Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 07, 2023 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 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 | 1,745,152 | |
Entity Central Index Key | 0001819615 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Common shares without par value | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Common shares without par value | |
Trading Symbol | CLVR | |
Security Exchange Name | NASDAQ | |
Warrants, each warrant exercisable for 1/30th common share at an exercise price of $11.50 | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Warrants, each warrant exercisable for 1/30th 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 | Sep. 30, 2023 | Dec. 31, 2022 |
Current: | ||
Cash and cash equivalents | $ 6,472 | $ 12,449 |
Restricted cash | 66 | 439 |
Accounts receivable, net | 1,746 | 2,252 |
Prepaids, deposits and other receivables | 1,941 | 2,708 |
Inventories, net | 7,709 | 8,399 |
Total current assets | 17,934 | 26,247 |
Investment – Cansativa | 1,896 | 5,679 |
Property, plant and equipment, net of accumulated depreciation of $8,389 and $7,120 for September 30, 2023 and December 31, 2022, respectively | 12,752 | 13,963 |
Assets held for sale - Land | 1,500 | 1,500 |
Intangible assets, net | 2,821 | 3,354 |
Operating lease right-of-use assets, net | 820 | 1,303 |
Other non-current assets | 54 | 52 |
Total Assets | 37,777 | 52,098 |
Current: | ||
Accounts payable | 2,088 | 2,299 |
Accrued expenses and other current liabilities | 3,225 | 4,238 |
Loans and borrowings, current portion | 477 | 465 |
Warrant liability | 108 | 113 |
Operating lease liabilities, current portion | 512 | 1,239 |
Deferred revenue | 437 | 1,072 |
Total current liabilities | 6,847 | 9,426 |
Loans and borrowing — long-term | 859 | 1,065 |
Operating lease liabilities — long-term | 366 | 1,087 |
Other long-term liabilities | 16 | 112 |
Total Liabilities | 8,088 | 11,690 |
Contingencies and commitments | ||
Shareholders’ equity | ||
Preferred shares, without par value, unlimited shares authorized, nil shares issued and outstanding for each of September 30, 2023 and December 31, 2022 | 0 | 0 |
Common shares, without par value, unlimited shares authorized: 1,726,145 and 1,454,559 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively | 0 | 0 |
Additional paid-in capital | 223,407 | 221,313 |
Accumulated deficit | (193,718) | (180,905) |
Total shareholders' equity | 29,689 | 40,408 |
Total liabilities and shareholders' equity | $ 37,777 | $ 52,098 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Financial Position (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Property, plant and equipment, accumulated depreciation | $ 8,389 | $ 7,120 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, shares issued (in shares) | 1,726,145 | 1,454,559 |
Common stock, shares outstanding (in shares) | 1,726,145 | 1,454,559 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||||
Revenue, net | $ 3,820,000 | $ 2,867,000 | $ 12,779,000 | $ 12,008,000 |
Cost of sales | (1,878,000) | (1,568,000) | (5,877,000) | (5,635,000) |
Gross profit | 1,942,000 | 1,299,000 | 6,902,000 | 6,373,000 |
Expenses | ||||
General and administrative | 4,155,000 | 5,442,000 | 14,327,000 | 18,865,000 |
Sales and marketing | 582,000 | 615,000 | 1,600,000 | 2,075,000 |
Research and development | 292,000 | 343,000 | 907,000 | 1,114,000 |
Restructuring expenses | 0 | (82,000) | 0 | 3,761,000 |
Goodwill impairment | 19,000,000 | 19,000,000 | ||
Depreciation and amortization | 290,000 | 305,000 | 750,000 | 950,000 |
Total expenses | 5,319,000 | 25,623,000 | 17,584,000 | 45,765,000 |
Loss from operations | (3,377,000) | (24,324,000) | (10,682,000) | (39,392,000) |
Other Expense (Income), net | ||||
Interest and amortization of debt issuance cost | 5,000 | (58,000) | 23,000 | 2,696,000 |
Gain on remeasurement of warrant liability | (60,000) | (196,000) | (5,000) | (2,009,000) |
Gain on investment | 0 | 0 | 0 | (6,851,000) |
Investment impairment | 3,705,000 | 0 | 3,705,000 | 0 |
Loss on debt extinguishment, net | 0 | 0 | 0 | 2,263,000 |
Foreign exchange loss | 275,000 | 669,000 | 297,000 | 1,144,000 |
Other (income) expense, net | (31,000) | 102,000 | (19,000) | 111,000 |
Total other expenses (income), net | 3,894,000 | 517,000 | 4,001,000 | (2,646,000) |
Loss before income taxes and equity investment loss | (7,271,000) | (24,841,000) | (14,683,000) | (36,746,000) |
Deferred income tax (recovery) | 0 | (6,650,000) | 0 | (6,650,000) |
Equity investment share of loss | 0 | 0 | 0 | 64,000 |
Loss from continuing operations | (7,271,000) | (18,191,000) | (14,683,000) | (30,160,000) |
Income (loss) from discontinued operations | 2,133,000 | (1,972,000) | 1,869,000 | (7,189,000) |
Net loss | $ (5,138,000) | $ (20,163,000) | $ (12,814,000) | $ (37,349,000) |
Net loss per share: | ||||
Basic from continuing operations (USD per share) | $ (4.60) | $ (12.93) | $ (9.70) | $ (24.70) |
Diluted from continuing operations (USD per share) | (4.60) | (12.93) | (9.70) | (24.70) |
Basic from discontinued operations (USD per share) | 1.35 | (1.41) | 1.23 | (5.90) |
Diluted from discontinued operations (USD per share) | 1.35 | (1.41) | 1.23 | (5.90) |
Net loss per share - basic (USD per share) | (3.25) | (14.33) | (8.47) | (30.59) |
Net loss per share - diluted (USD per share) | $ (3.25) | $ (14.33) | $ (8.47) | $ (30.59) |
Weighted-average common shares outstanding - basic (in shares) | 1,580,456 | 1,407,419 | 1,513,575 | 1,221,107 |
Weighted-average common shares outstanding - diluted (in shares) | 1,580,456 | 1,407,419 | 1,513,575 | 1,221,107 |
Weighted-average common shares outstanding per share, basic (USD per share) | $ (3.25) | $ (14.33) | $ (8.47) | $ (30.59) |
Weighted-average common shares outstanding per share, diluted (USD per share) | $ (3.25) | $ (14.33) | $ (8.47) | $ (30.59) |
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 | 886,860 | |||
Beginning balance at Dec. 31, 2021 | $ 72,770 | $ 0 | $ 187,510 | $ (114,740) |
Increase (Decrease) in Shareholders' Equity [Roll Forward] | ||||
Issuance of common shares, gross (in shares) | 368,252 | |||
Issuance of common shares, gross | 23,400 | 23,400 | ||
Issuance of common shares upon vesting RSUs (in shares) | 8,248 | |||
Stock option exercise (in shares) | 3,870 | |||
Stock option exercise | 22 | 22 | ||
Stock-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) | 20,233 | |||
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 | 1,287,463 | |||
Ending balance at Mar. 31, 2022 | 82,448 | $ 0 | 213,328 | (130,880) |
Beginning balance (in shares) at Dec. 31, 2021 | 886,860 | |||
Beginning balance at Dec. 31, 2021 | 72,770 | $ 0 | 187,510 | (114,740) |
Increase (Decrease) in Shareholders' Equity [Roll Forward] | ||||
Net loss | (37,349) | |||
Ending balance (in shares) at Sep. 30, 2022 | 1,452,380 | |||
Ending balance at Sep. 30, 2022 | 69,502 | $ 0 | 221,591 | (152,089) |
Beginning balance (in shares) at Mar. 31, 2022 | 1,287,463 | |||
Beginning balance at Mar. 31, 2022 | 82,448 | $ 0 | 213,328 | (130,880) |
Increase (Decrease) in Shareholders' Equity [Roll Forward] | ||||
Issuance of common shares upon vesting RSUs (in shares) | 1,330 | |||
Stock option exercise (in shares) | 1,186 | |||
Stock-based compensation expense | 1,148 | 1,148 | ||
Conversion of Convertible Note to common shares (in shares) | 30,000 | |||
Conversion of Convertible Note to common shares | 2,039 | 2,039 | ||
Net loss | (1,046) | (1,046) | ||
Ending balance (in shares) at Jun. 30, 2022 | 1,319,979 | |||
Ending balance at Jun. 30, 2022 | 84,589 | $ 0 | 216,515 | (131,926) |
Increase (Decrease) in Shareholders' Equity [Roll Forward] | ||||
Issuance of common shares, gross (in shares) | 131,573 | |||
Issuance of common shares, gross | 4,286 | 4,286 | ||
Issuance of common shares upon vesting RSUs (in shares) | 828 | |||
Stock-based compensation expense | 958 | 958 | ||
Equity issuance costs | (168) | (168) | ||
Net loss | (20,163) | (20,163) | ||
Ending balance (in shares) at Sep. 30, 2022 | 1,452,380 | |||
Ending balance at Sep. 30, 2022 | $ 69,502 | $ 0 | 221,591 | (152,089) |
Beginning balance (in shares) at Dec. 31, 2022 | 1,454,559 | 1,454,559 | ||
Beginning balance at Dec. 31, 2022 | $ 40,408 | $ 0 | 221,313 | (180,905) |
Increase (Decrease) in Shareholders' Equity [Roll Forward] | ||||
Issuance of common shares upon vesting RSUs (in shares) | 12,350 | |||
Stock-based compensation expense | 468 | 468 | ||
Equity issuance costs | (25) | (25) | ||
Net loss | (4,081) | (4,081) | ||
Ending balance (in shares) at Mar. 31, 2023 | 1,466,909 | |||
Ending balance at Mar. 31, 2023 | $ 36,770 | $ 0 | 221,756 | (184,986) |
Beginning balance (in shares) at Dec. 31, 2022 | 1,454,559 | 1,454,559 | ||
Beginning balance at Dec. 31, 2022 | $ 40,408 | $ 0 | 221,313 | (180,905) |
Increase (Decrease) in Shareholders' Equity [Roll Forward] | ||||
Net loss | $ (12,814) | |||
Ending balance (in shares) at Sep. 30, 2023 | 1,726,145 | 1,726,145 | ||
Ending balance at Sep. 30, 2023 | $ 29,689 | $ 0 | 223,407 | (193,718) |
Beginning balance (in shares) at Mar. 31, 2023 | 1,466,909 | |||
Beginning balance at Mar. 31, 2023 | 36,770 | $ 0 | 221,756 | (184,986) |
Increase (Decrease) in Shareholders' Equity [Roll Forward] | ||||
Issuance of common shares, gross (in shares) | 51,986 | |||
Issuance of common shares, gross | 438 | 438 | ||
Issuance of common shares upon vesting RSUs (in shares) | 4,587 | |||
Stock-based compensation expense | 433 | 433 | ||
Equity issuance costs | (97) | (97) | ||
Net loss | (3,595) | (3,595) | ||
Ending balance (in shares) at Jun. 30, 2023 | 1,523,482 | |||
Ending balance at Jun. 30, 2023 | 33,949 | $ 0 | 222,530 | (188,581) |
Increase (Decrease) in Shareholders' Equity [Roll Forward] | ||||
Issuance of common shares, gross (in shares) | 201,912 | |||
Issuance of common shares, gross | 903 | 903 | ||
Issuance of common shares upon vesting RSUs (in shares) | 738 | |||
Stock-based compensation expense | 52 | 52 | ||
Equity issuance costs | (77) | (77) | ||
Round off due to reverse split (in shares) | 13 | |||
Net loss | $ (5,138) | (5,138) | ||
Ending balance (in shares) at Sep. 30, 2023 | 1,726,145 | 1,726,145 | ||
Ending balance at Sep. 30, 2023 | $ 29,689 | $ 0 | $ 223,407 | $ (193,718) |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | ||
Cash Flow from Operating Activities: | ||||||||
Loss from continuing operations | $ (7,271) | $ (18,191) | $ (14,683) | $ (30,160) | ||||
Gain (loss) from discontinued operations | 2,133 | (1,972) | 1,869 | (7,189) | ||||
Net loss | (5,138) | $ (4,081) | (20,163) | $ (16,140) | (12,814) | (37,349) | ||
Adjustments to reconcile to net cash used in operating activities: | ||||||||
Depreciation and amortization | 1,933 | 2,935 | ||||||
Gain on sale of fixed assets | (2,825) | 0 | ||||||
Amortization of debt discount and debt issuance cost | 0 | 1,949 | ||||||
Inventory provision | 591 | 3,822 | ||||||
Restructuring and related costs | 0 | 3,791 | ||||||
Gain on remeasurement of warrant liability | (5) | (2,009) | ||||||
Intangible asset impairment | 0 | 19,000 | ||||||
Deferred tax recovery | 0 | (6,650) | 0 | (6,650) | $ 6,650 | |||
Amortization of right of use asset | 483 | 128 | ||||||
Foreign exchange loss | 341 | 1,420 | ||||||
Stock-based compensation expense | 954 | 2,606 | ||||||
Investment impairment | 3,705 | 0 | 3,705 | 0 | ||||
Equity investment share of loss | 0 | 0 | 0 | 64 | ||||
Gain on investment | 0 | (6,851) | ||||||
Loss on debt extinguishment, net | 0 | 2,263 | ||||||
Other non-cash expense, net | 0 | 600 | ||||||
Changes in operating assets and liabilities: | ||||||||
Decrease (increase) in accounts receivable | 506 | (369) | ||||||
Decrease (increase) in prepaid expenses and other receivables | 767 | (466) | ||||||
(Increase) decrease in other non-current assets | (638) | 555 | ||||||
(Decrease) in lease liability | (788) | 0 | ||||||
Decrease (increase) in inventory | 99 | (5,067) | ||||||
(Decrease) in accounts payable and other current liabilities | (2,178) | (4,756) | ||||||
