 31, 2022 2021 2022 2021 2022 2021 Customer A * * * * 24% * Customer B (a) 17% 15% 12% 17% 10% 25% Customer C (b) * * * * 20% 18% Customer E (b) * * * * 13% * * denotes less than 10% (a) net sales attributed are reflected in the non-cannabinoid segments (b) net sales attributed are reflected in the cannabinoid segments |
Long-lived Assets by Geographic Areas | September 30, December 31, Long-lived assets Colombia $ 16,722 $ 18,950 Portugal 12,087 11,733 Other (a) 187 249 Total $ 28,996 $ 30,932 (a) “Other” includes long-lived assets primarily in the U.S. |
NET (LOSS) INCOME PER SHARE (Ta
NET (LOSS) INCOME PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
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: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Numerator: Net (loss) Income $ (20,163) $ 995 $ (37,349) $ (21,726) Denominator: Weighted-average common shares outstanding - basic and diluted 42,222,564 25,755,972 36,633,222 25,466,404 Net (loss) income per common share- basic and diluted $ (0.48) $ 0.04 $ (1.02) $ (0.85) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The Company excluded the following potential common shares, presented based on amounts outstanding as of September 30, 2022 and 2021, from the computation of diluted net loss per share attributable to common shareholders because including them would have had an anti-dilutive effect: September 30, 2022 September 30, 2021 Common stock warrants 17,840,951 17,840,951 SAMA earnout shares 570,211 570,211 Stock options 435,894 792,646 Unvested restricted share units 2,313,827 1,846,670 Total 21,160,883 21,050,478 |
LEASES (Tables)
LEASES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Lease, Cost | Financial Statement Classification Three Months Ended September 30, 2022 Nine Months Ended September 30, 2022 Operating lease costs: Operating lease costs-Fixed General and administrative $ 238 $ 1,026 Operating lease costs-Variable General and administrative $ 39 $ 61 Short term lease costs General and administrative $ 38 $ 139 Sub-lease income General and administrative $ (59) $ (179) Operating lease costs Inventory $ 154 $ 154 Total lease costs $ 410 $ 1,201 |
Schedule of Lessee, Operating Lease, Liability, Maturity | The following table shows our undiscounted future fixed payment obligations under our recognized operating leases and a reconciliation to the operating lease liabilities as of September 30, 2022: Leases and a reconciliation to the operating lease liabilities as of September 30, 2022 Remainder of Year 2022 $ 474 2023 1,487 2024 832 2025 281 2026 131 Thereafter 213 Total future fixed operating lease payments $ 3,418 Less: Imputed interest $ 421 Total operating lease liabilities $ 2,997 Weighted-average remaining lease term - operating leases 2.79 Weighted-average discount rate - operating leases 9.2 % |
Schedule of Future Minimum Rental Payments for Operating Leases | As of December 31, 2021, future minimum lease payments under non-cancelable operating lease were as follows Lease Commitments 2022 $ 1,910 2023 1,562 2024 845 2025 337 2026 152 Thereafter 286 Total $ 5,092 |
BASIS OF PRESENTATION - Narrati
BASIS OF PRESENTATION - Narrative (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Cash and cash equivalents | $ 17,183 | $ 37,226 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Jan. 01, 2022 | Dec. 31, 2021 |
Accounting Changes and Error Corrections [Abstract] | |||
Operating lease right-of-use assets, net | $ 2,869 | $ 4,120 | $ 0 |
Operating lease, liability | $ 2,997 | $ 4,120 |
FAIR VALUE MEASUREMENTS - Fair
FAIR VALUE MEASUREMENTS - Fair Value Hierarchy (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Investment – Cansativa | $ 5,406 | $ 1,458 |
Total Assets | 5,406 | 1,458 |
Loans and borrowings | 1,903 | 7,396 |
Warrant liability | 196 | 2,205 |
Convertible notes | 17,699 | |
Total Liabilities | 2,099 | 27,300 |
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 | |
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 | 1,903 | 7,396 |
Warrant liability | 0 | 0 |
Convertible notes | 17,699 | |
Total Liabilities | 1,903 | 25,095 |
Level 3 | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Investment – Cansativa | 5,406 | 1,458 |
Total Assets | 5,406 | 1,458 |
Loans and borrowings | 0 | 0 |
Warrant liability | 196 | 2,205 |
Convertible notes | 0 | |
Total Liabilities | $ 196 | $ 2,205 |
FAIR VALUE MEASUREMENTS - Summa
FAIR VALUE MEASUREMENTS - Summary of Changes in Fair Value of the Company’s Level 3 Investments (Details) - Equity Method Investments - USD ($) $ in Thousands | 3 Months Ended | ||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Beginning balance | $ 5,747 | $ 1,394 | $ 1,458 |
Share of Equity investment loss | (64) | ||
Sale on investments | (515) | ||
Gain due to change in fair value included in earnings | 4,868 | ||
Change in value due to foreign exchange loss | (341) | ||
Ending balance | $ 5,406 | $ 5,747 | $ 1,394 |
FAIR VALUE MEASUREMENTS - Chang
FAIR VALUE MEASUREMENTS - Change in Fair Value (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | |
Changes of Fair Value of Warrant Liabilities [Roll Forward] | |||||
Change in fair value of warrant liability | $ (2,009) | $ (5,390) | |||
Private warrant | |||||
Changes of Fair Value of Warrant Liabilities [Roll Forward] | |||||
Warrant liability, beginning of period | $ 392 | $ 1,715 | $ 2,205 | 2,205 | |
Change in fair value of warrant liability | (196) | (1,323) | (490) | ||
Warrant liability, end of period | $ 196 | $ 392 | $ 1,715 | $ 196 |
FAIR VALUE MEASUREMENTS - Warra
FAIR VALUE MEASUREMENTS - Warrant Assumptions (Details) | Sep. 30, 2022 $ / shares | Dec. 31, 2021 $ / shares |
Risk-free interest rate | ||
Class of Warrant or Right [Line Items] | ||
Warrants and rights outstanding, measurement input | 0.0423 | 0.0111 |
Expected volatility | ||
Class of Warrant or Right [Line Items] | ||
Warrants and rights outstanding, measurement input | 0.95 | 0.60 |
Share Price | ||
