Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 08, 2021 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-39820 | |
Entity Registrant Name | Clever Leaves Holdings Inc. | |
Entity Incorporation, State or Country Code | A1 | |
Entity Address, Address Line One | 6501 Congress Ave | |
Entity Address, Address Line Two | Suite 240 | |
Entity Address, City or Town | Boca Raton | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 33487 | |
City Area Code | 561 | |
Local Phone Number | 634-7430 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0001819615 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Common Stock | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Common shares without par value | |
Trading Symbol | CLVR | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 26,213,851 | |
Warrants, each warrant exercisable for one common share at an exercise price of $11.50 | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Warrants, each warrant exercisable for one common share at an exercise price of $11.50 | |
Trading Symbol | CLVRW | |
Security Exchange Name | NASDAQ | |
Non-voting Common Shares | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 706,086 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Financial Position - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Current: | ||
Cash and cash equivalents | $ 45,762 | $ 79,107 |
Restricted cash | 444 | 353 |
Accounts receivable, net | 2,160 | 1,676 |
Prepaids, advances and other | 3,812 | 3,174 |
Other receivables | 1,843 | 1,306 |
Inventories, net | 14,062 | 10,190 |
Total current assets | 68,083 | 95,806 |
Investment – Cansativa | 1,514 | 1,553 |
Property, plant and equipment, net of accumulated depreciation of $5,055 and $3,356 for the nine months ended September 30, 2021 and December 31, 2020, respectively | 29,665 | 25,680 |
Intangible assets, net | 23,307 | 24,279 |
Goodwill | 18,508 | 18,508 |
Other non-current assets | 59 | 52 |
Total Assets | 141,136 | 165,878 |
Current: | ||
Accounts payable | 2,869 | 4,429 |
Accrued expenses and other current liabilities | 2,423 | 4,865 |
Loans and borrowings, current portion | 120 | 0 |
Warrant liability | 13,671 | 19,061 |
Deferred revenue, current portion | 653 | 870 |
Total current liabilities | 32,645 | 29,225 |
Loans and borrowings, net of current portion | 5,859 | 6,701 |
Deferred revenue | 1,348 | 1,167 |
Deferred tax liabilities | 5,700 | 5,700 |
Other long-term liabilities | 695 | 693 |
Total Liabilities | 53,465 | 70,628 |
Shareholders’ equity | ||
Common shares, without par value, unlimited shares authorized: 26,168,044 and 24,883,024 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively | 0 | 0 |
Preferred shares, without par value, unlimited shares authorized, nil shares issued and outstanding for each of September 30, 2021 and December 31, 2020 | 0 | 0 |
Additional paid-in capital | 178,411 | 164,264 |
Accumulated deficit | (90,740) | (69,014) |
Total equity attributable to shareholders | 87,671 | 95,250 |
Total shareholders' equity | 87,671 | 95,250 |
Total liabilities and shareholders' equity | 141,136 | 165,878 |
Convertible notes due 2024 | ||
Current: | ||
Convertible note due 2024, current portion | 12,909 | 0 |
Convertible notes | 7,218 | 0 |
Convertible notes due 2022 | ||
Current: | ||
Convertible notes | $ 0 | $ 27,142 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Financial Position (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Property, plant and equipment, accumulated depreciation | $ 5,055 | $ 3,356 |
Common stock, shares issued (in shares) | 26,168,044 | 24,883,024 |
Common stock, shares outstanding (in shares) | 26,168,044 | 24,883,024 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement [Abstract] | ||||
Revenue | $ 4,031,000 | $ 3,917,000 | $ 11,180,000 | $ 8,770,000 |
Cost of sales | (1,496,000) | (1,844,000) | (4,080,000) | (3,629,000) |
Gross profit | 2,535,000 | 2,073,000 | 7,100,000 | 5,141,000 |
Expenses | ||||
General and administrative | 11,070,000 | 5,742,000 | 30,418,000 | 21,126,000 |
Sales and marketing | 812,000 | 508,000 | 2,297,000 | 2,292,000 |
Goodwill impairment | 0 | 0 | 0 | 1,682,000 |
Depreciation and amortization | 337,000 | 534,000 | 1,440,000 | 1,251,000 |
Total expenses | 12,219,000 | 6,784,000 | 34,155,000 | 26,351,000 |
Loss from operations | (9,684,000) | (4,711,000) | (27,055,000) | (21,210,000) |
Other Expense (Income), Net | ||||
Interest expense, net | 485,000 | 1,204,000 | 2,383,000 | 2,993,000 |
Gain on remeasurement of warrant liability | (9,065,000) | 0 | (5,390,000) | 0 |
Loss on investments | 0 | 58,000 | 0 | 318,000 |
Gain on debt extinguishment, net | (3,375,000) | 0 | (3,375,000) | 0 |
Loss on fair value of derivative instrument | 0 | 57,000 | 0 | 57,000 |
Foreign exchange loss | 298,000 | 96,000 | 1,137,000 | 455,000 |
Other (income) expenses, net | 964,000 | (20,000) | (123,000) | 28,000 |
Total other expense (income), net | (10,693,000) | 1,395,000 | (5,368,000) | 3,851,000 |
Gain (loss) before loss from equity investment | 1,009,000 | (6,106,000) | (21,687,000) | (25,061,000) |
Equity investment share of loss/(gain) | 14,000 | 2,000 | 39,000 | (14,000) |
Net income (loss) | 995,000 | (6,108,000) | (21,726,000) | (25,047,000) |
Net loss attributable to non-controlling interest | 0 | (1,014,000) | 0 | (2,662,000) |
Net income (loss) attributable to Clever Leaves Holdings Inc. common shareholders | $ 995,000 | $ (5,094,000) | $ (21,726,000) | $ (22,385,000) |
Net income (loss) per share attributable to Clever Leaves Holdings Inc. common shareholders - basic (USD per share) | $ 0.04 | $ (0.48) | $ (0.85) | $ (2.65) |
Net income (loss) per share attributable to Clever Leaves Holdings Inc. common shareholders - diluted (USD per share) | $ 0.04 | $ (0.48) | $ (0.85) | $ (2.65) |
Weighted-average common shares outstanding - basic (in shares) | 25,755,972 | 10,638,052 | 25,466,404 | 8,456,977 |
Weighted-average common shares outstanding - diluted (in shares) | 25,755,972 | 10,638,052 | 25,466,404 | 8,456,977 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Stockholders’ Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Retained (Deficit) | Attributable to Non- controlling Interest |
Beginning balance (in shares) at Dec. 31, 2019 | 8,304,030 | ||||
Beginning balance at Dec. 31, 2019 | $ 50,193 | $ 0 | $ 77,431 | $ (31,933) | $ 4,695 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | (10,186) | (9,282) | (904) | ||
Stock-based compensation expense | 416 | 416 | |||
Ending balance (in shares) at Mar. 31, 2020 | 8,304,030 | ||||
Ending balance at Mar. 31, 2020 | 40,423 | $ 0 | 77,847 | (41,215) | 3,791 |
Beginning balance (in shares) at Dec. 31, 2019 | 8,304,030 | ||||
Beginning balance at Dec. 31, 2019 | 50,193 | $ 0 | 77,431 | (31,933) | 4,695 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | (25,047) | ||||
Ending balance (in shares) at Sep. 30, 2020 | 10,658,844 | ||||
Ending balance at Sep. 30, 2020 | 36,120 | $ 0 | 88,609 | (54,522) | 2,033 |
Beginning balance (in shares) at Dec. 31, 2019 | 8,304,030 | ||||
Beginning balance at Dec. 31, 2019 | 50,193 | $ 0 | 77,431 | (31,933) | 4,695 |
Ending balance (in shares) at Dec. 31, 2020 | 24,883,024 | ||||
Ending balance at Dec. 31, 2020 | 95,250 | $ 0 | 164,264 | (69,014) | |
Beginning balance (in shares) at Mar. 31, 2020 | 8,304,030 | ||||
Beginning balance at Mar. 31, 2020 | 40,423 | $ 0 | 77,847 | (41,215) | 3,791 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | (8,753) | (8,009) | (744) | ||
Stock issuances (in shares) | 2,015,148 | ||||
Stock issuance | 14,021 | 14,021 | |||
Stock-based compensation expense | 296 | 296 | |||
Share repurchase (in shares) | (233,788) | ||||
Share repurchase | (6,250) | (6,250) | |||
Stock option exercise (in shares) | 47,607 | ||||
Stock option exercise | 12 | 12 | |||
Ending balance (in shares) at Jun. 30, 2020 | 10,132,997 | ||||
Ending balance at Jun. 30, 2020 | 39,749 | $ 0 | 85,926 | (49,224) | 3,047 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | (6,108) | (5,094) | (1,014) | ||
Stock issuances (in shares) | 559,226 | ||||
Stock issuance | 3,817 | 3,817 | |||
Stock-based compensation expense | 489 | 489 | |||
Stock option exercise (in shares) | 32,880 | ||||
Stock option exercise | 8 | 8 | |||
Share exchange (in shares) | (66,259) | ||||
Deferred stock issuance costs | (1,835) | (1,631) | (204) | ||
Ending balance (in shares) at Sep. 30, 2020 | 10,658,844 | ||||
Ending balance at Sep. 30, 2020 | 36,120 | $ 0 | 88,609 | (54,522) | $ 2,033 |
Beginning balance (in shares) at Dec. 31, 2020 | 24,883,024 | ||||
Beginning balance at Dec. 31, 2020 | 95,250 | $ 0 | 164,264 | (69,014) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | $ (13,765) | (13,765) | |||
Founders earnout shares vested (in shares) | 570,212 | ||||
Issuance of common shares upon vesting of RSUs (in shares) | 7,713 | ||||
Stock-based compensation expense | $ 1,550 | 1,550 | |||
Exercise of warrants (in shares) | 122,639 | ||||
Exercise of warrants | 1,410 | 1,410 | |||
Ending balance (in shares) at Mar. 31, 2021 | 25,583,588 | ||||
Ending balance at Mar. 31, 2021 | 84,445 | $ 0 | 167,224 | (82,779) | |
Beginning balance (in shares) at Dec. 31, 2020 | 24,883,024 | ||||
Beginning balance at Dec. 31, 2020 | 95,250 | $ 0 | 164,264 | (69,014) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | $ (21,726) | ||||
Stock option exercise (in shares) | 40,942 | ||||
Ending balance (in shares) at Sep. 30, 2021 | 26,168,044 | ||||
Ending balance at Sep. 30, 2021 | $ 87,671 | $ 0 | 178,411 | (90,740) | |
Beginning balance (in shares) at Mar. 31, 2021 | 25,583,588 | ||||
Beginning balance at Mar. 31, 2021 | 84,445 | $ 0 | 167,224 | (82,779) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | $ (8,956) | (8,956) | |||
Issuance of common shares upon vesting of RSUs (in shares) | 5,111 | ||||
Stock-based compensation expense | $ 3,323 | 3,323 | |||
Stock option exercise (in shares) | 40,942 | ||||
Stock option exercise | 10 | 10 | |||
Ending balance (in shares) at Jun. 30, 2021 | 25,629,641 | ||||
Ending balance at Jun. 30, 2021 | 78,822 | $ 0 | 170,557 | (91,735) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | 995 | 995 | |||
Stock-based compensation expense | 3,264 | 3,264 | |||
Conversions of debt to common stock, net of debt issuance (in shares) | 538,403 | ||||
Conversions of debt to common stock, net of debt issuance | 4,590 | 4,590 | |||
Ending balance (in shares) at Sep. 30, 2021 | 26,168,044 | ||||
Ending balance at Sep. 30, 2021 | $ 87,671 | $ 0 | $ 178,411 | $ (90,740) |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows - USD ($) | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | |||
Cash Flow from Operating Activities: | ||||
Net income (loss) | $ (21,726,000) | $ (25,047,000) | ||
Adjustments to reconcile to net cash used in operating activities: | ||||
Depreciation and amortization | 1,815,000 | 1,251,000 | ||
Debt issuance amortization | 325,000 | 426,000 | [1] | |
Gain on remeasurement of warrant liability | (5,390,000) | 0 | ||
Foreign exchange loss | 1,137,000 | 455,000 | ||
Stock-based compensation expense | 8,137,000 | 1,202,000 | ||
Goodwill impairment | 0 | 1,682,000 | ||
Loss on investment | 0 | 318,000 | ||
Loss (gain) on equity method investment | 39,000 | (14,000) | ||
Gain on debt extinguishment, net | (3,375,000) | 0 | ||
Loss on derivative instrument | 0 | 57,000 | ||
Other non-cash expense, net | 394,000 | 1,899,000 | ||
Changes in operating assets and liabilities: | ||||
Accounts receivable | (484,000) | (796,000) | ||
Prepaid expenses | (638,000) | 2,688,000 | ||
Other receivables | (544,000) | (156,000) | ||
Inventory | (2,951,000) | (3,098,000) | ||
Accounts payable and other current liabilities | (5,110,000) | 1,173,000 | ||
Accrued and other non-current liabilities | 176,000 | (319,000) | ||
Net cash used in operating activities | (28,195,000) | (18,279,000) | ||
Cash Flow from Investing Activities: | ||||
Purchase of property, plant and equipment | (5,948,000) | (3,286,000) | ||
Net cash used in investing activities | (5,948,000) | (3,286,000) | ||
Cash Flow from Financing Activities: | ||||
Proceeds from issuance of long-term debt | 25,000,000 | 4,162,000 | ||
Repayment of debt | (26,363,000) | (481,000) | ||
Other borrowings | 1,826,000 | 992,000 | ||
Proceeds from issuance of shares, net of issuance costs | 0 | 18,021,000 | ||
Purchase and cancellation of shares | 0 | (6,250,000) | ||
Proceeds from exercise of warrants | 1,410,000 | 0 | ||
Deferred debt issuance costs | (932,000) | (1,812,000) | [2] | |
Stock option exercise | 10,000 | 0 | ||
Net cash provided by financing activities | 951,000 | 14,632,000 | ||
Effect of exchange rate changes on cash, cash equivalents & restricted cash | (62,000) | (29,000) | ||
(Decrease) increase in cash, cash equivalents & restricted cash | [3] | (33,254,000) | (6,962,000) | |
Cash, cash equivalents & restricted cash, beginning of period | [3] | 79,460,000 | 13,198,000 | |
Cash, cash equivalents & restricted cash, end of period | [3] | 46,206,000 | 6,236,000 | |
Supplemental schedule of cash flow information: | ||||
Cash paid for interest | 375,000 | 668,000 | ||
Supplemental disclosures for non-cash financing activity: | ||||
Conversions of debt to common shares | $ 4,209,000 | $ 0 | ||
[1] | The Company reclassified $426 debt issuance amortization, reported in previous period in other non-cash expense, net to debt issuance amortization, to conform to the current period presentation. | |||
[2] | The Company reclassified $181 deferred debt issuance costs, related to Series E Financing, reported net, in previous period in Proceeds from issuance of long-term debt to Deferred debt issuance costs, to conform to the current period presentation. | |||
[3] | These amounts include restricted cash of $444 and $320 as of September 30, 2021 and September 30, 2020, respectively, which are comprised primarily of cash on deposits for certain lease arrangements. |
Condensed Consolidated Statem_6
Condensed Consolidated Statements of Cash Flows (Parenthetical) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020USD ($) | ||
Statement of Cash Flows [Abstract] | ||
Restricted cash | $ 320 | |
Debt issuance amortization | 426 | [1] |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Payments of debt issuance costs | 1,812 | [2] |
Revision of Prior Period, Reclassification, Adjustment | Series E Financing | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Payments of debt issuance costs | $ (181) | |
[1] | The Company reclassified $426 debt issuance amortization, reported in previous period in other non-cash expense, net to debt issuance amortization, to conform to the current period presentation. | |
[2] | The Company reclassified $181 deferred debt issuance costs, related to Series E Financing, reported net, in previous period in Proceeds from issuance of long-term debt to Deferred debt issuance costs, to conform to the current period presentation. |
CORPORATE INFORMATION
CORPORATE INFORMATION | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
CORPORATE INFORMATION | CORPORATE INFORMATION Clever Leaves Holdings Inc. (the “Company”) is a multi-national U.S. based holding company focused on cultivating, extracting and selling cannabinoids. In addition to the cannabinoid business, we are also engaged in the non-cannabinoid business of manufacturing and selling homeopathic and other natural remedies, wellness products, and nutraceuticals. The Company is incorporated under the Business Corporations Act of British Columbia, Canada. The mailing address of our principal executive office is 6501 Congress Ave, Suite 240, Boca Raton, FL 33487. Business Combination On December 18, 2020 (the "Closing Date"), Clever Leaves International Inc., a corporation organized under the laws of British Columbia, Canada (“Clever Leaves”), and SAMA consummated the previously announced Business Combination contemplated by the Amended and Restated Business Combination Agreement, dated as of November 9, 2020 (the “Business Combination Agreement”), by and among SAMA, Clever Leaves, Clever Leaves Holdings Inc., a corporation organized under the laws of British Columbia, Canada (“Holdco” or the “Company”), and Novel Merger Sub Inc., a Delaware corporation (“Merger Sub”). Pursuant to the Business Combination Agreement, SAMA agreed to combine with Clever Leaves in the Business Combination that resulted in both Clever Leaves and SAMA becoming wholly-owned subsidiaries of Holdco. Clever Leaves was deemed the accounting acquirer in the Business Combination based on an analysis of the criteria outlined in Accounting Standards Codification ("ASC") 805. This determination was primarily based on Clever Leaves’ stockholders prior to the Business Combination having a majority of the voting interests in the combined company, Clever Leaves’ operations comprising the ongoing operations of the combined company, Clever Leaves’ board of directors comprising a majority of the board of directors of the combined company, and Clever Leaves’ senior management comprising the senior management of the combined company. