Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2023 | May 08, 2023 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2023 | |
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 Common Stock, Shares Outstanding | 45,519,228 | |
Entity Central Index Key | 0001819615 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
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 | |
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 $11.50 | |
Trading Symbol | CLVRW | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Financial Position - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Current: | ||
Cash and cash equivalents | $ 6,362 | $ 12,449 |
Restricted cash | 327 | 439 |
Accounts receivable, net | 2,648 | 2,252 |
Prepaids, deposits and other receivables | 3,778 | 2,708 |
Inventories, net | 8,015 | 8,399 |
Total current assets | 21,130 | 26,247 |
Investment – Cansativa | 5,753 | 5,679 |
Property, plant and equipment, net of accumulated depreciation of $7,531 and $7,120 for March 31, 2023 and December 31, 2022, respectively | 13,491 | 13,963 |
Asset held for sale - Land | 1,500 | 1,500 |
Intangible assets, net | 3,164 | 3,354 |
Operating lease right-of-use assets, net | 1,144 | 1,303 |
Other non-current assets | 54 | 52 |
Total Assets | 46,236 | 52,098 |
Current: | ||
Accounts payable | 1,776 | 2,299 |
Accrued expenses and other current liabilities | 3,826 | 4,238 |
Loans and borrowings, current portion | 457 | 465 |
Warrant liability | 157 | 113 |
Operating lease liabilities, current portion | 599 | 1,239 |
Deferred revenue | 988 | 1,072 |
Total current liabilities | 7,803 | 9,426 |
Loans and borrowing — long-term | 1,020 | 1,065 |
Operating lease liabilities — long-term | 619 | 1,087 |
Other long-term liabilities | 24 | 112 |
Total Liabilities | 9,466 | 11,690 |
Contingencies and commitments | ||
Shareholders’ equity | ||
Preferred shares, without par value, unlimited shares authorized, nil shares issued and outstanding for each of March 31, 2023 and December 31, 2022 | 0 | 0 |
Common shares, without par value, unlimited shares authorized: 44,007,272 and 43,636,783 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively | 0 | 0 |
Additional paid-in capital | 221,756 | 221,313 |
Accumulated deficit | (184,986) | (180,905) |
Total shareholders' equity | 36,770 | 40,408 |
Total liabilities and shareholders' equity | $ 46,236 | $ 52,098 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Financial Position (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Property, plant and equipment, accumulated depreciation | $ 7,531 | $ 7,120 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, shares issued (in shares) | 44,007,272 | 43,636,783 |
Common stock, shares outstanding (in shares) | 44,007,272 | 43,636,783 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Statement [Abstract] | ||
Revenue, net | $ 3,978,000 | $ 5,041,000 |
Cost of sales | (1,744,000) | (2,448,000) |
Gross profit | 2,234,000 | 2,593,000 |
Expenses | ||
General and administrative | 5,367,000 | 6,998,000 |
Sales and marketing | 549,000 | 732,000 |
Research and development | 212,000 | 412,000 |
Restructuring expenses | 0 | 3,843,000 |
Depreciation and amortization | 236,000 | 327,000 |
Total expenses | 6,364,000 | 12,312,000 |
Loss from operations | (4,130,000) | (9,719,000) |
Other Expense (Income), net | ||
Interest (income)/expense and amortization of debt issuance cost | (17,000) | 2,109,000 |
Loss (gain) on remeasurement of warrant liability | 44,000 | (490,000) |
Loss on debt extinguishment, net | 0 | 2,263,000 |
Foreign exchange (gain) loss | (45,000) | 211,000 |
Other expense (income), net | 39,000 | (51,000) |
Total other expenses, net | 21,000 | 4,042,000 |
Loss before income taxes and equity investment loss | (4,151,000) | (13,761,000) |
Equity investment share of loss | 0 | 64,000 |
Loss from continuing operations | (4,151,000) | (13,825,000) |
Income (loss) from discontinued operations | 70,000 | (2,315,000) |
Net loss | $ (4,081,000) | $ (16,140,000) |
Net loss per share: | ||
Basic from continuing operations (USD per share) | $ (0.09) | $ (0.50) |
Diluted from continuing operations (USD per share) | (0.09) | (0.50) |
Basic from discontinued operations (USD per share) | 0 | (0.08) |
Diluted from discontinued operations (USD per share) | 0 | (0.08) |
Net loss per share - basic (USD per share) | (0.09) | (0.58) |
Net loss per share - diluted (USD per share) | $ (0.09) | $ (0.58) |
Weighted-average common shares outstanding - basic (in shares) | 43,903,285 | 27,960,584 |
Weighted-average common shares outstanding - diluted (in shares) | 43,903,285 | 27,960,584 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Shareholders’ Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit |
Beginning balance (in shares) at Dec. 31, 2021 | 26,605,797 | |||
Beginning balance at Dec. 31, 2021 | $ 72,770 | $ 0 | $ 187,510 | $ (114,740) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Issuance of common shares, gross (in shares) | 11,047,567 | |||
Issuance of common shares, gross | 23,400 | 23,400 | ||
Issuance of common shares upon vesting of RSUs (in shares) | 247,453 | |||
Stock option exercise (in shares) | 116,112 | |||
Stock option exercise | 22 | 22 | ||
Share-based compensation expense | 500 | 500 | ||
Equity issuance costs | (1,177) | (1,177) | ||
Beneficial conversion feature of Convertible Note | 1,749 | 1,749 | ||
Conversion of Convertible Note to common shares (in shares) | 607,000 | |||
Conversion of Convertible Note to common shares | 1,324 | 1,324 | ||
Net loss | (16,140) | (16,140) | ||
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, 2022 | 43,636,783 | 43,636,783 | ||
Beginning balance at Dec. 31, 2022 | $ 40,408 | $ 0 | 221,313 | (180,905) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Issuance of common shares upon vesting of RSUs (in shares) | 370,489 | |||
Stock option exercise (in shares) | 0 | |||
Share-based compensation expense | $ 468 | 468 | ||
Equity issuance costs | (25) | (25) | ||
Net loss | $ (4,081) | (4,081) | ||
Ending balance (in shares) at Mar. 31, 2023 | 44,007,272 | 44,007,272 | ||
Ending balance at Mar. 31, 2023 | $ 36,770 | $ 0 | $ 221,756 | $ (184,986) |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | ||
Cash Flow from Operating Activities: | ||||
Loss from continuing operations | $ (4,151) | $ (13,825) | ||
Income (loss) from discontinued operations | 70 | (2,315) | ||
Net loss | (4,081) | (16,140) | ||
Adjustments to reconcile to net cash used in operating activities: | ||||
Depreciation and amortization | 623 | 896 | ||
Amortization of debt discount and debt issuance cost | 0 | 1,681 | ||
Loss on disposal of fixed assets | 74 | 0 | ||
Inventory provision | 121 | 845 | $ 4,736 | |
Restructuring and related costs | 0 | 3,919 | ||
Loss (gain) on remeasurement of warrant liability | 44 | (490) | ||
Non-cash lease expense | (289) | 137 | ||
Foreign exchange (gain) loss | (45) | 345 | ||
Stock-based compensation expense | 468 | 500 | ||
Loss on equity method investment, net | 0 | 64 | ||
Loss on debt extinguishment, net | 0 | 2,263 | ||
Other non-cash expense, net | 0 | 281 | ||
Changes in operating assets and liabilities: | ||||
(Increase) in accounts receivable | (396) | (359) | ||
(Increase) in prepaid expenses | (1,070) | (1,578) | ||
(Increase) in other receivables and other non-current assets | (2) | (150) | ||
Decrease (increase) in inventory | 263 | (1,667) | ||
(Decrease) in accounts payable and other current liabilities | (1,611) | (830) | ||
(Decrease) in accrued and other non-current liabilities | (176) | (88) | ||
Net cash used in operating activities | (6,077) | (10,371) | ||
Cash Flow from Investing Activities: | ||||
Purchase of property, plant and equipment | (35) | (1,215) | ||
Net cash used in investing activities | (35) | (1,215) | ||
Cash Flow from Financing Activities: | ||||
Repayment of debt | (82) | (3,554) | ||
Proceeds from issuance of shares | 0 | 23,400 | ||
Equity issuance costs | (25) | (1,177) | ||
Stock option exercise | 0 | 22 | ||
Net cash (used in) provided by financing activities | (107) | 18,691 | ||
Effect of exchange rate changes on cash, cash equivalents & restricted cash | 20 | (22) | ||
Net (decrease) increase in cash, cash equivalents & restricted cash | (6,199) | 7,083 | ||
Cash, cash equivalents & restricted cash, beginning of period | [1] | 12,888 | 37,699 | 37,699 |
Cash, cash equivalents & restricted cash, end of period | [1] | $ 6,689 | $ 44,782 | $ 12,888 |
[1]These amounts include restricted cash of $327 and $467 as of March 31, 2023 and March 31, 2022, respectively, which are comprised primarily of cash on deposits for certain lease arrangements. |
Condensed Consolidated Statem_6
Condensed Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 |
Statement of Cash Flows [Abstract] | |||
Restricted cash | $ 327 | $ 439 | $ 467 |
CORPORATE INFORMATION
CORPORATE INFORMATION | 3 Months Ended |
Mar. 31, 2023 | |