Class of Warrant or Right [Line Items] | ||
Warrants and rights outstanding, measurement input | 0.60 | 3.10 |
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 | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Inventory [Line Items] | |||||
Raw materials | $ 1,471 | $ 1,471 | $ 1,477 | ||
Total | 16,653 | 16,653 | 15,408 | ||
Inventory provisions | 1,696 | $ 693 | 3,822 | $ 1,496 | |
Consignment inventory | 196 | 196 | 66 | ||
Cultivated Cannabis | |||||
Inventory [Line Items] | |||||
Work in progress | 3,331 | 3,331 | 1,241 | ||
Harvested Cannabis And Extracts | |||||
Inventory [Line Items] | |||||
Work in progress | 466 | 466 | 1,070 | ||
Cannabis Extracts | |||||
Inventory [Line Items] | |||||
Finished goods | 10,640 | 10,640 | 11,432 | ||
Other | |||||
Inventory [Line Items] | |||||
Finished goods | $ 745 | $ 745 | $ 188 |
PREPAID, DEPOSITS AND OTHER R_3
PREPAID, DEPOSITS AND OTHER RECEIVABLES - Components of Prepaids, Deposits and Other Receivables (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Prepaid expenses | $ 1,597 | $ 935 |
Indirect tax receivable | 1,841 | 2,322 |
Deposits | 51 | 47 |
Other receivable and advances | 206 | 1,760 |
Prepaids, deposits and other receivables | $ 3,695 | $ 5,064 |
INVESTMENTS - Narrative (Detail
INVESTMENTS - Narrative (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||||||||||||||
Dec. 21, 2018 EUR (€) | Apr. 30, 2022 USD ($) shares | Apr. 30, 2022 EUR (€) shares | Dec. 31, 2020 USD ($) | Jan. 31, 2019 EUR (€) | Sep. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2020 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 € / shares | Dec. 01, 2020 | Nov. 30, 2020 | Sep. 30, 2020 EUR (€) | Sep. 30, 2019 USD ($) shares | Sep. 30, 2019 EUR (€) shares | Dec. 21, 2018 USD ($) investor shares | Dec. 21, 2018 EUR (€) investor € / shares shares | |
Summary of Investment Holdings [Line Items] | ||||||||||||||||||||
Investment – Cansativa | $ | $ 5,406,000 | $ 5,406,000 | $ 1,458,000 | |||||||||||||||||
Goodwill | $ | $ 0 | |||||||||||||||||||
Gain (loss) on investment | $ | 0 | $ 0 | (6,851,000) | $ 0 | ||||||||||||||||
Equity method investments sold amount | $ | 2,498,000 | 0 | ||||||||||||||||||
Net losses from investments | $ | 0 | 14,000 | $ 64,000 | 39,000 | ||||||||||||||||
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 3.1, (i.e., EUR 1.00 per share) upon signing the investment agreement to demonstrate the Company’s intent to invest, and the remainder of EUR 996.82 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 accounted 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, the balance of Tranche 2 option expired un-exercised and as a result the Company recognized a loss on investment of approximately $370 in its Statement of Operations 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 sale 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. In April 2022, the Company sold 1,586 shares in Cansativa to an unrelated third-party for approximately EUR 2,300. Additionally Cansativa issued 10,184 series B and 992 ESOP shares. As a result, the Company's equity ownership of Cansativa, on a fully diluted basis, decreased from 14.22% to 7.6% of the book value of Cansativa net assets. Furthermore, the Company relinquished the board seat, indicating that the Company's influence was no longer "significant", to which the equity method of accounting was applicable. Going forward, the Company will account for this investment under ASC 321, Investments – Equity Securities. The Company will utilize the practical expedient under ASC 321 as the investment does not qualify for the practical expedient under ASC 820 and there is no readily determinable fair value for these privately held shares of Cansativa on a recurring basis. At the time of the sale, the Company compared the transaction value of the shares sold to the carrying value of shares sold and recognized a gain of $1,983. Immediately following the sale, the Company then remeasured its retained interest which resulted in an additional gain of $4,868. As a result, a total of $6,851 is recorded in other income in the Consolidated Statements of Operations during the quarter ending June 30, 2022. Using the measurement alternative, as defined in ASC 321, the Company will remeasure the value of its retained interest if and when additional sales of Cansativa shares occur with third parties. | |||||||||||||||||||
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 | 7.60% | |||||||||||||||||||
Gain (loss) on investment | $ | $ 211,000 | $ 6,851,000 | ||||||||||||||||||
Sale of stock, number of shares issued/sold in transaction (in shares) | shares | 1,586 | 1,586 | ||||||||||||||||||
Equity method investments sold amount | € 2,300,000 | |||||||||||||||||||
Equity method investment, gain recognized | $ | $ 1,983,000 | |||||||||||||||||||
Investments, additional gain (loss) recognized | $ | $ 4,868,000 | |||||||||||||||||||
Net losses from investments | $ | $ 0 | $ 14,000 | $ 64,000 | $ 39,000 | ||||||||||||||||
Cansativa | Cansativa, Employee Stock Ownership Plan (ESOP) | ||||||||||||||||||||
Summary of Investment Holdings [Line Items] | ||||||||||||||||||||
Shares issued (in shares) | shares | 992 | |||||||||||||||||||
Cansativa | Common Stock | ||||||||||||||||||||
Summary of Investment Holdings [Line Items] | ||||||||||||||||||||
Number of shares registered and fully paid-in capital (in shares) | shares | 26,318 | 26,318 | ||||||||||||||||||
Cansativa | Preferred Shares | Series B Preferred Stock | ||||||||||||||||||||
Summary of Investment Holdings [Line Items] | ||||||||||||||||||||
Shares issued (in shares) | shares | 10,184 | |||||||||||||||||||
Cansativa | Seed Financing Round | ||||||||||||||||||||
Summary of Investment Holdings [Line Items] | ||||||||||||||||||||
Investments, net | € 7,000,000 | |||||||||||||||||||
Number of investment tranches | investor | 3 | 3 | ||||||||||||||||||
Percentage of interest held | 10.53% | 10.53% | ||||||||||||||||||
