Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2021 | May 13, 2021 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 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 | 489 Fifth Avenue | |
Entity Address, Address Line Two | 27th Floor | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10017 | |
City Area Code | 646 | |
Local Phone Number | 880-4382 | |
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 | |
Current Fiscal Year End Date | --12-31 | |
Entity Shell Company | false | |
Entity Central Index Key | 0001819615 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Entity Ex Transition Period | false | |
Common Shares | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 24,928,260 | |
Common Shares | The Nasdaq Stock Market LLC | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Common shares without par value | |
Trading Symbol | CLVR | |
Security Exchange Name | NASDAQ | |
Warrants, each warrant exercisable for one common share at an exercise price of $11.50 | The Nasdaq Stock Market LLC | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Warrants, each warrant exercisable for one common share at an exercise price of $11.50 | |
Trading Symbol | CLVRW | |
Security Exchange Name | NASDAQ | |
Non-voting | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 1,217,826 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Financial Position - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Current: | ||
Cash and cash equivalents | $ 68,724 | $ 79,107 |
Restricted cash | 451 | 353 |
Accounts receivable, net | 1,737 | 1,676 |
Prepaids, advances and other | 3,334 | 3,174 |
Other receivables | 1,552 | 1,306 |
Inventories, net | 11,555 | 10,190 |
Total current assets | 87,353 | 95,806 |
Investment – Cansativa | 1,542 | 1,553 |
Property, plant and equipment, net of accumulated depreciation of $3,915 and $3,356 for the three months ended March 31, 2021 and December 31, 2020, respectively | 27,336 | 25,680 |
Intangible assets, net | 23,889 | 24,279 |
Goodwill | 18,508 | 18,508 |
Other non-current assets | 59 | 52 |
Total Assets | 158,687 | 165,878 |
Current: | ||
Accounts payable | 3,430 | 4,429 |
Accrued expenses and other current liabilities | 3,447 | 4,865 |
Warrant liability | 23,912 | 19,061 |
Deferred revenue | 218 | 870 |
Total current liabilities | 31,007 | 29,225 |
Convertible notes | 27,266 | 27,142 |
Loans and borrowings | 7,924 | 6,701 |
Deferred revenue | 1,782 | 1,167 |
Deferred tax liabilities | 5,700 | 5,700 |
Other long-term liabilities | 563 | 693 |
Total Liabilities | 74,242 | 70,628 |
Shareholders’ equity | ||
Common shares, without par value, unlimited shares authorized: 25,583,588 and 24,883,024 shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively | 0 | 0 |
Preferred shares, without par value, unlimited shares authorized, nil shares issued and outstanding for each of March 31, 2021 and December 31, 2020 | 0 | 0 |
Additional paid-in capital | 167,224 | 164,264 |
Accumulated deficit | (82,779) | (69,014) |
Total equity attributable to shareholders | 84,445 | 95,250 |
Total liabilities and shareholders' equity | $ 158,687 | $ 165,878 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Financial Position (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Property, plant and equipment, accumulated depreciation | $ 3,915 | $ 3,356 |
Common stock, shares issued (in shares) | 25,583,588 | 24,883,024 |
Common stock, shares outstanding (in shares) | 25,583,588 | 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 and Comprehensive Loss - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Statement [Abstract] | ||
Revenue | $ 3,477,000 | $ 2,914,000 |
Cost of sales | (1,246,000) | (753,000) |
Gross profit | 2,231,000 | 2,161,000 |
Expenses | ||
General and administrative | 8,742,000 | 8,120,000 |
Sales and marketing | 678,000 | 1,181,000 |
Goodwill impairment | 0 | 1,682,000 |
Depreciation and amortization | 579,000 | 352,000 |
Total expenses | 9,999,000 | 11,335,000 |
Loss from operations | (7,768,000) | (9,174,000) |
Other Expense (Income), Net | ||
Interest expense, net | 978,000 | 836,000 |
Loss on remeasurement of warrant liability | 4,851,000 | 0 |
Loss on investments | 0 | 161,000 |
Loss on fair value of derivative instrument | 0 | 13,000 |
Foreign exchange loss | 759,000 | 48,000 |
Other (income) expenses, net | (602,000) | (57,000) |
Total other expense, net | 5,986,000 | 1,001,000 |
Loss before income taxes | (13,754,000) | (10,175,000) |
Incomes taxes | 0 | 0 |
Equity investment share of loss | 11,000 | 11,000 |
Net loss | (13,765,000) | (10,186,000) |
Net loss attributable to non-controlling interest | 0 | (904,000) |
Net loss attributable to Clever Leaves Holdings Inc. common shareholders | $ (13,765,000) | $ (9,282,000) |
Net loss per share attributable to Clever Leaves Holdings Inc. common shareholders - basic and diluted (USD per share) | $ (0.55) | $ (1.23) |