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 | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION | BASIS OF PRESENTATION The accompanying interim condensed consolidated 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, 2022. These Financial Statements should be read in conjunction with the Company's audited financial statements for the year ended December 31, 2022, included in its Annual Report on Form 10-K, as filed with the SEC on March 30 , 202 3 (the "Annual Report"). Discontinued Operations During the fiscal year 2022, the Company undertook various strategic initiatives aimed at reducing costs, improving organizational efficiency, and optimizing its business model. As part of these initiatives, the Company implemented several restructuring activities. Additionally, in December 2022, the Company made the decision to shut down its Portugal operations in order to preserve cash. In January 2023, the Company further approved the wind-down of its entire Portuguese operations to enhance operating margin and focus solely on cannabis cultivation and production in Colombia. As part of this restructuring plan, the Company has completed the cessation of its Portuguese flower cultivation, post-harvest processes, and manufacturing activities and is expected to fully shut down the remainder of its operations by the end of the second quarter of 2023. Concurrently, preparations are underway for the sale process of these assets, with the objective of concluding the sale during the fiscal year ending December 31, 2023. Considering the nature and extent of the restructuring activities undertaken, in accordance with Accounting Standards Codification (ASC) 205, Presentation of Financial Statements, the Company has determined that these operations meet the "discontinued operations" criteria as of March 31, 2023. As a result, the condensed consolidated statements of financial position, the condensed consolidated statements of operations, the condensed consolidated statements of cash flows, and the notes to the consolidated financial statements have been restated for all periods presented to reflect the discontinuation of these operations in accordance with ASC 205. Please refer to Note 19, "Discontinued Operations," for further details regarding the discontinued businesses. The discussion in the notes to these financial statements, unless otherwise noted, pertains solely to the Company's continuing operations. 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 consolidated financial statements, the Company had an accumulated deficit as of March 31, 2023, 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 March 31, 2023, the Company had cash and cash equivalents of $6,362. As of March 31, 2023, the Company’s current working capital, anticipated operating expenses and net losses, and the uncertainties surrounding its ability to raise additional capital as needed, raise substantial doubt as to whether existing cash and cash equivalents will be sufficient to meet its obligations as they come due within twelve months from the date the consolidated financial statements were issued. The consolidated financial statements do not include any adjustments for the recovery and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company’s ability to execute its operating plans through 2023 and beyond depends on its ability to obtain additional funding, which may include several initiatives such as raising capital, reducing working capital, and monetizing non-core assets, to meet planned growth requirements and to fund future operations, which may not be available on acceptable terms, or at all. 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 | 3 Months Ended |
Mar. 31, 2023 | |
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, 2022, included in the Annual Report. Except as noted below, there have been no other 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. 2016-13- 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. We have adopted the provisions of Accounting Standards Update (ASU) No. 2016-13, Credit Losses on Financial Instruments (Topic 326). After careful consideration and analysis, we have determined that the adoption of this pronouncement has not had a material impact |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended |
Mar. 31, 2023 | |
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 March 31, 2023 Assets: Investment – Cansativa — — 5,753 5,753 Total Assets $ — $ — $ 5,753 $ 5,753 Liabilities: Loans and borrowings — 1,477 — 1,477 Warrant liability — — 157 157 Total Liabilities $ — $ 1,477 $ 157 $ 1,634 As of December 31, 2022 Assets: Investment – Cansativa — — 5,679 5,679 Total Assets $ — $ — $ 5,679 $ 5,679 Liabilities: Loans and borrowings — 1,530 — 1,530 Warrant liability — — 113 113 Total Liabilities $ — $ 1,530 $ 113 $ 1,643 Investment – Cansativa Our investment in Cansativa's equity securities 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 March 31, 2023, the carrying value of its cost method investments were recoverable in all material respects. For more information, refer to Note 7 to our Financial Statements for the three months ended March 31, 2023. The following table provides a summary of changes in fair value of the Company’s Level 3 investments for the three months ended March 31, 2023: Level 3 Balance, December 31, 2022 (Measured at equity method) $ 5,679 Change in value due to foreign exchange gain 74 Balance, March 31, 2023 $ 5,753 During the three months ended March 31, 2023, there were no transfers between fair value measurement levels. Warrant liability The change in fair value of warrant liabilities related to private warrants during the three months ended March 31, 2023, is as follows: Private Placement Warrants: Total Warrant Liability Warrant liability at December 31, 2022 $ 113 Change in fair value of warrant liability 44 Warrant liabilities at March 31, 2023 $ 157 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 March 31, 2023 and December 31, 2022: As of March 31, December 31, Risk-free interest rate 3.88% 4.23% Expected volatility 110% 105% Share Price $0.38 $0.31 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 | 3 Months Ended |
Mar. 31, 2023 | |
Inventory Disclosure [Abstract] | |
INVENTORIES, NET | INVENTORIES, NET Inventories are comprised of the following items as of the periods presented: March 31, December 31, Raw materials $ 1,079 $ 1,204 Work in progress – harvested cannabis and extracts 63 21 Finished goods – cannabis extracts 6,358 6,703 Finished goods – other 515 471 Total $ 8,015 $ 8,399 During the three months ended March 31, 2023 and for year ended December 31, 2022, the Company recorded inventory provision for approximately $121 and $4,736, respectively, to cost of sales for obsolete inventories. |
PREPAID, DEPOSITS AND OTHER REC
PREPAID, DEPOSITS AND OTHER RECEIVABLES | 3 Months Ended |
Mar. 31, 2023 | |
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: March 31, December 31, Prepaid expenses $ 1,584 $ 590 Indirect tax receivables 2,127 2,007 Deposits 51 51 Other receivables and advances 16 60 Total $ 3,778 $ 2,708 Prepaid expenses and deposits represent amounts paid upfront to vendors for director and officer's insurance, security deposits and supplies. |
INVESTMENTS
INVESTMENTS | 3 Months Ended |
Mar. 31, 2023 | |
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 accounts for its investment in Cansativa using the equity accounting method, due to the Company's significant influence, in accordance with ASC 323, Investments — Equity Method and Joint Ventures . The Company recorded its investment in Cansativa at the cost basis of an aggregated amount of EUR 999.92, approximately $1,075, which is comprised of EUR 3.10 for the initial nominal amount of the Seed Financing Round and EUR 996.82 for the remaining Seed Financing Round (i.e., Capital Reserve Payment), with no transaction costs. In accordance with the seed investment agreement, in September 2019, the Company made an additional investment of approximately EUR 650, or approximately $722, for 2,138 shares in Cansativa, thereby increasing its equity ownership to 16.6% of the book value of Cansativa’s net assets of approximately EUR 1,233, and approximately EUR 1,122 of equity method goodwill as Cansativa was still in the process of getting the licenses and expanding its operations. As of September 30, 2020, 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 Comprehensive Loss and the carrying value of the Tranche 2 option was reduced to nil. In December 2020, Cansativa allocated shares of its common stock to a newly installed employee-stock ownership plan (“ESOP”). As a result of the ESOP installment, the Company’s equity ownership of Cansativa, on a fully-diluted basis, decreased from 16.59% to 15.80% of the book value of Cansativa’s net assets. Additionally, Cansativa raised additional capital through the issuance of Series A preferred stock (“Cansativa Series A Shares”) to a third-party investor at a per share price of EUR 543.31. As a result of the Series A Share issuance, the Company’s equity ownership of Cansativa, on a fully diluted basis, decreased from 15.80% to 14.22% of the book value of Cansativa’s net assets. The Company accounted for the transaction as a proportionate 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's 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. The Company started to account for this investment under ASC 321, Investments – Equity Securities. The Company utilized 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. |
INTANGIBLE ASSETS, NET
INTANGIBLE ASSETS, NET | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS, NET | INTANGIBLE ASSETS, NETAs part of the Herbal Brand acquisition in 2019, the Company acquired finite-lived intangible assets with a gross value of approximately $7,091. During the three months ended March 31, 2023 and 2022 the Company recorded $191 and $191, respectively, of amortization related to its finite-lived intangible assets. The following tables present details of the Company’s total intangible assets as of March 31, 2023 and December 31, 2022. The value of product formulation intangible asset is included in the value of Brand: March 31, 2023 Gross Accumulated Net Weighted- Finite-lived intangible assets: Customer contracts $ 925 $ 925 $ — 0.0 Customer relationships 1,000 715 285 2.9 Customer list 650 509 141 1.0 Trade name 4,516 1,778 2,738 6.0 Total finite-lived intangible assets $ 7,091 $ 3,927 $ 3,164 December 31, 2022 Gross Accumulated Net Weighted- Finite-lived intangible assets: Customer contracts $ 925 $ 925 $ — 0.0 Customer relationships 1,000 669 331 3.0 Customer list 650 478 172 1.3 Brand 4,516 1,665 2,851 6.3 Total finite-lived intangible assets $ 7,091 $ 3,737 $ 3,354 Indefinite-lived intangible assets: Licenses $ 19,000 N/A $ 19,000 Impairment Charge $ (19,000) N/A $ (19,000) Total indefinite-lived intangible assets $ — $ — Total intangible assets $ 7,091 $ 3,737 $ 3,354 Annual Impairment Testing In accordance with ASC Topic 350, “Intangibles – Goodwill and Other,” the Company performs its annual impairment test as of December 31 of each year. As part of the review, the Company has performed 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 - Finite-Lived Intangibles In conjunction with the 2022 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. For the three months ended March 31 2023, no impairment was recognized related to the carrying value of any of the Company's finite lived intangible assets. Impairment Testing - Indefinite-Lived Intangibles In 2022, due to the continued decline in the Company’s stock price and the 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. 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. Utilizing a discounted cash flow model with a weighted average cost of capital (“WACC”) of 24%, the Company performed the assessment and recognized an impairment charge of $19,000 along with the related deferred tax liability write-off of $6,650 for the year ended December 31, 2022. As a result of this recognition in 2022, no indefinite-lived intangible assets exist as of March 31, 2023. 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 March 31, 2023: Estimated Remainder of 2023 $ 624 2024 585 2025 542 2026 482 2027 452 Thereafter 479 Total $ 3,164 |