Payments to acquire investments | € 3,100 | € 996,820 | ||||||||||||||||||
Share price (Euro per share) | € / shares | € 1 | |||||||||||||||||||
Investment – Cansativa | $ 1,075,000 | € 999,920 | ||||||||||||||||||
Investments, initial amount | 3,100 | |||||||||||||||||||
Investments, capital reverse payment | 996,820 | |||||||||||||||||||
Investments, additional | $ 722,000 | € 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% | 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 | $ 1,075,000 | 999,920 | ||||||||||||||||||
Cansativa | Tranche Two | Seed Financing Round | ||||||||||||||||||||
Summary of Investment Holdings [Line Items] | ||||||||||||||||||||
Investments, gross | € 0 | 3,000,000 | ||||||||||||||||||
Gain (loss) on investment | $ | $ (370,000) | |||||||||||||||||||
Cansativa | Tranche Three | Seed Financing Round | ||||||||||||||||||||
Summary of Investment Holdings [Line Items] | ||||||||||||||||||||
Investments, gross | € 3,000,000 |
INTANGIBLE ASSETS, NET - Narrat
INTANGIBLE ASSETS, NET - Narrative (Details) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Dec. 31, 2019 USD ($) | Dec. 31, 2018 USD ($) | |
Finite-Lived Intangible Assets [Line Items] | ||||||
Amortization of intangible assets | $ 191,000 | $ 191,000 | $ 573,000 | $ 972,000 | ||
Intangible asset impairment | 19,000,000 | $ 0 | 19,000,000 | $ 0 | ||
Licenses | ||||||
Indefinite-lived Intangible Assets [Line Items] | ||||||
Indefinite-lived intangible assets acquired | $ 19,000,000 | |||||
Intangible assets impairment charge | 19,000,000 | 19,000,000 | ||||
Deferred tax liabilities, intangible assets write-off | $ 6,650,000 | $ 6,650,000 | ||||
Licenses | Measurement Input, Weighted Average Cost of Capital | Discounted Future Cash Flow | ||||||
Indefinite-lived Intangible Assets [Line Items] | ||||||
Intangible assets, measurement input | 0.22 | 0.22 | ||||
Herbal Brands, Inc. | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Finite-lived intangible assets acquired | $ 7,075,000 |
INTANGIBLE ASSETS, NET - Compon
INTANGIBLE ASSETS, NET - Components of Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | $ 7,075 | $ 7,075 | $ 7,075 |
Accumulated Amortization | 3,530 | 3,530 | 2,958 |
Net Carrying Amount | 3,545 | 3,545 | 4,117 |
Indefinite-lived Intangible Assets [Line Items] | |||
Net Carrying Amount | 0 | 0 | |
Gross Carrying Amount | 7,075 | 7,075 | 26,075 |
Accumulated Amortization | 3,530 | 3,530 | 2,958 |
Net Carrying Amount | 3,545 | 3,545 | 23,117 |
Licenses | |||
Indefinite-lived Intangible Assets [Line Items] | |||
Net Carrying Amount | 19,000 | 19,000 | 19,000 |
Indefinite-lived intangible assets impairment | (19,000) | (19,000) | |
Customer contracts | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 925 | 925 | 925 |
Accumulated Amortization | 925 | 925 | 925 |
Net Carrying Amount | 0 | $ 0 | $ 0 |
Weighted- Average Useful Life (in Years) | 0 years | 0 years | |
Indefinite-lived Intangible Assets [Line Items] | |||
Accumulated Amortization | 925 | $ 925 | $ 925 |
Customer relationships | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 1,000 | 1,000 | 1,000 |
Accumulated Amortization | 624 | 624 | 487 |
Net Carrying Amount | 376 | $ 376 | $ 513 |
Weighted- Average Useful Life (in Years) | 3 years 2 months 12 days | 3 years 4 months 24 days | |
Indefinite-lived Intangible Assets [Line Items] | |||
Accumulated Amortization | 624 | $ 624 | $ 487 |
Customer list | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 650 | 650 | 650 |
Accumulated Amortization | 444 | 444 | 346 |
Net Carrying Amount | 206 | $ 206 | $ 304 |
Weighted- Average Useful Life (in Years) | 1 year 7 months 6 days | 2 years 3 months 18 days | |
Indefinite-lived Intangible Assets [Line Items] | |||
Accumulated Amortization | 444 | $ 444 | $ 346 |
Brand | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 4,500 | 4,500 | 4,500 |
Accumulated Amortization | 1,537 | 1,537 | 1,200 |
Net Carrying Amount | 2,963 | $ 2,963 | $ 3,300 |
Weighted- Average Useful Life (in Years) | 6 years 7 months 6 days | 7 years 3 months 18 days | |
Indefinite-lived Intangible Assets [Line Items] | |||
Accumulated Amortization | $ 1,537 | $ 1,537 | $ 1,200 |
INTANGIBLE ASSETS, NET - Amorti
INTANGIBLE ASSETS, NET - Amortization Expense (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2022 | $ 221 | |
2023 | 715 | |
2024 | 542 | |
2025 | 542 | |
2026 | 482 | |
Thereafter | 1,043 | |
Net Carrying Amount | $ 3,545 | $ 4,117 |
GOODWILL - Narrative (Details)
GOODWILL - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended |
Dec. 31, 2021 | Sep. 30, 2022 | |
Goodwill [Line Items] | ||
Goodwill | $ 0 | |
Discounted Future Cash Flow | ||
Goodwill [Line Items] | ||
Impairment analysis, weighted-average cost of capital | 14% | |
Impairment analysis, perpetual growth rate | 3% | |
Cannabinoid | ||
Goodwill [Line Items] | ||
Goodwill impairment | $ 18,508,000 |
PROPERTY, PLANT AND EQUIPMENT_3
PROPERTY, PLANT AND EQUIPMENT, NET - Components (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 36,875 | $ 36,634 |
Less: accumulated depreciation | (7,879) | (5,702) |
Property, plant and equipment, net | 28,996 | 30,932 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 5,065 | 5,065 |
Building & warehouse | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 16,375 | 13,381 |
Laboratory equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 6,399 | 6,295 |
Agricultural equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 2,467 | 2,404 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 1,725 | 1,681 |
Furniture & appliances | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 829 | 852 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 2,769 | 5,709 |
Other | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 1,246 | $ 1,247 |
DEBT - Components of Debt (Deta
DEBT - Components of Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Jul. 19, 2021 |
Debt Instrument [Line Items] | |||