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of Clever Leaves’ issuing stock for the net assets of SAMA, accompanied by a recapitalization. The net assets of SAMA are stated at historical cost, with no goodwill or other intangible assets recorded. While Holdco was the legal acquirer in the Business Combination, because Clever Leaves was deemed the accounting acquirer, the historical financial statements of Clever Leaves became the historical financial statements of the combined company upon the consummation of the Business Combination. As a result, the financial statements included in this report reflect (i) the historical operating results of Clever Leaves prior to the Business Combination; (ii) the combined results of the Company and Clever Leaves following the closing of the Business Combination; (iii) the assets and liabilities of Clever Leaves’ at their historical cost; and (iv) the Company’s equity structure before and after the Business Combination. In accordance with applicable guidance, the equity structure has been restated in all comparative periods to reflect the number of shares of the Company's common shares, issued to Clever Leaves’ shareholders in connection with the recapitalization transaction. As such, the shares and corresponding capital amounts and earnings per share related to Clever Leaves’ convertible preferred shares and Clever Leaves’ common shares prior to the Business Combination have been retroactively restated as shares reflecting the exchange ratio of 0.3288 shares (the "Exchange Rate") established in the Business Combination Agreement. Activity within the statement of shareholders' equity for the issuances and repurchases of Clever Leaves’ convertible preferred shares were also retroactively converted to Clever Leaves’ common shares. See Note 12 for more information. |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION | BASIS OF PRESENTATION The accompanying interim condensed consolidated financial statements (“Financial Statements”) of the Company are unaudited. These Financial Statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial statements and with the instructions to Form 10-Q and Article 10 of regulation S-X; and accordingly, do not include all disclosures required for annual financial statements. These Financial Statements reflect all adjustments, which, in the opinion of management, are necessary for a fair presentation of the results for the interim periods presented. All adjustments were of a normal recurring nature. Interim period results are not necessarily indicative of results to be expected for the full year. These Financial Statements should be read in conjunction with the Company’s 2020 audited consolidated financial statements and related notes in our 2020 Form 10-K . Prior Period Reclassification- Certain prior period reclassifications were made to conform to the current period presentation. Going Concern These consolidated financial statements have been prepared in accordance with U.S. GAAP, which assumes that the Company will be able to meet its obligations and continue its operations for the next twelve months. As shown in the accompanying consolidated financial statements, the Company had an accumulated deficit as of September 30, 2021, as well as operating losses and negative cash flows from operations since inception and expects to continue to incur net losses for the foreseeable future until such time that it can generate significant revenue from the sale of its available inventories. The Company’s management believes that the Company’s current cash position, following the consummation of the Business Combination on closing date, and management’s plans to continue similar operations with increased marketing, which the Company believes will result in increased revenue and an improvement in net income, will satisfy the Company's estimated liquidity needs during the twelve months from the issuance of the consolidated financial statements. In addition, during the nine months ended September 30, 2021, the Company raised additional financing by issuing a secured Convertible Notes, as discussed in Note 11 . Impact of COVID-19 Pandemic The Company expects its operations to continue to be affected by the ongoing outbreak of the 2019 coronavirus disease (“COVID-19”), which was declared a pandemic by the WHO in March 2020. The spread of COVID-19 has severely impacted many economies around the globe. In many countries, including those where the Company operates, businesses have been forced to cease or limit operations for long or indefinite periods of time. Measures taken to contain the spread of the virus, including travel bans, quarantines, social distancing, and closures of non-essential services have triggered significant disruptions to businesses worldwide, resulting in an economic slowdown. Governments and central banks have responded with monetary and fiscal interventions to stabilize economic conditions and the Company has taken steps to obtain financial assistance made available from jurisdictional governments, however the Company expects its 2021 financial performance to continue to be impacted and result in a delay of certain of its go-to-market initiatives. Given the continued evolution of the COVID-19 pandemic and the related complexities and uncertainties associated with the additional variants, the Company’s business operations could be significantly impacted. We continue to monitor closely the impact of COVID-19, with a focus on the health and safety of our employees, and business continuity. We have implemented various measures to reduce the spread of the virus including requiring that our non-production employees work from home, restricting visitors to production locations, screening employees with infrared temperature readings and requiring them to complete health questionnaires on a daily basis before they enter facilities, implementing social distancing measures at our production locations, enhancing facility cleaning protocols, and encouraging employees to adhere to preventative measures recommended by the WHO. Our global operational sites have been reduced to business-critical personnel only and physical distancing measures are in effect. In addition, since our non-production workforce can effectively work remotely using various technology tools, we are able to maintain our full operations. Although our operational sites remain open, mandatory or voluntary self-quarantines may further limit the staffing of our facilities. Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its consolidated subsidiaries. The following table provides a summary of the Company’s subsidiaries and respective ownership percentage as of December 31, 2020 and September 30, 2021: Subsidiaries Jurisdiction of incorporation Ownership Clever Leaves US, Inc. Delaware, United States 100% NS US Holdings, Inc. Delaware, United States 100% Herbal Brands, Inc. Delaware, United States 100% 1255096 B.C. Ltd. ("Newco") British Columbia, Canada 100% Northern Swan International, Inc. (“NSI”) British Columbia, Canada 100% Northern Swan Management, Inc. British Columbia, Canada 100% Northern Swan Deutschland Holdings, Inc. British Columbia, Canada 100% Northern Swan Portugal Holdings, Inc. British Columbia, Canada 100% Clever Leaves Portugal Unipessoal LDA Portugal 100% Clever Leaves II Portugal Cultivation SA Portugal 100% Northern Swan Europe, Inc. British Columbia, Canada 100% Nordschwan Holdings, Inc. British Columbia, Canada 100% Clever Leaves Germany GmbH Frankfurt, Germany 100% NS Herbal Brands International, Inc. British Columbia, Canada 100% Herbal Brands, Ltd. London, United Kingdom 100% Clever Leaves International, Inc. British Columbia, Canada 100% Eagle Canada Holdings, Inc. (“Eagle Canada”) British Columbia, Canada 100% Ecomedics S.A.S. (“Ecomedics”) Bogota, Colombia 100% Clever Leaves UK Limited London, United Kingdom 100% |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | SIGNIFICANT ACCOUNTING POLICIES The Company's significant accounting policies are disclosed in its audited consolidated financial statements for the year ended December 31, 2020, included in the 2020 Form 10-K . There have been no changes to the Company's significant accounting policies as discussed in the 2020 Form 10-K. Recently Adopted Accounting Pronouncements In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740) - Simplifying the Accounting for Income Taxe s (“ASU No. 2019-12"), which is intended to simplify various aspects related to accounting for income taxes. ASU No. 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. ASU No. 2019-12 is effective for the Company beginning January 1, 2021. The ASU has no material impact to its consolidated financial statements. In January 2020, the FASB issued ASU No. 2020-01, Investments — Equity Securities (Topic 321), Investments — Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) (“ASU No. 2020-01”), which is intended to clarify the interaction of the accounting for equity securities under Topic 321 and investments accounted for under the equity method of accounting in Topic 323 and the accounting for certain forward contracts and purchased options accounted for under Topic 815. ASU No. 2020-01 is effective for the Company beginning January 1, 2021. The adoption of ASU did not have a material impact to the Company's consolidated financial statements. In October 2020, the FASB issued this ASU No. 2020-09, Debt - (Topic 470) ("ASU No. 2020-09"), which clarifies, streamlines, and in some cases eliminates, the disclosures a registrant must provide in lieu of the subsidiary’s audited financial statements. The rules require certain enhanced narrative disclosures, including the terms and conditions of the guarantees and how the legal obligations of the issuer and guarantor, as well as other factors, may affect payments to holders of the debt securities. The amendments in ASU No. 2020-09 are effective January 4, 2021, and earlier compliance is permitted. The adoption of ASU did not have a material impact to the Company's consolidated financial statements. Recently Issued Accounting Pronouncements Not Yet Adopte d In May 2021, the FASB issued ASU No. 2021-04 , Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options ("ASU No. 2021-04"), which provides a principles-based framework to determine whether an issuer should recognize the modification or exchange as an adjustment to equity or an expense. ASU No. 2021-04 requires issuers to account for modifications or exchanges of freestanding equity-classified written call options (e.g., warrants) that remain equity classified after the modification or exchange based on the economic substance of the modification or exchange. The amendments in ASU No. 2021-04 are effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted for all entities, including adoption in an interim period. The Company is currently evaluating the effect of adopting ASU No. 2021-04. In February 2016, the FASB issued ASU 2016-02, “Leases”, which was further clarified by ASU 2018-10, “Codification Improvements to Topic 842, Leases”, and ASU 2018-11, “Leases—Targeted Improvements”, both issued in July 2018. ASU 2016-02 affects all entities that lease assets and will require lessees to recognize a lease liability and a right-of-use asset for all leases (except for short-term leases that have a duration of less than one year) as of the date on which the lessor makes the underlying asset available to the lessee. The effective date of this ASU has now been delayed for two years by the issuance of ASU 2020-05 and the Company will be adopting this standard on January 1, 2022. While the Company expects the adoption of these standards will not result in a material increase to the reported assets and liabilities, the Company has not yet determined the full impact that the adoption of this standard will have on its condensed consolidated financial statements. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended |
Sep. 30, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS The following table provides the fair value measurement hierarchy of the Company’s assets and liabilities, except for those assets and liabilities that are short term in nature and approximate the fair values, as of the periods presented: Level 1 Level 2 Level 3 Total As of September 30, 2021 Assets: Investment – Cansativa — 1,514 1,514 Total Assets $ — $ — $ 1,514 $ 1,514 Liabilities: Loans and borrowings — 5,979 — 5,979 Warrant liability — — 13,671 13,671 Convertible notes — 20,127 — 20,127 Total Liabilities $ — $ 26,106 $ 13,671 $ 39,777 As of December 31, 2020 Assets: Investment – Cansativa — — 1,553 1,553 Total Assets $ — $ — $ 1,553 $ 1,553 Liabilities: Loans and borrowings — 6,701 — 6,701 Warrant liability — — 19,061 19,061 Convertible notes — 27,142 — 27,142 Total Liabilities $ — $ 33,843 $ 19,061 $ 52,904 During the nine months ended September 30, 2021, there were no transfers between fair value measurement levels. The change in fair value of warrant liabilities related to private warrants during the nine months ended September 30, 2021, is as follows: Private Placement Warrants: Total Warrant Liability Warrant liability at December 31, 2020 $ 19,061 Change in fair value of warrant liability 4,851 Warrant liabilities at March 31, 2021 $ 23,912 Change in fair value of warrant liabilities (1,176) Warrant liabilities at June 30, 2021 $ 22,736 Change in fair value of warrant liabilities $ (9,065) Warrant liabilities at September 30, 2021 $ 13,671 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, 2021 and December 31, 2020: As of September 30, December 31, Risk-free interest rate 0.80% 0.43% Expected volatility 60% 60% Share Price $7.76 $8.90 Exercise Price $11.50 $11.50 Expiration date December 18, 2025 December 18, 2025 • The risk-free interest rate assumptions are based on U.S. dollar zero curve derived from swap rates at the valuation date, with a term to maturity matching the remaining term of warrants. • The expected volatility assumptions are based on average of historical volatility based on comparable industry volatilities of public warrants. |
INVENTORY
INVENTORY | 9 Months Ended |
Sep. 30, 2021 | |
Inventory Disclosure [Abstract] | |
INVENTORY | INVENTORY Inventories are comprised of the following items as of the periods presented: September 30, December 31, Raw materials $ 1,008 $ 1,148 Work in progress – cultivated cannabis 1,186 1,482 Work in progress – harvested cannabis and extracts 2,723 274 Finished goods – cannabis extracts 8,943 7,003 Finished goods – other 202 283 Total $ 14,062 $ 10,190 |
INVESTMENTS
INVESTMENTS | 9 Months Ended |
Sep. 30, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | |
INVESTMENTS | INVESTMENTS Cansativa On December 21, 2018, the Company, through its subsidiary Northern Swan Deutschland Holdings, Inc., entered into a seed investment agreement with the existing stockholders of Cansativa GmbH (“Cansativa”), a German limited liability company primarily focused on the import and sale of cannabis products for medical use and related supplements and nutraceuticals. Prior to the Company’s investment, Cansativa’s registered and fully paid-in share capital amounted to 26,318 common shares. Under the investment agreement, the Company has agreed with the existing stockholders to invest up to EUR 7,000 in Cansativa in three separate tranches of, respectively, EUR 1,000, EUR 3,000 and up to a further EUR 3,000. The first EUR 1,000 (specifically, EUR 999.92, approximately $1,075, or “Seed Financing Round”) was invested in Cansativa to subscribe for 3,096 newly issued preferred voting shares at EUR 322.97 per preferred share, and as cash contributions from the Company to Cansativa. The seed EUR 322.97 per share price was based on a fully diluted pre-money valuation for Cansativa of EUR 8,500, and the increase of Cansativa’s registered share capital by the 3,096 preferred shares in the Seed Financing Round provided the Company with 10.53% of the total equity ownership of Cansativa. The Company paid the seed investment subscription by, first, an initial nominal payment of EUR 3.1, (i.e., EUR 1.00 per share) upon signing the investment agreement to demonstrate the Company’s intent to invest, and the remainder of EUR 996.82 was settled in January 2019 to officially close the investment deal after certain closing conditions have been met by the existing stockholders and Cansativa. The Company accounts for its investment in Cansativa using the equity accounting method, due to the Company's significant influence, in accordance with ASC 323, Investments — Equity Method and Joint Ventures . The Company recorded its investment in Cansativa at the cost basis of an aggregated amount of EUR 999.92, approximately $1,075, which is comprised of EUR 3.10 for the initial nominal amount of the Seed Financing Round and EUR 996.82 for the remaining Seed Financing Round (i.e., Capital Reserve Payment), with no transaction costs. Subsequent to the Seed Financing Round, the Company had an option, within 18 months after the Signing Date, to increase its investment in Cansativa by subscribing to up to 9,289 newly issued (additional) preferred shares (“Tranche 2 Option”) for an amount of up to EUR 3,000.07 based on the same seed share price of EUR 322.97. When the Tranche 2 Option is exercised from time to time, the Company is entitled to subscribe to a number of up to 578 additional Seed Preferred Shares (in case of full exercise of the Tranche 2 Option) for their respective nominal value of EUR 1.00. The Company estimated that the value of the Tranche 2 Option at the time of the initial investment was approximately EUR 419 ($450). The Company’s equity method investment at the time of Seed Financing Round was approximately 10.53% of the book value of Cansativa’s net assets of approximately EUR 1,100, and approximately EUR 465 of equity method goodwill, as Cansativa was a newly formed entity with limited identifiable assets to which a significant fair value could be applied. The Company’s options to acquire additional shares in Cansativa are accounted for as equity instruments within the scope of ASC 321, Investments — Equity Securities . In accordance with the seed investment agreement, in September 2019, the Company made an additional investment of approximately EUR 650, or approximately $722, for 2,138 shares in Cansativa, thereby increasing its equity ownership to 16.6% of the book value of Cansativa’s net assets of approximately EUR 1,233, and approximately EUR 1,122 of equity method goodwill as Cansativa was still in the process of getting the licenses and expanding its operations. As of September 30, 2020, balance of Tranche 2 option expired unexercised and as a result the Company recognized a loss on investment of approximately $370 in its Statement of Operations and Comprehensive Loss and the carrying value of the Tranche 2 option was reduced to nil. In December 2020, Cansativa allocated shares of its common stock to a newly-installed employee-stock ownership plan (“ESOP”). As a result of the ESOP installment, the Company’s equity ownership of Cansativa, on a fully-diluted basis, decreased from 16.59% to 15.80% of the book value of Cansativa’s net assets. Additionally, Cansativa raised additional capital through the issuance of Series A preferred stock (“Cansativa Series A Shares”) to a third-party investor at a per share price of EURO 543.31. As a result of the Series A Share issuance, the Company’s equity ownership of Cansativa, on a fully diluted basis, decreased from 15.80% to 14.22% of the book value of Cansativa’s net assets. The Company accounted for the transaction as a proportionate sales of ownership share and recognized a gain of approximately $211 in its consolidated statement of operations within loss on investments line. This change did not impact the equity method classification. For the three and nine months ended September 30, 2021 the Company's share of net losses from the investment were $14 and $39, respectively. For the three and nine months ended September 30, 2020 the Company's share of net losses or gains from the investment were a $2 loss and $14 gain, respectively. |
BUSINESS COMBINATIONS
BUSINESS COMBINATIONS | 9 Months Ended |
Sep. 30, 2021 | |
Business Combinations [Abstract] | |