(Decrease) increase in accrued and other non-current liabilities | (96) | 415 | ||||||
Net cash used in operating activities | (9,965) | (23,969) | ||||||
Cash Flow from Investing Activities: | ||||||||
Proceeds from sale of fixed assets | 2,825 | 0 | ||||||
Purchase of property, plant and equipment | (187) | (1,856) | ||||||
Proceeds from partial sale of equity method of investment | 0 | 2,498 | ||||||
Net cash provided by investing activities | 2,638 | 642 | ||||||
Cash Flow from Financing Activities: | ||||||||
Repayment of debt | (323) | (22,897) | ||||||
Other borrowings | 0 | 73 | ||||||
Proceeds from issuance of shares | 1,340 | 27,686 | ||||||
Equity issuance costs | (199) | (1,345) | ||||||
Stock option exercise | 0 | 22 | ||||||
Net cash provided by financing activities | 818 | 3,539 | ||||||
Effect of exchange rate changes on cash, cash equivalents & restricted cash | 159 | (304) | ||||||
Decrease in cash, cash equivalents & restricted cash | (6,350) | (20,092) | ||||||
Cash, cash equivalents & restricted cash, beginning of period | [1] | $ 12,888 | $ 37,699 | 12,888 | 37,699 | 37,699 | ||
Cash, cash equivalents & restricted cash, end of period | [1] | $ 6,538 | $ 17,607 | $ 6,538 | $ 17,607 | $ 12,888 | ||
[1]These amounts include restricted cash of $66 and $454 as of September 30, 2023 and September 30, 2022, respectively, which are comprised primarily of cash on deposits for certain lease arrangements. |
Condensed Consolidated Statem_6
Condensed Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 |
Statement of Cash Flows [Abstract] | |||
Restricted cash | $ 66 | $ 439 | $ 454 |
CORPORATE INFORMATION
CORPORATE INFORMATION | 9 Months Ended |
Sep. 30, 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 | 9 Months Ended |
Sep. 30, 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, 2023 (the "Annual Report"). On August 24, 2023, the Company effected a one-for-thirty reverse share split of its common shares ((the “Reverse Share Split”), effective as of 5:00 p.m. Eastern Time on August 24, 2023 (the “Effective Time”). All share and per share information in these financial statements has been retroactively adjusted to reflect the Reverse Share Split. No fractional shares were issued in connection with the Reverse Share Split. Instead, each fractional share remaining after completion of the Reverse Share Split that was less than half of a whole share was rounded down and canceled without consideration to the holders thereof and each fractional share that was at least half of a whole share was rounded up to one whole share. 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. Subsequently, the post harvest facility has been sold and preparations are currently underway for the sale of the farm land with the objective of concluding the sale by March 31, 2024. 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 September 30, 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 condensed 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 from the date of issue. As shown in the accompanying interim condensed financial statements, the Company had an accumulated deficit as of September 30, 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 September 30, 2023, the Company had cash and cash equivalents of $6,472. As of September 30, 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 | 9 Months Ended |
Sep. 30, 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 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended |
Sep. 30, 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 September 30, 2023 Assets: Investment – Cansativa — — 1,896 1,896 Total Assets $ — $ — $ 1,896 $ 1,896 Liabilities: Loans and borrowings — 1,336 — 1,336 Warrant liability — — 108 108 Total Liabilities $ — $ 1,336 $ 108 $ 1,444 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. On October 17, 2023,Northern Swan Deutschland Holdings, Inc. (“Northern Swan”), a wholly-owned subsidiary of the Company entered into an agreement for sale of its remaining investments in the shares of Cansativa. The Company considered the sale price as fair value of the investment and recognized an impairment loss of $3,705 as the difference between fair value and carrying value of these investment at September 30, 2023. For more information, refer to Note 7 and Note 20. The following table provides a summary of changes in fair value of the Company’s level 3 investments for the nine months ended September 30, 2023: Level 3 Balance, December 31, 2022 $ 5,679 Change in value due to foreign exchange gain 74 Balance, March 31, 2023 $ 5,753 Change in value due to foreign exchange gain 24 Balance, June 30, 2023 $ 5,777 Change in value due to foreign exchange loss (176) Impairment loss (3,705) Balance, September 30, 2023 $ 1,896 During the nine months ended September 30, 2023, there were no transfers between fair value measurement levels. The change in fair value of warrant liabilities related to private warrants during the nine months ended September 30, 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 Change in fair value of warrant liability 11 Warrant liabilities at June 30, 2023 $ 168 Change in fair value of warrant liability (60) Warrant liabilities at September 30, 2023 $ 108 The Company determined the fair value of its private warrants using the Monte Carlo simulation model. The following assumptions were used to determine the fair value of the Private Warrants as of September 30, 2023 and December 31, 2022: As of September 30, 2023 December 31, 2022 Risk-free interest rate 4.98% 4.23% Expected volatility 160% 105% Share Price $0.12 $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. • Exercise price and Share price at September 30, 2023 are adjusted post Reverse Share Split. |
INVENTORIES, NET
INVENTORIES, NET | 9 Months Ended |
Sep. 30, 2023 | |
Inventory Disclosure [Abstract] | |
INVENTORIES, NET | INVENTORIES, NET Inventories are comprised of the following items as of the periods presented: September 30, 2023 December 31, 2022 Raw materials $ 1,213 $ 1,204 Work in progress – harvested cannabis and extracts 279 21 Finished goods – cannabis extracts 5,832 6,703 Finished goods – other 385 471 Total $ 7,709 $ 8,399 |
PREPAID, DEPOSITS AND OTHER REC
PREPAID, DEPOSITS AND OTHER RECEIVABLES | 9 Months Ended |
Sep. 30, 2023 | |
Payables and Accruals [Abstract] | |
PREPAID, DEPOSITS AND OTHER RECEIVABLES | PREPAID, DEPOSITS AND OTHER RECEIVABLES Prepaid and advances are comprised of the following items as of the periods presented: September 30, 2023 December 31, 2022 Prepaid and advances $ 765 $ 650 Indirect tax receivables 1,080 2,007 Deposits 96 51 Total $ 1,941 $ 2,708 Prepaid and advances represents amounts paid upfront to vendors for director and officer's insurance and advances for supplies. |
INVESTMENTS
INVESTMENTS | 9 Months Ended |
Sep. 30, 2023 | |
Equity Method Investments and Joint Ventures [Abstract] | |
INVESTMENTS | INVESTMENTS Cansativa On December 21, 2018, the Company, through its subsidiary Northern Swan , entered into a seed investment agreement with the existing stockholders of Cansativa GmbH (“Cansativa”), a German limited liability company primarily focused on the import and sale of cannabis products for medical use and related supplements and nutraceuticals. Prior to the Company’s investment, Cansativa’s registered and fully paid-in share capital amounted to 26,318 common shares. Under the investment agreement, the Company has agreed with the existing stockholders to invest up to EUR 7,000 in Cansativa in three separate tranches of, respectively, EUR 1,000, EUR 3,000 and up to a further EUR 3,000. The first EUR 1,000 (specifically, EUR 999.92, approximately $1,075, or “Seed Financing Round”) was invested in Cansativa to subscribe for 3,096 newly issued preferred voting shares at EUR 322.97 per preferred share, and as cash contributions from the Company to Cansativa. The seed EUR 322.97 per share price was based on a fully diluted pre-money valuation for Cansativa of EUR 8,500, and the increase of Cansativa’s registered share capital by the 3,096 preferred shares in the Seed Financing Round provided the Company with 10.53% of the total equity ownership of Cansativa. The Company paid the seed investment subscription by, first, an initial nominal payment of EUR 3.1, (i.e., EUR 1.00 per share) upon signing the investment agreement to demonstrate the Company’s intent to invest, and the remainder of EUR 996.82 was settled in January 2019 to officially close the investment deal after certain closing conditions have been met by the existing stockholders and Cansativa. The Company accounted for its investment in Cansativa using the equity accounting method, due to the Company's significant influence, in accordance with ASC 323, Investments — Equity Method and Joint Ventures . The Company recorded its investment in Cansativa at the cost basis of an aggregated amount of EUR 999.92, approximately $1,075, which is comprised of EUR 3.10 for the initial nominal amount of the Seed Financing Round and EUR 996.82 for the remaining Seed Financing Round (i.e., Capital Reserve Payment), with no transaction costs. In accordance with the seed investment agreement, in September 2019, the Company made an additional investment of approximately EUR 650, or approximately $722, for 2,138 shares in Cansativa, thereby increasing its equity ownership to 16.6% of the book value of Cansativa’s net assets of approximately EUR 1,233, and approximately EUR 1,122 of equity method goodwill as Cansativa was still in the process of getting the licenses and expanding its operations. As of September 30, 2020, the balance of Tranche 2 option expired un-exercised and as a result the Company recognized a loss on investment of approximately $370 in its Statement of Operations and 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. At the time of the sale, the Company compared the transaction value of the shares sold to the carrying value of shares sold and recognized a gain of $1,983. Immediately following the sale, the Company then remeasured its retained interest which resulted in an additional gain of $4,868. A total of $6,851 is recorded as gain on investment during the nine months period ended September 30, 2022. |
INTANGIBLE ASSETS, NET
INTANGIBLE ASSETS, NET | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS, NET | INTANGIBLE ASSETS, NET As part of the Herbal Brand acquisition in 2019, the Company acquired finite-lived intangible assets with a gross value of approximately $7,091. During the three months ended September 30, 2023 and 2022 the Company recorde d $167 a nd $191, respectively, of amortization related to its finite-lived intangible assets. During the nine months ended September 30, 2023 and 2022 the Company recorded $533 and $573, respectively, of amortization related to its finite-lived intangible assets.The following tables present details of the Company’s total intangible assets as of September 30, 2023 and December 31, 2022. The value of product formulation intangible asset is included in the value of Brand: September 30, 2023 Gross Accumulated Net Weighted- Finite-lived intangible assets: Customer contracts $ 925 $ 925 $ — 0.0 Customer relationships 1,000 767 233 2.6 Customer list 650 574 76 0.6 Trade name 4,516 2,004 2,512 5.6 Total finite-lived intangible assets $ 7,091 $ 4,270 $ 2,821 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 Trade name 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 nine months ended September 30 2023, no impairment was recognized related to the carrying value of any of the Company's finite lived intangible assets. The Company will perform an impairment test at fiscal year ending December 31, 2023. Impairment Testing - Indefinite-Lived Intangibles In 2022, due to the continued decline in the Company’s share 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 September 30, 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 September 30, 2023: Estimated 2023 $ 167 2024 585 2025 542 2026 482 2027 452 Thereafter 593 Total $ 2,821 |