Total debt, current portion | $ 520 | $ 17,508 | |
Total debt, long term | 1,383 | 7,587 | |
Ending balance | 1,903 | 25,095 | |
Convertible Notes Due 2024 | |||
Debt Instrument [Line Items] | |||
Debt discount and debt issuance costs | $ 965 | ||
Debt issuance costs, net | $ 630 | ||
Convertible Notes Due 2024 | Convertible notes | |||
Debt Instrument [Line Items] | |||
Total debt, long term | 0 | 1,140 | |
Convertible Notes Due 2024 | Convertible notes | |||
Debt Instrument [Line Items] | |||
Total debt, current portion | 0 | 16,559 | |
Debt discount and debt issuance costs | 2,197 | ||
Herbal Brands Loan due May 2023 | |||
Debt Instrument [Line Items] | |||
Total debt, current portion | 0 | 470 | |
Total debt, long term | 0 | 4,760 | |
Debt issuance costs, net | 410 | ||
Other loans and borrowings | |||
Debt Instrument [Line Items] | |||
Total debt, current portion | 520 | 479 | |
Total debt, long term | $ 1,383 | $ 1,687 |
DEBT - Herbal Brands Loan due M
DEBT - Herbal Brands Loan due May 2023 (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||||
May 31, 2022 | Aug. 31, 2020 | May 31, 2019 | Apr. 30, 2019 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 18, 2020 | |
Debt Instrument [Line Items] | ||||||||||
Loans and borrowings | $ 1,903,000 | $ 1,903,000 | $ 7,396,000 | |||||||
Strike price (USD per share) | $ 11.50 | $ 11.50 | ||||||||
Long-term debt | $ 1,903,000 | $ 1,903,000 | 25,095,000 | |||||||
Herbal Brands, Inc. | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Long-term debt | 0 | 0 | ||||||||
Herbal Brands, Inc. | Rock Cliff | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Number of securities called by warrants or rights (in shares) | 63,597 | |||||||||
Strike price (USD per share) | $ 26.73 | $ 26.73 | ||||||||
Herbal Brands, Inc. | Rock Cliff | Series C Preferred Stock | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Class of warrant or right, fair value | $ 717,000 | |||||||||
Number of securities called by warrants or rights (in shares) | 193,402 | |||||||||
Strike price (USD per share) | $ 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 | |||||||||
Herbal Brands, Inc. | Herbal Brands Loan, non-revolving | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, face amount | $ 8,500,000 | |||||||||
Interest rate | 8% | |||||||||
Percentage of repayment of positive operating cash flow | 85% | |||||||||
Prepayment option, fee | $ 0 | |||||||||
Prepayment option, interest payments | $ 2,338,000,000 | |||||||||
Incremental interest rate | 4% | |||||||||
Debt issuance costs, net | $ 400,000 | |||||||||
Repayments of debt | $ 5,642,000 | 5,642,000 | $ 269,000 | 5,642,000 | $ 1,376,000 | |||||
Interest expense, debt | $ 0 | $ 174,000 | $ 715,000 | $ 564,000 |
DEBT - 2024 Note Purchase Agree
DEBT - 2024 Note Purchase Agreement (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Jan. 13, 2022 USD ($) day $ / shares | Jul. 19, 2021 USD ($) $ / shares | Jun. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) | Sep. 30, 2022 USD ($) shares | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | |
Debt Instrument [Line Items] | |||||||
Beneficial conversion feature | $ 1,749,000 | ||||||
Beneficial conversion feature | $ 1,749,000 | $ 0 | |||||
Loss (gain) on debt extinguishment, net | (2,263,000) | 3,375,000 | |||||
Repayments of debt | 22,897,000 | $ 26,363,000 | |||||
Convertible notes payable | 0 | $ 16,559,000 | |||||
Additional Paid-in Capital | |||||||
Debt Instrument [Line Items] | |||||||
Beneficial conversion feature | 1,749,000 | ||||||
Convertible Notes Due 2024 | |||||||
Debt Instrument [Line Items] | |||||||
Convertible notes | $ 25,000,000 | ||||||
Debt instrument, term | 3 years | ||||||
Interest rate | 5% | ||||||
Convertible, conversion price (USD per share) | $ / shares | $ 2.208 | $ 13.50 | |||||
Convertible, conversion term from issuance | 1 year | ||||||
Discount rate on redemption date | 8% | 8% | |||||
Convertible, optional redemption rate (USD per share) | $ / shares | $ 6.44 | ||||||
Convertible, redemption period | 1 year | ||||||
Share price permitting redemption (USD per share) | $ / shares | $ 2.20 | $ 7 | |||||
Consecutive trading days | 15 days | ||||||
Beneficial ownership, forfeited conversion, percentage of common stock ownership | 9.99% | ||||||
Interest rate, Increase due to default | 5% | ||||||
Interest rate if default occurs | 10% | ||||||
Failure to delivery, cash penalty percentage | 0.75% | ||||||
Amortization of interest expense | 3,519,000 | ||||||
Convertible, beneficial conversion feature, intrinsic value | $ 1,749,000 | $ 9,496,000 | |||||
Beneficial conversion feature | $ 1,749,000 | 4,748,000 | |||||
Debt issuance costs | 630,000 | ||||||
Debt discount | 335,000 | ||||||
Debt discount and debt issuance costs | $ 965,000 | ||||||
Debt, convertible, discount rate on volume weighted average trading price | 8% | ||||||
Debt, convertible, volume weighted average trading price term | 4 days | ||||||
Debt, convertible, threshold trading days | day | 10 | ||||||
Debt, convertible, threshold previous trading days | day | 20 | ||||||
Debt, convertible, percentage change in fair value of conversion feature to pro forma carrying amount | 10% | ||||||
Loss (gain) on debt extinguishment, net | (2,263,000) | ||||||
Debt, convertible, beneficial conversion feature, discount | $ 105,000 | $ 1,644,000 | |||||
Conversion | 3,363,000 | ||||||
Convertible notes payable | 0 | ||||||
Convertible Notes Due 2024 | Convertible Debt Covenant, Threshold One | |||||||
Debt Instrument [Line Items] | |||||||
Convertible, conversion price (USD per share) | $ / shares | $ 7 | ||||||
Debt instrument, face amount | $ 12,500,000 | ||||||
Convertible Notes Due 2024 | Convertible Debt Covenant, Threshold Two | |||||||
Debt Instrument [Line Items] | |||||||
Convertible, conversion price (USD per share) | $ / shares | $ 7 | ||||||
Convertible Notes Due 2024 | Additional Paid-in Capital | |||||||
Debt Instrument [Line Items] | |||||||