BUSINESS COMBINATIONS | BUSINESS COMBINATIONS 2020 Business Combination On December 18, 2020, Clever Leaves and SAMA consummated the Business Combination contemplated by the Amended and Restated Business Combination Agreement, dated as of November 9, 2020, by and among SAMA, Clever Leaves, the Company and Merger Sub. Pursuant to the Business Combination Agreement, each of the following transactions occurred in the following order: (i) pursuant to a court-approved Canadian plan of arrangement (the “Plan of Arrangement” and the arrangement pursuant to such Plan of Arrangement, the “Arrangement”), at 11:59 p.m., Pacific time, on December 17, 2020 (2:59 a.m., Eastern time, on December 18, 2020) (a) all of the Clever Leaves shareholders exchanged their Class A common shares without par value of Clever Leaves (“Clever Leaves common shares”) for our common shares without par value (“common shares”) and/or non-voting common shares without par value (“non-voting common shares”) (as determined in accordance with the Business Combination Agreement) and (b) certain Clever Leaves shareholders received approximately $3,100 in cash in the aggregate (the “Cash Arrangement Consideration”), such that, immediately following the Arrangement, Clever Leaves became our direct wholly-owned subsidiary; (ii) at 12:01 a.m., Pacific time (3:01 a.m. Eastern time), on December 18, 2020, Merger Sub merged with and into SAMA, with SAMA surviving such merger as our direct wholly-owned subsidiary (the “Merger”) and, as a result of the Merger, all of the shares of SAMA common stock were converted into the right to receive our common shares as set forth in the Business Combination Agreement; (iii) immediately following the consummation of the Merger, we contributed 100% of the issued and outstanding capital stock of SAMA (as the surviving corporation of the Merger) to Clever Leaves, such that, SAMA became a direct wholly-owned subsidiary of Clever Leaves; and (iv) immediately following the contribution of SAMA to Clever Leaves, Clever Leaves contributed 100% of the issued and outstanding shares of NS US Holdings, Inc., a Delaware corporation and a wholly-owned subsidiary of Clever Leaves, to SAMA. Upon the closing of the Merger, SAMA changed its name to Clever Leaves US, Inc. In connection with the closing of the Business Combination, the Company's bylaws were amended and restated to, among other things, provide for an unlimited number of common shares without par value, an unlimited number of non-voting common shares without par value and an unlimited number of preferred shares without par value. In connection with the Business Combination, SAMA obtained commitments (the “Subscription Agreements”) from certain investors (the “Subscribers”) to purchase $8,881 in shares of SAMA common stock for a purchase price of $9.50 per share, in the SAMA PIPE. As part of the SAMA PIPE, certain Subscribers who were holders of the 2022 Convertible Notes agreed to purchase shares of SAMA common stock in exchange for the transfer of the PIK Notes received in satisfaction of approximately $2,881 of accrued and outstanding interest under the 2022 Convertible Notes from January 1 to December 31, 2020. Prior to the effective time of the Merger, SAMA issued an aggregate of 934,819 shares of SAMA common stock the Subscribers in the SAMA PIPE that were exchanged for our common shares, on a one-for-one basis, in connection with the Closing. The Business Combination is accounted for as a recapitalization in accordance with U.S. GAAP. Under this method of accounting, SAMA was treated as the "acquired" company for financial reporting purposes (see Note 1). Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of Clever Leaves issuing shares for the net assets of SAMA, accompanied by a recapitalization. The net assets of SAMA are stated at historical cost, with no goodwill or other intangible assets recorded. The following table reconciles the elements of the Business Combination to the consolidated statement of cash flows and the consolidated statement of shareholders’ equity for the year ended December 31, 2020: Recapitalization Cash - SAMA trust and cash, net of redemptions $ 86,644 Cash - SAMA PIPE 6,000 Non-cash PIK (2,881) Cash assumed from SAMA 698 Cash consideration to certain Clever Leaves shareholders (3,057) Less: transaction costs and advisory fees (13,895) Net Business Combination $ 73,509 Non-cash PIK 2,881 Deferred issuance costs 1,503 Warranty liability (29,841) Net liabilities assumed from SAMA (258) Net contributions from Business Combination $ 47,794 See Note 12 for more information on all capital stock issuances. |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | INTANGIBLE ASSETS The Company has acquired cannabis-related licenses as part of a business combination with a gross value of approximately $19,000, which have indefinite useful lives as they are expected to generate economic benefit to the Company in perpetuity. In addition, during 2019 the Company acquired finite-lived intangible assets with a gross value of approximately $7,091 as part of its Herbal Brands acquisition. During the nine months ended September 30, 2021 and 2020 the Company recorded approximately $972 and $829, respectively, of amortization related to its finite-lived intangible assets. During the three months ended September 30, 2021 and 2020 the Company recorded approximately $191 and $389, 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, 2021 and December 31, 2020. The value of product formulation intangible asset is included in the value of Brand: September 30, 2021 Gross Accumulated Net Weighted- Finite-lived intangible assets: Customer contracts $ 925 $ 925 $ — 0.0 Customer relationships 1,000 441 559 3.6 Customer list 650 314 336 2.6 Brand 4,516 1,104 3,412 7.6 Total finite-lived intangible assets $ 7,091 $ 2,784 $ 4,307 Indefinite-lived intangible assets: Licenses $ 19,000 N/A $ 19,000 Total indefinite-lived intangible assets $ 19,000 N/A $ 19,000 Total intangible assets $ 26,091 $ 2,784 $ 23,307 December 31, 2020 Gross Accumulated Net Weighted- Finite-lived intangible assets: Customer contracts $ 925 $ 525 $ 400 0.5 Customer relationships 1,000 304 696 4.4 Customer list 650 217 433 3.3 Brand 4,516 766 3,750 8.3 Total finite-lived intangible assets $ 7,091 $ 1,812 $ 5,279 Indefinite-lived intangible assets: Licenses $ 19,000 N/A $ 19,000 Total indefinite-lived intangible assets $ 19,000 N/A $ 19,000 Total intangible assets $ 26,091 $ 1,812 $ 24,279 2020 Interim Impairment Testing In conjunction with the impairment testing performed as of March 31, 2020 (refer to Note 9 for more detail) the Company reviewed finite-lived intangible assets for impairment. Indefinite-lived intangible assets, consisting of certain of the Company’s licenses, were reviewed as part of the impairment assessment during the first quarter of 2020 similar to goodwill, in accordance with ASC 350. The Company did not recognize an impairment related to the carrying value of any of the Company’s finite or indefinite-lived intangible assets as a result of the impairment assessments performed as of March 31, 2020. For each of the three and nine months ended September 30, 2021 and 2020, no impairment was recognized related to the carrying value of any of the Company’s finite or indefinite-lived intangible assets. Annual Impairment Testing In accordance with ASC Topic 350, “Intangibles – Goodwill and Other,” the Company performs its annual impairment test as of December 31 of each year. Refer to Note 9. for more detail. Amortization Expense The following table reflects the estimated future amortization expense for each period presented for the Company’s finite-lived intangible assets as of September 30, 2021: Estimated 2021 191 2022 $ 795 2023 715 2024 542 2025 572 Thereafter 1,492 Total $ 4,307 |
GOODWILL
GOODWILL | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL | GOODWILL The following table presents goodwill by segment: Cannabinoid Non- Cannabinoid Total Balance at December 31, 2020 $ 18,508 $ — $ 18,508 Balance at September 30, 2021 $ 18,508 $ — $ 18,508 Cumulative goodwill impairment charges (a) $ — $ 1,682 $ 1,682 (a) Amount refers to cumulative goodwill impairment charges related to impairments recognized in 2020; no impairment charges were recognized during the three and nine months ended September 30, 2021. In accordance with ASC Topic 350, “ Intangibles – Goodwill and Other ,” the Company performs its annual impairment test as of December 31 of each year. The Company also reviews goodwill for impairment whenever events or changes in circumstances indicate that the carrying value of its goodwill may not be recoverable. After the close of each interim quarter, management assesses whether there exists any indicators of impairment requiring the Company to perform an interim goodwill impairment analysis. For 2020, the Company performed a qualitative assessment to determine whether indicators of impairment existed. The Company considered, among other factors, the financial performance, industry conditions, as well as macroeconomic developments. Based upon such assessment, the Company determined that it was not more-likely-than-not that an impairment existed as of December 31, 2020. There were no indicators of impairment during the three and nine months ended September 30, 2021. First quarter of 2020 Interim impairment Testing As of March 31, 2020, the Company recognized the COVID-19 pandemic and its impact as a negative indicator to its business performance. As a result, the Company performed an assessment to determine whether goodwill was impaired. Based upon such assessment, the Company determined that it was more likely than not that only the carrying value of its non-cannabinoid operating segment exceeded the fair value as of March 31, 2020. Following the results of such assessment, the Company recorded an impairment for the full carrying value of the operating segment’s goodwill carrying value. The Company calculated the fair value of the operating segment using discounted estimated future cash flows. The weighted-average cost of capital used in testing the reporting unit for impairment was 19%, with a perpetual growth rate of 2%. As a result of this interim impairment testing, the Company recognized a $1,682 non-cash goodwill impairment charge related to the non-cannabinoid operating segment in the first quarter of 2020. Following the recognition of this non-cash goodwill impairment charge, the operating segment’s goodwill was nil. |
PROPERTY, PLANT AND EQUIPMENT,
PROPERTY, PLANT AND EQUIPMENT, NET | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT, NET | PROPERTY, PLANT AND EQUIPMENT, NET Property, plant and equipment, net consisted of the following (in thousands): September 30, December 31, Land $ 5,065 $ 5,065 Building & warehouse 8,406 8,464 Laboratory equipment 6,115 5,942 Agricultural equipment 2,227 1,904 Computer equipment 1,563 1,534 Furniture & appliances 740 819 Construction in progress 9,577 4,288 Other 1,027 1,020 Property, plant and equipment, gross 34,720 29,036 Less: accumulated depreciation (5,055) (3,356) Property, plant and equipment, net $ 29,665 $ 25,680 |
DEBT
DEBT | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT September 30, December 31, Convertible Notes due 2024, current portion 12,909 — Loans and borrowings, current portion 120 — Total debt, current portion $ 13,029 $ — Convertible notes due 2024 (a)(b) 7,218 — Convertible notes due 2022 (a) — 27,142 Herbal Brands Loan and other borrowings 5,859 6,701 Total debt, long term $ 13,077 $ 33,843 Ending balance $ 26,106 $ 33,843 (a) Net of debt issuance, which was $719 for the nine months ended September 30, 2021 and $741 for the year ended December 31, 2020. (b) During the three months ended September 30, 2021, the Company wrote off $457 of unamortized debt financing cost related to the repayment of its Convertible Notes due 2022. Series D Convertible Notes due March 2022 In March 2019 and in connection with the Company's Series D fundraising, the Company issued secured convertible notes totaling $27,750, with maturity date of March 30, 2022 (“2022 Convertible Notes”). The 2022 Convertible Notes bore interest of 8.00% per annum, payable quarterly in arrears, and were secured through collateral, guarantee, and pledge agreements signed between the Company, the noteholders, and an appointed paying and collateral agent. Specifically, the 2022 Convertible Notes were guaranteed by the Company’s subsidiaries and secured by 1,300,002 common shares of pledged equity interests in specific subsidiaries. A noteholder could convert the principal amount, in whole or in part, at a minimum of $1,000 into common shares at a conversion price of $11.00 per share. The Company could issue financing securities (common shares) upon the exercise of the conversion options within each convertible notes, in part or in whole, at the option of the holder at any time or at the option of the issuer subsequent to a trigger event (i.e., a qualified IPO at greater than or equal to $13.54 per common share, or a non-qualified IPO with a 10-day trailing volume weighted average price exceeding $13.54 per common share). The Company was contractually restricted from prepaying the obligations prior to the maturity date except in the case of (1) conversion of the whole or part of the principal amount or (2) a change in control which would trigger immediate repayment in full. In its assessment to determine the accounting treatment for the Class C Preferred Shares and 2022 Convertible Notes, the Company reviewed the guidance in ASC 480 — Distinguishing Liabilities from Equity . Based on the analysis the Company deemed that the: 1) Class C Preferred Shares meet the criteria for a freestanding equity classified instrument that are initially measured at fair value and subsequent changes to their fair are not recognized; and 2) 2022 Convertible Notes were debt-like in nature. In its assessment, the Company considered the terms and features within the hybrid instrument, including redemption consideration, the preferred shares’ cumulative dividend, voting rights, contingent and optional conversion feature, as well as the liquidation rights, prior to concluding on the classification. Following the review, no features were segregated, and no derivative instruments or beneficial conversion features were recognized. As a result, upon issuance, the Company had recognized approximately $30,258 of Class C Preferred Shares and approximately $27,750 of Series D convertible debt on its statement of financial position. In March 2020, the Company amended certain terms of its 2022 Convertible Notes. As a result of this amendment the Company amended the 2022 Convertible Notes to provide for an increase in the rate of interest payable on the principal amount to 10% and to provide that such interest could be payable in-kind at maturity. In addition, the Company amended the restrictive covenants to allow for the creation, incurrence or assumption of certain additional debt, as well as to extend the date on which the Company was required to deliver its audited year-end financial statements. The amendments were accounted for as debt modification. In connection with the Business Combination (Note 7) and effective on the Closing Date, Clever Leaves and the holders of the 2022 Convertible Notes agreed to amend the terms of the 2022 Convertible Notes as follows: (i) decrease the interest rate to 8%, commencing January 1, 2021, and provide that such interest is to be paid in cash, quarterly in arrears; (ii) provide for the payment of all accrued and outstanding interest from January 1, 2020 to December 31, 2020 to be made in the form of PIK Notes; to consent to the transfer of the PIK Notes to SAMA in exchange for the PIPE Shares to be issued as part of the SAMA PIPE pursuant to the terms of the Subscription Agreements; (iii) at the option of Clever Leaves, satisfy the payment of quarterly interest by issuing the Company's common shares to the noteholders, at a price per share equal to 95% of the 10-day volume weighted average trading price of the Company's common shares ending three of the Business Combination on the Merge Effective Time), convert an amount of principal and/or accrued interest owing under the 2022 Convertible Notes into subscriptions to purchase up to the noteholder’s pro rata share of 25% of the total securities issued under such Equity Financing on the same terms and conditions as such Equity Financing is offered to subscribers; provided, however, that if the noteholder did not elect to participate in such Equity Financing through the conversion of amounts owing under the 2022 Convertible Notes, then Clever Leaves was required to repay, in cash within five In connection with the November 2020 Amendments, the Required Holders (as that term is defined in the amended and restated intercreditor and collateral agency agreement, dated as of May 10, 2019, in respect of the 2022 Convertible Notes) agreed to waive Clever Leaves’ required compliance with certain restrictive covenants set forth in the 2022 Convertible Notes solely for the purposes of allowing Clever Leaves, Holdco and their affiliates to complete the Business Combination, and agreed to direct GLAS Americas LLC, as collateral agent in respect of the 2022 Convertible Notes, to further provide its consent therefor. In accordance with the terms of the 2022 Convertible Notes and in connection with the November 2020 Amendments, Holdco, 1255096 B.C. Ltd. and SAMA (as the surviving corporation of the Merger) each entered into a guarantee agreement in favor of the collateral agent in respect of the 2022 Convertible Notes (the “Guarantees”) and became guarantors thereunder. Further, the terms of the amended and restated pledge agreement, dated as of May 10, 2019, made by Clever Leaves in favor of the collateral agent was amended such that Holdco and certain of its subsidiaries, as the case may be, in connection with the Business Combination, pledged all of the shares in the capital of each of Clever Leaves, 1255096 B.C. Ltd., SAMA (as the surviving corporation of the Merger), Northern Swan International, Inc. and NS US Holdings, Inc. to the collateral agent. On July 19, 2021, the Company fully repaid its 2022 Convertible Notes with accrued interest and cancelled the associated warrants. Under the Payout and Release Agreement, the Company paid an amount equal to the sum of 90% of the aggregate outstanding principal on the 2022 Convertible Notes, including accrued interest and certain legal fees. The Company recorded a gain on extinguishment of debt, net of unamortized debt financing costs, for the amount of $2,267, in connection with the settlement of the 2022 Convertible Notes, during the three months ended September 30, 2021. Herbal Brands Loan due May 2023 In April 2019 and in connection with the Herbal Brands acquisition, the Company entered into a loan agreement with Rock Cliff Capital under which the Company secured a non-revolving loan of $8,500 (the "Herbal Brands Loan"). The Herbal Brands Loan bears interest