PROPERTY, PLANT AND EQUIPMENT,
PROPERTY, PLANT AND EQUIPMENT, NET | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT, NET | PROPERTY, PLANT AND EQUIPMENT, NET Property, plant and equipment, net consisted of the following: September 30, 2023 December 31, 2022 Land $ 1,806 $ 1,806 Building & warehouse 7,768 7,658 Laboratory equipment 6,496 6,416 Agricultural equipment 1,480 1,477 Computer equipment 1,433 1,397 Furniture & appliances 794 785 Construction in progress 106 240 Other 1,258 1,304 Property, plant and equipment, gross 21,141 21,083 Less: accumulated depreciation (8,389) (7,120) Property, plant and equipment, net $ 12,752 $ 13,963 |
DEBT
DEBT | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT September 30, 2023 December 31, 2022 Loans and borrowings, current portion $ 477 $ 465 Loans and borrowings, non-current portion 859 1,065 Total debt $ 1,336 $ 1,530 Portugal Debt In January 2021, Clever Leaves Portugal Unipessoal LDA borrowed €1,000 ($1,213) (the "Portugal Debt"), from a local lender (the "Portugal Lender") under the terms of its credit line agreement. The Portugal Debt pays interest quarterly at a rate of Euribor plus 3.0 percentage points. For the three months ended September 30, 2023 and 2022, the company recognized interest expense of approximately €11 ($12) and €7 ($7), respectively, and repaid principal of approximately €63 ($68) and €63 ($63), respectively, of the Portugal Debt in accordance with the terms of the loan agreement. For the nine months ended September 30, 2023 and 2022, the company recognized interest expense of approximately €31 ($33) and €22 ($24), respectively, and repaid principal of approximately €188 ($201) and €188 ($200), respectively, of the Portugal Debt in accordance with the terms of the loan agreement. As of September 30, 2023 and December 31, 2022, the outstanding principal balance of the Portugal Debt was €563 ($604) and €875 ($1,076), respectively. Colombia Debt Ecomedics S.A.S. has entered into loan agreements with multiple local lenders (collectively, the "Colombia Debt"), under which the Company borrowed approximately COP$5,305,800 ($1,295) of mainly working capital loans. The working capital loans are secured by mortgage of our farm land in Colombia as collateral. These loans bear interest at a range of 10.96% to 12.25% per annum denominated in Colombian peso s. The first payment of the principal and interest was repaid six months after receiving the loan. After the first payment, the principal and interest is repaid semi-annually. For the three months ended September 30, 2023 and 2022, the Company recognized interest expense of approximately COP$53,145 ($21) and COP$7,809 ($2), respectively. For the nine months ended September 30, 2023 and 2022, the Company recognized interest expense of approximately COP$160,245 ($64) and COP$259,144 ($67) respectively, and repaid principal of approximately COP$222,978 ($53) and COP$875,864 ($213), respectively. For the period ended September 30, 2023 , and December 31, 2022, the outstanding principal balance was approximately COP$2,967,844 ($732) and COP$3,471,576 ($725), respectively. |
CAPITAL STOCK
CAPITAL STOCK | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
CAPITAL STOCK | CAPITAL STOCK Common Shares As of September 30, 2023 and December 31, 2022, a total of 1,726,145 and 1,454,559 common shares were issued and outstanding, respectively. For more information, refer to Note 2. The increase in outstanding shares was primarily the result of shares issued under the ATM. See Equity Distribution Agreement disclosed below. Reverse Share Split On August 24, 2023, the Company effected a one-for-thirty Reverse Share Split of its common shares All share and per share information in these financial statements has been retroactively adjusted to reflect the Reverse Share Split. No fractional shares were issued in connection with the Reverse Share Split. Instead, each fractional share remaining after completion of the Reverse Share Split that was less than half of a whole share was rounded down and canceled without consideration to the holders thereof and each fractional share that was at least half of a whole share was rounded up to one whole share. As a result of the Reverse Share Split, at the Effective Time, the number of outstanding Shares was reduced from approximately 45.7 million to approximately 1.5 million. The Reverse Share Split was, effected to regain compliance with Nasdaq Listing Rule 5550(a)(2), which requires the Company to maintain a minimum bid price of at least $1.00 per share. For the three months ended September 30, 2023, the Company issued and sold 201,912 shares on a post-Reverse Share Split basis pursuant to the ATM offering, for aggregate net proceeds of $824 which consisted of gross proceeds of $902 and $78 of equity issuance costs. For the nine months ended September 30, 2023, the Company issued and sold 253,898 shares on a post-Reverse Share Split basis pursuant to the ATM offering, for aggregate net proceeds of $1,140 which consisted of gross proceeds of $1,340 and $200 of equity issuance costs. 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. and , we filed Amendment No. 3 to the Prospectus Supplement, to reflect the lower maximum offering amount based on the then aggregate market value of our outstanding common shares held by non-affiliates. 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. Warrants As of September 30, 2023, 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. In connection with the Reverse Share Split, the warrants were adjusted in accordance with their terms such that each warrant entitles the holder to purchase 1/30 common share, at an exercise price of $345 per share. The warrants will expire on December 18, 2025, at 5:00 p.m., New York City time, or earlier upon redemption. 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 $540.00 per share (as adjusted for share splits, share capitalization, 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 September 30, 2023, the Company performed a valuation of the private warrants and as a result recorded a net loss on remeasurement for the three and nine months ended September 30, 2023, of approximately $60 and $5, respectively, in its statement of operations. As of September 30, 2022, the Company performed a valuation of the private warrants and as a result recorded, in the statement of operations, a net gain on remeasurement for the three and nine months ended September 30, 2022 of approximately $196 and $2,009, respectively. |
GENERAL AND ADMINISTRATION
GENERAL AND ADMINISTRATION | 9 Months Ended |
Sep. 30, 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 September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Salaries and benefits $ 2,263 $ 2,781 $ 7,464 $ 9,719 Office and administration 736 1,096 2,168 3,169 Professional fees 667 495 2,933 2,893 Share based compensation 52 958 954 2,606 Rent 178 196 564 627 Other (a) 259 (84) 244 (149) Total $ 4,155 $ 5,442 $ 14,327 $ 18,865 (a) |
RESTRUCTURING EXPENSE
RESTRUCTURING EXPENSE | 9 Months Ended |
Sep. 30, 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 related to asset write off, severance, and other related costs during the year 2022. For the nine months ended September 30, 2022, the Company recorded $3,761 of restructuring charge related to asset write off, severance, and other related costs. No such restructuring expense was charged during the nine months ended September 30, 2023. |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 9 Months Ended |
Sep. 30, 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. In connection with the Reverse Share Split, at the Effective Time, the maximum number of Shares issuable under each of the Company’s 2020 Incentive Award Plan, as amended (the “Incentive Award Plan”), and the Company’s 2020 Earnout Award Plan (the “Earnout Plan” and together, the “Plans”) has been equitably adjusted to reflect the Reverse Share Split. The number of Shares underlying each award of restricted share units (whether vesting based on time or performance) issued under the Plans that were outstanding as of immediately prior to the Reverse Share Split has been ratably adjusted to reflect the Reverse Share Split. Each award of restricted share units issued under the Earnout Award Plan that vested based on the achievement by the Company of certain threshold Share prices, outstanding as of immediately prior to the Reverse Share Split, has had its Share price targets ratably adjusted to reflect the Reverse Share Split. The number of Shares underlying stock option awards issued under the Incentive Award Plan that were outstanding and unexercised as of immediately prior to the Reverse Share Split and the exercise price of such stock options has been ratably adjusted to reflect the Reverse Share Split. Share-Based Compensation Expense The following table summarizes the Company's share-based compensation expense for each of its awards, included in the Consolidated Statements of Operations for the three and nine months ended September 30, 2023. Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Share-based compensation award type: Stock Options $ 7 $ 66 $ 820 $ 336 RSUs 45 892 134 2,270 Total Shared Based Compensation Expense $ 52 $ 958 $ 954 $ 2,606 The Company recognized share-based compensation expense in general and administrative expense. Stock Options The following table is a summary of options activity for the Company’s equity incentive plans for the nine months ended September 30, 2023: Stock Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Balance as at December 31, 2022 13,619 $ 233.46 2.56 $ — Forfeited (479) $ 336.36 — — Expired (4,222) $ 320.87 — — Balance as of September 30, 2023 8,918 $ 157.03 1.52 $ — Vested and expected to vest as of September 30, 2023 8,576 $ 151.33 1.56 $ — Vested and exercisable as of September 30, 2023 7,731 $ 123.73 1.04 $ — 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 share-based compensation expense related to unvested stock options awards not yet recognized as of September 30, 2023 and December 31, 2022, was $166 and $392, respectively, which is expected to be recognized over a weighted average period of 0.95 and 1.0 years respectively. Restricted Share Units Time-based Restricted Share Units The fair value for time-based RSUs is based on the closing price of the Company’s common shares on the grant date. The following table summarizes the changes in the Company’s time-based restricted share unit activity during the nine months ended September 30, 2023: Restricted Share Units Weighted-Average Grant Date Fair Value Non-vested as of December 31, 2022 45,566 $ 105.05 Granted 45,251 7.49 Vested (18,108) 88.96 Canceled/forfeited (5,602) 43.38 Non-vested as of September 30, 2023 67,107 $ 48.75 Market-based Restricted Share Units The Company has previously granted RSUs with both a market condition and a service condition (market-based RSUs) to the Company’s employees. No such market-based RSUs were granted during the nine months ended September 30, 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 summarizes the changes in the Company’s market-based restricted share unit activity during the nine months ended September 30, 2023: Restricted Share Units Weighted-Average Grant Date Fair Value Non-vested as of December 31, 2022 17,632 $ 384.03 Granted — — Vested (15) 274.52 Expired (71) 272.58 Forfeited (3,874) 393.29 Non-vested as of September 30, 2023 13,672 $ 382.11 |
REVENUE
REVENUE | 9 Months Ended |
Sep. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE | REVENUEThe 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 September 30, 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 September 30, 2023, the Company's deferred revenue, included in current and non-current liabilities was $437 and $nil, respectively. As of December 31, 2022, the Company's deferred revenue, included in current and non-current liabilities was $1,072 and $nil, respectively. |