PROPERTY, PLANT AND EQUIPMENT,
PROPERTY, PLANT AND EQUIPMENT, NET | 3 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT, NET | PROPERTY, PLANT AND EQUIPMENT, NET The Company has property, plant, and equipment related to land, buildings and warehouses, leasehold improvements, laboratory, and construction in progress. Property, plant and equipment, net consisted of the following: March 31, December 31, Land $ 1,806 $ 1,806 Building & warehouse 7,660 7,658 Laboratory equipment 6,376 6,416 Agricultural equipment 1,477 1,477 Computer equipment 1,397 1,397 Furniture & appliances 785 785 Construction in progress 217 240 Other 1,304 1,304 Property, plant and equipment, gross 21,022 21,083 Less: accumulated depreciation (7,531) (7,120) Property, plant and equipment, net $ 13,491 $ 13,963 |
DEBT
DEBT | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT March 31, December 31, Loans and borrowings, Current portion 457 465 Loans and borrowings, Long term 1,020 1,065 Total Debt $ 1,477 $ 1,530 Portugal Debt In January 2021, Clever Leaves Portugal Unipessoal LDA borrowed €1,000 ($1,213) (the "Portugal 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. As of March 31, 2023 and December 31, 2022, the outstanding principal balance was approximately COP$3,427,534 ($738) and COP$3,471,576 ($725), respectively. |
CAPITAL STOCK
CAPITAL STOCK | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
CAPITAL STOCK | CAPITAL STOCK Common Shares As of March 31, 2023 and December 31, 2022, a total of 44,007,272 and 43,636,783 common shares were issued and outstanding, respectively. 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 from time to time. Following the filing of the 2022 Form 10-K, we are subject to the limitations under General Instruction I.B.6. of Form S-3. As such, we filed Amendment No. 3 to the Prospectus Supplement, updating our proposed maximum offering amount based on the aggregate market value of our outstanding common shares held by non-affiliates as of March 27, 2023. On such date our public float was $22,548, which is calculated based on 40,996,523 of our common shares outstanding held by non-affiliates at a price of $0.55 per share. This calculation of our public float reduced our proposed offering amount to up to $7,516. If our public float increases such that we may sell additional amounts under the Equity Distribution Agreement and the Prospectus Supplement, we will file another amendment to the Prospectus Supplement prior to making additional sales. For the three months ended March 31, 2023, no shares were sold pursuant to the ATM offering. As of March 31, 2022, the Company had issued and sold 11,047,567 shares pursuant to the ATM offering, for aggregate net proceeds of $22,223, which consisted of gross proceeds of $23,400 and $1,177 equity issuance costs. Warrants As of March 31, 2023, 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 and comprehensive loss in the period of change. As of March 31, 2023, the Company performed a valuation of the private warrants and as a result recorded a net gain on remeasurement for the three months ended March 31, 2023, of approximately $44 in its statement of operations. |
GENERAL AND ADMINISTRATION
GENERAL AND ADMINISTRATION | 3 Months Ended |
Mar. 31, 2023 | |
General and Administrative Expense [Abstract] | |
GENERAL AND ADMINISTRATION | GENERAL AND ADMINISTRATION The components of general and administrative expenses were as follows: Three Months Ended March 31, 2023 2022 Salaries and benefits $ 2,665 $ 3,767 Office and administration 678 998 Professional fees 1,363 1,548 Share based compensation 468 500 Rent 187 231 Other (a) 6 (46) Total $ 5,367 $ 6,998 (a) For the three months ended March 31, 2023 and 2022, other general and administrative costs includes freight-out cost of approximately $110 and $157, respectively, related to costs of packaging, labelling, and courier services, respectively. |
RESTRUCTURING EXPENSE
RESTRUCTURING EXPENSE | 3 Months Ended |
Mar. 31, 2023 | |
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 optimizing its business model. As part of this process, the Company recorded a restructuring charge of approximately $nil and $3,843 related to asset write off, severance, and other related costs for the three months ended March 31, 2023 and 2022, respectively. Our restructuring charges are comprised primarily of costs related to asset abandonment, including future lease commitments, and employee termination costs related to headcount reductions. The following table summarizes the activities related to the restructuring program for the three months ended March 31, 2023: Employee severance and related benefits Asset Impairment Costs associated with Exit and Disposal Activities Total Balance at December 31, 2022 $ 1,407 $ — $ 830 $ 2,237 Charges against the reserve — — — — Cash payment (792) — (317) (1,109) Balance at March 31, 2023 $ 615 $ — $ 513 $ 1,128 |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 3 Months Ended |
Mar. 31, 2023 | |
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 2022 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 months ended March 31, 2023. Three Months Ended March 31, 2023 2022 Share-based compensation award type: RSUs 380 315 Stock options 88 185 Total Shared Based Compensation Expense $ 468 $ 500 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 three months ended March 31, 2023: Stock Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Balance as at December 31, 2022 410,477 $ 7.15 2.56 $ — Granted — $ — — — Exercised — $ — — $ — Forfeited (3,484) $ 10.41 — — Expired (31,923) $ 12.12 — — Balance as of March 31, 2023 375,070 $ 6.70 2.47 $ — Vested and expected to vest as of March 31, 2023 364,537 $ 6.59 2.51 $ — Vested and exercisable as of March 31, 2023 321,191 $ 5.82 2.06 $ — 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 three months ended March 31, 2023 and 2022 was $nil and $1.72, respectively. The share-based compensation expense related to unvested stock options awards not yet recognized as of March 31, 2023 and December 31, 2022, was $282 and $961, respectively, which is expected to be recognized over a weighted average period of 2.5 years and 1.2 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 three months ended March 31, 2023: Restricted Share Units Weighted-Average Grant Date Fair Value Non-vested as of December 31, 2022 1,368,151 $ 3.50 Granted — — Vested (370,489) 3.23 Canceled/forfeited (7,520) 7.33 Non-vested as of March 31, 2023 990,142 $ 3.57 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 three months ended March 31, 2023. 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 three months ended March 31, 2023: 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) 2.1 - 2.4 The following table summarizes the changes in the Company’s market-based restricted share unit activity during the three months ended March 31, 2023: Restricted Share Units Weighted-Average Grant Date Fair Value Non-vested as of December 31, 2022 529,793 $ 12.79 Granted — — Vested — — Canceled/forfeited (31,415) 13.28 Non-vested as of March 31, 2023 498,378 $ 12.75 |
REVENUE
REVENUE | 3 Months Ended |
Mar. 31, 2023 | |
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 16 Segment Reporting to our unaudited condensed consolidated interim financial statements for the period ended of March 31, 2023 included in this Form 10-Q 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 March 31, 2023, the Company's deferred revenue, included in current and non-current liabilities was $988 and $0, respectively. As of December 31, 2022, the Company's deferred revenue, included in current and non-current liabilities was $1,072 and $0, respectively. |
SEGMENT REPORTING
SEGMENT REPORTING | 3 Months Ended |
Mar. 31, 2023 | |