Weighted-average common shares outstanding - basic and diluted (in shares) | 25,030,080 | 8,304,030 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders’ Equity - USD ($) $ in Thousands | Total | As previously reported | Retroactive application of recapitalization | Common Shares | Common SharesAs previously reported | Common SharesRetroactive application of recapitalization | Preferred Shares | Preferred SharesAs previously reported | Preferred SharesRetroactive application of recapitalization | Additional Paid-in Capital | Additional Paid-in CapitalAs previously reported | Additional Paid-in CapitalRetroactive application of recapitalization | Retained Earnings/(Deficit) | Retained Earnings/(Deficit)As previously reported | Attributable to Non- controlling Interest | Attributable to Non- controlling InterestAs previously reported |
Beginning balance (in shares) at Dec. 31, 2019 | 8,304,030 | 19,266,609 | (10,962,579) | 0 | 5,988,957 | (5,988,957) | ||||||||||
Beginning balance at Dec. 31, 2019 | $ 50,193 | $ 50,193 | $ 0 | $ 0 | $ 2 | $ (2) | $ 0 | $ 1 | $ (1) | $ 77,431 | $ 77,428 | $ 3 | $ (31,933) | $ (31,933) | $ 4,695 | $ 4,695 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||
Stock-based compensation expenses | 416 | 416 | ||||||||||||||
Net loss | (10,186) | (9,282) | (904) | |||||||||||||
Ending balance (in shares) at Mar. 31, 2020 | 8,304,030 | 0 | ||||||||||||||
Ending balance at Mar. 31, 2020 | 40,423 | $ 0 | $ 0 | 77,847 | (41,215) | 3,791 | ||||||||||
Beginning balance (in shares) at Dec. 31, 2019 | 8,304,030 | 19,266,609 | (10,962,579) | 0 | 5,988,957 | (5,988,957) | ||||||||||
Beginning balance at Dec. 31, 2019 | 50,193 | $ 50,193 | $ 0 | $ 0 | $ 2 | $ (2) | $ 0 | $ 1 | $ (1) | 77,431 | $ 77,428 | $ 3 | (31,933) | $ (31,933) | 4,695 | $ 4,695 |
Ending balance (in shares) at Dec. 31, 2020 | 24,883,024 | 0 | ||||||||||||||
Ending balance at Dec. 31, 2020 | 95,250 | $ 0 | $ 0 | 164,264 | (69,014) | 0 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||
Stock-based compensation expenses | $ 1,550 | 1,550 | ||||||||||||||
Issuance of common shares upon vesting of RSUs (in shares) | 7,713 | |||||||||||||||
Founders earnout shares vested (in shares) | 570,212 | |||||||||||||||
Net loss | $ (13,765) | (13,765) | ||||||||||||||
Common shares issued for exercise of warrants (in shares) | 122,639 | |||||||||||||||
Common shares issued for exercise of warrants | 1,410 | 1,410 | ||||||||||||||
Ending balance (in shares) at Mar. 31, 2021 | 25,583,588 | 0 | ||||||||||||||
Ending balance at Mar. 31, 2021 | $ 84,445 | $ 0 | $ 0 | $ 167,224 | $ (82,779) | $ 0 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | ||
Operating Activities | |||
Net loss | $ (13,765,000) | $ (10,186,000) | |
Adjustments to reconcile to net cash used in operating activities: | |||
Depreciation and amortization | 795,000 | 352,000 | |
Loss on remeasurement of warrant liability | 4,851,000 | 0 | |
Foreign exchange loss | 759,000 | 61,000 | |
Share-based compensation expense | 1,550,000 | 416,000 | |
Goodwill impairment | 0 | 1,682,000 | |
Non-cash interest expense, net | 430,000 | 836,000 | |
Loss on investments | 0 | 161,000 | |
Loss on equity method investment, net | 11,000 | 11,000 | |
Loss on derivative instruments | 0 | 13,000 | |
Changes in operating assets and liabilities: | |||
Increase in accounts receivable | (61,000) | (51,000) | |
(Increase) decrease in prepaid expenses | (160,000) | 777,000 | |
(Increase) decrease in other receivable | (253,000) | 225,000 | |
Increase in inventory | (1,365,000) | (1,117,000) | |
(Decrease) increase in accounts payable and other current liabilities | (2,417,000) | 461,000 | |
Decrease in other non-current liabilities and other items | (1,002,000) | (862,000) | |
Net cash used in operating activities | (10,627,000) | (7,221,000) | |
Investing Activities | |||
Purchase of property, plant and equipment | (2,216,000) | (1,655,000) | |
Net cash used in investing activities | (2,216,000) | (1,655,000) | |
Financing Activities | |||
Proceeds from issuance of long term debt, net of issuance costs | 0 | 16,966,000 | |
Other borrowings | 1,223,000 | 0 | |
Proceeds from exercise of warrants | 1,410,000 | 0 | |
Net cash provided by financing activities | 2,633,000 | 16,966,000 | |
Effect of exchange rate changes on cash, cash equivalents & restricted cash | (75,000) | (13,000) | |
Decrease in cash, cash equivalents & restricted cash | [1] | (10,285,000) | 8,077,000 |
Cash, cash equivalents & restricted cash, beginning of period | [1] | 79,460,000 | 13,198,000 |
Cash, cash equivalents & restricted cash, end of period | [1] | 69,175,000 | 21,275,000 |
Supplemental schedule of cash flow information: | |||
Cash paid for interest | 548,000 | 0 | |
Cash paid for income taxes, net of refunds | $ 0 | $ 0 | |
[1] | These amounts include restricted cash of $451 and $18,100 as of March 31, 2021 and March 31, 2020, respectively. The March 31, 2021 restricted cash is comprised primarily of cash on deposit for certain lease arrangements. March 31, 2020 balance represents amounts on deposit from investors pending closing of the tranche 1 of the Series E financing round, as well as cash on deposit for certain lease arrangements. |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2021 | Mar. 31, 2020 |