SEGMENT REPORTING
SEGMENT REPORTING | 9 Months Ended |
Sep. 30, 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 September 30, 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 nutraceutical and other natural remedies, wellness products, detoxification products, nutraceutical, and nutritional and dietary supplements. The Company’s principal customers for its Herbal Brands products include mass retailers, specialty and health retailer and distributors in the U.S. The following table is a comparative summary of the Company’s net sales and segment profit by reportable segment for the periods presented: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 (*) 2023 2022 (*) Segment Net Sales: Cannabinoid $ 1,442 $ 613 $ 4,537 $ 3,166 Non-Cannabinoid 2,378 2,254 8,242 8,842 Total net sales 3,820 2,867 12,779 12,008 Segment Profit (Loss): Cannabinoid (2,225) (2,732) (6,237) (11,144) Non-Cannabinoid 316 95 1,594 1,109 Total segment loss $ (1,909) $ (2,637) $ (4,643) $ (10,035) Reconciliation: Total segment loss (1,909) (2,637) (4,643) (10,035) Unallocated corporate expenses (1,706) (1,424) (5,835) (6,801) Non-cash share-based compensation (52) (958) (954) (2,606) Depreciation and amortization 290 (305) 750 (950) Goodwill impairment — (19,000) — (19,000) Loss from continuing operations before income taxes $ (3,377) $ (24,324) $ (10,682) $ (39,392) Loss on debt extinguishment, net — — — 2,263 Gain on remeasurement of warrant liability (60) (196) (5) (2,009) Gain on investment — — — (6,851) Impairment investment 3,705 — 3,705 — Foreign exchange loss 275 669 297 1,144 Interest and amortization of debt issuance cost 5 (58) 23 2,696 Other (income) expense, net (31) 102 (19) 111 Income (loss) before loss from equity investment $ (7,271) $ (24,841) $ (14,683) $ (36,746) (*) Prior period numbers are re-stated to exclude discontinued operations to make it comparative with current period numbers. The following table disaggregates the Company’s revenue by channel for the periods presented: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Mass retail $ 2,618 $ 1,570 $ 8,133 $ 6,065 Distributors 923 927 3,738 4,250 Specialty, health and other retail 107 282 361 1,234 E-commerce 172 88 547 459 Total $ 3,820 $ 2,867 $ 12,779 $ 12,008 The following table represents the Company's revenues attributed to countries based on location of customer: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 United States $ 2,378 $ 2,228 $ 8,242 $ 8,736 Israel — $ — $ 600 $ 704 Australia 685 77 1,392 445 Brazil 507 249 1,778 1,169 Germany 59 275 68 722 Other 191 38 699 232 Total $ 3,820 $ 2,867 $ 12,779 $ 12,008 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 September 30, Nine Months Ended September 30, September 30, December 31, 2023 2022 2023 2022 2023 2022 Customer A (a) 10% 20% 12% 13% * 18% Customer B (b) * * * * 20% 13% Customer C (b) 11% * * * * * Customer D (b) * * * * * 15% Customer E (b) 13% * * * 15% 10% Customer F (b) * * * * 16% * Customer G (b) * * * * 13% * * denotes less than 10% (a) net sales attributed are reflected in the non-cannabinoid segments (b) net sales attributed are reflected in the cannabinoid segments During the three and nine months ended September 30, 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 Israel, Brazil and Australia. The following table disaggregates the Company’s long-lived assets, by segment for the periods presented: September 30, 2023 December 31, 2022 Long-lived assets Cannabinoid $ 14,163 $ 15,308 Non-Cannabinoid 89 155 Total $ 14,252 $ 15,463 Long-lived assets consist of non-current assets other than goodwill; intangible assets, net; investments in unconsolidated subsidiaries and equity securities; and financial instruments. |
NET INCOME (LOSS) PER SHARE
NET INCOME (LOSS) PER SHARE | 9 Months Ended |
Sep. 30, 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 September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Numerator: Loss from continuing operations $ (7,271) $ (18,191) $ (14,683) (30,160) Income (loss) from discontinued operations $ 2,133 $ (1,972) $ 1,869 (7,189) Net loss - basic and diluted $ (5,138) $ (20,163) $ (12,814) $ (37,349) Denominator: Weighted-average common shares outstanding - basic and diluted 1,580,456 1,407,419 1,513,575 1,221,107 Net loss per common share - basic and diluted: Loss from continuing operations $ (4.60) $ (12.93) $ (9.70) $ (24.70) Income (loss) from discontinued operations $ 1.35 $ (1.41) $ 1.23 $ (5.90) The Company's potentially dilutive securities, which include common stock, warrants, stock options, and unvested restricted stock have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share. Therefore, the weighted-average number of common shares outstanding used to calculate both basic and diluted net loss per share attributable to common shareholders is the same. The Company excluded the following potential common shares, presented based on amounts outstanding as of September 30, 2023 and September 30, 2022, from the computation of diluted net loss per share attributable to common shareholders because including them would have had an anti-dilutive effect: September 30, 2023 September 30, 2022 (a) SAMA earnout shares 19,007 19,007 Stock options 8,918 14,530 Unvested restricted share units 80,779 77,128 Total 108,704 110,665 Common Stock Warrants (b) 17,777,361 17,840,951 (a) Prior year numbers are adjusted for the Reverse Share Split. (b) No change in number of warrants due to the Reverse Share Split. In connection with the Reverse Share Split, the warrants were adjusted in accordance with their terms such that each warrant entitles the holder to purchase 1/30 common share at an exercise price of $345 per share. |
LEASES
LEASES | 9 Months Ended |
Sep. 30, 2023 | |
Leases [Abstract] | |
LEASES | LEASES On January 1, 2022, we adopted the accounting standard ASC 842, Leases, using the modified retrospective method. We elected this adoption date as our date of initial application. As a result, we have not updated financial information related to, nor have we provided disclosures required under ASC 842 for, periods prior to January 1, 2022. The primary changes to our policies relate to recognizing most leases on our statement of financial position as liabilities with corresponding right-of-use ("ROU") assets. The Company has entered into agreements under which we lease various real estate spaces in North America, Europe and Latin America, under non-cancellable leases that expire on various dates through calendar year 2029. Some of our leases include options to extend the term of such leases for a period from 12 months to 60 months, and/or have options to early terminate the lease. Some of our leases require us to pay certain operating expenses in addition to base rent, such as taxes, insurance and maintenance costs. As the Company’s leases do not typically provide an implicit rate, the Company utilizes the appropriate incremental borrowing rate, determined as the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term and in a similar economic environment. Practical Expedients The modified retrospective approach included a package of optional practical expedients that we elected to apply. Among other things, these expedients permitted us not to reassess prior conclusions regarding lease identification, lease classification and initial direct costs under ASC 842. The Company does not separate lease and non-lease components in determining ROU assets or lease liabilities for real estate leases. Additionally, the Company does not recognize ROU assets or lease liabilities for leases with original terms or renewals of one year or less. Financial Statement Classification Three Months Ended September 30, 2023 Nine Months Ended September 30, 2023 Operating lease costs: Fixed lease costs Operating expenses $ 171 $ 530 Total lease costs $ 171 $ 530 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 and nine months ended September 30, 2023, cash paid for amounts associated with our operating lease liabilities was approximately $202 and $621, respectively, For the three and nine months ended September 30, 2022, cash paid for amounts associated with our operating lease liabilities were approximately $457 and $1,354, respectively, which were classified as operating activities in the consolidated statement of cash flows The following table shows our undiscounted future fixed payment obligations under our recognized operating leases and a reconciliation to the operating lease liabilities as of September 30, 2023: Leases and a reconciliation to the operating lease liabilities as of September 30, 2023 Remainder of Year 2023 $ 183 2024 370 2025 107 2026 114 2027 113 Thereafter 84 Total future fixed operating lease payments $ 971 Less: Imputed interest $ 93 Total operating lease liabilities $ 878 Weighted-average remaining lease term - operating leases 2.89 Weighted-average discount rate - operating leases 8.0 % |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 9 Months Ended |
Sep. 30, 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 Company has completed the cessation of its Portuguese flower cultivation, post-harvest processes, and manufacturing activities. Subsequently, the post harvest facility has been sold and preparations are currently underway for the sale of the farm land with the objective of concluding the sale by March 31, 2024. 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 three and nine months ended September 30, 2023, and the three and nine months ended September 30, 2022: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Revenue, net $ — $ 438 $ 551 $ 1,178 Cost of sales — (1,456) — (3,929) Gross profit (loss) — (1,018) 551 (2,751) Expenses General and administrative 584 645 1,430 3,496 Restructuring expenses — — 30 Depreciation and amortization — 203 — 613 Total expenses 584 848 1,430 4,139 Loss from operations (584) (1,866) (879) (6,890) Interest (income) expense 14 7 33 24 Gain on sale of assets — (2,778) — (2,825) Foreign exchange loss 48 99 44 275 Other income, net (1) — — — Net gain (loss) $ 2,133 $ (1,972) $ 1,869 $ (7,189) |
COMMITMENT AND CONTINGENCIES
COMMITMENT AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENT AND CONTINGENCIES | COMMITMENT AND CONTINGENCIESOn July 1, 2023, an asset purchase agreement (the “APA”) was entered into by and among (the Company) as guarantor, Clever Leaves Portugal Unipessoal, Lda. (the “Seller” or “Clever Leaves Portugal”), a wholly-owned subsidiary of the Company, and Terra Verde, Lda. (the “Purchaser”), a wholly-owned subsidiary of Curaleaf International, part of Curaleaf Holdings, Inc. Pursuant to the APA, the Purchaser agreed to acquire, and the Seller agreed to sell, certain laboratory and processing equipment for the production of cannabinoid products, as well as informational rights to policies and procedures for the production and manufacture of such cannabinoids that the Seller used in its EU-GMP certified cannabis processing facility in Setubal, Portugal. Under the terms of the APA, the Company has provided a guarantee in case of malfunctioning of the equipment for a period of 12 months expiring July 2024. The total amount of the guarantee will not exceed, in any circumstances, €500 and undertakes the obligation of principal payor renouncing to the benefit of prior foreclosure of the Seller’s assets. The Company considers the probability of requiring payment under the guarantee to be remote. Hence, no liabilities or expenses are recorded in the financial statements. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS Agreement to sell Investment in Cansativa On October 17, 2023, Northern Swan, a wholly-owned subsidiary of (the Company), entered into the First Share Purchase and Transfer Agreement (the “SPA”) by and among Northern Swan, as seller, and Cansativa GmbH (“Cansativa”) and EIP Entrepreneurial Investment GmbH (“EIP”), as buyers. Pursuant to the SPA, Northern Swan agreed to sell a total of 3,648 shares of Cansativa, representing its entire interest in Cansativa, of which 3,582 shares were purchased by Cansativa and 66 shares were purchased by EIP, for a total purchase price of approximately €1.8 million ($1.9 million). The Company received the funds in November, 2023. |