Beneficial conversion feature | $ 4,748,000 | ||||||
Convertible Notes Due 2024 | Common Stock | |||||||
Debt Instrument [Line Items] | |||||||
Repayments of debt, principal | 16,719,000 | ||||||
Interest expense, debt | 27,000 | ||||||
Repayments of debt | $ 16,746,000 | ||||||
Conversion (in shares) | shares | 1,507,000 | ||||||
Convertible Notes 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 Notes Due 2024 | Repayment on less than principal amount | |||||||
Debt Instrument [Line Items] | |||||||
Convertible, election, repayment of principal and accrued interest | $ 2,000,000 | ||||||
Convertible Notes Due 2024 | Base Redemption Amount | |||||||
Debt Instrument [Line Items] | |||||||
Debt redemption amount | $ 2,000,000 | ||||||
Convertible Notes Due 2024 | Additional Redemption Amount | |||||||
Debt Instrument [Line Items] | |||||||
Convertible, conversion price (USD per share) | $ / shares | $ 4.60 | ||||||
Debt, convertible, discount rate on volume weighted average trading price | 8% | ||||||
Debt, convertible, volume weighted average trading price term | 4 days | ||||||
Debt redemption amount | $ 1,500,000 | ||||||
Convertible Notes Due 2024 | Make-Up Base Redemption Amount | |||||||
Debt Instrument [Line Items] | |||||||
Debt redemption amount | $ 4,000,000 | ||||||
Convertible Notes Due 2024 | Make-Up Additional Redemption Amount | |||||||
Debt Instrument [Line Items] | |||||||
Convertible, conversion price (USD per share) | $ / shares | $ 4.60 | ||||||
Debt, convertible, discount rate on volume weighted average trading price | 8% | ||||||
Debt, convertible, volume weighted average trading price term | 4 days | ||||||
Debt redemption amount | $ 3,000,000 | ||||||
Convertible Notes Due 2024 | Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Aggregate purchase price | 12,500,000 | ||||||
Debt instrument, face amount | $ 12,500,000 | ||||||
Share price permitting redemption (USD per share) | $ / shares | $ 7 | ||||||
Convertible Notes Due 2024 | Maximum | Repayment on less than principal amount | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, face amount | $ 12,500,000 | ||||||
Convertible Notes Due 2024 | Minimum | |||||||
Debt Instrument [Line Items] | |||||||
Share price permitting redemption (USD per share) | $ / shares | $ 7 |
DEBT - Other Borrowings (Detail
DEBT - Other Borrowings (Details) € in Thousands, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||||||||
Jan. 31, 2021 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2022 EUR (€) | Sep. 30, 2022 COP ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2022 EUR (€) | Sep. 30, 2022 COP ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 EUR (€) | Sep. 30, 2022 COP ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2021 EUR (€) | Dec. 31, 2021 COP ($) | Jan. 31, 2021 EUR (€) | |
Debt Instrument [Line Items] | |||||||||||||||
Long-term debt | $ 1,903,000 | $ 1,903,000 | $ 25,095,000 | ||||||||||||
Portugal Debt | Foreign Line of Credit | Clever Leaves Portugal Unipessoal LDA | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt instrument, face amount | $ 1,213,000 | € 1,000 | |||||||||||||
Interest expense, debt | 7,000 | € 7 | $ 0 | 24,000 | € 22 | $ 0 | |||||||||
Repayments of debt | 63,000 | € 63 | 200,000 | € 188 | |||||||||||
Long-term debt | 1,013,000 | 1,013,000 | € 813 | 1,213,000 | € 1,000 | ||||||||||
Portugal Debt | Foreign Line of Credit | Clever Leaves Portugal Unipessoal LDA | Euro Interbank Offered Rate (Euribor) | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Basis spread on variable rate | 3% | ||||||||||||||
Coloumbia Debt | Foreign Line of Credit | Ecomedics S.A.S. (“Ecomedics”) | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt instrument, face amount | 1,295,000 | 1,295,000 | $ 5,305,800 | ||||||||||||
Interest expense, debt | 2,000 | $ 7,809 | 0 | 67,000 | $ 259,144 | 0 | |||||||||
Repayments of debt | 69,000 | $ 306,822 | $ 0 | 213,000 | $ 875,664 | $ 0 | |||||||||
Long-term debt | $ 890,000 | $ 890,000 | $ 4,035,296 | $ 1,153,000 | $ 4,592,095 | ||||||||||
First required payment term | 6 months | 6 months | 6 months | ||||||||||||
Coloumbia Debt | Foreign Line of Credit | Ecomedics S.A.S. (“Ecomedics”) | Minimum | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Interest rate | 10.96% | 10.96% | 10.96% | 10.96% | |||||||||||
Coloumbia Debt | Foreign Line of Credit | Ecomedics S.A.S. (“Ecomedics”) | Maximum | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Interest rate | 12.25% | 12.25% | 12.25% | 12.25% |
CAPITAL STOCK - Common Shares (
CAPITAL STOCK - Common Shares (Details) - shares | Sep. 30, 2022 | Dec. 31, 2021 |
Equity [Abstract] | ||
Common stock, shares outstanding (in shares) | 43,571,444 | 26,605,797 |
Common stock, shares issued (in shares) | 43,571,444 | 26,605,797 |
CAPITAL STOCK - Convertible Not
CAPITAL STOCK - Convertible Note due July 2024 (Details) | 9 Months Ended |
Sep. 30, 2022 shares | |
Convertible Notes Due 2024 | Common Stock | |
Debt Instrument [Line Items] | |
Conversion (in shares) | 1,507,000 |
CAPITAL STOCK - Equity Distribu
CAPITAL STOCK - Equity Distribution Agreement (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Mar. 28, 2022 | Mar. 24, 2022 | Jan. 14, 2022 | |
Subsidiary, Sale of Stock [Line Items] | ||||||
Proceeds from issuance of shares | $ 27,686,000 | $ 0 | ||||
Equity issuance costs | $ 1,345,000 | $ 0 | ||||
Equity Distribution Agreement | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Sale of stock, authorized offering amount | $ 46,599,000 | $ 50,000,000 | ||||
Sale of stock, percentage of commission paid of gross proceeds from issuance and sale of common shares | 3% | |||||
At-the Market | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Sale of stock, authorized offering amount | $ 18,111,000 | |||||
Sale of stock, number of shares issued/sold in transaction (in shares) | 3,947,198 | 14,994,765 | ||||
Sale of stock, consideration received on transaction | $ 4,118,000 | $ 26,341,000 | ||||