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 intangible assets, net, are disclosed in Note 8. As of March 31, 2023, 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 loss by reportable segment for the periods presented: Three Months Ended March 31, 2023 2022 Segment Net Revenue: Cannabinoid $ 1,222 $ 1,811 Non-Cannabinoid 2,756 3,230 Total Net Revenue 3,978 5,041 Segment Profit (Loss): Cannabinoid (2,315) (5,705) Non-Cannabinoid 447 348 Total Loss $ (1,868) $ (5,357) Reconciliation: Total Segment Loss (1,868) (5,357) Unallocated corporate expenses (1,558) (3,535) Non-cash share-based compensation (468) (500) Depreciation and amortization (236) (327) Loss from operations $ (4,130) $ (9,719) Loss on debt extinguishment, net — 2,263 Loss (gain) on remeasurement of warrant liability 44 (490) Foreign exchange (gain) loss (45) 211 Interest (income) expense and amortization of debt issuance cost (17) 2,109 Other expense (income), net 39 (51) Loss from operations before income taxes and equity investment loss $ (4,151) $ (13,761) The following table disaggregates the Company’s revenue by channel for the periods presented: Three Months Ended March 31, 2023 2022 Mass retail $ 2,524 $ 2,814 Distributors 1,262 1,658 Specialty, health and other retail 161 392 E-commerce 31 177 Total $ 3,978 $ 5,041 The following table represents the Company's revenues attributed to countries based on location of customer: Three Months Ended March 31, 2023 2022 United States $ 2,756 $ 3,233 Brazil 887 643 Israel 250 638 Australia (a) 36 368 Other 49 159 Total $ 3,978 $ 5,041 (a) During the quarter, we made additional sales of Portuguese flowers of approximately $300 to Australia, recognized as part of our discontinued operation. See Note 19 for further information. Customers with an accounts receivable balance of 10% or greater of total accounts receivable and customers with net revenue of 10% or greater of total revenues are presented below for the periods indicated: Percentage of Revenues Percentage of Accounts Receivable Three Months Ended March 31, 2023 March 31, December 31, 2023 2022 2023 2022 Customer A (a) 15% 11% 12% 18% Customer B (b) * 13% * 13% Customer C (b) * * * 15% Customer D (b) * 13% * * Customer E (b) 20% * 28% * Customer F (b) * * * 10% * 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 During the three months ended March 31, 2023 and 2022, the Company's net sales for the non-cannabinoid segment were in the U.S; cannabinoid net sales were mostly outside of the U.S., primarily in Colombia, Israel, Brazil and Australia. The following table disaggregates the Company’s long-lived assets, by segment for the periods presented: March 31, December 31, Long-lived assets Cannabinoid $ 14,861 $ 15,308 Non-Cannabinoid 130 155 Total $ 14,991 $ 15,463 Long-lived assets consist of non-current assets other than goodwill; intangible assets, net; deferred tax assets; investments in unconsolidated subsidiaries and equity securities; and financial instruments. The Company’s largest market in terms of long-lived assets is in Colombia. |
NET INCOME (LOSS) PER SHARE
NET INCOME (LOSS) PER SHARE | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
NET INCOME (LOSS) PER SHARE | NET INCOME (LOSS) 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 March 31, 2023 March 31, 2022 Numerator: Loss from continuing operations $ (4,151) $ (13,825) Income (loss) from discontinued operations 70 (2,315) Net loss - basic and diluted $ (4,081) $ (16,140) Denominator: Weighted-average common shares outstanding - basic and diluted 43,903,285 27,960,584 Net Loss per common share - basic and diluted: Loss from continuing operations $ (0.09) $ (0.50) Loss from discontinued operations $ — $ (0.08) 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 March 31, 2023 and 2022, from the computation of diluted net loss per share attributable to common shareholders because including them would have had an anti-dilutive effect: March 31, 2023 March 31, 2022 Common stock warrants 17,840,951 17,840,951 SAMA earnout shares 570,211 570,211 Stock options 375,070 601,223 Unvested restricted share units 1,488,520 2,234,928 Total 20,274,752 21,247,313 |
LEASES
LEASES | 3 Months Ended |
Mar. 31, 2023 | |
Leases [Abstract] | |
LEASES | LEASESOn 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 March 31, 2023 Operating lease costs: Operating lease costs-Fixed General and administrative $ 177,305 Total lease costs $ 177,305 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 with 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 months ended March 31, 2023, cash paid for amounts associated with our operating lease liabilities was approximately $215,424, which was 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 March 31, 2023: Leases and a reconciliation to the operating lease liabilities as of March 31, 2023 2024 $ 745 2025 219 2026 109 2027 116 2028 103 Thereafter 80 Total future fixed operating lease payments $ 1,372 Less: Imputed interest $ 154 Total operating lease liabilities $ 1,218 Weighted-average remaining lease term - operating leases 2.90 Weighted-average discount rate - operating leases 8.4 % |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 3 Months Ended |
Mar. 31, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISCONTINUED OPERATIONS | DISCONTINUED OPERATIONS As part of the restructuring activities, the Company conducted a comprehensive review of its production capacity for cannabis extracts. This evaluation led to the decision to scale back on certain extraction capacity and related assets, resulting in asset write-off charges. The Company also approved the shutdown of its cultivation activities in Portugal to preserve cash and improve operating margins. The wind-down of the entire Portuguese operations, including flower cultivation, post-harvest processes, and manufacturing activities, is expected to be completed by the end of the second quarter of 2023. Additionally, the Company has initiated the sale process of these assets with the goal of concluding the sale during the fiscal year ending December 31, 2023. The company determined that shutdown of Portugal operations met the criteria to be classified as a discontinued operation, and, as a result, its historical financial results are reflected in the Company's financial statements as a discontinued operation and, assets and liabilities were classified as assets and liabilities held for sale. To provide transparency and facilitate comparison, the table below presents the major line items constituting the pretax profit or loss of the discontinued operations for the current period ended March 31, 2023, and the prior period ended March 31, 2022: Three Months Ended March 31, 2023 2022 Revenue, net $ 337 $ 183 Cost of sales — (738) Gross profit 337 (555) Expenses General and administrative 282 1,263 Restructuring expenses — 165 Depreciation and amortization — 190 Total expenses 282 1,618 Income (loss) from operations 55 (2,173) Other (income) expense, net (15) 142 Net income (loss) $ 70 $ (2,315) |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS Subsequent to March 31, 2023, through May 8, 2023, 941,745 shares were issued and sold under the ATM offering. No events have occurred subsequent to March 31, 2023 and through the date of this filing that would require adjustment to or disclosure in the financial statements, except as noted above. |
BASIS OF PRESENTATION (Policies
BASIS OF PRESENTATION (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Discontinued Operations | Considering the nature and extent of the restructuring activities undertaken, in accordance with Accounting Standards Codification (ASC) 205, Presentation of Financial Statements, the Company has determined that these operations meet the "discontinued operations" criteria as of March 31, 2023. As a result, the condensed consolidated statements of financial position, the condensed consolidated statements of operations, the condensed consolidated statements of cash flows, and the notes to the consolidated financial statements have been restated for all periods presented to reflect the discontinuation of these operations in accordance with ASC 205. |
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 | Recently Adopted Accounting Pronouncements 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. We have adopted the provisions of Accounting Standards Update (ASU) No. 2016-13, Credit Losses on Financial Instruments (Topic 326). After careful consideration and analysis, we have determined that the adoption of this pronouncement has not had a material impact |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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 March 31, 2023 Assets: Investment – Cansativa — — 5,753 5,753 Total Assets $ — $ — $ 5,753 $ 5,753 Liabilities: Loans and borrowings — 1,477 — 1,477 Warrant liability — — 157 157 Total Liabilities $ — $ 1,477 $ 157 $ 1,634 As of December 31, 2022 Assets: Investment – Cansativa — — 5,679 5,679 Total Assets $ — $ — $ 5,679 $ 5,679 Liabilities: Loans and borrowings — 1,530 — 1,530 Warrant liability — — 113 113 Total Liabilities $ — $ 1,530 $ 113 $ 1,643 |
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 three months ended March 31, 2023: Level 3 Balance, December 31, 2022 (Measured at equity method) $ 5,679 Change in value due to foreign exchange gain 74 Balance, March 31, 2023 $ 5,753 |
Schedule of Changes in the Fair Value of Warrant Liabilities | The change in fair value of warrant liabilities related to private warrants during the three months ended March 31, 2023, is as follows: Private Placement Warrants: Total Warrant Liability Warrant liability at December 31, 2022 $ 113 Change in fair value of warrant liability 44 Warrant liabilities at March 31, 2023 $ 157 |
Fair Value Measurement Inputs and Valuation Techniques | The following assumptions were used to determine the fair value of the Private Warrants as of March 31, 2023 and December 31, 2022: As of March 31, December 31, Risk-free interest rate 3.88% 4.23% Expected volatility 110% 105% Share Price $0.38 $0.31 Exercise Price $11.50 $11.50 Expiration date December 18, 2025 December 18, 2025 • The risk-free interest rate assumptions are based on U.S. dollar zero curve derived from swap rates at the valuation date, with a term to maturity matching the remaining term of warrants. • The expected volatility assumptions are based on average of historical volatility based on comparable industry volatilities of public warrants. The following table 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 three months ended March 31, 2023: 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) 2.1 - 2.4 |
INVENTORIES, NET (Tables)
INVENTORIES, NET (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories are comprised of the following items as of the periods presented: March 31, December 31, Raw materials $ 1,079 $ 1,204 Work in progress – harvested cannabis and extracts 63 21 Finished goods – cannabis extracts 6,358 6,703 Finished goods – other 515 471 Total $ 8,015 $ 8,399 |
PREPAID, DEPOSITS AND OTHER R_2
PREPAID, DEPOSITS AND OTHER RECEIVABLES (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Prepaid, Deposits and Other Receivables | Prepaid, deposits and other receivables are comprised of the following items as of the periods presented: March 31, December 31, Prepaid expenses $ 1,584 $ 590 Indirect tax receivables 2,127 2,007 Deposits 51 51 Other receivables and advances 16 60 Total $ 3,778 $ 2,708 |
INTANGIBLE ASSETS, NET (Tables)