at 8.00% per annum, calculated based on the actual number of days elapsed, due and payable in arrears on the first day of each fiscal quarter commencing July 1, 2019. The Herbal Brands Loan is to be repaid or prepaid prior to its maturity date May 2, 2023 and requires the Company to repay, on a quarterly basis, 85% of positive operating cash flows. The Company can also choose to prepay a portion of or the full balance of the loan, subject to a fee equal to the greater of (i) zero, and (ii) $2,338, net of interest payments already paid on such prepayment date. This loan is secured by inventory, property plant and equipment and other assets as collateral. In connection with the Herbal Brands Loan, the Company issued equity-classified warrants for Class C preferred shares to Rock Cliff Capital (the "Rock Cliff Warrants") with an initial fair value of $717, which was reflected in additional paid-in capital, with an initial expiration date of May 3, 2021. Refer to Note 12 for further details regarding the Rock Cliff Warrants. The Herbal Brands Loan and Rock Cliff Warrants were deemed freestanding financial instruments with the loan accounted for as debt, subsequently measured using amortized cost, and the Rock Cliff Warrants, representing a written call option, accounted for as an equity-classified contract with subsequent changes in fair value not recognized as long as warrants continue to be classified as equity. Using a relative fair value method, at the time of issuance, the Company recognized approximately $7,783 as loans and borrowings and approximately $717 in additional paid-in capital for the equity classified warrant. In August 2020, the Company amended certain terms of the Herbal Brands Loan to provide for additional interest of 4.00% per annum, compounding quarterly and payable in-kind at maturity. In addition, the Company extended the expiration date of the Rock Cliff Warrants to May 3, 2023. As part of the amendment, the net debt to EBITDA covenant test is no longer required due to the occurrence of a Qualified IPO on December 18, 2020. The Company accounted for the amendment to the Herbal Brands Loan as a debt modification. Due to the extension of the warrants expiration, the Company reviewed the fair value of the options before and after the amendment, as a result the Company recognized approximately $400 of additional debt issuance costs related to the increase in the fair value of the warrants in its statement of financial position. Such costs will be amortized on a straight-line basis through the amended expiration date of the Rock Cliff Warrants. Following the closing of the Business Combination and pursuant to the terms, the holder of the Rock Cliff Warrants can purchase 63,597 of the Company's common shares at a strike price of $26.73 per share. For the nine months ended September 30, 2021 and 2020, the Company recognized interest expense of approximately $564 and $490, respectively, and repaid principal of approximately $1,376 and $459, respectively, of the Herbal Brands Loan in accordance with the terms of the loan agreement. For the three months ended September 30, 2021 and 2020, the Company recognized interest expense of approximately $174 and $177, respectively, and repaid principal of approximately $269 and nil, respectively, of the Herbal Brands Loan in accordance with the terms of the loan agreement. 2024 Notes Purchase Agreement On July 19, 2021, the Company entered into a Note Purchase Agreement with Catalina LP (“the "Note Purchase Agreement") and issued a secured convertible note (the "Convertible Note") to Catalina LP (“SunStream”), an affiliate of SunStream Bancorp Inc., a joint venture initiative sponsored by Sundial Growers Inc. (Nasdaq: SNDL), pursuant to the Note Purchase Agreement in the principal amount of $25,000. The Convertible Note matures three years from the date of issuance and accrues interest from the date of issuance at the rate of 5% per annum. Interest on the Convertible Note is payable on a quarterly basis, either in cash or by increasing the principal amount of the Convertible Note, at the Company's election. The Company may, in its sole discretion, prepay any portion of the outstanding principal and accrued and unpaid interest on the Convertible Note at any time prior to the maturity date. The principal and accrued interest owing under the Convertible Note may be converted at any time by the holder into the Company's common shares, without par value (the "common shares"), at a per share price of $13.50. Up to $12,500 in aggregate principal under the Convertible Note may be so converted within one year of issuance, subject to certain additional limitations. Subject to certain limitations set forth in the Convertible Note, each of the Company and the noteholder may redeem all or a portion of the outstanding principal and accrued interest owing under the Convertible Note into common shares, at a per share price equal to the greater of (x) an 8% discount to the closing price per share on the applicable redemption date or (y) $6.44 (the “Optional Redemption Rate”). Up to $12,500 in aggregate principal under the Convertible Note may be so redeemed within one year of issuance, subject to certain additional limitations. If the closing price per share of the Company’s common shares on the Nasdaq Capital Market is below $7.00 for 15 consecutive trading days, neither party will be permitted to redeem any portion of the Convertible Note until the closing price per common share has been above $7.00 for 15 consecutive trading days. At any time, including during the time while the holder is restricted from redeeming all or any portion of the Notes, the holder of the Convertible Note may elect to receive cash repayment of principal and accrued interest on the Convertible Note, in an amount not to exceed $3,500 in any 30 consecutive calendar day period, which amount shall be reduced to $2,000 when the principal on the Convertible Note is less than $12,500. The holder of the Convertible Note will not be entitled to convert any portion of the Convertible Note if, after such conversion, such holder would have beneficial ownership of, and direct or indirect control or direction over, more than 9.99% of the Company’s outstanding common shares. The Convertible Note is subject to certain events of default. The occurrence of these events of default would give rise to a five percent (5%) increase in the interest rate to a total of ten percent (10%) per annum for as long as the event of default continues and give the holder of the Convertible Note the right to redeem the outstanding principal and accrued interest on the Convertible Note at the Optional Redemption Rate. Certain events of default also require the Company to repay all outstanding principal and accrued interest on the Convertible Note. In addition, in certain circumstances, if the Company fails to timely deliver common shares as required upon conversion or redemption of the Convertible Note, then the Company will be required to pay, on each day that such failure to deliver common shares continues, an amount in cash equal to 0.75% of the product of (x) the number of common shares the Company failed to deliver multiplied by (y) any closing trading price of the common shares on any day during the period when such shares were required to be delivered. The obligations of the Company under the Note Purchase Agreement are guaranteed by certain of the Company's subsidiaries. During the three months ended September 30, 2021, the Company issued a total of 538,403 common shares upon debt conversion to the noteholder of $4,361 aggregate principal amount. As of September 30, 2021, the outstanding principal balance, including interest, of the Convertible Note payable was $20,846. Other Borrowings Portugal line of credit In January 2021, Clever Leaves Portugal Unipessoal LDA borrowed EUR 1.00 million (the "Portugal Line of Credit"), from a local lender (the "Portugal Lender") under the terms of its credit line agreement. The Portugal Line of Credit pays interest quarterly at a rate of Euribor plus 3.0 percentage points. Principal will be repaid through quarterly installments of approximately EUR 62.5 beginning February 28, 2022. As of September 30, 2021, the full amount borrowed was outstanding under the Portugal Line of Credit. |
CAPITAL STOCK
CAPITAL STOCK | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
CAPITAL STOCK | CAPITAL STOCK Common Shares As of September 30, 2021, the Company's amended and restated articles provided for an unlimited number of voting common shares without par value and an unlimited number of non-voting common shares without par value. Convertible Note due July 2024 In connection with the convertible note purchase agreement, the Company issued a total of 538,403 shares of common stock upon debt conversion to the noteholder. Refer to Note 11 for more information Preferred Shares As of September 30, 2021, the Company's amended and restated certificate of incorporation provided for an unlimited number of preferred shares without par value. As of September 30, 2021, the Company had no preferred shares issued and outstanding. Business Combination In connection with the Business Combination, the consolidated statement of shareholders' equity has been retroactively restated to reflect the number of shares received in the Business Combination. The consolidated statement of shareholders' equity as of December 31, 2020 reflects the following transactions consummated in connection with the Business Combination in regards to outstanding instruments of Clever Leaves: (i) the conversion of the Series E Convertible Debentures to 984,567 of the Company's common shares, (ii) the conversion of the redeemable non-controlling interest of Eagle Canada, a former subsidiary of the Company, to 1,562,339 of the Company's common shares, adjusted to reflect the secondary sale of 287,564 of the Company's common shares, (iii) the automatic conversion, on a one-for-one basis, of Clever Leaves' Class C convertible preferred shares to 1,456,439 of the Company's common shares triggered by the consummation of the Business Combination, (iv) the automatic conversion, at the liquidation preference of 1.4x and conversion price per share of $3.288, of Class D Preferred Shares to 3,571,591 of the Company's common shares triggered by the consummation of the Business Combination (a Class D Liquidation Event), (v) the exercise of the warrants held by Neem Holdings, LLC for 300,000 of the Company's common shares, and (vi) the recapitalization of 1,168,421 shares and 8,486,300 shares of outstanding SAMA founders stock and SAMA common stock, respectively, to 9,654,721 of the Company's common shares. In addition, SAMA founders received 1,140,423 common shares in exchange for their SAMA common stock as earn-out shares. Under the terms these shares would be released from escrow as follows: (i) shares constituting 50% of the common shares reserve will be released to the Sponsor if the closing price of the Company's common shares on Nasdaq equals or exceeds $12.50 per share (as adjusted for shares splits, reverse splits, stock dividends, reorganizations, recapitalizations) for any 20 trading days within any consecutive 30 trading day period on or before the second anniversary of the Closing, and (ii) shares constituting the remaining 50% of the common shares reserve will be released to the Sponsor if the closing price of the Company's common shares on Nasdaq equals or exceeds $15.00 per share (as adjusted for stock splits, reverse splits, stock dividends, reorganizations, recapitalizations) for any 20 trading days within any consecutive 30 trading day period on or before the fourth anniversary of the Closing. As of December 31, 2020, the shares were legally outstanding, however since none of the performance condition were met, no shares were included in the Company's statement of shareholders equity. The condition for the first 50% of the shares reserve was met in the three months ended March 31, 2021, and therefore 570,212 shares are included in the Company's statement of shareholders equity. Since then, the performance condition for the remaining 50% of the common shares reserves was not met, therefore no additional shares were released from escrow. Warrants As of September 30, 2021, excluding the Rock Cliff warrants, the Company had outstanding 12,877,361 of its public warrants classified as a component of equity and 4,900,000 of its private warrants recognized as liability. Each warrant entitles the holder to purchase one common share at an exercise price of $11.50 per share commencing 30 days after the closing of the Business Combination and will expire on December 18, 2025, at 5:00 p.m., New York City time, or earlier upon redemption. Once the warrants are exercisable, the Company may redeem the outstanding public warrants at a price of $0.01 per warrant if the last reported sales price of the Company’s common shares equals or exceeds $18.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading day period ending on the third trading day prior to the date on which the Company will send the notice of redemption to the warrant holders. The private warrants were issued in the same form as the public warrants, but they (i) are not redeemable by the Company and (ii) may be exercised for cash or on a cashless basis at the holder’s option, in either case as long as they are held by the initial purchasers or their permitted transferees (as defined in the warrant agreement). Once a private warrant is transferred to a holder other than an affiliate or permitted transferee, it is treated as a public warrant for all purposes. The terms of the warrants may be amended in a manner that may be adverse to holders with the approval of the holders of at least a majority 50.1% of the then outstanding warrants. During the nine months ended, September 30, 2021, the Company received total proceeds of $1,410 from the exercise of 122,639 of its public warrants by their holders. The private warrants are recorded as liabilities, with the offset to additional paid-in capital, and 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, 2021, the Company performed a valuation of the private warrants and as a result recorded a net gain on remeasurement for the nine months ended September 30, 2021, of approximately $5,390 in its statement of operations. Series D Convertible Notes due March 2022 In connection with the issuance of the 2022 Convertible Notes, Clever Leaves issued 9,509 warrants to acquire Clever Leaves common shares to one of the note holders. The warrants vest when the 2022 Convertible Notes issued to the warrant holder is converted into shares and expire on March 30, 2023. The warrants were cancelled in July 2021 upon repayment of the 2022 Convertible Notes. Refer to Not e 11 for more information. Herbal Brands Acquisition In April 2019, the Company issued the Rock Cliff Warrants to purchase 193,402 Clever Leaves Class C convertible preferred shares on a 1:1 basis, at a strike price of $8.79 per share. The fair value of the Rock Cliff Warrants was $717. The warrants can be exercised in part or in whole at any time prior to the expiration date of May 3, 2021, and are not assignable, transferable, or negotiable. |
GENERAL AND ADMINISTRATION
GENERAL AND ADMINISTRATION | 9 Months Ended |
Sep. 30, 2021 | |
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, 2021 2020 2021 2020 Salaries and benefits $ 3,838 $ 2,314 $ 10,824 $ 11,140 Office and administration 1,356 276 3,822 1,555 Professional fees 858 2,075 4,665 5,050 Share based compensation 3,264 489 8,137 1,202 Rent 337 556 994 1,326 Other 1,417 32 1,976 853 Total $ 11,070 $ 5,742 $ 30,418 $ 21,126 |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 9 Months Ended |
Sep. 30, 2021 | |
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 2020 Form 10-K. Share-Based Compensation Expense The following table summarizes the Company's share-based compensation expense for each of its awards, included in the Consolidated Statement of Operations for the three and nine months ended September 30, 2021. Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Share-based compensation award type: Stock Options 283 354 1,004 1,067 RSUs 2,981 135 7,133 135 Total Shared Based Compensation Expense 3,264 489 8,137 1,202 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 stock incentive plans for the nine months ended September 30, 2021: Stock Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Balance as of December 31, 2020 896,888 $ 5.22 3.96 $ 2,889 Granted 64,736 $ 13.81 9.48 — Exercised (40,942) $ 0.24 — $ 434 Forfeited (40,736) $ 10.75 — — Expired (87,300) $ 9.40 — — Balance as of September 30, 2021 792,646 $ 5.96 3.91 $ 1,430 Vested and expected to vest as of September 30, 2021 781,365 $ 5.89 3.92 $ 1,460 Vested and exercisable as of September 30, 2021 435,013 $ 6.24 3.60 $ 743 The aggregate intrinsic value of stock options is calculated as the difference between the exercise price of the stock options and the fair value of the Company’s common shares for all stock options that had exercise prices lower than the fair value of the Company’s common shares. The weighted-average grant-date fair value per share of share-based awards granted during the nine months ended September 30, 2021 was $9.97. 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, 2021: Restricted Share Units Weighted-Average Grant Date Fair Value Non-vested as of December 31, 2020 78,634 $ 3.25 Granted 592,213 12.61 Vested (12,824) 9.96 Canceled/forfeited (14,862) 7.50 Non-vested as of September 30, 2021 643,161 $ 11.64 Market-based Restricted Share Units During the nine months ended September 30, 2021, the Company granted RSUs with both a market condition and a service condition (market-based RSUs) to the Company’s employees. The market-based condition for these awards requires that the Company’s common shares maintain a closing price equal to or greater than $12.50 or $15.00 per share for any 20 trading days within any consecutive 30 trading day period on or before December 18, 2022 or December 18, 2024, respectively. 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 RSUs with the closing-price condition of $12.50 or more was met in the three months ended March 31, 2021. The following table presents the weighted-average assumptions used in the Monte Carlo simulation model to determine the fair value of the market-based restricted share units granted in the nine months ended September 30, 2021: Weighted Average Assumptions Grant date share price $ 13.68 Risk-free interest rate 0.5 % Expected dividend yield 0.0 % Expected volatility 90 % Expected life (in years) 2.4 - 3.5 The following table summarizes the changes in the Company’s market-based restricted share unit activity during the nine months ended September 30, 2021: Restricted Share Units Weighted-Average Grant Date Fair Value Non-vested as of December 31, 2020 — $ — Granted 1,256,785 13.06 Vested — — Canceled/forfeited (53,275) 13.65 Non-vested as of September 30, 2021 1,203,510 $ 13.03 No market-based RSUs vested during the nine months ended September 30, 2021. |