BASIS OF PRESENTATION (Policies
BASIS OF PRESENTATION (Policies) | 9 Months Ended |
Sep. 30, 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 September 30, 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 | 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 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended |
Sep. 30, 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 September 30, 2023 Assets: Investment – Cansativa — — 1,896 1,896 Total Assets $ — $ — $ 1,896 $ 1,896 Liabilities: Loans and borrowings — 1,336 — 1,336 Warrant liability — — 108 108 Total Liabilities $ — $ 1,336 $ 108 $ 1,444 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 |
Schedule of Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | The following table provides a summary of changes in fair value of the Company’s level 3 investments for the nine months ended September 30, 2023: Level 3 Balance, December 31, 2022 $ 5,679 Change in value due to foreign exchange gain 74 Balance, March 31, 2023 $ 5,753 Change in value due to foreign exchange gain 24 Balance, June 30, 2023 $ 5,777 Change in value due to foreign exchange loss (176) Impairment loss (3,705) Balance, September 30, 2023 $ 1,896 |
Schedule of Changes in the Fair Value of Warrant Liabilities | The change in fair value of warrant liabilities related to private warrants during the nine months ended September 30, 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 Change in fair value of warrant liability 11 Warrant liabilities at June 30, 2023 $ 168 Change in fair value of warrant liability (60) Warrant liabilities at September 30, 2023 $ 108 |
Schedule of Fair Value Measurement Inputs and Valuation Techniques | The Company determined the fair value of its private warrants using the Monte Carlo simulation model. The following assumptions were used to determine the fair value of the Private Warrants as of September 30, 2023 and December 31, 2022: As of September 30, 2023 December 31, 2022 Risk-free interest rate 4.98% 4.23% Expected volatility 160% 105% Share Price $0.12 $0.31 Exercise Price $11.50 $11.50 Expiration date December 18, 2025 December 18, 2025 |
INVENTORIES, NET (Tables)
INVENTORIES, NET (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories are comprised of the following items as of the periods presented: September 30, 2023 December 31, 2022 Raw materials $ 1,213 $ 1,204 Work in progress – harvested cannabis and extracts 279 21 Finished goods – cannabis extracts 5,832 6,703 Finished goods – other 385 471 Total $ 7,709 $ 8,399 |
PREPAID, DEPOSITS AND OTHER R_2
PREPAID, DEPOSITS AND OTHER RECEIVABLES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Prepaids and Advances | Prepaid and advances are comprised of the following items as of the periods presented: September 30, 2023 December 31, 2022 Prepaid and advances $ 765 $ 650 Indirect tax receivables 1,080 2,007 Deposits 96 51 Total $ 1,941 $ 2,708 |
INTANGIBLE ASSETS, NET (Tables)
INTANGIBLE ASSETS, NET (Tables) | 9 Months Ended |
Sep. 30, 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 September 30, 2023 and December 31, 2022. The value of product formulation intangible asset is included in the value of Brand: September 30, 2023 Gross Accumulated Net Weighted- Finite-lived intangible assets: Customer contracts $ 925 $ 925 $ — 0.0 Customer relationships 1,000 767 233 2.6 Customer list 650 574 76 0.6 Trade name 4,516 2,004 2,512 5.6 Total finite-lived intangible assets $ 7,091 $ 4,270 $ 2,821 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 Trade name 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 September 30, 2023 and December 31, 2022. The value of product formulation intangible asset is included in the value of Brand: September 30, 2023 Gross Accumulated Net Weighted- Finite-lived intangible assets: Customer contracts $ 925 $ 925 $ — 0.0 Customer relationships 1,000 767 233 2.6 Customer list 650 574 76 0.6 Trade name 4,516 2,004 2,512 5.6 Total finite-lived intangible assets $ 7,091 $ 4,270 $ 2,821 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 Trade name 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 September 30, 2023: Estimated 2023 $ 167 2024 585 2025 542 2026 482 2027 452 Thereafter 593 Total $ 2,821 |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT, NET (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | Property, plant and equipment, net consisted of the following: September 30, 2023 December 31, 2022 Land $ 1,806 $ 1,806 Building & warehouse 7,768 7,658 Laboratory equipment 6,496 6,416 Agricultural equipment 1,480 1,477 Computer equipment 1,433 1,397 Furniture & appliances 794 785 Construction in progress 106 240 Other 1,258 1,304 Property, plant and equipment, gross 21,141 21,083 Less: accumulated depreciation (8,389) (7,120) Property, plant and equipment, net $ 12,752 $ 13,963 |
DEBT (Tables)
DEBT (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | September 30, 2023 December 31, 2022 Loans and borrowings, current portion $ 477 $ 465 Loans and borrowings, non-current portion 859 1,065 Total debt $ 1,336 $ 1,530 |
GENERAL AND ADMINISTRATION (Tab
GENERAL AND ADMINISTRATION (Tables) | 9 Months Ended |
Sep. 30, 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 September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Salaries and benefits $ 2,263 $ 2,781 $ 7,464 $ 9,719 Office and administration 736 1,096 2,168 3,169 Professional fees 667 495 2,933 2,893 Share based compensation 52 958 954 2,606 Rent 178 196 564 627 Other (a) 259 (84) 244 (149) Total $ 4,155 $ 5,442 $ 14,327 $ 18,865 (a) |
SHARE-BASED COMPENSATION (Table
SHARE-BASED COMPENSATION (Tables) | 9 Months Ended |
Sep. 30, 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 and nine months ended September 30, 2023. Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Share-based compensation award type: Stock Options $ 7 $ 66 $ 820 $ 336 RSUs 45 892 134 2,270 Total Shared Based Compensation Expense $ 52 $ 958 $ 954 $ 2,606 |
Schedule of Share-based Payment Arrangement, Option, Activity | The following table is a summary of options activity for the Company’s equity incentive plans for the nine months ended September 30, 2023: Stock Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Balance as at December 31, 2022 13,619 $ 233.46 2.56 $ — Forfeited (479) $ 336.36 — — Expired (4,222) $ 320.87 — — Balance as of September 30, 2023 8,918 $ 157.03 1.52 $ — Vested and expected to vest as of September 30, 2023 8,576 $ 151.33 1.56 $ — Vested and exercisable as of September 30, 2023 7,731 $ 123.73 1.04 $ — |
Schedule of Unvested Restricted Stock Units Roll Forward | The following table summarizes the changes in the Company’s time-based restricted share unit activity during the nine months ended September 30, 2023: Restricted Share Units Weighted-Average Grant Date Fair Value Non-vested as of December 31, 2022 45,566 $ 105.05 Granted 45,251 7.49 Vested (18,108) 88.96 Canceled/forfeited (5,602) 43.38 Non-vested as of September 30, 2023 67,107 $ 48.75 The following table summarizes the changes in the Company’s market-based restricted share unit activity during the nine months ended September 30, 2023: Restricted Share Units Weighted-Average Grant Date Fair Value Non-vested as of December 31, 2022 17,632 $ 384.03 Granted — — Vested (15) 274.52 Expired (71) 272.58 Forfeited (3,874) 393.29 Non-vested as of September 30, 2023 13,672 $ 382.11 |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 9 Months Ended |
Sep. 30, 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 profit by reportable segment for the periods presented: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 (*) 2023 2022 (*) Segment Net Sales: Cannabinoid $ 1,442 $ 613 $ 4,537 $ 3,166 Non-Cannabinoid 2,378 2,254 8,242 8,842 Total net sales 3,820 2,867 12,779 12,008 Segment Profit (Loss): Cannabinoid (2,225) (2,732) (6,237) (11,144) Non-Cannabinoid 316 95 1,594 1,109 Total segment loss $ (1,909) $ (2,637) $ (4,643) $ (10,035) Reconciliation: Total segment loss (1,909) (2,637) (4,643) (10,035) Unallocated corporate expenses (1,706) (1,424) (5,835) (6,801) Non-cash share-based compensation (52) (958) (954) (2,606) Depreciation and amortization 290 (305) 750 (950) Goodwill impairment — (19,000) — (19,000) Loss from continuing operations before income taxes $ (3,377) $ (24,324) $ (10,682) $ (39,392) Loss on debt extinguishment, net — — — 2,263 Gain on remeasurement of warrant liability (60) (196) (5) (2,009) Gain on investment — — — (6,851) Impairment investment 3,705 — 3,705 — Foreign exchange loss 275 669 297 1,144 Interest and amortization of debt issuance cost 5 (58) 23 2,696 Other (income) expense, net (31) 102 (19) 111 Income (loss) before loss from equity investment $ (7,271) $ (24,841) $ (14,683) $ (36,746) (*) Prior period numbers are re-stated to exclude discontinued operations to make it comparative with current period numbers. |
Schedule of Disaggregation of Revenue | The following table disaggregates the Company’s revenue by channel for the periods presented: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Mass retail $ 2,618 $ 1,570 $ 8,133 $ 6,065 Distributors 923 927 3,738 4,250 Specialty, health and other retail 107 282 361 1,234 E-commerce 172 88 547 459 Total $ 3,820 $ 2,867 $ 12,779 $ 12,008 The following table represents the Company's revenues attributed to countries based on location of customer: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 United States $ 2,378 $ 2,228 $ 8,242 $ 8,736 Israel — $ — $ 600 $ 704 Australia 685 77 1,392 445 Brazil 507 249 1,778 1,169 Germany 59 275 68 722 Other 191 38 699 232 Total $ 3,820 $ 2,867 $ 12,779 $ 12,008 |
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 September 30, Nine Months Ended September 30, September 30, December 31, 2023 2022 2023 2022 2023 2022 Customer A (a) 10% 20% 12% 13% * 18% Customer B (b) * * * * 20% 13% Customer C (b) 11% * * * * * Customer D (b) * * * * * 15% Customer E (b) 13% * * * 15% 10% Customer F (b) * * * * 16% * Customer G (b) * * * * 13% * * denotes less than 10% (a) net sales attributed are reflected in the non-cannabinoid segments (b) net sales attributed are reflected in the cannabinoid segments |
Schedule of Long-lived Assets by Geographic Areas | The following table disaggregates the Company’s long-lived assets, by segment for the periods presented: September 30, 2023 December 31, 2022 Long-lived assets Cannabinoid $ 14,163 $ 15,308 Non-Cannabinoid 89 155 Total $ 14,252 $ 15,463 |
NET INCOME (LOSS) PER SHARE (Ta
NET INCOME (LOSS) PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Loss Per Share, Basic and Diluted | The following table sets forth the computation of basic and diluted net loss and the weighted average number of shares used in computing basic and diluted net loss per share: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Numerator: Loss from continuing operations $ (7,271) $ (18,191) $ (14,683) (30,160) Income (loss) from discontinued operations $ 2,133 $ (1,972) $ 1,869 (7,189) Net loss - basic and diluted $ (5,138) $ (20,163) $ (12,814) $ (37,349) Denominator: Weighted-average common shares outstanding - basic and diluted 1,580,456 1,407,419 1,513,575 1,221,107 Net loss per common share - basic and diluted: Loss from continuing operations $ (4.60) $ (12.93) $ (9.70) $ (24.70) Income (loss) from discontinued operations $ 1.35 $ (1.41) $ 1.23 $ (5.90) |