INTANGIBLE ASSETS, NET (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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 March 31, 2023 and December 31, 2022. The value of product formulation intangible asset is included in the value of Brand: March 31, 2023 Gross Accumulated Net Weighted- Finite-lived intangible assets: Customer contracts $ 925 $ 925 $ — 0.0 Customer relationships 1,000 715 285 2.9 Customer list 650 509 141 1.0 Trade name 4,516 1,778 2,738 6.0 Total finite-lived intangible assets $ 7,091 $ 3,927 $ 3,164 December 31, 2022 Gross Accumulated Net Weighted- Finite-lived intangible assets: Customer contracts $ 925 $ 925 $ — 0.0 Customer relationships 1,000 669 331 3.0 Customer list 650 478 172 1.3 Brand 4,516 1,665 2,851 6.3 Total finite-lived intangible assets $ 7,091 $ 3,737 $ 3,354 Indefinite-lived intangible assets: Licenses $ 19,000 N/A $ 19,000 Impairment Charge $ (19,000) N/A $ (19,000) Total indefinite-lived intangible assets $ — $ — Total intangible assets $ 7,091 $ 3,737 $ 3,354 |
Schedule of Finite-Lived Intangible Assets | The following tables present details of the Company’s total intangible assets as of March 31, 2023 and December 31, 2022. The value of product formulation intangible asset is included in the value of Brand: March 31, 2023 Gross Accumulated Net Weighted- Finite-lived intangible assets: Customer contracts $ 925 $ 925 $ — 0.0 Customer relationships 1,000 715 285 2.9 Customer list 650 509 141 1.0 Trade name 4,516 1,778 2,738 6.0 Total finite-lived intangible assets $ 7,091 $ 3,927 $ 3,164 December 31, 2022 Gross Accumulated Net Weighted- Finite-lived intangible assets: Customer contracts $ 925 $ 925 $ — 0.0 Customer relationships 1,000 669 331 3.0 Customer list 650 478 172 1.3 Brand 4,516 1,665 2,851 6.3 Total finite-lived intangible assets $ 7,091 $ 3,737 $ 3,354 Indefinite-lived intangible assets: Licenses $ 19,000 N/A $ 19,000 Impairment Charge $ (19,000) N/A $ (19,000) Total indefinite-lived intangible assets $ — $ — Total intangible assets $ 7,091 $ 3,737 $ 3,354 |
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 March 31, 2023: Estimated Remainder of 2023 $ 624 2024 585 2025 542 2026 482 2027 452 Thereafter 479 Total $ 3,164 |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT, NET (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | March 31, December 31, Land $ 1,806 $ 1,806 Building & warehouse 7,660 7,658 Laboratory equipment 6,376 6,416 Agricultural equipment 1,477 1,477 Computer equipment 1,397 1,397 Furniture & appliances 785 785 Construction in progress 217 240 Other 1,304 1,304 Property, plant and equipment, gross 21,022 21,083 Less: accumulated depreciation (7,531) (7,120) Property, plant and equipment, net $ 13,491 $ 13,963 |
DEBT (Tables)
DEBT (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | March 31, December 31, Loans and borrowings, Current portion 457 465 Loans and borrowings, Long term 1,020 1,065 Total Debt $ 1,477 $ 1,530 |
GENERAL AND ADMINISTRATION (Tab
GENERAL AND ADMINISTRATION (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
General and Administrative Expense [Abstract] | |
Schedule of General And Administrative Expenses | The components of general and administrative expenses were as follows: Three Months Ended March 31, 2023 2022 Salaries and benefits $ 2,665 $ 3,767 Office and administration 678 998 Professional fees 1,363 1,548 Share based compensation 468 500 Rent 187 231 Other (a) 6 (46) Total $ 5,367 $ 6,998 (a) For the three months ended March 31, 2023 and 2022, other general and administrative costs includes freight-out cost of approximately $110 and $157, respectively, related to costs of packaging, labelling, and courier services, respectively. |
RESTRUCTURING EXPENSE (Tables)
RESTRUCTURING EXPENSE (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Activities Related to the Restructuring Program | The following table summarizes the activities related to the restructuring program for the three months ended March 31, 2023: Employee severance and related benefits Asset Impairment Costs associated with Exit and Disposal Activities Total Balance at December 31, 2022 $ 1,407 $ — $ 830 $ 2,237 Charges against the reserve — — — — Cash payment (792) — (317) (1,109) Balance at March 31, 2023 $ 615 $ — $ 513 $ 1,128 |
SHARE-BASED COMPENSATION (Table
SHARE-BASED COMPENSATION (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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 months ended March 31, 2023. Three Months Ended March 31, 2023 2022 Share-based compensation award type: RSUs 380 315 Stock options 88 185 Total Shared Based Compensation Expense $ 468 $ 500 |
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 three months ended March 31, 2023: Stock Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Balance as at December 31, 2022 410,477 $ 7.15 2.56 $ — Granted — $ — — — Exercised — $ — — $ — Forfeited (3,484) $ 10.41 — — Expired (31,923) $ 12.12 — — Balance as of March 31, 2023 375,070 $ 6.70 2.47 $ — Vested and expected to vest as of March 31, 2023 364,537 $ 6.59 2.51 $ — Vested and exercisable as of March 31, 2023 321,191 $ 5.82 2.06 $ — |
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 three months ended March 31, 2023: Restricted Share Units Weighted-Average Grant Date Fair Value Non-vested as of December 31, 2022 1,368,151 $ 3.50 Granted — — Vested (370,489) 3.23 Canceled/forfeited (7,520) 7.33 Non-vested as of March 31, 2023 990,142 $ 3.57 The following table summarizes the changes in the Company’s market-based restricted share unit activity during the three months ended March 31, 2023: Restricted Share Units Weighted-Average Grant Date Fair Value Non-vested as of December 31, 2022 529,793 $ 12.79 Granted — — Vested — — Canceled/forfeited (31,415) 13.28 Non-vested as of March 31, 2023 498,378 $ 12.75 |
Fair Value Measurement Inputs and Valuation Techniques | The following assumptions were used to determine the fair value of the Private Warrants as of March 31, 2023 and December 31, 2022: As of March 31, December 31, Risk-free interest rate 3.88% 4.23% Expected volatility 110% 105% Share Price $0.38 $0.31 Exercise Price $11.50 $11.50 Expiration date December 18, 2025 December 18, 2025 • The risk-free interest rate assumptions are based on U.S. dollar zero curve derived from swap rates at the valuation date, with a term to maturity matching the remaining term of warrants. • The expected volatility assumptions are based on average of historical volatility based on comparable industry volatilities of public warrants. The following table 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 three months ended March 31, 2023: 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) 2.1 - 2.4 |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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 loss by reportable segment for the periods presented: Three Months Ended March 31, 2023 2022 Segment Net Revenue: Cannabinoid $ 1,222 $ 1,811 Non-Cannabinoid 2,756 3,230 Total Net Revenue 3,978 5,041 Segment Profit (Loss): Cannabinoid (2,315) (5,705) Non-Cannabinoid 447 348 Total Loss $ (1,868) $ (5,357) Reconciliation: Total Segment Loss (1,868) (5,357) Unallocated corporate expenses (1,558) (3,535) Non-cash share-based compensation (468) (500) Depreciation and amortization (236) (327) Loss from operations $ (4,130) $ (9,719) Loss on debt extinguishment, net — 2,263 Loss (gain) on remeasurement of warrant liability 44 (490) Foreign exchange (gain) loss (45) 211 Interest (income) expense and amortization of debt issuance cost (17) 2,109 Other expense (income), net 39 (51) Loss from operations before income taxes and equity investment loss $ (4,151) $ (13,761) |
Disaggregation of Revenue | The following table disaggregates the Company’s revenue by channel for the periods presented: Three Months Ended March 31, 2023 2022 Mass retail $ 2,524 $ 2,814 Distributors 1,262 1,658 Specialty, health and other retail 161 392 E-commerce 31 177 Total $ 3,978 $ 5,041 The following table represents the Company's revenues attributed to countries based on location of customer: Three Months Ended March 31, 2023 2022 United States $ 2,756 $ 3,233 Brazil 887 643 Israel 250 638 Australia (a) 36 368 Other 49 159 Total $ 3,978 $ 5,041 (a) During the quarter, we made additional sales of Portuguese flowers of approximately $300 to Australia, recognized as part of our discontinued operation. See Note 19 for further information. |
Schedule of Revenue by Major Customers by Reporting Segments | Customers with an accounts receivable balance of 10% or greater of total accounts receivable and customers with net revenue of 10% or greater of total revenues are presented below for the periods indicated: Percentage of Revenues Percentage of Accounts Receivable Three Months Ended March 31, 2023 March 31, December 31, 2023 2022 2023 2022 Customer A (a) 15% 11% 12% 18% Customer B (b) * 13% * 13% Customer C (b) * * * 15% Customer D (b) * 13% * * Customer E (b) 20% * 28% * Customer F (b) * * * 10% * 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 | The following table disaggregates the Company’s long-lived assets, by segment for the periods presented: March 31, December 31, Long-lived assets Cannabinoid $ 14,861 $ 15,308 Non-Cannabinoid 130 155 Total $ 14,991 $ 15,463 |
NET INCOME (LOSS) PER SHARE (Ta
NET INCOME (LOSS) PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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 March 31, 2023 March 31, 2022 Numerator: Loss from continuing operations $ (4,151) $ (13,825) Income (loss) from discontinued operations 70 (2,315) Net loss - basic and diluted $ (4,081) $ (16,140) Denominator: Weighted-average common shares outstanding - basic and diluted 43,903,285 27,960,584 Net Loss per common share - basic and diluted: Loss from continuing operations $ (0.09) $ (0.50) Loss from discontinued operations $ — $ (0.08) |
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 March 31, 2023 and 2022, from the computation of diluted net loss per share attributable to common shareholders because including them would have had an anti-dilutive effect: March 31, 2023 March 31, 2022 Common stock warrants 17,840,951 17,840,951 SAMA earnout shares 570,211 570,211 Stock options 375,070 601,223 Unvested restricted share units 1,488,520 2,234,928 Total 20,274,752 21,247,313 |