REVENUE
REVENUE | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE | REVENUE The Company’s policy is to recognize revenue at an amount that reflects the consideration that the Company expects that it will be entitled to receive in exchange for transferring goods or services to its customers. The Company’s policy is to record revenue when control of the goods transfers to the customer. The Company evaluates the transfer of control through evidence of the customer’s receipt and acceptance, transfer of title, the Company’s right to payment for those products and the customer’s ability to direct the use of those products upon receipt. Typically, the Company’s performance obligations are satisfied at a point in time, and revenue is recognized, either upon shipment or delivery of goods. In instances where control transfers upon customer acceptance, the Company estimates the time period it takes for the customer to take possession and the Company recognizes revenue based on such estimates. The transaction price is typically based on the amount billed to the customer and includes estimated variable consideration where applicable. Disaggregation of Revenue See Note 16 Segment Reporting for disaggregation of revenue data. Contract Balances The timing of revenue recognition, billing and cash collections results in billed accounts receivable, deferred revenue primarily attributable to advanced customer payment, on the Consolidated Statements of Financial Position. Accounts receivables are recognized in the period in which the Company's right to the consideration is unconditional. The Company's contract liabilities consist of advance payment from a customer, which is classified on the Consolidated Statements of Financial Position as current and non-current deferred revenue. As of September 30, 2021, the Company's deferred revenue, included in current liabilities and non-current was $653 and $1,348, respectively. |
SEGMENT REPORTING
SEGMENT REPORTING | 9 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
SEGMENT REPORTING | SEGMENT REPORTING Operating segments include components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker (the Company’s Chief Executive Officer, “CEO”) in deciding how to allocate resources and in assessing the Company’s performance. Operating segments for the Company are organized by product type and managed by segment managers who are responsible for the operating and financial results of each segment. Due to the similarities in the manufacturing and distribution processes for the Company’s products, much of the information provided in these consolidated financial statements and the footnotes to the consolidated financial statements, is similar to, or the same as, that information reviewed on a regular basis by the Company’s CEO. The Company’s management evaluates segment profit/loss for each of the Company’s operating segments. The Company defines segment profit/loss as income from continuing operations before interest, taxes, depreciation, amortization, share-based compensation expense, gains/losses on foreign currency fluctuations, gains/losses on the early extinguishment of debt and miscellaneous expenses. Segment profit/loss also excludes the impact of certain items that are not directly attributable to the reportable segments’ underlying operating performance. Such items are shown below in the table reconciling segment profit to consolidated income from continuing operations before income taxes. The Company does not have any material inter-segment sales. Information about total assets by segment is not disclosed because such information is not reported to or used by the Company’s CEO. Segment goodwill and other intangible assets, net, are disclosed in Note 9 and Note 8, respectively. As of September 30, 2021, the Company’s operations were organized in the following two reportable segments: 1. The Cannabinoid operating segment: comprised of the Company’s cultivation, extraction, manufacturing and commercialization of cannabinoid products. This operating segment is in the early stages of commercializing cannabinoid products internationally pursuant to applicable international and domestic legislation, regulations, and other permits. The Company’s principal customers and sales for its products will initially be outside of the U.S. 2. Non-Cannabinoid 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 homeopathic and other natural remedies, wellness products, detoxification products, nutraceuticals, and nutritional and dietary supplements. The Company’s principal customers for its Herbal Brands products include mass retailers, specialty and health retailer and distributors in the U.S. The following table is a comparative summary of the Company’s net sales and segment profit by reportable segment for the periods presented: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Segment Net Sales: Cannabinoid $ 901 $ 1,136 $ 2,157 $ 1,531 Non-Cannabinoid 3,130 2,781 9,023 7,239 Total net sales 4,031 3,917 11,180 8,770 Segment Profit (Loss): Cannabinoid (4,391) (4,529) (10,859) (14,384) Non-Cannabinoid 551 933 1,797 1,346 Total segment loss $ (3,840) $ (3,596) $ (9,062) $ (13,038) Reconciliation: Total segment loss (3,840) (3,596) (9,062) (13,038) Unallocated corporate expenses (2,243) (92) (8,416) (4,037) Non-cash share-based compensation (3,264) (489) (8,137) (1,202) Depreciation and amortization (337) (534) (1,440) (1,251) Goodwill impairment — — — (1,682) Loss from operations $ (9,684) $ (4,711) $ (27,055) $ (21,210) Gain on debt extinguishment, net (3,375) — — (3,375) — Loss on fair value of derivative instrument — 57 — — 57 Gain on remeasurement of warrant liability (9,065) — — (5,390) — Loss on investments — 58 — — 318 Foreign exchange loss 298 96 — 1,137 455 Interest expense 485 1,204 — 2,383 2,993 Other expense, net 964 (20) — (123) 28 Gain (loss) before loss from equity investment $ 1,009 $ (6,106) $ (21,687) $ (25,061) During 2021 and 2020, the Company's net sales for the non-cannabinoid segment were in the U.S.; cannabinoid net sales were mostly outside of the U.S., primarily in Colombia, Israel, Brazil and Australia. September 30, December 31, Long-lived assets Cannabinoid $ 29,513 $ 25,485 Non-Cannabinoid 136 176 Other (a) 16 19 $ 29,665 $ 25,680 (a) “Other” includes long-lived assets primarily in the Company’s corporate offices. Long-lived assets consist of non-current assets other than goodwill; intangible assets, net; deferred tax assets; investments in unconsolidated subsidiaries and equity securities; and financial instruments. The Company’s largest markets in terms of long-lived assets are Colombia and Portugal. The following table disaggregates the Company’s revenue by channel for the periods presented: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Mass retail $ 1,958 $ 2,602 $ 5,567 $ 4,635 Specialty, health and other retail 277 97 852 1,007 Distributors 1,650 1,130 4,330 2,705 E-commerce 146 88 431 423 $ 4,031 $ 3,917 $ 11,180 $ 8,770 |
NET INCOME (LOSS) PER SHARE
NET INCOME (LOSS) PER SHARE | 9 Months Ended |
Sep. 30, 2021 | |
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 income (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, September 30, 2021 September 30, 2020 September 30, 2021 September 30, 2020 Numerator: Net income (loss) $ 995 $ (6,108) $ (21,726) $ (25,047) Adjustments to reconcile to net loss available to common stockholders: Net loss attributable to non-controlling interests — (1,014) — (2,662) Net income (loss) attributable to Clever Leaves Holdings Inc. common shareholders — basic and diluted $ 995 $ (5,094) $ (21,726) $ (22,385) Denominator: Weighted-average common shares outstanding - basic and diluted 25,755,972 10,638,052 25,466,404 8,456,977 Net income (loss) per share attributable to Clever Leaves Holdings Inc. common shareholders - basic and diluted $ 0.04 $ (0.48) $ (0.85) $ (2.65) 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 income (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, 2021 and 2020, from the computation of diluted net loss per share attributable to common shareholders because including them would have had an anti-dilutive effect: September 30, 2021 September 30, 2020 Common stock warrants 17,840,951 — SAMA earnout shares 570,211 — Stock options 792,646 1,083,498 Unvested restricted share units 1,846,670 — Total 21,050,478 1,083,498 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS 2024 Convertible Note - Redemption Subsequent to September 30, 2021, in connection with the 2024 Notes Purchase Agreement, the Company issued a total of 181,682 common shares upon debt conversion to the noteholders, with a value of $1,199. As of November 9, 2021, the outstanding principal balance of the Convertible Notes payable was $19,647. |
BASIS OF PRESENTATION (Policies
BASIS OF PRESENTATION (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Principles of Consolidation | The accompanying condensed consolidated financial statements include the accounts of the Company and its consolidated subsidiaries. |
Recently Adopted Accounting Pronouncements and Recently Issued Accounting Pronouncements Not Yet Adopted | Recently Adopted Accounting Pronouncements In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740) - Simplifying the Accounting for Income Taxe s (“ASU No. 2019-12"), which is intended to simplify various aspects related to accounting for income taxes. ASU No. 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. ASU No. 2019-12 is effective for the Company beginning January 1, 2021. The ASU has no material impact to its consolidated financial statements. In January 2020, the FASB issued ASU No. 2020-01, Investments — Equity Securities (Topic 321), Investments — Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) (“ASU No. 2020-01”), which is intended to clarify the interaction of the accounting for equity securities under Topic 321 and investments accounted for under the equity method of accounting in Topic 323 and the accounting for certain forward contracts and purchased options accounted for under Topic 815. ASU No. 2020-01 is effective for the Company beginning January 1, 2021. The adoption of ASU did not have a material impact to the Company's consolidated financial statements. In October 2020, the FASB issued this ASU No. 2020-09, Debt - (Topic 470) ("ASU No. 2020-09"), which clarifies, streamlines, and in some cases eliminates, the disclosures a registrant must provide in lieu of the subsidiary’s audited financial statements. The rules require certain enhanced narrative disclosures, including the terms and conditions of the guarantees and how the legal obligations of the issuer and guarantor, as well as other factors, may affect payments to holders of the debt securities. The amendments in ASU No. 2020-09 are effective January 4, 2021, and earlier compliance is permitted. The adoption of ASU did not have a material impact to the Company's consolidated financial statements. Recently Issued Accounting Pronouncements Not Yet Adopte d In May 2021, the FASB issued ASU No. 2021-04 , Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options ("ASU No. 2021-04"), which provides a principles-based framework to determine whether an issuer should recognize the modification or exchange as an adjustment to equity or an expense. ASU No. 2021-04 requires issuers to account for modifications or exchanges of freestanding equity-classified written call options (e.g., warrants) that remain equity classified after the modification or exchange based on the economic substance of the modification or exchange. The amendments in ASU No. 2021-04 are effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted for all entities, including adoption in an interim period. The Company is currently evaluating the effect of adopting ASU No. 2021-04. In February 2016, the FASB issued ASU 2016-02, “Leases”, which was further clarified by ASU 2018-10, “Codification Improvements to Topic 842, Leases”, and ASU 2018-11, “Leases—Targeted Improvements”, both issued in July 2018. ASU 2016-02 affects all entities that lease assets and will require lessees to recognize a lease liability and a right-of-use asset for all leases (except for short-term leases that have a duration of less than one year) as of the date on which the lessor makes the underlying asset available to the lessee. The effective date of this ASU has now been delayed for two years by the issuance of ASU 2020-05 and the Company will be adopting this standard on January 1, 2022. While the Company expects the adoption of these standards will not result in a material increase to the reported assets and liabilities, the Company has not yet determined the full impact that the adoption of this standard will have on its condensed consolidated financial statements. |
Revenues | The Company’s policy is to recognize revenue at an amount that reflects the consideration that the Company expects that it will be entitled to receive in exchange for transferring goods or services to its customers. The Company’s policy is to record revenue when control of the goods transfers to the customer. The Company evaluates the transfer of control through evidence of the customer’s receipt and acceptance, transfer of title, the Company’s right to payment for those products and the customer’s ability to direct the use of those products upon receipt. Typically, the Company’s performance obligations are satisfied at a point in time, and revenue is recognized, either upon shipment or delivery of goods. In instances where control transfers upon customer acceptance, the Company estimates the time period it takes for the customer to take possession and the Company recognizes revenue based on such estimates. The transaction price is typically based on the amount billed to the customer and includes estimated variable consideration where applicable.The timing of revenue recognition, billing and cash collections results in billed accounts receivable, deferred revenue primarily attributable to advanced customer payment, on the Consolidated Statements of Financial Position. Accounts receivables are recognized in the period in which the Company's right to the consideration is unconditional. The Company's contract liabilities consist of advance payment from a customer, which is classified on the Consolidated Statements of Financial Position as current and non-current deferred revenue |
BASIS OF PRESENTATION (Tables)
BASIS OF PRESENTATION (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Consolidated Entity | The following table provides a summary of the Company’s subsidiaries and respective ownership percentage as of December 31, 2020 and September 30, 2021: Subsidiaries Jurisdiction of incorporation Ownership Clever Leaves US, Inc. Delaware, United States 100% NS US Holdings, Inc. Delaware, United States 100% Herbal Brands, Inc. Delaware, United States 100% 1255096 B.C. Ltd. ("Newco") British Columbia, Canada 100% Northern Swan International, Inc. (“NSI”) British Columbia, Canada 100% Northern Swan Management, Inc. British Columbia, Canada 100% Northern Swan Deutschland Holdings, Inc. British Columbia, Canada 100% Northern Swan Portugal Holdings, Inc. British Columbia, Canada 100% Clever Leaves Portugal Unipessoal LDA Portugal 100% Clever Leaves II Portugal Cultivation SA Portugal 100% Northern Swan Europe, Inc. British Columbia, Canada 100% Nordschwan Holdings, Inc. British Columbia, Canada 100% Clever Leaves Germany GmbH Frankfurt, Germany 100% NS Herbal Brands International, Inc. British Columbia, Canada 100% Herbal Brands, Ltd. London, United Kingdom 100% Clever Leaves International, Inc. British Columbia, Canada 100% Eagle Canada Holdings, Inc. (“Eagle Canada”) British Columbia, Canada 100% Ecomedics S.A.S. (“Ecomedics”) Bogota, Colombia 100% Clever Leaves UK Limited London, United Kingdom 100% |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following table provides the fair value measurement hierarchy of the Company’s assets and liabilities, except for those assets and liabilities that are short term in nature and approximate the fair values, as of the periods presented: Level 1 Level 2 Level 3 Total As of September 30, 2021 Assets: Investment – Cansativa — 1,514 1,514 Total Assets $ — $ — $ 1,514 $ 1,514 Liabilities: Loans and borrowings — 5,979 — 5,979 Warrant liability — — 13,671 13,671 Convertible notes — 20,127 — 20,127 Total Liabilities $ — $ 26,106 $ 13,671 $ 39,777 As of December 31, 2020 Assets: Investment – Cansativa — — 1,553 1,553 Total Assets $ — $ — $ 1,553 $ 1,553 Liabilities: Loans and borrowings — 6,701 — 6,701 Warrant liability — — 19,061 19,061 Convertible notes — 27,142 — 27,142 Total Liabilities $ — $ 33,843 $ 19,061 $ 52,904 |
Schedule of Changes in the Fair Value of Warrant Liabilities | The change in fair value of warrant liabilities related to private warrants during the nine months ended September 30, 2021, is as follows: Private Placement Warrants: Total Warrant Liability Warrant liability at December 31, 2020 $ 19,061 Change in fair value of warrant liability 4,851 Warrant liabilities at March 31, 2021 $ 23,912 Change in fair value of warrant liabilities (1,176) Warrant liabilities at June 30, 2021 $ 22,736 Change in fair value of warrant liabilities $ (9,065) Warrant liabilities at September 30, 2021 $ 13,671 |
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, 2021 and December 31, 2020: As of September 30, December 31, Risk-free interest rate 0.80% 0.43% Expected volatility 60% 60% Share Price $7.76 $8.90 Exercise Price $11.50 $11.50 Expiration date December 18, 2025 December 18, 2025 • The risk-free interest rate assumptions are based on U.S. dollar zero curve derived from swap rates at the valuation date, with a term to maturity matching the remaining term of warrants. • The expected volatility assumptions are based on average of historical volatility based on comparable industry volatilities of public warrants. The following table presents the weighted-average assumptions used in the Monte Carlo simulation model to determine the fair value of the market-based restricted share units granted in the nine months ended September 30, 2021: Weighted Average Assumptions Grant date share price $ 13.68 Risk-free interest rate 0.5 % Expected dividend yield 0.0 % Expected volatility 90 % Expected life (in years) 2.4 - 3.5 |
INVENTORY (Tables)