Schedule of Antidilutive Securities Excluded from Computation of Loss Per Share | The Company excluded the following potential common shares, presented based on amounts outstanding as of September 30, 2023 and September 30, 2022, from the computation of diluted net loss per share attributable to common shareholders because including them would have had an anti-dilutive effect: September 30, 2023 September 30, 2022 (a) SAMA earnout shares 19,007 19,007 Stock options 8,918 14,530 Unvested restricted share units 80,779 77,128 Total 108,704 110,665 Common Stock Warrants (b) 17,777,361 17,840,951 (a) Prior year numbers are adjusted for the Reverse Share Split. (b) No change in number of warrants due to the Reverse Share Split. In connection with the Reverse Share Split, the warrants were adjusted in accordance with their terms such that each warrant entitles the holder to purchase 1/30 common share at an exercise price of $345 per share. |
LEASES (Tables)
LEASES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Leases [Abstract] | |
Schedule of Lease, Cost | Financial Statement Classification Three Months Ended September 30, 2023 Nine Months Ended September 30, 2023 Operating lease costs: Fixed lease costs Operating expenses $ 171 $ 530 Total lease costs $ 171 $ 530 |
Schedule of Lessee, Operating Lease, Liability, Maturity | The following table shows our undiscounted future fixed payment obligations under our recognized operating leases and a reconciliation to the operating lease liabilities as of September 30, 2023: Leases and a reconciliation to the operating lease liabilities as of September 30, 2023 Remainder of Year 2023 $ 183 2024 370 2025 107 2026 114 2027 113 Thereafter 84 Total future fixed operating lease payments $ 971 Less: Imputed interest $ 93 Total operating lease liabilities $ 878 Weighted-average remaining lease term - operating leases 2.89 Weighted-average discount rate - operating leases 8.0 % |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 9 Months Ended |
Sep. 30, 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 three and nine months ended September 30, 2023, and the three and nine months ended September 30, 2022: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Revenue, net $ — $ 438 $ 551 $ 1,178 Cost of sales — (1,456) — (3,929) Gross profit (loss) — (1,018) 551 (2,751) Expenses General and administrative 584 645 1,430 3,496 Restructuring expenses — — 30 Depreciation and amortization — 203 — 613 Total expenses 584 848 1,430 4,139 Loss from operations (584) (1,866) (879) (6,890) Interest (income) expense 14 7 33 24 Gain on sale of assets — (2,778) — (2,825) Foreign exchange loss 48 99 44 275 Other income, net (1) — — — Net gain (loss) $ 2,133 $ (1,972) $ 1,869 $ (7,189) |
BASIS OF PRESENTATION - Narrati
BASIS OF PRESENTATION - Narrative (Details) $ in Thousands | Aug. 24, 2023 | Sep. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Reverse stock split conversion ratio | 0.3333 | ||
Cash and cash equivalents | $ 6,472 | $ 12,449 |
FAIR VALUE MEASUREMENTS - Fair
FAIR VALUE MEASUREMENTS - Fair Value Hierarchy (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Investment – Cansativa | $ 1,896 | $ 5,679 |
Total Assets | 1,896 | 5,679 |
Loans and borrowings | 1,336 | 1,530 |
Warrant liability | 108 | 113 |
Total Liabilities | 1,444 | 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 | 1,336 | 1,530 |
Warrant liability | 0 | 0 |
Total Liabilities | 1,336 | 1,530 |
Level 3 | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Investment – Cansativa | 1,896 | 5,679 |
Total Assets | 1,896 | 5,679 |
Loans and borrowings | 0 | 0 |
Warrant liability | 108 | 113 |
Total Liabilities | $ 108 | $ 113 |
FAIR VALUE MEASUREMENTS - Narra
FAIR VALUE MEASUREMENTS - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Schedule of Equity Method Investments [Line Items] | ||||
Impairment loss | $ 3,705 | $ 0 | $ 3,705 | $ 0 |
Cansativa | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Impairment loss | $ 3,705 | $ 3,705 |
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 - USD ($) $ in Thousands | 3 Months Ended | ||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Beginning balance | $ 5,777 | $ 5,753 | $ 5,679 |
Change in value due to foreign exchange gain | (176) | 24 | 74 |
Impairment loss | (3,705) | ||
Ending balance | $ 1,896 | $ 5,777 | $ 5,753 |
FAIR VALUE MEASUREMENTS - Chang
FAIR VALUE MEASUREMENTS - Change in Fair Value (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | |
Changes of Fair Value of Warrant Liabilities [Roll Forward] | |||||
Change in fair value of warrant liability | $ (5) | $ (2,009) | |||
Private warrant | |||||
Changes of Fair Value of Warrant Liabilities [Roll Forward] | |||||
Warrant liability, beginning of period | $ 168 | $ 157 | $ 113 | 113 | |
Change in fair value of warrant liability | (60) | 11 | 44 | ||
Warrant liability, end of period | $ 108 | $ 168 | $ 157 | $ 108 |
FAIR VALUE MEASUREMENTS - Warra
FAIR VALUE MEASUREMENTS - Warrant Assumptions (Details) | Sep. 30, 2023 $ / shares | Dec. 31, 2022 $ / shares |
Risk-free interest rate | ||
Class of Warrant or Right [Line Items] | ||
Warrants and rights outstanding, measurement input | 0.0498 | 0.0423 |
Expected volatility | ||
Class of Warrant or Right [Line Items] | ||
Warrants and rights outstanding, measurement input | 1.60 | 1.05 |
Share Price | ||
Class of Warrant or Right [Line Items] | ||
Warrants and rights outstanding, measurement input | 0.12 | 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 | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Inventory [Line Items] | |||||
Raw materials | $ 1,213 | $ 1,213 | $ 1,204 | ||
Total | 7,709 | 7,709 | 8,399 | ||
Inventory provision | 264 | $ 555 | 591 | $ 1,103 | |
Harvested Cannabis And Extracts | |||||
Inventory [Line Items] | |||||
Work in progress | 279 | 279 | 21 | ||
Cannabis Extracts | |||||
Inventory [Line Items] | |||||
Finished goods | 5,832 | 5,832 | 6,703 | ||
Other | |||||
Inventory [Line Items] | |||||
Finished goods | $ 385 | $ 385 | $ 471 |
PREPAID, DEPOSITS AND OTHER R_3
PREPAID, DEPOSITS AND OTHER RECEIVABLES - Components of Prepaids and Advances (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Prepaid and advances | $ 765 | $ 650 |
Indirect tax receivables | 1,080 | 2,007 |
Deposits | 96 | 51 |
Prepaids, deposits and other receivables | $ 1,941 | $ 2,708 |
INVESTMENTS - Narrative (Detail
INVESTMENTS - Narrative (Details) € / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||||||||||||||
Oct. 17, 2023 USD ($) shares | Oct. 17, 2023 EUR (€) shares | Dec. 21, 2018 EUR (€) | Apr. 30, 2022 USD ($) shares | Apr. 30, 2022 EUR (€) shares | Dec. 31, 2020 USD ($) | Jan. 31, 2019 EUR (€) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2020 USD ($) | 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] | |||||||||||||||||||||
Investment – Cansativa | $ | $ 1,896 | $ 1,896 | $ 5,679 | ||||||||||||||||||
Gain (loss) on investment | $ | 0 | $ 0 | 0 | $ 6,851 | |||||||||||||||||
Equity method investments sold amount | $ | 0 | 2,498 | |||||||||||||||||||
Impairment loss | $ | 3,705 | $ 0 | 3,705 | 0 | |||||||||||||||||
Seed Financing Round | Cansativa | |||||||||||||||||||||
Summary of Investment Holdings [Line Items] | |||||||||||||||||||||
Shares issued (in shares) | shares | 3,096 | 3,096 | |||||||||||||||||||
Investments, fully diluted pre-money valuation | € 8,500,000 | ||||||||||||||||||||
Preferred Shares | Cansativa | |||||||||||||||||||||
Summary of Investment Holdings [Line Items] | |||||||||||||||||||||
Shares issued, price per share (Euro per share) | € / shares | € 543.31 | ||||||||||||||||||||
Preferred Shares | Seed Financing Round | Cansativa | |||||||||||||||||||||
Summary of Investment Holdings [Line Items] | |||||||||||||||||||||
Shares issued, price per share (Euro per share) | € / shares | € 322,970 | ||||||||||||||||||||
Cansativa | |||||||||||||||||||||
Summary of Investment Holdings [Line Items] | |||||||||||||||||||||
Percentage of interest held (as a percent) | 7.60% | ||||||||||||||||||||
Gain (loss) on investment | $ | $ 211 | $ 6,851 | |||||||||||||||||||
Sale of stock, number of shares issued/sold in transaction (in shares) | shares | 1,586 | 1,586 | |||||||||||||||||||
Equity method investments sold amount | € 2,300,000 | ||||||||||||||||||||
Equity method investment, gain recognized | $ | $ 1,983 | ||||||||||||||||||||
Equity method investment, additional gain (loss) recognized | $ | $ 4,868 | ||||||||||||||||||||
Impairment loss | $ | $ 3,705 | $ 3,705 | |||||||||||||||||||
Cansativa | Subsequent Event | |||||||||||||||||||||
Summary of Investment Holdings [Line Items] | |||||||||||||||||||||
Sale of stock, number of shares issued/sold in transaction (in shares) | shares | 3,648 | 3,648 | |||||||||||||||||||
Equity method investments sold amount | $ 1,900 | € 1,800,000 | |||||||||||||||||||
Cansativa | Cansativa, Employee Stock Ownership Plan (ESOP) | |||||||||||||||||||||
Summary of Investment Holdings [Line Items] | |||||||||||||||||||||
Shares issued (in shares) | shares | 992 | ||||||||||||||||||||
Cansativa | Cansativa | Subsequent Event | |||||||||||||||||||||
Summary of Investment Holdings [Line Items] | |||||||||||||||||||||
Sale of stock, number of shares issued/sold in transaction (in shares) | shares | 3,582 | 3,582 | |||||||||||||||||||
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 (as a percent) | 10.53% | 10.53% | |||||||||||||||||||
Payments to acquire investments | € 3,100 | € 996,820 | |||||||||||||||||||
Share price (Euro per share) | € / shares | € 1 | ||||||||||||||||||||
Investment – Cansativa | $ 1,075 | € 999,920 | |||||||||||||||||||
Investments, initial amount | 3,100 | ||||||||||||||||||||
Investments, capital reverse payment | 996,820 | ||||||||||||||||||||
Investments, additional | $ 722 | € 650,000 | |||||||||||||||||||
Investments, additional, shares (in shares) | shares | 2,138 | 2,138 | |||||||||||||||||||
Investments, consideration transferred, net assets (as a percent) | 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 (as a percent) | 15.80% | 16.59% | |||||||||||||||||||
Cansativa | Seed Financing Round | Tranche One | |||||||||||||||||||||
Summary of Investment Holdings [Line Items] | |||||||||||||||||||||
Investments, gross | $ 1,075 | 999,920 | |||||||||||||||||||
Cansativa | Seed Financing Round | Tranche Two | |||||||||||||||||||||
Summary of Investment Holdings [Line Items] | |||||||||||||||||||||
Investments, gross | € 0 | 3,000,000 | |||||||||||||||||||
Gain (loss) on investment | $ | $ (370) | ||||||||||||||||||||
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 (as a percent) | 14.22% | 15.80% |
INTANGIBLE ASSETS, NET - Narrat
INTANGIBLE ASSETS, NET - Narrative (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2019 USD ($) | |
Finite-Lived Intangible Assets [Line Items] | ||||||
Amortization of intangible assets | $ 167,000 | $ 191,000 | $ 533,000 | $ 573,000 | ||
Indefinite-lived Intangible Assets [Line Items] | ||||||
Impairment of intangible assets, finite-lived | 0 | |||||
Intangible asset impairment | 0 | 19,000,000 | ||||
Deferred income tax (recovery) | 0 | $ (6,650,000) | 0 | $ (6,650,000) | $ 6,650,000 | |
Indefinite-lived intangible assets | $ 0 | $ 0 | 0 | |||
Licenses | ||||||
Indefinite-lived Intangible Assets [Line Items] | ||||||
Intangible asset impairment | 19,000,000 | |||||
Indefinite-lived 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 ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | $ 7,091,000 | $ 7,091,000 | |
Accumulated Amortization | 4,270,000 | 3,737,000 | |
Total | 2,821,000 | 3,354,000 | |
Indefinite-lived Intangible Assets [Line Items] | |||
Licenses | 0 | 0 | |
Impairment Charge | 0 | $ (19,000,000) | |
Gross Carrying Amount | 7,091,000 | ||
Accumulated Amortization | 4,270,000 | 3,737,000 | |
Net Carrying Amount | 2,821,000 | 3,354,000 | |
Licenses | |||
Indefinite-lived Intangible Assets [Line Items] | |||
Licenses | 19,000,000 | ||
Impairment Charge | (19,000,000) | ||
Customer contracts | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 925,000 | 925,000 | |
Accumulated Amortization | 925,000 | 925,000 | |
Total | $ 0 | $ 0 | |
Weighted- Average Useful Life (in Years) | 0 years | 0 years | |
Indefinite-lived Intangible Assets [Line Items] | |||
Accumulated Amortization | $ 925,000 | $ 925,000 | |
Customer relationships | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 1,000,000 | 1,000,000 | |
Accumulated Amortization | 767,000 | 669,000 | |