LEASES (Tables)
LEASES (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Leases [Abstract] | |
Lease, Cost | Financial Statement Classification March 31, 2023 Operating lease costs: Operating lease costs-Fixed General and administrative $ 177,305 Total lease costs $ 177,305 |
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 March 31, 2023: Leases and a reconciliation to the operating lease liabilities as of March 31, 2023 2024 $ 745 2025 219 2026 109 2027 116 2028 103 Thereafter 80 Total future fixed operating lease payments $ 1,372 Less: Imputed interest $ 154 Total operating lease liabilities $ 1,218 Weighted-average remaining lease term - operating leases 2.90 Weighted-average discount rate - operating leases 8.4 % |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Discontinued Operations | To provide transparency and facilitate comparison, the table below presents the major line items constituting the pretax profit or loss of the discontinued operations for the current period ended March 31, 2023, and the prior period ended March 31, 2022: Three Months Ended March 31, 2023 2022 Revenue, net $ 337 $ 183 Cost of sales — (738) Gross profit 337 (555) Expenses General and administrative 282 1,263 Restructuring expenses — 165 Depreciation and amortization — 190 Total expenses 282 1,618 Income (loss) from operations 55 (2,173) Other (income) expense, net (15) 142 Net income (loss) $ 70 $ (2,315) |
BASIS OF PRESENTATION - Narrati
BASIS OF PRESENTATION - Narrative (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Cash and cash equivalents | $ 6,362 | $ 12,449 |
FAIR VALUE MEASUREMENTS - Fair
FAIR VALUE MEASUREMENTS - Fair Value Hierarchy (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Investment – Cansativa | $ 5,753 | $ 5,679 |
Total Assets | 5,753 | 5,679 |
Loans and borrowings | 1,477 | 1,530 |
Warrant liability | 157 | 113 |
Total Liabilities | 1,634 | 1,643 |
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 |
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 | 1,477 | 1,530 |
Warrant liability | 0 | 0 |
Total Liabilities | 1,477 | 1,530 |
Level 3 | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Investment – Cansativa | 5,753 | 5,679 |
Total Assets | 5,753 | 5,679 |
Loans and borrowings | 0 | 0 |
Warrant liability | 157 | 113 |
Total Liabilities | $ 157 | $ 113 |
FAIR VALUE MEASUREMENTS - Summa
FAIR VALUE MEASUREMENTS - Summary of Changes in Fair Value of the Company’s Level 3 Investments (Details) - Equity Method Investments - Level 3 $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning balance | $ 5,679 |
Change in value due to foreign exchange gain | 74 |
Ending balance | $ 5,753 |
FAIR VALUE MEASUREMENTS - Chang
FAIR VALUE MEASUREMENTS - Change in Fair Value (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Changes of Fair Value of Warrant Liabilities [Roll Forward] | ||
Change in fair value of warrant liability | $ 44 | $ (490) |
Private warrant | ||
Changes of Fair Value of Warrant Liabilities [Roll Forward] | ||
Warrant liability, beginning of period | 113 | |
Change in fair value of warrant liability | 44 | |
Warrant liability, end of period | $ 157 |
FAIR VALUE MEASUREMENTS - Warra
FAIR VALUE MEASUREMENTS - Warrant Assumptions (Details) | Mar. 31, 2023 $ / shares | Dec. 31, 2022 $ / shares |
Risk-free interest rate | ||
Class of Warrant or Right [Line Items] | ||
Warrants and rights outstanding, measurement input | 0.0388 | 0.0423 |
Expected volatility | ||
Class of Warrant or Right [Line Items] | ||
Warrants and rights outstanding, measurement input | 1.10 | 1.05 |
Share Price | ||
Class of Warrant or Right [Line Items] | ||
Warrants and rights outstanding, measurement input | 0.38 | 0.31 |
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 | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Inventory [Line Items] | |||
Raw materials | $ 1,079 | $ 1,204 | |
Total | 8,015 | 8,399 | |
Inventory provision | 121 | $ 845 | 4,736 |
Harvested Cannabis And Extracts | |||
Inventory [Line Items] | |||
Work in progress | 63 | 21 | |
Cannabis Extracts | |||
Inventory [Line Items] | |||
Finished goods | 6,358 | 6,703 | |
Other | |||
Inventory [Line Items] | |||
Finished goods | $ 515 | $ 471 |
PREPAID, DEPOSITS AND OTHER R_3
PREPAID, DEPOSITS AND OTHER RECEIVABLES - Components of Prepaids and Advances (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Prepaid expenses | $ 1,584 | $ 590 |
Indirect tax receivables | 2,127 | 2,007 |
Deposits | 51 | 51 |
Other receivables and advances | 16 | 60 |
Total | $ 3,778 | $ 2,708 |
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 (€) | Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) | Sep. 30, 2020 USD ($) | Mar. 27, 2023 $ / shares | Dec. 31, 2022 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 ($) tranche shares | Dec. 21, 2018 EUR (€) tranche € / shares shares | |
Summary of Investment Holdings [Line Items] | ||||||||||||||||||
Share price (Euro per share) | $ / shares | $ 0.55 | |||||||||||||||||
Investment | $ | $ 5,753,000 | $ 5,679,000 | ||||||||||||||||
Loss from investments | $ | 0 | $ (64,000) | ||||||||||||||||
Cansativa | Seed Financing Round | ||||||||||||||||||
Summary of Investment Holdings [Line Items] | ||||||||||||||||||
Shares issued (in shares) | shares | 3,096 | 3,096 | ||||||||||||||||
Investments, fully diluted pre-money valuation | € 8,500,000 | |||||||||||||||||
Preferred Shares | Cansativa | ||||||||||||||||||
Summary of Investment Holdings [Line Items] | ||||||||||||||||||
Shares issued, price per share (Euro per share) | € / shares | € 543.31 | |||||||||||||||||
Preferred Shares | Cansativa | Seed Financing Round | ||||||||||||||||||
Summary of Investment Holdings [Line Items] | ||||||||||||||||||
Shares issued, price per share (Euro per share) | € / shares | € 322.97 | |||||||||||||||||
Cansativa | ||||||||||||||||||
Summary of Investment Holdings [Line Items] | ||||||||||||||||||
Percentage of interest held | 7.60% | |||||||||||||||||
Gain (loss) on investments | $ | $ 211,000 | 0 | ||||||||||||||||
Sale of stock, number of shares issued/sold in transaction (in shares) | shares | 1,586 | 1,586 | ||||||||||||||||
Proceeds from sale of equity method investments | € 2,300,000 | |||||||||||||||||
Gain (loss) on sale of equity method investments | $ | $ 1,983,000 | |||||||||||||||||
Additional gain (loss) on equity method investments | $ | $ 4,868,000 | |||||||||||||||||
Loss from investments | $ | $ 0 | $ 64,000 | ||||||||||||||||
Cansativa | Cansativa, Employee Stock Ownership Plan (ESOP) | ||||||||||||||||||
Summary of Investment Holdings [Line Items] | ||||||||||||||||||
Shares issued (in shares) | shares | 992 | |||||||||||||||||
Cansativa | Tranche One | ||||||||||||||||||
Summary of Investment Holdings [Line Items] | ||||||||||||||||||
Investments, gross | € 1,000,000 | |||||||||||||||||
Cansativa | Seed Financing Round | ||||||||||||||||||
Summary of Investment Holdings [Line Items] | ||||||||||||||||||
Investments, net | € 7,000,000 | |||||||||||||||||
Number of investment tranches | tranche | 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 | $ 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 | Tranche One | ||||||||||||||||||
Summary of Investment Holdings [Line Items] | ||||||||||||||||||
Investments, gross | $ 1,075,000 | 999,920 | ||||||||||||||||
Cansativa | Seed Financing Round | Tranche Two | ||||||||||||||||||
Summary of Investment Holdings [Line Items] | ||||||||||||||||||
Investments, gross | € 0 | 3,000,000 | ||||||||||||||||
Gain (loss) on investments | $ | $ (370,000) | |||||||||||||||||
Cansativa | Seed Financing Round | Tranche Three | ||||||||||||||||||
Summary of Investment Holdings [Line Items] | ||||||||||||||||||
Investments, gross | € 3,000,000 | |||||||||||||||||
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 | Preferred Shares | Seed Financing Round | ||||||||||||||||||
Summary of Investment Holdings [Line Items] | ||||||||||||||||||
Percentage of interest held | 14.22% | 15.80% |
INTANGIBLE ASSETS, NET - Narrat
INTANGIBLE ASSETS, NET - Narrative (Details) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2019 USD ($) | |
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of intangible assets | $ 191,000 | $ 191,000 | ||
Indefinite-lived Intangible Assets [Line Items] | ||||
Impairment of intangible assets, finite-lived | $ 0 | |||
Deferred income tax (recovery) expense | $ (6,650,000) | |||
Licenses | ||||
Indefinite-lived Intangible Assets [Line Items] | ||||
Impairment of intangible assets | $ 19,000,000 | |||
Licenses | Measurement Input, Weighted Average Cost of Capital | Discounted Future Cash Flow | ||||
Indefinite-lived Intangible Assets [Line Items] | ||||
Intangible assets, measurement input | 0.24 | |||
Herbal Brands, Inc. | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Finite-lived intangible assets acquired | $ 7,091,000 |
INTANGIBLE ASSETS, NET - Compon
INTANGIBLE ASSETS, NET - Components of Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 7,091 | $ 7,091 |
Accumulated Amortization | 3,927 | 3,737 |
Net Carrying Amount | 3,164 | 3,354 |
Indefinite-lived Intangible Assets [Line Items] | ||
Net Carrying Amount | 0 | |
Gross Carrying Amount | 7,091 | |
Accumulated Amortization | 3,927 | 3,737 |
Net Carrying Amount | 3,164 | 3,354 |
Licenses | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Net Carrying Amount | 19,000 | |
Impairment Charge | (19,000) | |
Customer contracts | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 925 | 925 |
Accumulated Amortization | 925 | 925 |
Net Carrying Amount | $ 0 | $ 0 |
Weighted- Average Useful Life (in Years) | 0 years | 0 years |
Indefinite-lived Intangible Assets [Line Items] | ||
Accumulated Amortization | $ 925 | $ 925 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 1,000 | 1,000 |
Accumulated Amortization | 715 | 669 |
Net Carrying Amount | $ 285 | $ 331 |
Weighted- Average Useful Life (in Years) | 2 years 10 months 24 days | 3 years |
Indefinite-lived Intangible Assets [Line Items] | ||
Accumulated Amortization | $ 715 | $ 669 |