Statement of Cash Flows [Abstract] | ||
Restricted cash | $ 451 | $ 18,100 |
CORPORATE INFORMATION
CORPORATE INFORMATION | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
CORPORATE INFORMATION | CORPORATE INFORMATION Clever Leaves Holdings Inc., (the “Company”) is a multi-national New York-based holding company focused on cannabinoids. In addition to the cannabinoid business, we are also engaged in the non-cannabinoid business of 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 489 Fifth Avenue, 27 th Floor, New York, NY 10017. 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 11. for more information. |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 3 Months Ended |
Mar. 31, 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 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 Annual Report on Form 10-K for the year ended December 31, 2020 ("2020 Form 10-K"). 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 March 31, 2021, as well as operating losses and negative cash flows from operations since inception and expects to continue to incur net losses for the foreseeable future until such time that it can generate significant revenues from the sale of its available inventories. The Company’s management believes that the Company’s current cash position, following the consummation of the Business Combination, 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. 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 are being 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. Global stock markets have also experienced increased volatility and, in certain cases, significant declines. 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. The duration and impact of the COVID-19 pandemic, as well as the effectiveness of government and central bank responses, remains unclear. It is not possible to reliably estimate the duration and severity of these consequences, nor their impact on the financial position and results of the Company for future periods. 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 at March 31, 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 | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
ACCOUNTING PRONOUNCEMENTS | ACCOUNTING PRONOUNCEMENTS 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 Company is currently evaluating the effect of adopting ASU No. 2019-12 and does not expect the ASU to have a 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 Adopted 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. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended |
Mar. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS The following table provides the fair value measurement hierarchy of the Company’s assets and liabilities, except for those assets and liabilities that are short term in nature and approximate the fair values, as of the periods presented: Level 1 Level 2 Level 3 Total As of March 31, 2021 Assets: Investment – Cansativa — — 1,542 1,542 Total Assets — — 1,542 1,542 Liabilities: Loans and borrowings — 7,924 — 7,924 Warrant liability — — 23,912 23,912 Convertible notes — 27,266 — 27,266 Total Liabilities $ — $ 35,190 $ 23,912 $ 59,102 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 three months ended March 31, 2021 and December 31, 2020, there were no transfers between fair value measurement levels. |
INVENTORY
INVENTORY | 3 Months Ended |
Mar. 31, 2021 | |
Inventory Disclosure [Abstract] | |
INVENTORY | INVENTORY Inventories are comprised of the following items as of the periods presented: March 31, December 31, Raw materials $ 1,083 $ 1,148 Work in progress – cultivated cannabis 66 1,482 Work in progress – harvested cannabis and extracts 2,670 274 Finished goods – cannabis extracts 7,478 7,003 Finished goods – other 258 283 Total $ 11,555 $ 10,190 |
INVESTMENTS
INVESTMENTS | 3 Months Ended |
Mar. 31, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | |
INVESTMENTS | INVESTMENTS Cansativa On December 21, 2018, the Company, through its subsidiary Northern Swan Deutschland Holdings, Inc., entered into a seed investment agreement with the existing stockholders of Cansativa GmbH (“Cansativa”), a German limited liability company primarily focused on the import and sale of cannabis products for medical use and related supplements and nutraceuticals. Prior to the Company’s investment, Cansativa’s registered and fully paid-in share capital amounted to 26,318 common shares. Under the investment agreement, the Company has agreed with the existing stockholders to invest up to EUR 7,000 in Cansativa in three separate tranches of, respectively, EUR 1,000, EUR 3,000 and up to a further EUR 3,000. The first EUR 1,000 (specifically, EUR 999.915, 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 996.819 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 999.915, approximately $1,075, which is comprised of EUR 3.096 for the initial nominal amount of the Seed Financing Round and EUR 996.819 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 3,000.06833 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 months ended March 31, 2021 the Company's share of net losses from the investment were $11. For the three months ended March 31, 2020 the Company's share of net earnings from the investment were $10. |