Proceeds from issuance of shares | 4,286,000 | 27,686,000 | ||||
Equity issuance costs | $ 168,000 | $ 1,345,000 |
CAPITAL STOCK - Warrants (Detai
CAPITAL STOCK - Warrants (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||
May 31, 2022 USD ($) | May 31, 2019 USD ($) | Apr. 30, 2019 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) $ / shares shares | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) $ / shares shares | Sep. 30, 2021 USD ($) | Dec. 18, 2020 $ / shares | Aug. 31, 2020 $ / shares shares | |
Class of Warrant or Right [Line Items] | |||||||||
Exercise price (USD per share) | $ / shares | $ 11.50 | $ 11.50 | |||||||
Commencement period | 30 days | ||||||||
Redemption price of outstanding warrants (USD per share) | $ / shares | $ 0.01 | $ 0.01 | |||||||
Adverse effect to holders, amendment, percentage of approval | 50.10% | 50.10% | |||||||
Gain on remeasurement of warrant liability | $ | $ (196,000) | $ (9,065,000) | $ (2,009,000) | $ (5,390,000) | |||||
Common stock warrants | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Warrant, outstanding (in shares) | shares | 12,877,361 | 12,877,361 | |||||||
Private warrant | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Warrant, outstanding (in shares) | shares | 4,900,000 | 4,900,000 | |||||||
Herbal Brands, Inc. | Herbal Brands Loan, non-revolving | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Repayments of debt | $ | $ 5,642,000 | $ 5,642,000 | 269,000 | $ 5,642,000 | 1,376,000 | ||||
Rock Cliff | Herbal Brands, Inc. | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Exercise price (USD per share) | $ / shares | $ 26.73 | $ 26.73 | |||||||
Number of securities called by warrants or rights (in shares) | shares | 63,597 | ||||||||
Rock Cliff | Herbal Brands, Inc. | Series C Preferred Stock | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Exercise price (USD per share) | $ / shares | $ 8.79 | ||||||||
Number of securities called by warrants or rights (in shares) | shares | 193,402 | ||||||||
Conversion ratio | 1 | ||||||||
Class of warrant or right, fair value | $ | $ 717,000 | ||||||||
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 | $ | $ 717,000 | ||||||||
Amortization of interest expense | $ | $ 0 | $ 38,000 | $ 200,000 | $ 113,000 | |||||
Common Stock | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Number of securities called by each warrant (in shares) | shares | 1 | 1 | |||||||
Number of trading days where price is exceeded | 20 days | ||||||||
Number of consecutive trading days where price is exceeded | 30 days | ||||||||
Common Stock | Minimum | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Share price (USD per share) | $ / shares | $ 18 | $ 18 |
GENERAL AND ADMINISTRATION - Co
GENERAL AND ADMINISTRATION - Components (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
General and Administrative Expense [Abstract] | ||||
Salaries and benefits | $ 3,280 | $ 3,838 | $ 11,685 | $ 10,824 |
Office and administration | 1,201 | 1,356 | 3,561 | 3,822 |
Professional fees | 517 | 858 | 3,596 | 4,665 |
Share based compensation | 958 | 3,264 | 2,606 | 8,137 |
Rent | 257 | 337 | 1,047 | 994 |
Other | (126) | 963 | (134) | 939 |
General and administrative | 6,087 | 10,616 | 22,361 | 29,381 |
Research and development | $ 343 | $ 454 | $ 1,114 | $ 1,037 |
RESTRUCTURING EXPENSE - Narrati
RESTRUCTURING EXPENSE - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring charges | $ (82) | $ 4,008 | $ 0 | $ 3,791 | $ 0 |
Abandonment costs | 2,773 | ||||
Reduction in Workforce | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring charges | $ 1,235 | (217) | |||
Payments for restructuring | 473 | ||||
Accrued restructuring charges | $ 546 | $ 546 |
SHARE-BASED COMPENSATION - Shar
SHARE-BASED COMPENSATION - Share-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total Shared Based Compensation Expense | $ 958 | $ 3,264 | $ 2,606 | $ 8,137 |
Stock Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total Shared Based Compensation Expense | 66 | 283 | 336 | 1,005 |
RSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total Shared Based Compensation Expense | $ 892 | $ 2,981 | $ 2,270 | $ 7,132 |
SHARE-BASED COMPENSATION - Acti
SHARE-BASED COMPENSATION - Activity of Stock Options (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Stock Options | ||
Outstanding, beginning balance (in shares) | 784,193 | |
Granted (in shares) | 23,114 | |
Exercised (in shares) | (158,882) | |
Forfeited (in shares) | (54,427) | |
Expired (in shares) | (158,104) | |
Outstanding, ending balance (in shares) | 435,894 | 784,193 |
Vested and expected to vest (in shares) | 425,361 | |
Vested and exercisable (in shares) | 318,079 | |
Weighted-Average Exercise Price | ||
Outstanding, beginning (USD per share) | $ 5.91 | |
Granted (USD per share) | 2.16 | |
Exercised (USD per share) | 0.24 | |
Forfeited (USD per share) | 7.54 | |
Expired (USD per share) | 5.91 | |
Outstanding, ending (USD per share) | 7.21 | $ 5.91 |
Vested and expected to vest (USD per share) | 7.13 | |
Vested and exercisable (USD per share) | $ 6.81 | |
Weighted-Average Remaining Contractual Term (Years) and Aggregate Intrinsic Value | ||
Outstanding term | 2 years 8 months 15 days | 3 years 8 months 4 days |
Granted term | 7 years 3 months | |
Vested and expected to vest term | 2 years 8 months 26 days | |
Vested and exercisable term | 2 years 1 month 24 days | |
Outstanding | $ 0 | $ 0 |
Exercised | 130 | |
Vested and expected to vest | 0 | |
Vested and exercisable | $ 0 |
SHARE-BASED COMPENSATION - Narr
SHARE-BASED COMPENSATION - Narrative (Details) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 USD ($) installment $ / shares shares | Sep. 30, 2021 $ / shares | Dec. 31, 2021 USD ($) | |
Stock options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted-average grant date, fair value (USD per share) | $ 1.95 | $ 9.97 | |
Cost not yet recognized, amount | $ | $ 561 | $ 1,414 | |