INVENTORY (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories are comprised of the following items as of the periods presented: September 30, December 31, Raw materials $ 1,008 $ 1,148 Work in progress – cultivated cannabis 1,186 1,482 Work in progress – harvested cannabis and extracts 2,723 274 Finished goods – cannabis extracts 8,943 7,003 Finished goods – other 202 283 Total $ 14,062 $ 10,190 |
BUSINESS COMBINATIONS (Tables)
BUSINESS COMBINATIONS (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Business Combinations [Abstract] | |
Schedule Of Reconciliation Of Elements Of Business Combination | The following table reconciles the elements of the Business Combination to the consolidated statement of cash flows and the consolidated statement of shareholders’ equity for the year ended December 31, 2020: Recapitalization Cash - SAMA trust and cash, net of redemptions $ 86,644 Cash - SAMA PIPE 6,000 Non-cash PIK (2,881) Cash assumed from SAMA 698 Cash consideration to certain Clever Leaves shareholders (3,057) Less: transaction costs and advisory fees (13,895) Net Business Combination $ 73,509 Non-cash PIK 2,881 Deferred issuance costs 1,503 Warranty liability (29,841) Net liabilities assumed from SAMA (258) Net contributions from Business Combination $ 47,794 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Indefinite-Lived Intangible Assets | The following tables present details of the Company’s total intangible assets as of September 30, 2021 and December 31, 2020. The value of product formulation intangible asset is included in the value of Brand: September 30, 2021 Gross Accumulated Net Weighted- Finite-lived intangible assets: Customer contracts $ 925 $ 925 $ — 0.0 Customer relationships 1,000 441 559 3.6 Customer list 650 314 336 2.6 Brand 4,516 1,104 3,412 7.6 Total finite-lived intangible assets $ 7,091 $ 2,784 $ 4,307 Indefinite-lived intangible assets: Licenses $ 19,000 N/A $ 19,000 Total indefinite-lived intangible assets $ 19,000 N/A $ 19,000 Total intangible assets $ 26,091 $ 2,784 $ 23,307 December 31, 2020 Gross Accumulated Net Weighted- Finite-lived intangible assets: Customer contracts $ 925 $ 525 $ 400 0.5 Customer relationships 1,000 304 696 4.4 Customer list 650 217 433 3.3 Brand 4,516 766 3,750 8.3 Total finite-lived intangible assets $ 7,091 $ 1,812 $ 5,279 Indefinite-lived intangible assets: Licenses $ 19,000 N/A $ 19,000 Total indefinite-lived intangible assets $ 19,000 N/A $ 19,000 Total intangible assets $ 26,091 $ 1,812 $ 24,279 |
Schedule of Finite-Lived Intangible Assets | The following tables present details of the Company’s total intangible assets as of September 30, 2021 and December 31, 2020. The value of product formulation intangible asset is included in the value of Brand: September 30, 2021 Gross Accumulated Net Weighted- Finite-lived intangible assets: Customer contracts $ 925 $ 925 $ — 0.0 Customer relationships 1,000 441 559 3.6 Customer list 650 314 336 2.6 Brand 4,516 1,104 3,412 7.6 Total finite-lived intangible assets $ 7,091 $ 2,784 $ 4,307 Indefinite-lived intangible assets: Licenses $ 19,000 N/A $ 19,000 Total indefinite-lived intangible assets $ 19,000 N/A $ 19,000 Total intangible assets $ 26,091 $ 2,784 $ 23,307 December 31, 2020 Gross Accumulated Net Weighted- Finite-lived intangible assets: Customer contracts $ 925 $ 525 $ 400 0.5 Customer relationships 1,000 304 696 4.4 Customer list 650 217 433 3.3 Brand 4,516 766 3,750 8.3 Total finite-lived intangible assets $ 7,091 $ 1,812 $ 5,279 Indefinite-lived intangible assets: Licenses $ 19,000 N/A $ 19,000 Total indefinite-lived intangible assets $ 19,000 N/A $ 19,000 Total intangible assets $ 26,091 $ 1,812 $ 24,279 |
Schedule of Finite-lived Intangible Assets Amortization Expense | The following table reflects the estimated future amortization expense for each period presented for the Company’s finite-lived intangible assets as of September 30, 2021: Estimated 2021 191 2022 $ 795 2023 715 2024 542 2025 572 Thereafter 1,492 Total $ 4,307 |
GOODWILL (Tables)
GOODWILL (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The following table presents goodwill by segment: Cannabinoid Non- Cannabinoid Total Balance at December 31, 2020 $ 18,508 $ — $ 18,508 Balance at September 30, 2021 $ 18,508 $ — $ 18,508 Cumulative goodwill impairment charges (a) $ — $ 1,682 $ 1,682 (a) Amount refers to cumulative goodwill impairment charges related to impairments recognized in 2020; no impairment charges were recognized during the three and nine months ended September 30, 2021. |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT, NET (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | Property, plant and equipment, net consisted of the following (in thousands): September 30, December 31, Land $ 5,065 $ 5,065 Building & warehouse 8,406 8,464 Laboratory equipment 6,115 5,942 Agricultural equipment 2,227 1,904 Computer equipment 1,563 1,534 Furniture & appliances 740 819 Construction in progress 9,577 4,288 Other 1,027 1,020 Property, plant and equipment, gross 34,720 29,036 Less: accumulated depreciation (5,055) (3,356) Property, plant and equipment, net $ 29,665 $ 25,680 |
DEBT (Tables)
DEBT (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | September 30, December 31, Convertible Notes due 2024, current portion 12,909 — Loans and borrowings, current portion 120 — Total debt, current portion $ 13,029 $ — Convertible notes due 2024 (a)(b) 7,218 — Convertible notes due 2022 (a) — 27,142 Herbal Brands Loan and other borrowings 5,859 6,701 Total debt, long term $ 13,077 $ 33,843 Ending balance $ 26,106 $ 33,843 (a) Net of debt issuance, which was $719 for the nine months ended September 30, 2021 and $741 for the year ended December 31, 2020. (b) During the three months ended September 30, 2021, the Company wrote off $457 of unamortized debt financing cost related to the repayment of its |
GENERAL AND ADMINISTRATION (Tab
GENERAL AND ADMINISTRATION (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
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, 2021 2020 2021 2020 Salaries and benefits $ 3,838 $ 2,314 $ 10,824 $ 11,140 Office and administration 1,356 276 3,822 1,555 Professional fees 858 2,075 4,665 5,050 Share based compensation 3,264 489 8,137 1,202 Rent 337 556 994 1,326 Other 1,417 32 1,976 853 Total $ 11,070 $ 5,742 $ 30,418 $ 21,126 |
SHARE-BASED COMPENSATION (Table
SHARE-BASED COMPENSATION (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
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 Statement of Operations for the three and nine months ended September 30, 2021. Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Share-based compensation award type: Stock Options 283 354 1,004 1,067 RSUs 2,981 135 7,133 135 Total Shared Based Compensation Expense 3,264 489 8,137 1,202 |
Schedule of Share-based Payment Arrangement, Option, Activity | The following table is a summary of options activity for the Company’s stock incentive plans for the nine months ended September 30, 2021: Stock Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Balance as of December 31, 2020 896,888 $ 5.22 3.96 $ 2,889 Granted 64,736 $ 13.81 9.48 — Exercised (40,942) $ 0.24 — $ 434 Forfeited (40,736) $ 10.75 — — Expired (87,300) $ 9.40 — — Balance as of September 30, 2021 792,646 $ 5.96 3.91 $ 1,430 Vested and expected to vest as of September 30, 2021 781,365 $ 5.89 3.92 $ 1,460 Vested and exercisable as of September 30, 2021 435,013 $ 6.24 3.60 $ 743 |
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, 2021 and December 31, 2020: As of September 30, December 31, Risk-free interest rate 0.80% 0.43% Expected volatility 60% 60% Share Price $7.76 $8.90 Exercise Price $11.50 $11.50 Expiration date December 18, 2025 December 18, 2025 • The risk-free interest rate assumptions are based on U.S. dollar zero curve derived from swap rates at the valuation date, with a term to maturity matching the remaining term of warrants. • The expected volatility assumptions are based on average of historical volatility based on comparable industry volatilities of public warrants. The following table presents the weighted-average assumptions used in the Monte Carlo simulation model to determine the fair value of the market-based restricted share units granted in the nine months ended September 30, 2021: Weighted Average Assumptions Grant date share price $ 13.68 Risk-free interest rate 0.5 % Expected dividend yield 0.0 % Expected volatility 90 % Expected life (in years) 2.4 - 3.5 |
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, 2021: Restricted Share Units Weighted-Average Grant Date Fair Value Non-vested as of December 31, 2020 78,634 $ 3.25 Granted 592,213 12.61 Vested (12,824) 9.96 Canceled/forfeited (14,862) 7.50 Non-vested as of September 30, 2021 643,161 $ 11.64 The following table summarizes the changes in the Company’s market-based restricted share unit activity during the nine months ended September 30, 2021: Restricted Share Units Weighted-Average Grant Date Fair Value Non-vested as of December 31, 2020 — $ — Granted 1,256,785 13.06 Vested — — Canceled/forfeited (53,275) 13.65 Non-vested as of September 30, 2021 1,203,510 $ 13.03 |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | The following table is a comparative summary of the Company’s net sales and segment profit by reportable segment for the periods presented: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Segment Net Sales: Cannabinoid $ 901 $ 1,136 $ 2,157 $ 1,531 Non-Cannabinoid 3,130 2,781 9,023 7,239 Total net sales 4,031 3,917 11,180 8,770 Segment Profit (Loss): Cannabinoid (4,391) (4,529) (10,859) (14,384) Non-Cannabinoid 551 933 1,797 1,346 Total segment loss $ (3,840) $ (3,596) $ (9,062) $ (13,038) Reconciliation: Total segment loss (3,840) (3,596) (9,062) (13,038) Unallocated corporate expenses (2,243) (92) (8,416) (4,037) Non-cash share-based compensation (3,264) (489) (8,137) (1,202) Depreciation and amortization (337) (534) (1,440) (1,251) Goodwill impairment — — — (1,682) Loss from operations $ (9,684) $ (4,711) $ (27,055) $ (21,210) Gain on debt extinguishment, net (3,375) — — (3,375) — Loss on fair value of derivative instrument — 57 — — 57 Gain on remeasurement of warrant liability (9,065) — — (5,390) — Loss on investments — 58 — — 318 Foreign exchange loss 298 96 — 1,137 455 Interest expense 485 1,204 — 2,383 2,993 Other expense, net 964 (20) — (123) 28 Gain (loss) before loss from equity investment $ 1,009 $ (6,106) $ (21,687) $ (25,061) During 2021 and 2020, the Company's net sales for the non-cannabinoid segment were in the U.S.; cannabinoid net sales were mostly outside of the U.S., primarily in Colombia, Israel, Brazil and Australia. September 30, December 31, Long-lived assets Cannabinoid $ 29,513 $ 25,485 Non-Cannabinoid 136 176 Other (a) 16 19 $ 29,665 $ 25,680 |
Disaggregation of Revenue by Channel | The following table disaggregates the Company’s revenue by channel for the periods presented: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Mass retail $ 1,958 $ 2,602 $ 5,567 $ 4,635 Specialty, health and other retail 277 97 852 1,007 Distributors 1,650 1,130 4,330 2,705 E-commerce 146 88 431 423 $ 4,031 $ 3,917 $ 11,180 $ 8,770 |
NET INCOME (LOSS) PER SHARE (Ta
NET INCOME (LOSS) PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table sets forth the computation of basic and diluted net income (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, September 30, 2021 September 30, 2020 September 30, 2021 September 30, 2020 Numerator: Net income (loss) $ 995 $ (6,108) $ (21,726) $ (25,047) Adjustments to reconcile to net loss available to common stockholders: Net loss attributable to non-controlling interests — (1,014) — (2,662) Net income (loss) attributable to Clever Leaves Holdings Inc. common shareholders — basic and diluted $ 995 $ (5,094) $ (21,726) $ (22,385) Denominator: Weighted-average common shares outstanding - basic and diluted 25,755,972 10,638,052 25,466,404 8,456,977 Net income (loss) per share attributable to Clever Leaves Holdings Inc. common shareholders - basic and diluted $ 0.04 $ (0.48) $ (0.85) $ (2.65) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The Company excluded the following potential common shares, presented based on amounts outstanding as of September 30, 2021 and 2020, from the computation of diluted net loss per share attributable to common shareholders because including them would have had an anti-dilutive effect: September 30, 2021 September 30, 2020 Common stock warrants 17,840,951 — SAMA earnout shares 570,211 — Stock options 792,646 1,083,498 Unvested restricted share units 1,846,670 — Total 21,050,478 1,083,498 |
CORPORATE INFORMATION - Narrati
CORPORATE INFORMATION - Narrative (Details) | Dec. 18, 2020 |
Clever Leaves US, Inc. | |
Business Acquisition [Line Items] | |
Business acquisition, stock, conversion ratio | 0.3288 |
BASIS OF PRESENTATION - Schedul
BASIS OF PRESENTATION - Schedule of Consolidated Entities (Details) | Sep. 30, 2021 | Dec. 31, 2020 |
Clever Leaves US, Inc. | ||
Segment Reporting Information [Line Items] | ||
Ownership percentage | 100.00% | 100.00% |
NS US Holdings, Inc. | ||
Segment Reporting Information [Line Items] | ||
Ownership percentage | 100.00% | 100.00% |
Herbal Brands, Inc. | ||
Segment Reporting Information [Line Items] | ||
Ownership percentage | 100.00% | 100.00% |
1255096 B.C. Ltd. ("Newco") | ||
Segment Reporting Information [Line Items] | ||
Ownership percentage | 100.00% | 100.00% |
Northern Swan International, Inc. (“NSI”) | ||
Segment Reporting Information [Line Items] | ||
Ownership percentage | 100.00% | 100.00% |
Northern Swan Management, Inc. | ||
Segment Reporting Information [Line Items] | ||
Ownership percentage | 100.00% | 100.00% |
Northern Swan Deutschland Holdings, Inc. | ||
Segment Reporting Information [Line Items] | ||
Ownership percentage | 100.00% | 100.00% |
Northern Swan Portugal Holdings, Inc. | ||
Segment Reporting Information [Line Items] | ||
Ownership percentage | 100.00% | 100.00% |
Clever Leaves Portugal Unipessoal LDA | ||
Segment Reporting Information [Line Items] | ||
Ownership percentage | 100.00% | 100.00% |
Clever Leaves II Portugal Cultivation SA | ||
Segment Reporting Information [Line Items] | ||
Ownership percentage | 100.00% | 100.00% |
Northern Swan Europe, Inc. | ||
Segment Reporting Information [Line Items] | ||
Ownership percentage | 100.00% | 100.00% |
Nordschwan Holdings, Inc. | ||
Segment Reporting Information [Line Items] | ||
Ownership percentage | 100.00% | 100.00% |
Clever Leaves Germany GmbH | ||
Segment Reporting Information [Line Items] | ||
Ownership percentage | 100.00% | 100.00% |
NS Herbal Brands International, Inc. | ||
Segment Reporting Information [Line Items] | ||
Ownership percentage | 100.00% | 100.00% |
Herbal Brands, Ltd. | ||
Segment Reporting Information [Line Items] | ||
Ownership percentage | 100.00% | 100.00% |
Clever Leaves International, Inc. | ||
Segment Reporting Information [Line Items] | ||
Ownership percentage | 100.00% | 100.00% |
Eagle Canada Holdings, Inc. (“Eagle Canada”) | ||
Segment Reporting Information [Line Items] | ||
Ownership percentage | 100.00% | 100.00% |
Ecomedics S.A.S. (“Ecomedics”) | ||
Segment Reporting Information [Line Items] | ||
Ownership percentage | 100.00% | 100.00% |
Clever Leaves UK Limited | ||
Segment Reporting Information [Line Items] | ||
Ownership percentage | 100.00% | 100.00% |
FAIR VALUE MEASUREMENTS - Fair
FAIR VALUE MEASUREMENTS - Fair Value Hierarchy (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Investment | $ 1,514 | $ 1,553 |
Total Assets | 1,514 | 1,553 |
Loans and borrowings | 5,979 | 6,701 |
Warrant liability | 13,671 | 19,061 |
Convertible notes | 20,127 | 27,142 |
Total Liabilities | 39,777 | 52,904 |
Level 1 | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Total Assets | 0 | 0 |
Loans and borrowings | 0 | 0 |
Warrant liability | 0 | 0 |
Convertible notes | 0 | 0 |
Total Liabilities | 0 | 0 |
Level 2 | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Total Assets | 0 | 0 |
Loans and borrowings | 5,979 | 6,701 |
Warrant liability | 0 | 0 |
Convertible notes | 20,127 | 27,142 |
Total Liabilities | 26,106 | 33,843 |
Level 3 | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Total Assets | 1,514 | 1,553 |
Loans and borrowings | 0 | 0 |
Warrant liability | 13,671 | 19,061 |
Convertible notes | 0 | 0 |
Total Liabilities | 13,671 | 19,061 |
Cansativa | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Investment | 1,514 | 1,553 |
Cansativa | Level 1 | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Investment | 0 | 0 |
Cansativa | Level 2 | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Investment | 0 | |
Cansativa | Level 3 | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Investment | $ 1,514 | $ 1,553 |
FAIR VALUE MEASUREMENTS - Chang
FAIR VALUE MEASUREMENTS - Change in Fair Value (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | |
Changes of Fair Value of Warrant Liabilities [Roll Forward] | |||||
Change in fair value of warrant liability | $ (5,390) | $ 0 | |||
Private warrant | |||||
Changes of Fair Value of Warrant Liabilities [Roll Forward] | |||||
Warrant liability, beginning of period | $ 22,736 | $ 23,912 | $ 19,061 | 19,061 | |
Change in fair value of warrant liability | (9,065) | (1,176) | 4,851 | ||
Warrant liability, end of period | $ 13,671 | $ 22,736 | $ 23,912 | $ 13,671 |
FAIR VALUE MEASUREMENTS - Warra
FAIR VALUE MEASUREMENTS - Warrant Assumptions (Details) | Sep. 30, 2021$ / shares | Dec. 31, 2020$ / shares |
Risk-free interest rate | ||
Class of Warrant or Right [Line Items] | ||
Warrants and rights outstanding, measurement input | 0.0080 | 0.0043 |
Expected volatility | ||
Class of Warrant or Right [Line Items] | ||
Warrants and rights outstanding, measurement input | 0.60 | 0.60 |
Share Price | ||
Class of Warrant or Right [Line Items] | ||
Warrants and rights outstanding, measurement input | 7.76 | 8.90 |
Exercise Price | ||
Class of Warrant or Right [Line Items] | ||
Warrants and rights outstanding, measurement input | 11.50 | 11.50 |
INVENTORY - Components (Details
INVENTORY - Components (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Inventory [Line Items] | ||
Raw materials | $ 1,008 | $ 1,148 |
Total | 14,062 | 10,190 |
Cultivated Cannabis | ||
Inventory [Line Items] | ||
Work in progress | 1,186 | 1,482 |
Harvested Cannabis And Extracts | ||
Inventory [Line Items] | ||
Work in progress | 2,723 | 274 |
Cannabis Extracts | ||
Inventory [Line Items] | ||
Finished goods | 8,943 | 7,003 |
Other | ||
Inventory [Line Items] | ||
Finished goods | $ 202 | $ 283 |
INVESTMENTS - Narrative (Detail
INVESTMENTS - Narrative (Details) € / shares in Units, $ in Thousands | Dec. 21, 2018EUR (€) | Dec. 31, 2020USD ($) | Jan. 31, 2019EUR (€) | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Dec. 31, 2020€ / shares | Dec. 01, 2020 | Nov. 30, 2020 | Sep. 30, 2020EUR (€) | Sep. 30, 2019USD ($)shares | Sep. 30, 2019EUR (€)shares | Dec. 21, 2018USD ($)investorshares | Dec. 21, 2018EUR (€)investor€ / sharesshares |