Customer list | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 650 | 650 |
Accumulated Amortization | 509 | 478 |
Net Carrying Amount | $ 141 | $ 172 |
Weighted- Average Useful Life (in Years) | 1 year | 1 year 3 months 18 days |
Indefinite-lived Intangible Assets [Line Items] | ||
Accumulated Amortization | $ 509 | $ 478 |
Trade name | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 4,516 | |
Accumulated Amortization | 1,778 | |
Net Carrying Amount | $ 2,738 | |
Weighted- Average Useful Life (in Years) | 6 years | |
Indefinite-lived Intangible Assets [Line Items] | ||
Accumulated Amortization | $ 1,778 | |
Brand | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 4,516 | |
Accumulated Amortization | 1,665 | |
Net Carrying Amount | $ 2,851 | |
Weighted- Average Useful Life (in Years) | 6 years 3 months 18 days | |
Indefinite-lived Intangible Assets [Line Items] | ||
Accumulated Amortization | $ 1,665 |
INTANGIBLE ASSETS, NET - Amorti
INTANGIBLE ASSETS, NET - Amortization Expense (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Remainder of 2023 | $ 624 | |
2024 | 585 | |
2025 | 542 | |
2026 | 482 | |
2027 | 452 | |
Thereafter | 479 | |
Net Carrying Amount | $ 3,164 | $ 3,354 |
PROPERTY, PLANT AND EQUIPMENT_3
PROPERTY, PLANT AND EQUIPMENT, NET - Components (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 21,022 | $ 21,083 |
Less: accumulated depreciation | (7,531) | (7,120) |
Property, plant and equipment, net | 13,491 | 13,963 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 1,806 | 1,806 |
Building & warehouse | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 7,660 | 7,658 |
Laboratory equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 6,376 | 6,416 |
Agricultural equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 1,477 | 1,477 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 1,397 | 1,397 |
Furniture & appliances | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 785 | 785 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 217 | 240 |
Other | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 1,304 | $ 1,304 |
DEBT - Components of Debt (Deta
DEBT - Components of Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Debt Disclosure [Abstract] | ||
Loans and borrowings, Current portion | $ 457 | $ 465 |
Loans and borrowings, Long term | 1,020 | 1,065 |
Total Debt | $ 1,477 | $ 1,530 |
DEBT - Other Borrowings (Detail
DEBT - Other Borrowings (Details) € in Thousands, $ in Thousands, $ in Thousands | 1 Months Ended | 3 Months Ended | |||||||||
Jan. 31, 2021 USD ($) | Mar. 31, 2023 USD ($) | Mar. 31, 2023 EUR (€) | Mar. 31, 2022 USD ($) | Mar. 31, 2022 EUR (€) | Mar. 31, 2023 EUR (€) | Mar. 31, 2023 COP ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2022 EUR (€) | Dec. 31, 2022 COP ($) | Jan. 31, 2021 EUR (€) | |
Debt Instrument [Line Items] | |||||||||||
Long-term debt | $ 1,477 | $ 1,530 | |||||||||
Portugal Debt | Foreign Line of Credit | Clever Leaves Portugal Unipessoal LDA | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, face amount | $ 1,213 | € 1,000 | |||||||||
Interest expense, debt | 11 | € 10 | $ 9 | € 8 | |||||||
Repayments of debt | 66 | € 63 | $ 70 | € 63 | |||||||
Long-term debt | 739 | € 680 | 805 | € 750 | |||||||
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 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, face amount | 1,295 | $ 5,305,800 | |||||||||
Long-term debt | $ 738 | $ 3,427,534 | $ 725 | $ 3,471,576 | |||||||
First required payment term | 6 months | 6 months | |||||||||
Coloumbia Debt | Foreign Line of Credit | Ecomedics S.A.S | Minimum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest rate | 10.96% | 10.96% | 10.96% | ||||||||
Coloumbia Debt | Foreign Line of Credit | Ecomedics S.A.S | Maximum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest rate | 12.25% | 12.25% | 12.25% |
CAPITAL STOCK - Common Shares (
CAPITAL STOCK - Common Shares (Details) - shares | Mar. 31, 2023 | Mar. 27, 2023 | Dec. 31, 2022 |
Equity [Abstract] | |||
Common stock, shares outstanding (in shares) | 44,007,272 | 40,996,523 | 43,636,783 |
Common stock, shares issued (in shares) | 44,007,272 | 43,636,783 |
CAPITAL STOCK - Equity Distribu
CAPITAL STOCK - Equity Distribution Agreement (Details) - USD ($) | 3 Months Ended | ||||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 27, 2023 | Dec. 31, 2022 | Jan. 14, 2022 | |
Subsidiary, Sale of Stock [Line Items] | |||||
Entity public float | $ 22,548 | ||||
Common stock, shares outstanding (in shares) | 44,007,272 | 40,996,523 | 43,636,783 | ||
Share price (USD per share) | $ 0.55 | ||||
Proceeds from issuance of shares | $ 0 | $ 23,400,000 | |||
Equity issuance costs | $ 25,000 | $ 1,177,000 | |||
Equity Distribution Agreement | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of stock, authorized offering amount | $ 7,516 | $ 50,000,000 | |||
At-the Market | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of stock, number of shares issued/sold in transaction (in shares) | 0 | 11,047,567 | |||
Consideration received on transaction | $ 22,223,000 | ||||
Proceeds from issuance of shares | 23,400,000 | ||||
Equity issuance costs | $ 1,177,000 |
CAPITAL STOCK - Warrants (Detai
CAPITAL STOCK - Warrants (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 27, 2023 | |
Class of Warrant or Right [Line Items] | |||
Exercise price (USD per share) | $ 11.50 | ||
Commencement period | 30 days | ||
Redemption price of outstanding warrants (USD per share) | $ 0.01 | ||
Share price (USD per share) | $ 0.55 | ||
Adverse effect to holders, amendment, percentage of approval | 50.10% | ||
Loss (gain) on remeasurement of warrant liability | $ 44 | $ (490) | |
Common stock warrants | |||
Class of Warrant or Right [Line Items] | |||
Warrant, outstanding (in shares) | 12,877,361 | ||
Private warrant | |||
Class of Warrant or Right [Line Items] | |||
Warrant, outstanding (in shares) | 4,900,000 | ||
Common Stock | |||
Class of Warrant or Right [Line Items] | |||
Number of securities called by each warrant (in shares) | 1 | ||
Number of trading days where price is exceeded | 20 days | ||
Number of consecutive trading days where price is exceeded | 30 days | ||
Common Stock | Minimum | |||
Class of Warrant or Right [Line Items] | |||
Share price (USD per share) | $ 18 |
GENERAL AND ADMINISTRATION - Co
GENERAL AND ADMINISTRATION - Components (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
General and Administrative Expense [Abstract] | ||
Salaries and benefits | $ 2,665 | $ 3,767 |
Office and administration | 678 | 998 |
Professional fees | 1,363 | 1,548 |
Share based compensation | 468 | 500 |
Rent | 187 | 231 |
Other | 6 | (46) |
Total | 5,367 | 6,998 |
Freight-out cost | $ 110 | $ 157 |
RESTRUCTURING EXPENSE - Narrati
RESTRUCTURING EXPENSE - Narrative (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Restructuring and Related Activities [Abstract] | ||
Restructuring charges | $ 0 | $ 3,843,000 |
RESTRUCTURING EXPENSE - Activit
RESTRUCTURING EXPENSE - Activities Related to the Restructuring Program (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Restructuring Reserve [Roll Forward] | |
Balance at December 31, 2022 | $ 2,237 |
Charges against the reserve | 0 |
Cash payment | (1,109) |
Balance at March 31, 2023 | 1,128 |
Employee severance and related benefits | |
Restructuring Reserve [Roll Forward] | |
Balance at December 31, 2022 | 1,407 |
Charges against the reserve | 0 |
Cash payment | (792) |
Balance at March 31, 2023 | 615 |
Asset Impairment | |
Restructuring Reserve [Roll Forward] | |
Balance at December 31, 2022 | 0 |
Charges against the reserve | 0 |
Cash payment | 0 |
Balance at March 31, 2023 | 0 |
Costs associated with Exit and Disposal Activities | |
Restructuring Reserve [Roll Forward] | |
Balance at December 31, 2022 | 830 |
Charges against the reserve | 0 |
Cash payment | (317) |
Balance at March 31, 2023 | $ 513 |
SHARE-BASED COMPENSATION - Shar
SHARE-BASED COMPENSATION - Share-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share based compensation | $ 468 | $ 500 |
RSUs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share based compensation | 380 | 315 |
Stock options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share based compensation | $ 88 | $ 185 |
SHARE-BASED COMPENSATION - Acti
SHARE-BASED COMPENSATION - Activity of Stock Options (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Stock Options | ||
Outstanding, beginning balance (in shares) | 410,477 | |
Granted (in shares) | 0 | |
Exercised (in shares) | 0 | |
Forfeited (in shares) | (3,484) | |
Expired (in shares) | (31,923) | |
Outstanding, ending balance (in shares) | 375,070 | 410,477 |
Vested and expected to vest (in shares) | 364,537 | |
Vested and exercisable (in shares) | 321,191 | |
Weighted-Average Exercise Price | ||
Outstanding, beginning (USD per share) | $ 7.15 | |
Granted (USD per share) | 0 | |
Exercised (USD per share) | 0 | |
Forfeited (USD per share) | 10.41 | |
Expired (USD per share) | 12.12 | |
Outstanding, ending (USD per share) | 6.70 | $ 7.15 |
Vested and expected to vest (USD per share) | 6.59 | |
Vested and exercisable (USD per share) | $ 5.82 | |
Weighted-Average Remaining Contractual Term (Years) and Aggregate Intrinsic Value | ||
Outstanding term | 2 years 5 months 19 days | 2 years 6 months 21 days |
Vested and expected to vest term | 2 years 6 months 3 days | |
Vested and exercisable term | 2 years 21 days | |
Outstanding | $ 0 | $ 0 |
Exercised | 0 | |
Vested and expected to vest | 0 | |
Vested and exercisable | $ 0 |
SHARE-BASED COMPENSATION - Narr
SHARE-BASED COMPENSATION - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Mar. 27, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share price (USD per share) | $ 0.55 | |||
Stock options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Weighted-average grant date, fair value (USD per share) | $ 0 | $ 1.72 | ||
Cost not yet recognized, amount | $ 282 | $ 961 | ||
Cost not yet recognized, period for recognition | 2 years 6 months | 1 year 2 months 12 days | ||
Market-based Restricted Share Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted (in shares) | 0 | |||