Total | $ 233,000 | $ 331,000 | |
Weighted- Average Useful Life (in Years) | 2 years 7 months 6 days | 3 years | |
Indefinite-lived Intangible Assets [Line Items] | |||
Accumulated Amortization | $ 767,000 | $ 669,000 | |
Customer list | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 650,000 | 650,000 | |
Accumulated Amortization | 574,000 | 478,000 | |
Total | $ 76,000 | $ 172,000 | |
Weighted- Average Useful Life (in Years) | 7 months 6 days | 1 year 3 months 18 days | |
Indefinite-lived Intangible Assets [Line Items] | |||
Accumulated Amortization | $ 574,000 | $ 478,000 | |
Trade name | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 4,516,000 | 4,516,000 | |
Accumulated Amortization | 2,004,000 | 1,665,000 | |
Total | $ 2,512,000 | $ 2,851,000 | |
Weighted- Average Useful Life (in Years) | 5 years 7 months 6 days | 6 years 3 months 18 days | |
Indefinite-lived Intangible Assets [Line Items] | |||
Accumulated Amortization | $ 2,004,000 | $ 1,665,000 |
INTANGIBLE ASSETS, NET - Amorti
INTANGIBLE ASSETS, NET - Amortization Expense (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2023 | $ 167 | |
2024 | 585 | |
2025 | 542 | |
2026 | 482 | |
2027 | 452 | |
Thereafter | 593 | |
Total | $ 2,821 | $ 3,354 |
PROPERTY, PLANT AND EQUIPMENT_3
PROPERTY, PLANT AND EQUIPMENT, NET - Components (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 21,141 | $ 21,083 |
Less: accumulated depreciation | (8,389) | (7,120) |
Property, plant and equipment, net | 12,752 | 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 | 7,768 | 7,658 |
Laboratory equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 6,496 | 6,416 |
Agricultural equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 1,480 | 1,477 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 1,433 | 1,397 |
Furniture & appliances | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 794 | 785 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 106 | 240 |
Other | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 1,258 | $ 1,304 |
DEBT - Components of Debt (Deta
DEBT - Components of Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Debt Disclosure [Abstract] | ||
Loans and borrowings, current portion | $ 477 | $ 465 |
Loans and borrowings, non-current portion | 859 | 1,065 |
Total debt | $ 1,336 | $ 1,530 |
DEBT - Other Borrowings (Detail
DEBT - Other Borrowings (Details) € in Thousands, $ in Thousands, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||||||||||||
Jan. 31, 2021 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2023 EUR (€) | Sep. 30, 2023 COP ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2022 EUR (€) | Sep. 30, 2022 COP ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2023 EUR (€) | Sep. 30, 2023 COP ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2022 EUR (€) | Sep. 30, 2022 COP ($) | Sep. 30, 2023 EUR (€) | Sep. 30, 2023 COP ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2022 EUR (€) | Dec. 31, 2022 COP ($) | Jan. 31, 2021 EUR (€) | |
Debt Instrument [Line Items] | |||||||||||||||||||
Long-term debt | $ 1,336 | $ 1,336 | $ 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 | 12 | € 11 | $ 7 | € 7 | 33 | € 31 | $ 24 | € 22 | |||||||||||
Repayments of debt | 68 | € 63 | 63 | € 63 | 201 | € 188 | 200 | € 188 | |||||||||||
Long-term debt | 604 | 604 | € 563 | 1,076 | € 875 | ||||||||||||||
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 | 1,295 | $ 5,305,800 | ||||||||||||||||
Interest expense, debt | 21 | $ 53,145 | $ 2 | $ 7,809 | 64 | $ 160,245 | 67 | $ 259,144 | |||||||||||
Repayments of debt | 53 | $ 222,978 | $ 213 | $ 875,864 | |||||||||||||||
Long-term debt | $ 732 | $ 732 | $ 2,967,844 | $ 725 | $ 3,471,576 | ||||||||||||||
First required payment term | 6 months | 6 months | 6 months | ||||||||||||||||
Coloumbia Debt | Foreign Line of Credit | Ecomedics S.A.S. | Minimum | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Interest rate (as a percent) | 10.96% | 10.96% | 10.96% | 10.96% | |||||||||||||||
Coloumbia Debt | Foreign Line of Credit | Ecomedics S.A.S. | Maximum | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Interest rate (as a percent) | 12.25% | 12.25% | 12.25% | 12.25% |
CAPITAL STOCK - Common Shares (
CAPITAL STOCK - Common Shares (Details) - shares | Sep. 30, 2023 | Aug. 24, 2023 | Aug. 23, 2023 | Dec. 31, 2022 |
Equity [Abstract] | ||||
Common stock, shares issued (in shares) | 1,726,145 | 1,454,559 | ||
Common stock, shares outstanding (in shares) | 1,726,145 | 1,500,000 | 45,700,000 | 1,454,559 |
CAPITAL STOCK - Reverse Share S
CAPITAL STOCK - Reverse Share Split (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Aug. 24, 2023 shares | Sep. 30, 2023 USD ($) shares | Sep. 30, 2023 USD ($) shares | Sep. 30, 2022 USD ($) | Aug. 23, 2023 shares | Dec. 31, 2022 shares | |
Class of Warrant or Right [Line Items] | ||||||
Reverse stock split conversion ratio | 0.3333 | |||||
Common stock, shares outstanding (in shares) | shares | 1,500,000 | 1,726,145 | 1,726,145 | 45,700,000 | 1,454,559 | |
Proceeds from issuance of shares | $ 1,340 | $ 27,686 | ||||
Equity issuance costs | $ 199 | $ 1,345 | ||||
At-the Market | ||||||
Class of Warrant or Right [Line Items] | ||||||
Number of shares issued/sold in transaction (in shares) | shares | 201,912 | 253,898 | ||||
Consideration received on transaction | $ 824 | $ 1,140 | ||||
Proceeds from issuance of shares | 902 | 1,340 | ||||
Equity issuance costs | $ 78 | $ 200 |
CAPITAL STOCK - Equity Distribu
CAPITAL STOCK - Equity Distribution Agreement (Details) | Jan. 14, 2022 USD ($) |
Equity Distribution Agreement | |
Subsidiary, Sale of Stock [Line Items] | |
Sale of stock, authorized offering amount | $ 50,000,000 |
CAPITAL STOCK - Warrants (Detai
CAPITAL STOCK - Warrants (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Aug. 24, 2023 | |
Class of Warrant or Right [Line Items] | |||||
Exercise price (USD per share) | $ 345 | ||||
Redemption price of outstanding warrants (USD per share) | $ 0.01 | $ 0.01 | |||
Adverse effect to holders, amendment, percentage of approval (as a percent) | 50.10% | 50.10% | |||
Gain (loss) on remeasurement of warrant liability | $ 60 | $ 196 | $ 5 | $ 2,009 | |
Common Stock | |||||
Class of Warrant or Right [Line Items] | |||||
Number of trading days where price is exceeded | 20 days | ||||
Number of consecutive trading days where price is exceeded | 30 days | ||||
Common Stock | Minimum | |||||
Class of Warrant or Right [Line Items] | |||||
Share price (USD per share) | $ 540 | $ 540 | |||
Warrant | |||||
Class of Warrant or Right [Line Items] | |||||
Warrant, outstanding (in shares) | 12,877,361 | 12,877,361 | |||
Private Placement | |||||
Class of Warrant or Right [Line Items] | |||||
Warrant, outstanding (in shares) | 4,900,000 | 4,900,000 |
GENERAL AND ADMINISTRATION - Co
GENERAL AND ADMINISTRATION - Components (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
General and Administrative Expense [Abstract] | ||||
Salaries and benefits | $ 2,263 | $ 2,781 | $ 7,464 | $ 9,719 |
Office and administration | 736 | 1,096 | 2,168 | 3,169 |
Professional fees | 667 | 495 | 2,933 | 2,893 |
Share based compensation | 52 | 958 | 954 | 2,606 |
Rent | 178 | 196 | 564 | 627 |
Other | 259 | (84) | 244 | (149) |
Total | $ 4,155 | $ 5,442 | 14,327 | 18,865 |
Freight-out Cost | $ 464 | $ 454 |
RESTRUCTURING EXPENSE - Narrati
RESTRUCTURING EXPENSE - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Restructuring and Related Activities [Abstract] | ||||
Restructuring expenses | $ 0 | $ (82,000) | $ 0 | $ 3,761,000 |
SHARE-BASED COMPENSATION - Shar
SHARE-BASED COMPENSATION - Share-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share based compensation | $ 52 | $ 958 | $ 954 | $ 2,606 |
Stock Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share based compensation | 7 | 66 | 820 | 336 |
RSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share based compensation | $ 45 | $ 892 | $ 134 | $ 2,270 |
SHARE-BASED COMPENSATION - Acti
SHARE-BASED COMPENSATION - Activity of Stock Options (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Stock Options | ||
Outstanding, beginning balance (in shares) | 13,619 | |
Forfeited (in shares) | (479) | |
Expired (in shares) | (4,222) | |
Outstanding, ending balance (in shares) | 8,918 | 13,619 |
Vested and expected to vest (in shares) | 8,576 | |
Vested and exercisable (in shares) | 7,731 | |
Weighted-Average Exercise Price | ||
Outstanding, beginning (USD per share) | $ 233.46 | |
Forfeited (USD per share) | 336.36 | |
Expired (USD per share) | 320.87 | |
Outstanding, ending (USD per share) | 157.03 | $ 233.46 |
Vested and expected to vest (USD per share) | 151.33 | |
Vested and exercisable (USD per share) | $ 123.73 | |
Weighted-Average Remaining Contractual Term (Years) and Aggregate Intrinsic Value | ||
Outstanding term | 1 year 6 months 7 days | 2 years 6 months 21 days |
Vested and expected to vest term | 1 year 6 months 21 days | |
Vested and exercisable term | 1 year 14 days | |
Outstanding aggregate intrinsic value | $ 0 | $ 0 |
Vested and expected to vest | 0 | |
Vested and exercisable | $ 0 |
SHARE-BASED COMPENSATION - Narr
SHARE-BASED COMPENSATION - Narrative (Details) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 USD ($) installment $ / shares shares | Dec. 31, 2022 USD ($) | |
Stock options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Cost not yet recognized, amount | $ | $ 166 | $ 392 |
Cost not yet recognized, period for recognition | 11 months 12 days | 1 year |
Market-based Restricted Share Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Granted (in shares) | shares | 0 | |
Number of annual vesting installments | installment | 4 | |
Market-based Restricted Share Units | Installment, One | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of trading days where price is exceeded | 20 days | |
Number of consecutive trading days where price is exceeded | 30 days | |
Market-based Restricted Share Units | Installment, Two | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of trading days where price is exceeded | 20 days | |
Number of consecutive trading days where price is exceeded | 30 days | |
Market-based Restricted Share Units | Minimum | Installment, One | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share price (USD per share) | $ 12.50 | |
Market-based Restricted Share Units | Minimum | Installment, Two | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share price (USD per share) | $ 15 |
SHARE-BASED COMPENSATION - Ac_2
SHARE-BASED COMPENSATION - Activity of Restricted Stock Units (Details) | 9 Months Ended |
Sep. 30, 2023 $ / shares shares | |
Time-based Restricted Share Units | |
Restricted Share Units | |
Non-vested, beginning balance (in shares) | shares | 45,566 |
Granted (in shares) | shares | 45,251 |
Vested (in shares) | shares | (18,108) |
Canceled/forfeited (in shares) | shares | (5,602) |
Non-vested, ending balance (in shares) | shares | 67,107 |
Weighted-Average Grant Date Fair Value | |
Non-vested, beginning price (USD per share) | $ / shares | $ 105.05 |
Granted (USD per share) | $ / shares | 7.49 |
Vested (USD per share) | $ / shares | 88.96 |
Canceled/forfeited (USD per share) | $ / shares | 43.38 |
Non-vested, ending price (USD per share) | $ / shares | $ 48.75 |
Market-based Restricted Share Units | |
Restricted Share Units | |
Non-vested, beginning balance (in shares) | shares | 17,632 |
Granted (in shares) | shares | 0 |
Vested (in shares) | shares | (15) |
Expired (in shares) | shares | (71) |
Canceled/forfeited (in shares) | shares | (3,874) |
Non-vested, ending balance (in shares) | shares | 13,672 |
Weighted-Average Grant Date Fair Value | |
Non-vested, beginning price (USD per share) | $ / shares | $ 384.03 |
Granted (USD per share) | $ / shares | 0 |
Vested (USD per share) | $ / shares | 274.52 |
Expired (USD per share) | $ / shares | 272.58 |
Canceled/forfeited (USD per share) | $ / shares | 393.29 |
Non-vested, ending price (USD per share) | $ / shares | $ 382.11 |