Summary of Investment Holdings [Line Items] | |||||||||||||||
Investment | $ | $ 1,553 | $ 1,514 | $ 1,514 | ||||||||||||
Goodwill | $ | 18,508 | 18,508 | 18,508 | ||||||||||||
Gain (loss) on investments | $ | 0 | $ 58 | 0 | $ 318 | |||||||||||
Gain (loss) from investments | $ | (14) | (2) | (39) | 14 | |||||||||||
Preferred Stock | Cansativa | |||||||||||||||
Summary of Investment Holdings [Line Items] | |||||||||||||||
Shares issued, price per share (Euro per share) | € / shares | € 543.31 | ||||||||||||||
Seed Financing Round | Cansativa | |||||||||||||||
Summary of Investment Holdings [Line Items] | |||||||||||||||
Shares issued (in shares) | shares | 3,096 | 3,096 | |||||||||||||
Investments, fully diluted pre-money valuation | € 8,500,000 | ||||||||||||||
Seed Financing Round | Preferred Stock | Cansativa | |||||||||||||||
Summary of Investment Holdings [Line Items] | |||||||||||||||
Shares issued, price per share (Euro per share) | € / shares | € 322,970,000 | ||||||||||||||
Cansativa | |||||||||||||||
Summary of Investment Holdings [Line Items] | |||||||||||||||
Investment | $ | 1,553 | 1,514 | 1,514 | ||||||||||||
Gain (loss) on investments | $ | $ 211 | ||||||||||||||
Gain (loss) from investments | $ | $ (14) | $ (2) | $ (39) | (14) | |||||||||||
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 | Seed Financing Round | |||||||||||||||
Summary of Investment Holdings [Line Items] | |||||||||||||||
Investments, net | € 7,000,000 | ||||||||||||||
Number of investment tranches | investor | 3 | 3 | |||||||||||||
Percentage of interest held | 10.53% | 10.53% | |||||||||||||
Payments to acquire investments | € 3,100 | € 996,820,000 | |||||||||||||
Share price (Euro per share) | € / shares | € 1 | ||||||||||||||
Investment | $ 1,075 | € 999,920,000 | |||||||||||||
Investments, initial amount | 3,100,000 | ||||||||||||||
Investments, capital reverse payment | 996,820,000 | ||||||||||||||
Investments, increase investment for equity, option duration | 18 months | ||||||||||||||
Net assets | € 1,233,000 | 1,100,000 | |||||||||||||
Goodwill | 1,122,000 | 465,000 | |||||||||||||
Investments, additional | $ 722 | € 650,000 | |||||||||||||
Investments, additional, shares (in shares) | shares | 2,138 | 2,138 | |||||||||||||
Investments, consideration transferred, net assets | 16.60% | 16.60% | |||||||||||||
Cansativa | Seed Financing Round | Cansativa, Employee Stock Ownership Plan (ESOP) | |||||||||||||||
Summary of Investment Holdings [Line Items] | |||||||||||||||
Percentage of interest held | 15.80% | 16.59% | |||||||||||||
Cansativa | Seed Financing Round | Preferred Stock | |||||||||||||||
Summary of Investment Holdings [Line Items] | |||||||||||||||
Percentage of interest held | 14.22% | 15.80% | |||||||||||||
Cansativa | Tranche One | |||||||||||||||
Summary of Investment Holdings [Line Items] | |||||||||||||||
Investments, gross | 1,000,000 | ||||||||||||||
Cansativa | Tranche One | Seed Financing Round | |||||||||||||||
Summary of Investment Holdings [Line Items] | |||||||||||||||
Investments, gross | 1,075 | 999,920,000 | |||||||||||||
Cansativa | Tranche Two | Seed Financing Round | |||||||||||||||
Summary of Investment Holdings [Line Items] | |||||||||||||||
Investments, gross | € 0 | 3,000,000 | |||||||||||||
Gain (loss) on investments | $ | $ (370) | ||||||||||||||
Cansativa | Tranche Three | Seed Financing Round | |||||||||||||||
Summary of Investment Holdings [Line Items] | |||||||||||||||
Investments, gross | 3,000,000 | ||||||||||||||
Cansativa | Tranche Two Option | Seed Financing Round | |||||||||||||||
Summary of Investment Holdings [Line Items] | |||||||||||||||
Investments, initial amount, fair value | $ 450 | € 419,000 | |||||||||||||
Cansativa | Tranche Two Option | Seed Financing Round | Preferred Stock | |||||||||||||||
Summary of Investment Holdings [Line Items] | |||||||||||||||
Shares issued, price per share (Euro per share) | € / shares | € 322,970,000 | ||||||||||||||
Investment, option, stock issued for additional investment, shares, new issues (in shares) | shares | 9,289 | 9,289 | |||||||||||||
Investment, option, stock issued for additional investment, amount, new issues | € 3,000,070,000 | ||||||||||||||
Cansativa | Tranche Two Option | Seed Financing Round | Seed Preferred Shares | |||||||||||||||
Summary of Investment Holdings [Line Items] | |||||||||||||||
Share price (Euro per share) | € / shares | € 1 | ||||||||||||||
Investments, option exercised, entitled to subscribe to additional shares (in shares) | shares | 578 | 578 |
BUSINESS COMBINATIONS - Narrati
BUSINESS COMBINATIONS - Narrative (Details) - Clever Leaves $ / shares in Units, $ in Thousands | Dec. 18, 2020USD ($)$ / shares | Dec. 31, 2020USD ($) | Dec. 17, 2020shares |
Business Acquisition [Line Items] | |||
Total consideration transferred | $ 3,100 | $ 3,057 | |
Schultze Special Purpose Acquisition Corp. (SAMA) | |||
Business Acquisition [Line Items] | |||
Percentage of contributed stock, issued and outstanding | 100.00% | ||
Schultze Special Purpose Acquisition Corp. (SAMA) | Private Investment in Public Equity (PIPE) | |||
Business Acquisition [Line Items] | |||
Purchase of shares | $ 8,881 | ||
Purchase of shares (USD per share) | $ / shares | $ 9.50 | ||
Shares issued (in shares) | shares | 934,819 | ||
Business acquisition, stock, conversion ratio | 1 | ||
NS US Holdings, Inc. | |||
Business Acquisition [Line Items] | |||
Percentage of contributed stock, issued and outstanding | 100.00% | ||
Convertible Notes, 2022 | Schultze Special Purpose Acquisition Corp. (SAMA) | Private Investment in Public Equity (PIPE) | |||
Business Acquisition [Line Items] | |||
Satisfaction, accrued and outstanding interest | $ 2,881 |
BUSINESS COMBINATIONS - Schedul
BUSINESS COMBINATIONS - Schedule of Reconciliation of Elements of Business Combination (Details) - Clever Leaves - USD ($) $ in Thousands | Dec. 18, 2020 | Dec. 31, 2020 |
Business Acquisition [Line Items] | ||
Cash - SAMA trust and cash, net of redemptions | $ 86,644 | |
Cash - SAMA PIPE | 6,000 | |
Non-cash PIK | (2,881) | |
Cash assumed from SAMA | 698 | |
Cash consideration to certain Clever Leaves shareholders | $ (3,100) | (3,057) |
Less: transaction costs and advisory fees | (13,895) | |
Net Business Combination | 73,509 | |
Non-cash PIK | 2,881 | |
Deferred issuance costs | 1,503 | |
Warranty liability | (29,841) | |
Net liabilities assumed from SAMA | (258) | |
Net contributions from Business Combination | $ 47,794 |
INTANGIBLE ASSETS - Narrative (
INTANGIBLE ASSETS - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2019 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization of intangible assets | $ 191,000 | $ 389,000 | $ 972,000 | $ 829,000 | |
Asset impairment charges | 0 | $ 0 | 0 | $ 0 | |
Licenses | |||||
Indefinite-lived Intangible Assets [Line Items] | |||||
Indefinite-lived intangible assets acquired | $ 19,000,000 | $ 19,000,000 | |||
Herbal Brands, Inc. | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Finite-lived intangible assets acquired | $ 7,091,000 |
INTANGIBLE ASSETS - Components
INTANGIBLE ASSETS - Components of Intangible Assets (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 7,091 | $ 7,091 |
Accumulated Amortization | 2,784 | 1,812 |
Net Carrying Amount | 4,307 | 5,279 |
Indefinite-lived Intangible Assets [Line Items] | ||
Net Carrying Amount | 19,000 | 19,000 |
Gross Carrying Amount | 26,091 | 26,091 |
Accumulated Amortization | 2,784 | 1,812 |
Net Carrying Amount | 23,307 | 24,279 |
Licenses | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Net Carrying Amount | 19,000 | 19,000 |
Customer contracts | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 925 | 925 |
Accumulated Amortization | 925 | 525 |
Net Carrying Amount | $ 0 | $ 400 |
Weighted- Average Useful Life (in Years) | 0 years | 6 months |
Indefinite-lived Intangible Assets [Line Items] | ||
Accumulated Amortization | $ 925 | $ 525 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 1,000 | 1,000 |
Accumulated Amortization | 441 | 304 |
Net Carrying Amount | $ 559 | $ 696 |
Weighted- Average Useful Life (in Years) | 3 years 7 months 6 days | 4 years 4 months 24 days |
Indefinite-lived Intangible Assets [Line Items] | ||
Accumulated Amortization | $ 441 | $ 304 |
Customer list | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 650 | 650 |
Accumulated Amortization | 314 | 217 |
Net Carrying Amount | $ 336 | $ 433 |
Weighted- Average Useful Life (in Years) | 2 years 7 months 6 days | 3 years 3 months 18 days |
Indefinite-lived Intangible Assets [Line Items] | ||
Accumulated Amortization | $ 314 | $ 217 |
Brand | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 4,516 | 4,516 |
Accumulated Amortization | 1,104 | 766 |
Net Carrying Amount | $ 3,412 | $ 3,750 |
Weighted- Average Useful Life (in Years) | 7 years 7 months 6 days | 8 years 3 months 18 days |
Indefinite-lived Intangible Assets [Line Items] | ||
Accumulated Amortization | $ 1,104 | $ 766 |
INTANGIBLE ASSETS - Amortizatio
INTANGIBLE ASSETS - Amortization Expense (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2021 | $ 191 | |
2022 | 795 | |
2023 | 715 | |
2024 | 542 | |
2025 | 572 | |
Thereafter | 1,492 | |
Net Carrying Amount | $ 4,307 | $ 5,279 |
GOODWILL - Changes of Goodwill
GOODWILL - Changes of Goodwill (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Goodwill [Roll Forward] | |||||
Goodwill, beginning balance | $ 18,508,000 | ||||
Cumulative goodwill impairment charges | $ 0 | $ 0 | 0 | $ 1,682,000 | |
Goodwill, ending balance | 18,508,000 | 18,508,000 | |||
Cannabinoid | |||||
Goodwill [Roll Forward] | |||||
Goodwill, beginning balance | 18,508,000 | ||||
Cumulative goodwill impairment charges | 0 | ||||
Goodwill, ending balance | 18,508,000 | 18,508,000 | |||
Non-Cannabinoid | |||||
Goodwill [Roll Forward] | |||||
Goodwill, beginning balance | 0 | ||||
Cumulative goodwill impairment charges | $ 1,682,000 | $ 1,682,000 | |||
Goodwill, ending balance | $ 0 | $ 0 | $ 0 |
GOODWILL - Impairment Testing (
GOODWILL - Impairment Testing (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2021 | Sep. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Goodwill [Line Items] | ||||||
Goodwill impairment | $ 0 | $ 0 | $ 0 | $ 1,682,000 | ||
Goodwill | 18,508,000 | 18,508,000 | $ 18,508,000 | |||
Discounted Future Cash Flow | ||||||
Goodwill [Line Items] | ||||||
Impairment analysis, weighted-average cost of capital | 19.00% | |||||
Impairment analysis, perpetual growth rate | 2.00% | |||||
Non-Cannabinoid | ||||||
Goodwill [Line Items] | ||||||
Goodwill impairment | $ 1,682,000 | $ 1,682,000 | ||||
Goodwill | $ 0 | $ 0 | $ 0 | $ 0 |
PROPERTY, PLANT AND EQUIPMENT_3
PROPERTY, PLANT AND EQUIPMENT, NET (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 34,720 | $ 29,036 |
Less: accumulated depreciation | (5,055) | (3,356) |
Property, plant and equipment, net | 29,665 | 25,680 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 5,065 | 5,065 |
Building & warehouse | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 8,406 | 8,464 |
Laboratory equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 6,115 | 5,942 |
Agricultural equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 2,227 | 1,904 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 1,563 | 1,534 |
Furniture & appliances | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 740 | 819 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 9,577 | 4,288 |
Other | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 1,027 | $ 1,020 |
DEBT - Components of Debt (Deta
DEBT - Components of Debt (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | ||
Loans and borrowings, current portion | $ 120 | $ 0 |
Total debt, current portion | 13,029 | 0 |
Debt, long term | 13,077 | 33,843 |
Ending balance | 26,106 | 33,843 |
Convertible notes | ||
Debt Instrument [Line Items] | ||
Debt issuance costs, net | 719 | 741 |
Convertible notes due 2024 | ||
Debt Instrument [Line Items] | ||
Convertible note due 2024, current portion | 12,909 | 0 |
Convertible notes, noncurrent | 7,218 | 0 |
Convertible notes due 2024 | Convertible notes | ||
Debt Instrument [Line Items] | ||
Convertible notes, noncurrent | 7,218 | 0 |
Convertible notes due 2024 | Convertible notes | ||
Debt Instrument [Line Items] | ||
Convertible note due 2024, current portion | 12,909 | 0 |
Convertible notes due 2022 | ||
Debt Instrument [Line Items] | ||
Convertible notes, noncurrent | 0 | 27,142 |
Write off of unamortized debt financing cost | 457 | |
Convertible notes due 2022 | Convertible notes | ||
Debt Instrument [Line Items] | ||
Convertible notes, noncurrent | 0 | 27,142 |
Herbal Brands Loan and other borrowings | ||
Debt Instrument [Line Items] | ||
Debt, long term | $ 5,859 | $ 6,701 |
DEBT - Series D Convertible Not
DEBT - Series D Convertible Notes due March 2022 (Details) - USD ($) | Jul. 19, 2021 | Dec. 18, 2020 | Sep. 30, 2021 | Mar. 31, 2019 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 17, 2020 | Mar. 31, 2020 |
Debt Instrument [Line Items] | |||||||||
Loans and borrowings, net of current portion | $ 13,077,000 | $ 13,077,000 | $ 33,843,000 | ||||||
Gain on extinguishment of debt, net of unamortized debt financing costs | $ 3,375,000 | $ 0 | |||||||
Convertible notes due 2022 | Convertible notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, face amount | $ 27,750,000 | ||||||||
Interest rate | 8.00% | 10.00% | |||||||
Common stock shares, guaranteed and secured (in shares) | 1,300,002 | ||||||||
Convertible, common shares, minimum | $ 1,000,000 | ||||||||
Convertible, conversion price (USD per share) | $ 30.62 | $ 11 | $ 11 | ||||||
Share price, trigger event (USD per share) | $ 13.54 | ||||||||
Initial public offering, volume period | 10 days | ||||||||
Convertible notes due 2024 | $ 27,750,000 | ||||||||
Redemption price, percentage | 90.00% | ||||||||
Gain on extinguishment of debt, net of unamortized debt financing costs | $ 2,267,000 | ||||||||
Convertible notes due 2022 | Convertible notes | Series C Preferred Stock | Preferred Stock | |||||||||
Debt Instrument [Line Items] | |||||||||
Loans and borrowings, net of current portion | $ 30,258,000 | ||||||||
Convertible notes due 2022 | Convertible notes | Minimum | |||||||||
Debt Instrument [Line Items] | |||||||||
Share price, trigger event (USD per share) | $ 13.54 | ||||||||
Convertible notes due 2022, amendment | Convertible notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate | 8.00% | ||||||||
Quarterly interest, satisfaction of payment through issued of common stock, percentage | 95.00% | ||||||||
Quarterly interest, satisfaction of payment through issued of common stock, volume weighted average period (VWAP) | 10 days | ||||||||
Quarterly interest, satisfaction of payment through issued of common stock, volume weighted average. days before interest payment due | 3 days | ||||||||
Quarterly interest, satisfaction of payment through issued of common stock, multiplier | 4 | ||||||||
Option, equity financing, issuance of equity securities, net proceeds | $ 25,000,000 | ||||||||
Option, equity financing, pro rata share of total securities issued | 25.00% | ||||||||
Option not taken after equity financing, repayment period | 5 days | ||||||||
Convertible notes due 2022, amendment | Convertible notes | Maximum | |||||||||
Debt Instrument [Line Items] | |||||||||
Periodic payment, interest | $ 2,000,000 |
DEBT - Herbal Brands Loan due M
DEBT - Herbal Brands Loan due May 2023 (Details) - USD ($) | Apr. 30, 2019 | Aug. 31, 2020 | Apr. 30, 2019 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||||||||
Loans and borrowings | $ 5,979,000 | $ 5,979,000 | $ 6,701,000 | |||||
Strike price (USD per share) | $ 11.50 | $ 11.50 | ||||||
Herbal Brands, Inc. | Rock Cliff | ||||||||
Debt Instrument [Line Items] | ||||||||
Number of securities called by warrants or rights (in shares) | 63,597 | |||||||
Strike price (USD per share) | $ 26.73 | |||||||
Herbal Brands, Inc. | Rock Cliff | Series C Preferred Stock | ||||||||
Debt Instrument [Line Items] | ||||||||
Class of warrant or right, fair value | $ 717,000 | |||||||
Number of securities called by warrants or rights (in shares) | 193,402 | 193,402 | ||||||
Strike price (USD per share) | $ 8.79 | $ 8.79 | ||||||
Herbal Brands, Inc. | Rock Cliff | Series C Preferred Stock | Common stock warrants | ||||||||
Debt Instrument [Line Items] | ||||||||
Class of warrant or right, fair value | $ 717,000 | |||||||
Loans and borrowings | 7,783,000 | $ 7,783,000 | ||||||
Herbal Brands, Inc. | Herbal Brands Loan, non-revolving | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, face amount | $ 8,500,000 | $ 8,500,000 | ||||||
Interest rate | 8.00% | 8.00% | ||||||
Percentage of repayment of positive operating cash flow | 85.00% | 85.00% | ||||||
Prepayment option, interest payments | $ 2,338,000,000 | $ 2,338,000,000 | ||||||
Incremental interest rate | 4.00% | |||||||
Debt issuance costs, net | $ 400,000 | |||||||
Interest expense, debt | $ 174,000 | $ 177,000 | $ 564,000 | $ 490,000 | ||||
Repayments of debt | $ 269,000 | $ 0 | $ 1,376,000 | $ 459,000 |
DEBT - 2024 Notes Purchase Agre
DEBT - 2024 Notes Purchase Agreement (Details) - USD ($) | Jul. 19, 2021 | Sep. 30, 2021 |
Debt Instrument [Line Items] | ||
Convertible notes | $ 25,000,000 | |
Maximum | ||
Debt Instrument [Line Items] | ||
Share price permitting redemption (USD per share) | $ 7 | |
Minimum | ||
Debt Instrument [Line Items] | ||
Share price permitting redemption (USD per share) | $ 7 | |
Convertible notes due 2024 | ||
Debt Instrument [Line Items] | ||
Convertible notes | $ 20,846,000 | |
Debt instrument, term | 3 years | |
Interest rate | 5.00% | |
Convertible, conversion price (USD per share) | $ 13.50 | |
Aggregate purchase price | $ 4,361,000 | |
Convertible, conversion term from issuance | one year | |
Discount rate on redemption date | 8.00% | |
Convertible, optional redemption rate (USD per share) | $ 6.44 | |
Convertible, redemption period | 1 year | |
Consecutive trading days | 15 days | |
Beneficial ownership, forfeited conversion, percentage of common stock ownership | 9.99% | |
Interest rate, Increase due to default | 5.00% | |
Interest rate if default occurs | 10.00% | |
Failure to delivery, cash penalty percentage | 0.75% | |
Convertible notes due 2024 | Common Stock | ||
Debt Instrument [Line Items] | ||
Conversion (in shares) | 538,403 | |
Convertible notes due 2024 | Repayment on aggregate principal amount | ||
Debt Instrument [Line Items] | ||
Convertible, election, repayment of principal and accrued interest | $ 3,500,000 | |
Convertible, consecutive calendar days | 30 days | |
Convertible notes due 2024 | Repayment on less than principal amount | ||
Debt Instrument [Line Items] | ||