Cost not yet recognized, period for recognition | 1 year 2 months 12 days | 1 year 4 months 24 days | |
Market-based Restricted Share Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted (in shares) | shares | 0 | ||
Number of annual vesting installments | installment | 4 | ||
Market-based Restricted Share Units | Installment, One | |||
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 | ||
Market-based Restricted Share Units | Installment, Two | |||
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 | ||
Market-based Restricted Share Units | Minimum | Installment, One | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share price (USD per share) | $ 12.50 | ||
Market-based Restricted Share Units | Minimum | Installment, Two | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share price (USD per share) | $ 15 |
SHARE-BASED COMPENSATION - Ac_2
SHARE-BASED COMPENSATION - Activity of Restricted Stock Units (Details) | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Time-based Restricted Share Units | |
Restricted Share Units | |
Non-vested, beginning balance (in shares) | shares | 502,701 |
Granted (in shares) | shares | 2,004,324 |
Vested (in shares) | shares | (276,921) |
Canceled/forfeited (in shares) | shares | (648,385) |
Non-vested, ending balance (in shares) | shares | 1,581,719 |
Weighted-Average Grant Date Fair Value | |
Non-vested, beginning price (USD per share) | $ / shares | $ 10.93 |
Granted (USD per share) | $ / shares | 2.53 |
Vested (USD per share) | $ / shares | 9.19 |
Canceled/forfeited (USD per share) | $ / shares | 3.44 |
Non-vested, ending price (USD per share) | $ / shares | $ 3.66 |
Market-based Restricted Share Units | |
Restricted Share Units | |
Non-vested, beginning balance (in shares) | shares | 1,073,331 |
Granted (in shares) | shares | 0 |
Vested (in shares) | shares | (35,268) |
Canceled/forfeited (in shares) | shares | (305,955) |
Non-vested, ending balance (in shares) | shares | 732,108 |
Weighted-Average Grant Date Fair Value | |
Non-vested, beginning price (USD per share) | $ / shares | $ 12.94 |
Granted (USD per share) | $ / shares | 0 |
Vested (USD per share) | $ / shares | 13.91 |
Canceled/forfeited (USD per share) | $ / shares | 12.84 |
Non-vested, ending price (USD per share) | $ / shares | $ 12.93 |
SHARE-BASED COMPENSATION - Weig
SHARE-BASED COMPENSATION - Weighted-average Assumptions (Details) - Market-based Restricted Share Units | 9 Months Ended |
Sep. 30, 2022 $ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Grant date share price (USD per share) | $ 2.53 |
Risk-free interest rate | 1.60% |
Expected dividend yield | 0% |
Expected volatility | 75% |
Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected life (in years) | 2 years 6 months 14 days |
Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected life (in years) | 2 years 4 months 9 days |
REVENUE - Narrative (Details)
REVENUE - Narrative (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Revenue from Contract with Customer [Abstract] | ||
Deferred revenue, current | $ 1,280,000 | $ 653,000 |
Deferred revenue, noncurrent | $ 0 | $ 1,548,000 |
SEGMENT REPORTING - Narrative (
SEGMENT REPORTING - Narrative (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) segment | Sep. 30, 2021 USD ($) | |
Segment Reporting [Abstract] | ||||
Number of reportable segments | segment | 2 | |||
Segment Reporting Information [Line Items] | ||||
Net sales | $ 3,305 | $ 4,031 | $ 13,186 | $ 11,180 |
United States | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 2,228 | 3,130 | 8,736 | 9,022 |
Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 3,305 | 4,031 | 13,186 | 11,180 |
Operating Segments | Non-Cannabinoid | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | $ 2,326 | $ 3,156 | 8,917 | 9,049 |
Operating Segments | United States | Non-Cannabinoid | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | $ 8,700 | $ 8,700 |
SEGMENT REPORTING - Net Sales a
SEGMENT REPORTING - Net Sales and Segment Profit (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Segment Reporting Information [Line Items] | ||||
Segment Net Sales: | $ 3,305,000 | $ 4,031,000 | $ 13,186,000 | $ 11,180,000 |
Segment Profit (Loss): | 280,000 | 1,931,000 | 3,622,000 | 5,839,000 |
Non-cash share-based compensation | (2,606,000) | (8,137,000) | ||
Depreciation and amortization | (508,000) | (337,000) | (1,562,000) | (1,440,000) |
Intangible asset impairment | (19,000,000) | 0 | (19,000,000) | 0 |
Loss from operations | (26,191,000) | (9,684,000) | (46,282,000) | (27,055,000) |
Loss (gain) on debt extinguishment | 0 | (3,375,000) | 2,263,000 | (3,375,000) |
Gain on remeasurement of warrant liability | (196,000) | (9,065,000) | (2,009,000) | (5,390,000) |
Gain on investment | 0 | 0 | (6,851,000) | 0 |
Foreign exchange loss | 768,000 | 298,000 | 1,420,000 | 1,137,000 |
Interest (income) expense and amortization of debt issuance cost | (51,000) | 485,000 | 2,719,000 | 2,383,000 |
Other expense (income), net | 101,000 | 964,000 | 111,000 | (123,000) |
(Loss) Income before income tax | (26,813,000) | 1,009,000 | (43,935,000) | (21,687,000) |
Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Segment Net Sales: | 3,305,000 | 4,031,000 | 13,186,000 | 11,180,000 |
Segment Profit (Loss): | (4,300,000) | (3,840,000) | (16,312,000) | (9,062,000) |
Operating Segments | Cannabinoid | ||||
Segment Reporting Information [Line Items] | ||||
Segment Net Sales: | 979,000 | 875,000 | 4,269,000 | 2,131,000 |
Segment Profit (Loss): | (4,395,000) | (4,391,000) | (17,421,000) | (10,859,000) |
Operating Segments | Non-Cannabinoid | ||||
Segment Reporting Information [Line Items] | ||||
Segment Net Sales: | 2,326,000 | 3,156,000 | 8,917,000 | 9,049,000 |
Segment Profit (Loss): | 95,000 | 551,000 | 1,109,000 | 1,797,000 |
Other | ||||
Segment Reporting Information [Line Items] | ||||
Unallocated corporate expenses | (1,425,000) | (2,243,000) | (6,802,000) | (8,416,000) |