REVENUE - Narrative (Details)
REVENUE - Narrative (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Revenue from Contract with Customer [Abstract] | ||
Deferred revenue, current | $ 437,000 | $ 1,072,000 |
Deferred revenue, noncurrent | $ 0 | $ 0 |
SEGMENT REPORTING - Narrative (
SEGMENT REPORTING - Narrative (Details) | 9 Months Ended |
Sep. 30, 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 | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Segment Reporting Information [Line Items] | ||||
Segment net sales | $ 3,820 | $ 2,867 | $ 12,779 | $ 12,008 |
Segment loss | 1,942 | 1,299 | 6,902 | 6,373 |
Non-cash share-based compensation | (954) | (2,606) | ||
Depreciation and amortization | (290) | (305) | (750) | (950) |
Goodwill impairment | (19,000) | (19,000) | ||
Loss from operations | (3,377) | (24,324) | (10,682) | (39,392) |
Loss on debt extinguishment, net | 0 | 0 | 0 | 2,263 |
Gain on remeasurement of warrant liability | (60) | (196) | (5) | (2,009) |
Gain on investment | 0 | 0 | 0 | (6,851) |
Impairment investment | 3,705 | 0 | 3,705 | 0 |
Foreign exchange loss | 275 | 669 | 297 | 1,144 |
Interest and amortization of debt issuance cost | 5 | (58) | 23 | 2,696 |
Other (income) expense, net | (31) | 102 | (19) | 111 |
Loss before income taxes and equity investment loss | (7,271) | (24,841) | (14,683) | (36,746) |
Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Segment net sales | 3,820 | 2,867 | 12,779 | 12,008 |
Segment loss | (1,909) | (2,637) | (4,643) | (10,035) |
Operating Segments | Cannabinoid | ||||
Segment Reporting Information [Line Items] | ||||
Segment net sales | 1,442 | 613 | 4,537 | 3,166 |
Segment loss | (2,225) | (2,732) | (6,237) | (11,144) |
Operating Segments | Non-Cannabinoid | ||||
Segment Reporting Information [Line Items] | ||||
Segment net sales | 2,378 | 2,254 | 8,242 | 8,842 |
Segment loss | 316 | 95 | 1,594 | 1,109 |
Other | ||||
Segment Reporting Information [Line Items] | ||||
Unallocated corporate expenses | (1,706) | (1,424) | (5,835) | (6,801) |
Non-cash share-based compensation | (52) | (958) | (954) | (2,606) |
Depreciation and amortization | 290 | (305) | 750 | (950) |
Goodwill impairment | 0 | (19,000) | 0 | (19,000) |
Loss from operations | $ (3,377) | $ (24,324) | $ (10,682) | $ (39,392) |
SEGMENT REPORTING - Revenues by
SEGMENT REPORTING - Revenues by Channel (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Segment Reporting Information [Line Items] | ||||
Revenue, net | $ 3,820 | $ 2,867 | $ 12,779 | $ 12,008 |
Mass retail | ||||
Segment Reporting Information [Line Items] | ||||
Revenue, net | 2,618 | 1,570 | 8,133 | 6,065 |
Distributors | ||||
Segment Reporting Information [Line Items] | ||||
Revenue, net | 923 | 927 | 3,738 | 4,250 |
Specialty, health and other retail | ||||
Segment Reporting Information [Line Items] | ||||
Revenue, net | 107 | 282 | 361 | 1,234 |
E-commerce | ||||
Segment Reporting Information [Line Items] | ||||
Revenue, net | $ 172 | $ 88 | $ 547 | $ 459 |
SEGMENT REPORTING - Revenues _2
SEGMENT REPORTING - Revenues by Country (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Segment Reporting Information [Line Items] | ||||
Revenue, net | $ 3,820 | $ 2,867 | $ 12,779 | $ 12,008 |
United States | ||||
Segment Reporting Information [Line Items] | ||||
Revenue, net | 2,378 | 2,228 | 8,242 | 8,736 |
Israel | ||||
Segment Reporting Information [Line Items] | ||||
Revenue, net | 0 | 0 | 600 | 704 |
Australia | ||||
Segment Reporting Information [Line Items] | ||||
Revenue, net | 685 | 77 | 1,392 | 445 |
Brazil | ||||
Segment Reporting Information [Line Items] | ||||
Revenue, net | 507 | 249 | 1,778 | 1,169 |
Germany | ||||
Segment Reporting Information [Line Items] | ||||
Revenue, net | 59 | 275 | 68 | 722 |
Other | ||||
Segment Reporting Information [Line Items] | ||||
Revenue, net | $ 191 | $ 38 | $ 699 | $ 232 |
SEGMENT REPORTING - Concentrati
SEGMENT REPORTING - Concentration Risk (Details) - Customer Concentration Risk | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | ||||||
Percentage of Revenues | Customer A | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Concentration risk, percentage (as a percent) | 10% | 20% | 12% | 13% | ||||||
Percentage of Revenues | Customer B | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Concentration risk, percentage (as a percent) | [1] | |||||||||
Percentage of Revenues | Customer C | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Concentration risk, percentage (as a percent) | 11% | [1] | [1] | [1] | ||||||
Percentage of Revenues | Customer D | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Concentration risk, percentage (as a percent) | [1] | |||||||||
Percentage of Revenues | Customer E | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Concentration risk, percentage (as a percent) | 13% | [1] | [1] | [1] | ||||||
Percentage of Revenues | Customer F | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Concentration risk, percentage (as a percent) | [1] | |||||||||
Percentage of Revenues | Customer G | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Concentration risk, percentage (as a percent) | [1] | |||||||||
Percentage of Accounts Receivable | Customer A | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Concentration risk, percentage (as a percent) | [1] | 18% | ||||||||
Percentage of Accounts Receivable | Customer B | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Concentration risk, percentage (as a percent) | 20% | 13% | ||||||||
Percentage of Accounts Receivable | Customer C | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Concentration risk, percentage (as a percent) | [1] | |||||||||
Percentage of Accounts Receivable | Customer D | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Concentration risk, percentage (as a percent) | [1] | 15% | ||||||||
Percentage of Accounts Receivable | Customer E | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Concentration risk, percentage (as a percent) | 15% | 10% | ||||||||
Percentage of Accounts Receivable | Customer F | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Concentration risk, percentage (as a percent) | 16% | [1] | ||||||||
Percentage of Accounts Receivable | Customer G | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Concentration risk, percentage (as a percent) | 13% | [1] | ||||||||
[1]denotes less than 10% |
SEGMENT REPORTING - Long-lived
SEGMENT REPORTING - Long-lived Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | $ 14,252 | $ 15,463 |
Operating Segments | Cannabinoid | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | 14,163 | 15,308 |
Operating Segments | Non-Cannabinoid | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | $ 89 | $ 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 | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Earnings Per Share [Abstract] | ||||
Loss from continuing operations | $ (7,271) | $ (18,191) | $ (14,683) | $ (30,160) |
Income (loss) from discontinued operations | 2,133 | (1,972) | 1,869 | (7,189) |
Net loss - basic | (5,138) | (20,163) | (12,814) | (37,349) |
Net loss - diluted | $ (5,138) | $ (20,163) | $ (12,814) | $ (37,349) |
Weighted-average common shares outstanding - basic (in shares) | 1,580,456 | 1,407,419 | 1,513,575 | 1,221,107 |
Weighted-average common shares outstanding - diluted (in shares) | 1,580,456 | 1,407,419 | 1,513,575 | 1,221,107 |
Loss from continuing operations -basic (USD per share) | $ (4.60) | $ (12.93) | $ (9.70) | $ (24.70) |
Loss from continuing operations - diluted (USD per share) | (4.60) | (12.93) | (9.70) | (24.70) |
Income (loss) from discontinued operations - basic (USD per share) | 1.35 | (1.41) | 1.23 | (5.90) |
Income (loss) from discontinued operations - diluted (USD per share) | $ 1.35 | $ (1.41) | $ 1.23 | $ (5.90) |
NET INCOME (LOSS) PER SHARE -_2
NET INCOME (LOSS) PER SHARE - Computation of Anti-dilutive Effect (Details) - $ / shares | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Aug. 24, 2023 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 108,704 | 110,665 | |
Exercise price (USD per share) | $ 345 | ||
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) | 19,007 | 19,007 | |
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) | 8,918 | 14,530 | |
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) | 80,779 | 77,128 | |
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) | 17,777,361 | 17,840,951 |
LEASES - Narrative (Details)
LEASES - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Lessee, Lease, Description [Line Items] | ||||
Operating lease, payments | $ 202 | $ 457 | $ 621 | $ 1,354 |
Minimum | ||||
Lessee, Lease, Description [Line Items] | ||||
Lessor, operating lease, renewal term | 12 months | 12 months | ||
Maximum | ||||
Lessee, Lease, Description [Line Items] | ||||
Lessor, operating lease, renewal term | 60 months | 60 months |
LEASES - Costs (Details)
LEASES - Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2023 | Sep. 30, 2023 | |
Leases [Abstract] | ||
Fixed lease costs | $ 171 | $ 530 |
Total lease costs | $ 171 | $ 530 |
LEASES - Undiscounted Future Fi
LEASES - Undiscounted Future Fixed Payment Obligations (Details) $ in Thousands | Sep. 30, 2023 USD ($) |
Operating Lease | |
Remainder of Year 2023 | $ 183 |
2024 | 370 |
2025 | 107 |
2026 | 114 |
2027 | 113 |
Thereafter | 84 |
Total future fixed operating lease payments | 971 |
Less: Imputed interest | 93 |
Total operating lease liabilities | $ 878 |
Weighted-average remaining lease term - operating leases | 2 years 10 months 20 days |
Weighted-average discount rate - operating leases | 8% |
DISCONTINUED OPERATIONS - Compo
DISCONTINUED OPERATIONS - Components (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Income (loss) from discontinued operations | $ 2,133 | $ (1,972) | $ 1,869 | $ (7,189) |
Discontinued Operations, Held-for-sale | Portugal Operation | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Revenue, net | 0 | 438 | 551 | 1,178 |
Cost of sales | 0 | (1,456) | 0 | (3,929) |
Gross profit (loss) | 0 | (1,018) | 551 | (2,751) |
General and administrative | 584 | 645 | 1,430 | 3,496 |
Restructuring expenses | 0 | 0 | 30 | |
Depreciation and amortization | 0 | 203 | 0 | 613 |
Total expenses | 584 | 848 | 1,430 | 4,139 |
Loss from operations | (584) | (1,866) | (879) | (6,890) |
Interest (income) expense | 14 | 7 | 33 | 24 |
Gain on sale of assets | (2,778) | 0 | (2,825) | |
Foreign exchange loss | 48 | 99 | 44 | 275 |
Other income, net | (1) | 0 | 0 | 0 |
Income (loss) from discontinued operations | $ 2,133 | $ (1,972) | $ 1,869 | $ (7,189) |
COMMITMENT AND CONTINGENCIES -
COMMITMENT AND CONTINGENCIES - Narrative (Details) - Terra Verde, Lda. € in Thousands | Jul. 01, 2023 EUR (€) |
Loss Contingencies [Line Items] | |
Guarantor obligations, period | 12 months |
Guarantor obligations, amount | € 500 |
SUBSEQUENT EVENTS - Narrative (
SUBSEQUENT EVENTS - Narrative (Details) € in Thousands, $ in Thousands | 1 Months Ended | 9 Months Ended | |||
Oct. 17, 2023 USD ($) shares | Oct. 17, 2023 EUR (€) shares | Apr. 30, 2022 EUR (€) shares | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | |
Subsequent Event [Line Items] | |||||
Equity method investments sold amount | $ | $ 0 | $ 2,498 | |||
Cansativa | |||||
Subsequent Event [Line Items] | |||||
Sale of stock, number of shares issued/sold in transaction (in shares) | 1,586 | ||||
Equity method investments sold amount | € | € 2,300 | ||||
Subsequent Event | Cansativa | |||||
Subsequent Event [Line Items] | |||||
Sale of stock, number of shares issued/sold in transaction (in shares) | 3,648 | 3,648 | |||
Equity method investments sold amount | $ 1,900 | € 1,800 | |||
Subsequent Event | Cansativa | Cansativa | |||||
Subsequent Event [Line Items] | |||||
Sale of stock, number of shares issued/sold in transaction (in shares) | 3,582 | 3,582 | |||
Subsequent Event | Cansativa | EIP Entrepreneurial Investment GmbH | |||||
Subsequent Event [Line Items] | |||||
Sale of stock, number of shares issued/sold in transaction (in shares) | 66 | 66 |