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) | 3 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Time-based Restricted Share Units | |
Restricted Share Units | |
Non-vested, beginning balance (in shares) | shares | 1,368,151 |
Granted (in shares) | shares | 0 |
Vested (in shares) | shares | (370,489) |
Canceled/forfeited (in shares) | shares | (7,520) |
Non-vested, ending balance (in shares) | shares | 990,142 |
Weighted-Average Grant Date Fair Value | |
Non-vested, beginning price (USD per share) | $ / shares | $ 3.50 |
Granted (USD per share) | $ / shares | 0 |
Vested (USD per share) | $ / shares | 3.23 |
Canceled/forfeited (USD per share) | $ / shares | 7.33 |
Non-vested, ending price (USD per share) | $ / shares | $ 3.57 |
Market-based Restricted Share Units | |
Restricted Share Units | |
Non-vested, beginning balance (in shares) | shares | 529,793 |
Granted (in shares) | shares | 0 |
Vested (in shares) | shares | 0 |
Canceled/forfeited (in shares) | shares | (31,415) |
Non-vested, ending balance (in shares) | shares | 498,378 |
Weighted-Average Grant Date Fair Value | |
Non-vested, beginning price (USD per share) | $ / shares | $ 12.79 |
Granted (USD per share) | $ / shares | 0 |
Vested (USD per share) | $ / shares | 0 |
Canceled/forfeited (USD per share) | $ / shares | 13.28 |
Non-vested, ending price (USD per share) | $ / shares | $ 12.75 |
SHARE-BASED COMPENSATION - Weig
SHARE-BASED COMPENSATION - Weighted-average Assumptions (Details) - Market-based Restricted Share Units | 3 Months Ended |
Mar. 31, 2023 $ / 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 1 month 6 days |
Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected life (in years) | 2 years 4 months 24 days |
REVENUE - Narrative (Details)
REVENUE - Narrative (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Revenue from Contract with Customer [Abstract] | ||
Deferred revenue, current | $ 988 | $ 1,072 |
Deferred revenue, noncurrent | $ 0 | $ 0 |
SEGMENT REPORTING - Narrative (
SEGMENT REPORTING - Narrative (Details) | 3 Months Ended |
Mar. 31, 2023 segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 2 |
SEGMENT REPORTING - Net Sales a
SEGMENT REPORTING - Net Sales and Segment Profit (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Segment Reporting Information [Line Items] | ||
Segment net revenue | $ 3,978 | $ 5,041 |
Segment profit (loss) | 2,234 | 2,593 |
Non-cash share-based compensation | (468) | (500) |
Depreciation and amortization | (236) | (327) |
Loss from operations | (4,130) | (9,719) |
Loss on debt extinguishment, net | 0 | 2,263 |
Loss (gain) on remeasurement of warrant liability | 44 | (490) |
Foreign exchange (gain) loss | (45) | 211 |
Interest (income) expense and amortization of debt issuance cost | (17) | 2,109 |
Other expense (income), net | 39 | (51) |
Loss from operations before income taxes and equity investment loss | (4,151) | (13,761) |
Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Segment net revenue | 3,978 | 5,041 |
Segment profit (loss) | (1,868) | (5,357) |
Operating Segments | Cannabinoid | ||
Segment Reporting Information [Line Items] | ||
Segment net revenue | 1,222 | 1,811 |
Segment profit (loss) | (2,315) | (5,705) |
Operating Segments | Non-Cannabinoid | ||
Segment Reporting Information [Line Items] | ||
Segment net revenue | 2,756 | 3,230 |
Segment profit (loss) | 447 | 348 |
Other | ||
Segment Reporting Information [Line Items] | ||
Unallocated corporate expenses | (1,558) | (3,535) |
Non-cash share-based compensation | (468) | (500) |
Depreciation and amortization | (236) | (327) |
Loss from operations | $ (4,130) | $ (9,719) |
SEGMENT REPORTING - Revenues by
SEGMENT REPORTING - Revenues by Channel (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Segment Reporting Information [Line Items] | ||
Revenue, net | $ 3,978 | $ 5,041 |
Mass retail | ||
Segment Reporting Information [Line Items] | ||
Revenue, net | 2,524 | 2,814 |
Distributors | ||
Segment Reporting Information [Line Items] | ||
Revenue, net | 1,262 | 1,658 |
Specialty, health and other retail | ||
Segment Reporting Information [Line Items] | ||
Revenue, net | 161 | 392 |
E-commerce | ||
Segment Reporting Information [Line Items] | ||
Revenue, net | $ 31 | $ 177 |
SEGMENT REPORTING - Revenues _2
SEGMENT REPORTING - Revenues by Country (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Segment Reporting Information [Line Items] | ||
Revenue, net | $ 3,978,000 | $ 5,041,000 |
United States | ||
Segment Reporting Information [Line Items] | ||
Revenue, net | 2,756,000 | 3,233,000 |
Brazil | ||
Segment Reporting Information [Line Items] | ||
Revenue, net | 887,000 | 643,000 |
Israel | ||
Segment Reporting Information [Line Items] | ||
Revenue, net | 250,000 | 638,000 |
Australia | ||
Segment Reporting Information [Line Items] | ||
Revenue, net | 36,000 | 368,000 |
Australia | Discontinued Operations | Portugal Operation | ||
Segment Reporting Information [Line Items] | ||
Revenue, net | 300,000 | |
Other | ||
Segment Reporting Information [Line Items] | ||
Revenue, net | $ 49,000 | $ 159,000 |
SEGMENT REPORTING - Concentrati
SEGMENT REPORTING - Concentration Risk (Details) - Customer Concentration Risk | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Revenue | Customer A | ||
Segment Reporting Information [Line Items] | ||
Concentration risk, percentage | 15% | 11% |
Revenue | Customer B | ||
Segment Reporting Information [Line Items] | ||
Concentration risk, percentage | 13% | |
Revenue | Customer D | ||
Segment Reporting Information [Line Items] | ||
Concentration risk, percentage | 13% | |
Revenue | Customer E | ||
Segment Reporting Information [Line Items] | ||
Concentration risk, percentage | 20% | |
Accounts Receivable | Customer A | ||
Segment Reporting Information [Line Items] | ||
Concentration risk, percentage | 12% | 18% |
Accounts Receivable | Customer B | ||
Segment Reporting Information [Line Items] | ||
Concentration risk, percentage | 13% | |
Accounts Receivable | Customer C | ||
Segment Reporting Information [Line Items] | ||
Concentration risk, percentage | 15% | |
Accounts Receivable | Customer E | ||
Segment Reporting Information [Line Items] | ||
Concentration risk, percentage | 28% | |
Accounts Receivable | Customer F | ||
Segment Reporting Information [Line Items] | ||
Concentration risk, percentage | 10% |
SEGMENT REPORTING - Long-lived
SEGMENT REPORTING - Long-lived Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Segment Reporting Information [Line Items] | ||
Long-lived assets | $ 14,991 | $ 15,463 |
Operating Segments | Cannabinoid | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets | 14,861 | 15,308 |
Operating Segments | Non-Cannabinoid | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets | $ 130 | $ 155 |
NET INCOME (LOSS) PER SHARE - C
NET INCOME (LOSS) PER SHARE - Computation of Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Earnings Per Share [Abstract] | ||
Loss from continuing operations | $ (4,151) | $ (13,825) |
Income (loss) from discontinued operations | 70 | (2,315) |
Net loss - basic | (4,081) | (16,140) |
Net loss - diluted | $ (4,081) | $ (16,140) |
Weighted-average common shares outstanding - basic (in shares) | 43,903,285 | 27,960,584 |
Weighted-average common shares outstanding - diluted (in shares) | 43,903,285 | 27,960,584 |
Loss from continuing operations - basic (USD per share) | $ (0.09) | $ (0.50) |
Loss from continuing operations - diluted (USD per share) | (0.09) | (0.50) |
Loss from discontinued operations - basic (USD per share) | 0 | (0.08) |
Loss from discontinued operations - diluted (USD per share) | $ 0 | $ (0.08) |
NET INCOME (LOSS) PER SHARE -_2
NET INCOME (LOSS) PER SHARE - Computation of Anti-dilutive Effect (Details) - shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 20,274,752 | 21,247,313 |
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) | 375,070 | 601,223 |
Unvested restricted share units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 1,488,520 | 2,234,928 |
LEASES - Narrative (Details)
LEASES - Narrative (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Lessee, Lease, Description [Line Items] | |
Operating lease, payments | $ 215,424 |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Lessor, operating lease, renewal term | 12 months |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Lessor, operating lease, renewal term | 60 months |
LEASES - Costs (Details)
LEASES - Costs (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Leases [Abstract] | |
Operating lease costs-Fixed | $ 177,305 |
Total lease costs | $ 177,305 |
LEASES - Undiscounted Future Fi
LEASES - Undiscounted Future Fixed Payment Obligations (Details) $ in Thousands | Mar. 31, 2023 USD ($) |
Operating Lease | |
2024 | $ 745 |
2025 | 219 |
2026 | 109 |
2027 | 116 |
2028 | 103 |
Thereafter | 80 |
Total future fixed operating lease payments | 1,372 |
Less: Imputed interest | 154 |
Total operating lease liabilities | $ 1,218 |
Weighted-average remaining lease term - operating leases | 2 years 10 months 24 days |
Weighted-average discount rate - operating leases | 8.40% |
DISCONTINUED OPERATIONS (Detail
DISCONTINUED OPERATIONS (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Net income (loss) | $ 70 | $ (2,315) |
Discontinued Operations, Held-for-sale | Portugal Operation | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Revenue, net | 337 | 183 |
Cost of sales | 0 | (738) |
Gross profit | 337 | (555) |
General and administrative | 282 | 1,263 |
Restructuring expenses | 0 | 165 |
Depreciation and amortization | 0 | 190 |
Total expenses | 282 | 1,618 |
Income (loss) from operations | 55 | (2,173) |
Other (income) expense, net | (15) | 142 |
Net income (loss) | $ 70 | $ (2,315) |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - At-the Market - shares | 1 Months Ended | 3 Months Ended | |
May 08, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | |
Subsequent Event [Line Items] | |||
Sale of stock, number of shares issued/sold in transaction (in shares) | 0 | 11,047,567 | |
Subsequent Event | |||
Subsequent Event [Line Items] | |||
Sale of stock, number of shares issued/sold in transaction (in shares) | 941,745 |