Non-cash share-based compensation | (958,000) | (3,264,000) | (2,606,000) | (8,137,000) |
Depreciation and amortization | (508,000) | (337,000) | (1,562,000) | (1,440,000) |
Intangible asset impairment | (19,000,000) | 0 | (19,000,000) | 0 |
Loss from operations | $ (26,191,000) | $ (9,684,000) | $ (46,282,000) | $ (27,055,000) |
SEGMENT REPORTING - Revenues by
SEGMENT REPORTING - Revenues by Channel (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Segment Reporting Information [Line Items] | ||||
Revenue | $ 3,305 | $ 4,031 | $ 13,186 | $ 11,180 |
Mass retail | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 2,008 | 1,958 | 7,243 | 5,567 |
Distributors | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 927 | 1,650 | 4,250 | 4,330 |
Specialty, health and other retail | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 282 | 277 | 1,234 | 852 |
E-commerce | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | $ 88 | $ 146 | $ 459 | $ 431 |
SEGMENT REPORTING - Revenues _2
SEGMENT REPORTING - Revenues by Country (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Segment Reporting Information [Line Items] | ||||
Revenue | $ 3,305 | $ 4,031 | $ 13,186 | $ 11,180 |
United States | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 2,228 | 3,130 | 8,736 | 9,022 |
Israel | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 116 | 226 | 1,139 | 424 |
Australia | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 333 | 501 | 1,017 | 1,141 |
Brazil | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 249 | 1 | 1,169 | 147 |
Germany | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 360 | 25 | 912 | 25 |
Other | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | $ 19 | $ 148 | $ 213 | $ 421 |
SEGMENT REPORTING - Concentrati
SEGMENT REPORTING - Concentration Risk (Details) - Customer Concentration Risk | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Revenue | Customer B | |||||
Segment Reporting Information [Line Items] | |||||
Concentration risk, percentage | 17% | 15% | 12% | 17% | |
Accounts Receivable | Customer A | |||||
Segment Reporting Information [Line Items] | |||||
Concentration risk, percentage | 24% | ||||
Accounts Receivable | Customer B | |||||
Segment Reporting Information [Line Items] | |||||
Concentration risk, percentage | 10% | 25% | |||
Accounts Receivable | Customer C | |||||
Segment Reporting Information [Line Items] | |||||
Concentration risk, percentage | 20% | 18% | |||
Accounts Receivable | Customer E | |||||
Segment Reporting Information [Line Items] | |||||
Concentration risk, percentage | 13% |
SEGMENT REPORTING - Long-lived
SEGMENT REPORTING - Long-lived Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Segment Reporting Information [Line Items] | ||
Long-lived assets | $ 28,996 | $ 30,932 |
Colombia | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets | 16,722 | 18,950 |
Portugal | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets | 12,087 | 11,733 |
Other | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets | $ 187 | $ 249 |
NET (LOSS) INCOME PER SHARE - C
NET (LOSS) INCOME PER SHARE - Computation of Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Earnings Per Share [Abstract] | ||||
Net (loss) Income | $ (20,163) | $ 995 | $ (37,349) | $ (21,726) |
Net (loss) Income | $ (20,163) | $ 995 | $ (37,349) | $ (21,726) |
Weighted-average common shares outstanding - basic (in shares) | 42,222,564 | 25,755,972 | 36,633,222 | 25,466,404 |
Weighted-average common shares outstanding - diluted (in shares) | 42,222,564 | 25,755,972 | 36,633,222 | 25,466,404 |
Net (loss) income per common share - basic (USD per share) | $ (0.48) | $ 0.04 | $ (1.02) | $ (0.85) |
Net (loss) income per common share - diluted (USD per share) | $ (0.48) | $ 0.04 | $ (1.02) | $ (0.85) |
NET (LOSS) INCOME PER SHARE -_2
NET (LOSS) INCOME PER SHARE - Computation of Anti-dilutive Effect (Details) - shares | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 21,160,883 | 21,050,478 |
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 | 17,840,951 |
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 | 570,211 |
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) | 435,894 | 792,646 |
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) | 2,313,827 | 1,846,670 |
LEASES - Narrative (Details)
LEASES - Narrative (Details) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2022 USD ($) | Sep. 30, 2022 USD ($) | |
Lessee, Lease, Description [Line Items] | ||
Operating lease, payments | $ 457 | $ 1,354 |
Minimum | ||
Lessee, Lease, Description [Line Items] | ||
Lessor, operating lease, renewal term | 12 months | 12 months |
Maximum | ||
Lessee, Lease, Description [Line Items] | ||
Lessor, operating lease, renewal term | 60 months | 60 months |
LEASES - Costs (Details)
LEASES - Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2022 | Sep. 30, 2022 | |
Leases [Abstract] | ||
Operating lease costs-Fixed | $ 238 | $ 1,026 |
Operating lease costs-Variable | 39 | 61 |
Short term lease costs | 38 | 139 |
Sub-lease income | (59) | (179) |
Operating lease costs | 154 | 154 |
Total lease costs | $ 410 | $ 1,201 |
LEASES - Undiscounted Future Fi
LEASES - Undiscounted Future Fixed Payment Obligations (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Jan. 01, 2022 |
Operating Lease | ||
Remainder of Year 2022 | $ 474 | |
2023 | 1,487 | |
2024 | 832 | |
2025 | 281 | |
2026 | 131 | |
Thereafter | 213 | |
Total future fixed operating lease payments | 3,418 | |
Less: Imputed interest | 421 | |
Total operating lease liabilities | $ 2,997 | $ 4,120 |
Weighted-average remaining lease term - operating leases | 2 years 9 months 14 days | |
Weighted-average discount rate - operating leases | 9.20% |
LEASES - Future Minimum Lease P
LEASES - Future Minimum Lease Payments (Details) $ in Thousands | Dec. 31, 2021 USD ($) |
Leases [Abstract] | |
2022 | $ 1,910 |
2023 | 1,562 |
2024 | 845 |
2025 | 337 |
2026 | 152 |
Thereafter | 286 |
Total | $ 5,092 |