Convertible, election, repayment of principal and accrued interest | $ 2,000,000 | |
Convertible notes due 2024 | Maximum | ||
Debt Instrument [Line Items] | ||
Aggregate purchase price | 12,500,000 | |
Debt instrument, face amount | 12,500,000 | |
Convertible notes due 2024 | Maximum | Repayment on less than principal amount | ||
Debt Instrument [Line Items] | ||
Debt instrument, face amount | $ 12,500,000 |
DEBT - Other Borrowings (Detail
DEBT - Other Borrowings (Details) $ in Thousands | Feb. 28, 2022EUR (€) | Jan. 31, 2021EUR (€) | Sep. 30, 2021USD ($) | Dec. 31, 2020USD ($) |
Debt Instrument [Line Items] | ||||
Loans and borrowings, net of current portion | $ | $ 13,077 | $ 33,843 | ||
Foreign Line of Credit | Portugal | Clever Leaves Portugal Unipessoal LDA | ||||
Debt Instrument [Line Items] | ||||
Loans and borrowings, net of current portion | € 1,000,000 | |||
Foreign Line of Credit | Portugal | Clever Leaves Portugal Unipessoal LDA | Forecast | ||||
Debt Instrument [Line Items] | ||||
Periodic payment, principal | € 62,500 | |||
Foreign Line of Credit | Portugal | Clever Leaves Portugal Unipessoal LDA | Euro Interbank Offered Rate (Euribor) | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 300.00% |
CAPITAL STOCK - Common Shares (
CAPITAL STOCK - Common Shares (Details) | 3 Months Ended |
Sep. 30, 2021shares | |
Convertible notes due 2024 | Common Stock | |
Class of Stock [Line Items] | |
Conversion (in shares) | 538,403 |
CAPITAL STOCK - Preferred Share
CAPITAL STOCK - Preferred Shares (Details) - shares | Sep. 30, 2021 | Dec. 31, 2020 |
Equity [Abstract] | ||
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
CAPITAL STOCK - Business Combin
CAPITAL STOCK - Business Combination (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Mar. 31, 2021shares | Sep. 30, 2021$ / sharesshares | Dec. 31, 2020$ / sharesshares | |
Clever Leaves Holdings Inc. 2020 Earnout Award Plan | |||
Class of Warrant or Right [Line Items] | |||
Number of trading days where price is exceeded | 20 days | ||
Number of consecutive trading days where price is exceeded | 30 days | ||
Clever Leaves Holdings Inc. 2020 Earnout Award Plan | Threshold, One | |||
Class of Warrant or Right [Line Items] | |||
Percentage of share reserved for issuance | 50.00% | ||
Founders earnout shares vested (in shares) | 570,212 | 0 | |
Performance condition met, percentage of share reserved | 50.00% | ||
Clever Leaves Holdings Inc. 2020 Earnout Award Plan | Threshold, One | Minimum | |||
Class of Warrant or Right [Line Items] | |||
Share price (USD per share) | $ / shares | $ 12.50 | ||
Clever Leaves Holdings Inc. 2020 Earnout Award Plan | Threshold, Two | |||
Class of Warrant or Right [Line Items] | |||
Percentage of remaining share reserved for issuance | 50.00% | ||
Founders earnout shares vested (in shares) | 0 | ||
Performance condition met, percentage of share reserved | 50.00% | ||
Clever Leaves Holdings Inc. 2020 Earnout Award Plan | Threshold, Two | Minimum | |||
Class of Warrant or Right [Line Items] | |||
Share price (USD per share) | $ / shares | $ 15 | ||
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 | ||
Founders earnout shares vested (in shares) | 570,212 | ||
Common Stock | Minimum | |||
Class of Warrant or Right [Line Items] | |||
Share price (USD per share) | $ / shares | $ 18 | ||
Schultze Special Purpose Acquisition Corp. | SAMA earnout shares | Clever Leaves Holdings Inc. 2020 Earnout Award Plan | |||
Class of Warrant or Right [Line Items] | |||
Conversion of common stock (in shares) | 1,140,423 | ||
Neem Holdings Warrants | Neem Holdings | |||
Class of Warrant or Right [Line Items] | |||
Number of securities called by warrants or rights (in shares) | 300,000 | ||
Series E Convertible Debenture | Series E Financing | |||
Class of Warrant or Right [Line Items] | |||
Conversion (in shares) | 984,567 | ||
Series C Preferred Stock | |||
Class of Warrant or Right [Line Items] | |||
Preferred stock, conversion basis into common shares | 1 | ||
Conversion of common stock (in shares) | 1,456,439 | ||
Series D Preferred Stock | |||
Class of Warrant or Right [Line Items] | |||
Conversion of common stock (in shares) | 3,571,591 | ||
Preferred shares, liquidation preference multiplier | 1.4 | ||
Preferred stock, conversion price per share (USD per share) | $ / shares | $ 3.288 | ||
Number of securities called by warrants or rights (in shares) | 9,509 | ||
Eagle Canada Holdings, Inc. (“Eagle Canada”) | Northern Swan International, Inc. (“NSI”) | |||
Class of Warrant or Right [Line Items] | |||
Conversion of common stock (in shares) | 1,562,339 | ||
Conversion of common stock, secondary sale (in shares) | 287,564 | ||
Clever Leaves | Common Stock | |||
Class of Warrant or Right [Line Items] | |||
Recapitalization of stock, shares (in shares) | 9,654,721 | ||
Clever Leaves | Founders Stock | Schultze Special Purpose Acquisition Corp. | |||
Class of Warrant or Right [Line Items] | |||
Recapitalization of stock, shares (in shares) | 1,168,421 | ||
Clever Leaves | Common Stock | Schultze Special Purpose Acquisition Corp. | Common Stock | |||
Class of Warrant or Right [Line Items] | |||
Recapitalization of stock, shares (in shares) | 8,486,300 |
CAPITAL STOCK - Warrants (Detai
CAPITAL STOCK - Warrants (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Apr. 30, 2019USD ($)$ / sharesshares | Sep. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2020USD ($) | Aug. 31, 2020$ / sharesshares | |
Class of Warrant or Right [Line Items] | ||||||
Exercise price (USD per share) | $ / shares | $ 11.50 | $ 11.50 | ||||
Commencement period | 30 days | |||||
Redemption price of outstanding warrants (USD per share) | $ / shares | $ 0.01 | $ 0.01 | ||||
Adverse effect to holders, amendment, percentage of approval | 50.10% | 50.10% | ||||
Proceeds from exercise of warrants | $ | $ 1,410 | $ 0 | ||||
Gain on remeasurement of warrant liability | $ | $ (9,065) | $ 0 | $ (5,390) | $ 0 | ||
Common stock warrants | ||||||
Class of Warrant or Right [Line Items] | ||||||
Warrant, outstanding (in shares) | 12,877,361 | 12,877,361 | ||||
Private warrant | ||||||
Class of Warrant or Right [Line Items] | ||||||
Warrant, outstanding (in shares) | 4,900,000 | 4,900,000 | ||||
Stock exercised or called during period (in shares) | 122,639 | |||||
Series D Preferred Stock | ||||||
Class of Warrant or Right [Line Items] | ||||||
Number of securities called by warrants or rights (in shares) | 9,509 | 9,509 | ||||
Rock Cliff | Herbal Brands, Inc. | ||||||
Class of Warrant or Right [Line Items] | ||||||
Exercise price (USD per share) | $ / shares | $ 26.73 | |||||
Number of securities called by warrants or rights (in shares) | 63,597 | |||||
Rock Cliff | Herbal Brands, Inc. | Series C Preferred Stock | ||||||
Class of Warrant or Right [Line Items] | ||||||
Exercise price (USD per share) | $ / shares | $ 8.79 | |||||
Number of securities called by warrants or rights (in shares) | 193,402 | |||||
Conversion ratio | 1 | |||||
Class of warrant or right, fair value | $ | $ 717 | |||||
Common Stock | ||||||
Class of Warrant or Right [Line Items] | ||||||
Number of securities called by each warrant (in shares) | 1 | 1 | ||||
Number of trading days where price is exceeded | 20 days | |||||
Number of consecutive trading days where price is exceeded | 30 days | |||||
Common Stock | Minimum | ||||||
Class of Warrant or Right [Line Items] | ||||||
Share price (USD per share) | $ / shares | $ 18 | $ 18 |
GENERAL AND ADMINISTRATION (Det
GENERAL AND ADMINISTRATION (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
General and Administrative Expense [Abstract] | ||||
Salaries and benefits | $ 3,838 | $ 2,314 | $ 10,824 | $ 11,140 |
Office and administration | 1,356 | 276 | 3,822 | 1,555 |
Professional fees | 858 | 2,075 | 4,665 | 5,050 |
Share based compensation | 3,264 | 489 | 8,137 | 1,202 |
Rent | 337 | 556 | 994 | 1,326 |
Other | 1,417 | 32 | 1,976 | 853 |
Total | $ 11,070 | $ 5,742 | $ 30,418 | $ 21,126 |
SHARE-BASED COMPENSATION - Shar
SHARE-BASED COMPENSATION - Share-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share based compensation | $ 3,264 | $ 489 | $ 8,137 | $ 1,202 |
Stock Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share based compensation | 283 | 354 | 1,004 | 1,067 |
RSU | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share based compensation | $ 2,981 | $ 135 | $ 7,133 | $ 135 |
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, 2021 | Dec. 31, 2020 | |
Stock Options | ||
Outstanding, beginning balance (in shares) | 896,888 | |
Granted (in shares) | 64,736 | |
Exercised (in shares) | (40,942) | |
Forfeited (in shares) | (40,736) | |
Expired (in shares) | (87,300) | |
Outstanding, ending balance (in shares) | 792,646 | 896,888 |
Vested and expected to vest (in shares) | 781,365 | |
Vested and exercisable (in shares) | 435,013 | |
Weighted-Average Exercise Price | ||
Outstanding, beginning (USD per share) | $ 5.22 | |
Granted (USD per share) | 13.81 | |
Exercised (USD per share) | 0.24 | |
Forfeited (USD per share) | 10.75 | |
Expired (USD per share) | 9.40 | |
Outstanding, ending (USD per share) | 5.96 | $ 5.22 |
Vested and expected to vest (USD per share) | 5.89 | |
Vested and exercisable (USD per share) | $ 6.24 | |
Weighted-Average Remaining Contractual Term (Years) and Aggregate Intrinsic Value | ||
Outstanding term | 3 years 10 months 28 days | 3 years 11 months 15 days |
Granted term | 9 years 5 months 23 days | |
Vested and expected to vest term | 3 years 11 months 1 day | |
Vested and exercisable term | 3 years 7 months 6 days | |
Outstanding | $ 1,430 | $ 2,889 |
Exercised | 434 | |
Vested and expected to vest | 1,460 | |
Vested and exercisable | $ 743 |
SHARE-BASED COMPENSATION - Narr
SHARE-BASED COMPENSATION - Narrative (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2021 | Mar. 31, 2021 | |
Stock options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted-average grant date, fair value (USD per share) | $ 9.97 | |
Market-based Restricted Share Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of trading days where price is exceeded | 20 days | |
Number of consecutive trading days where price is exceeded | 30 days | |
Stock price target to be achieved (USD per share) | $ 12.50 | |
Market-based Restricted Share Units | Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock price target range (USD per share) | $ 12.50 | |
Market-based Restricted Share Units | Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock price target range (USD per share) | $ 15 |
SHARE-BASED COMPENSATION - Ac_2
SHARE-BASED COMPENSATION - Activity of Restricted Stock Units (Details) | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Time-based Restricted Share Units | |
Restricted Share Units | |
Non-vested, beginning balance (in shares) | shares | 78,634 |
Granted (in shares) | shares | 592,213 |
Vested (in shares) | shares | (12,824) |
Canceled/forfeited (in shares) | shares | (14,862) |
Non-vested, ending balance (in shares) | shares | 643,161 |
Weighted-Average Grant Date Fair Value | |
Non-vested, beginning price (USD per share) | $ / shares | $ 3.25 |
Granted (USD per share) | $ / shares | 12.61 |
Vested (USD per share) | $ / shares | 9.96 |
Canceled/forfeited (USD per share) | $ / shares | 7.50 |
Non-vested, ending price (USD per share) | $ / shares | $ 11.64 |
Market-based Restricted Share Units | |
Restricted Share Units | |
Non-vested, beginning balance (in shares) | shares | 0 |
Granted (in shares) | shares | 1,256,785 |
Vested (in shares) | shares | 0 |
Canceled/forfeited (in shares) | shares | (53,275) |
Non-vested, ending balance (in shares) | shares | 1,203,510 |
Weighted-Average Grant Date Fair Value | |
Non-vested, beginning price (USD per share) | $ / shares | $ 0 |
Granted (USD per share) | $ / shares | 13.06 |
Vested (USD per share) | $ / shares | 0 |
Canceled/forfeited (USD per share) | $ / shares | 13.65 |
Non-vested, ending price (USD per share) | $ / shares | $ 13.03 |
SHARE-BASED COMPENSATION - Weig
SHARE-BASED COMPENSATION - Weighted-average Assumptions (Details) - Market-based Restricted Share Units | 9 Months Ended |
Sep. 30, 2021$ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Grant date share price (USD per share) | $ 13.68 |
Risk-free interest rate | 0.50% |
Expected dividend yield | 0.00% |
Expected volatility | 90.00% |
Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected life (in years) | 2 years 4 months 24 days |
Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected life (in years) | 3 years 6 months |
REVENUE (Details)
REVENUE (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Revenue from Contract with Customer [Abstract] | ||
Deferred revenue, current | $ 653 | $ 870 |
Deferred revenue, noncurrent | $ 1,348 | $ 1,167 |
SEGMENT REPORTING - Narrative (
SEGMENT REPORTING - Narrative (Details) | 9 Months Ended |
Sep. 30, 2021Segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 2 |
SEGMENT REPORTING - Net Sales a
SEGMENT REPORTING - Net Sales and Segment Profit (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2021 | Sep. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | ||||||
Net sales | $ 4,031,000 | $ 3,917,000 | $ 11,180,000 | $ 8,770,000 | ||
Segment Profit (Loss) | 2,535,000 | 2,073,000 | 7,100,000 | 5,141,000 | ||
Non-cash share-based compensation | (8,137,000) | (1,202,000) | ||||
Depreciation and amortization | (337,000) | (534,000) | (1,440,000) | (1,251,000) | ||
Goodwill impairment | 0 | 0 | 0 | (1,682,000) | ||
Loss from operations | (9,684,000) | (4,711,000) | (27,055,000) | (21,210,000) | ||
Gain on debt extinguishment, net | (3,375,000) | 0 | (3,375,000) | 0 | ||
Loss on fair value of derivative instrument | 0 | 57,000 | 0 | 57,000 | ||
Gain on remeasurement of warrant liability | (9,065,000) | 0 | (5,390,000) | 0 | ||
Loss on investments | 0 | 58,000 | 0 | 318,000 | ||
Foreign exchange loss | 298,000 | 96,000 | 1,137,000 | 455,000 | ||
Interest expense | 485,000 | 1,204,000 | 2,383,000 | 2,993,000 | ||
Other expense, net | 964,000 | (20,000) | (123,000) | 28,000 | ||
Gain (loss) before loss from equity investment | 1,009,000 | (6,106,000) | (21,687,000) | (25,061,000) | ||
Long-lived assets | 29,665,000 | 29,665,000 | $ 25,680,000 | |||
Cannabinoid | ||||||
Segment Reporting Information [Line Items] | ||||||
Goodwill impairment | 0 | |||||
Non-Cannabinoid | ||||||
Segment Reporting Information [Line Items] | ||||||
Goodwill impairment | $ (1,682,000) | (1,682,000) | ||||
Operating Segments | ||||||
Segment Reporting Information [Line Items] | ||||||
Net sales | 4,031,000 | 3,917,000 | 11,180,000 | 8,770,000 | ||
Segment Profit (Loss) | (3,840,000) | (3,596,000) | (9,062,000) | (13,038,000) | ||
Operating Segments | Cannabinoid | ||||||
Segment Reporting Information [Line Items] | ||||||
Net sales | 901,000 | 1,136,000 | 2,157,000 | 1,531,000 | ||
Segment Profit (Loss) | (4,391,000) | (4,529,000) | (10,859,000) | (14,384,000) | ||
Long-lived assets | 29,513,000 | 29,513,000 | 25,485,000 | |||
Operating Segments | Non-Cannabinoid | ||||||
Segment Reporting Information [Line Items] | ||||||
Net sales | 3,130,000 | 2,781,000 | 9,023,000 | 7,239,000 | ||
Segment Profit (Loss) | 551,000 | 933,000 | 1,797,000 | 1,346,000 | ||
Long-lived assets | 136,000 | 136,000 | 176,000 | |||
Other | ||||||
Segment Reporting Information [Line Items] | ||||||
Unallocated corporate expenses | (2,243,000) | (92,000) | (8,416,000) | (4,037,000) | ||
Non-cash share-based compensation | (3,264,000) | (489,000) | (8,137,000) | (1,202,000) | ||
Depreciation and amortization | (337,000) | (534,000) | (1,440,000) | (1,251,000) | ||
Goodwill impairment | 0 | 0 | 0 | (1,682,000) | ||
Loss from operations | (9,684,000) | $ (4,711,000) | (27,055,000) | $ (21,210,000) | ||
Long-lived assets | $ 16,000 | $ 16,000 | $ 19,000 |
SEGMENT REPORTING - Revenues by
SEGMENT REPORTING - Revenues by Channel (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Segment Reporting Information [Line Items] | ||||
Revenue | $ 4,031 | $ 3,917 | $ 11,180 | $ 8,770 |
Mass retail | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 1,958 | 2,602 | 5,567 | 4,635 |
Specialty, health and other retail | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 277 | 97 | 852 | 1,007 |
Distributors | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 1,650 | 1,130 | 4,330 | 2,705 |
E-commerce | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | $ 146 | $ 88 | $ 431 | $ 423 |
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, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Earnings Per Share [Abstract] | ||||||||
Net income (loss) | $ 995 | $ (8,956) | $ (13,765) | $ (6,108) | $ (8,753) | $ (10,186) | $ (21,726) | $ (25,047) |
Net loss attributable to non-controlling interest | 0 | (1,014) | 0 | (2,662) | ||||
Net income (loss) per share attributable to Clever Leaves Holdings Inc. common shareholders - basic | 995 | (5,094) | (21,726) | (22,385) | ||||
Net income (loss) per share attributable to Clever Leaves Holdings Inc. common shareholders - diluted | $ 995 | $ (5,094) | $ (21,726) | $ (22,385) | ||||
Weighted-average common shares outstanding - basic (in shares) | 25,755,972 | 10,638,052 | 25,466,404 | 8,456,977 | ||||
Weighted-average common shares outstanding - diluted (in shares) | 25,755,972 | 10,638,052 | 25,466,404 | 8,456,977 | ||||
Net income (loss) per share attributable to Clever Leaves Holdings Inc. common shareholders - basic (USD per share) | $ 0.04 | $ (0.48) | $ (0.85) | $ (2.65) | ||||
Net income (loss) per share attributable to Clever Leaves Holdings Inc. common shareholders - diluted (USD per share) | $ 0.04 | $ (0.48) | $ (0.85) | $ (2.65) |
NET INCOME (LOSS) PER SHARE -_2
NET INCOME (LOSS) PER SHARE - Computation of Anti-dilutive Effect (Details) - shares | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 21,050,478 | 1,083,498 |
Common stock warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 17,840,951 | 0 |
SAMA earnout shares | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 570,211 | 0 |
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) | 792,646 | 1,083,498 |
Unvested restricted share units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 1,846,670 | 0 |
SUBSEQUENT EVENTS - Narrative (
SUBSEQUENT EVENTS - Narrative (Details) - USD ($) | 1 Months Ended | 3 Months Ended | ||
Nov. 10, 2021 | Sep. 30, 2021 | Nov. 09, 2021 | Jul. 19, 2021 | |
Subsequent Event [Line Items] | ||||
Convertible notes | $ 25,000,000 | |||
Convertible notes due 2024 | ||||
Subsequent Event [Line Items] | ||||
Debt conversion, converted instrument, amount | $ 4,361,000 | |||
Convertible notes | $ 20,846,000 | |||
Subsequent Event | Convertible notes due 2024 | ||||
Subsequent Event [Line Items] | ||||
Conversion (in shares) | 181,682 | |||
Debt conversion, converted instrument, amount | $ 1,199,000 | |||
Convertible notes | $ 19,647,000 |