BUSINESS COMBINATIONS
BUSINESS COMBINATIONS | 3 Months Ended |
Mar. 31, 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 are 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 exchange 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 Note11. for more information on all capital stock issuances. |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 3 Months Ended |
Mar. 31, 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 three months ended March 31, 2021 and 2020 the Company recorded approximately $390 and $217, respectively, of amortization related to its finite-lived intangible assets. The following tables present details of the Company’s total intangible assets as of March 31, 2021 and December 31, 2020. The value of product formulation intangible asset is included in the value of Brand: March 31, 2021 Gross Accumulated Net Weighted- Finite-lived intangible assets: Customer contracts $ 925 $ 725 $ 200 0.2 Customer relationships 1,000 350 650 4.1 Customer list 650 249 401 3 Brand 4,516 878 3,638 8 Total finite-lived intangible assets $ 7,091 $ 2,202 $ 4,889 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 $ 2,202 $ 23,889 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 months ended March 31, 2021 and 2020, no impairment was recognized related to the carrying value of any of the Company’s finite or indefinite-lived intangible assets. 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 March 31, 2021: Estimated 2022 $ 1,728 2023 702 2024 585 2025 542 2026 542 Thereafter 790 Total $ 4,889 |
GOODWILL
GOODWILL | 3 Months Ended |
Mar. 31, 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 March 31, 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 months ended March 31, 2021. In accordance with ASC Topic 350, “ Intangibles – Goodwill and Other ,” the Company performs its annual impairment test as of December 31 of each year. 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 further indicators of impairment during the first quarter of 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. |
DEBT
DEBT | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT March 31, December 31, Series D Convertible Notes due March 2022 (a) $ 27,266 $ 27,142 Herbal Brands Loan due May 2023 and other borrowings 7,924 6,701 Ending balance $ 35,190 $ 33,843 ____________ (a) Net of debt issuance costs of $608 and $741 in 2021 and 2020, respectively. 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 bear interest of 8.00% per annum, payable quarterly in arrears, and are 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 are guaranteed by the Company’s subsidiaries and secured by 1,300,002 common shares of pledged equity interests in specific subsidiaries. A noteholder may 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 may issue financing securities (common shares) upon the exercise of the conversion options within each convertible note, 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 is 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 sand subsequent changes to their fair are not recognized; and 2) 2022 Convertible Notes are 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 recognized approximately $30,258 of Class C Preferred Shares and approximately $27,750 of Series D convertible debt on its statement of financial position. In March 2020, the Company amended certain terms of its 2022 Convertible Notes. As a result of this amendment the Company am ended the 2022 Convertible Notes to provide for an increase in the rate of interest payable on the principal amount to 10% and to provide that such interest may 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 is 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 2022 Convertible Notes at such time by issuing Holdco common shares to the noteholders at a price per share equal to 95% of the 10-Day VWAP; and (vi) at the option of each noteholder, in the event, following the Merger Effective Time, Clever Leaves, the Company or any of their respective affiliates proposes to issue equity securities for cash or cash equivalents (the “Equity Financing”) (save and except for certain exempt issuances) at any time after Clever Leaves, the Company or any of their respective affiliates completes one or more equity financings raising, in aggregate, net proceeds of $25,000 (net of reasonable fees, including reasonable accounting, advisory and legal fees, commissions and other out-of-pocket expenses and inclusive of net cash retained as a result of the Business Combination on the Merge Effective Time), convert an amount of principal and/or accrued interest owing under the 2022 Convertible Notes into subscriptions to purchase up to the noteholder’s pro rata share of 25% of the total securities issued under such Equity Financing on the same terms and conditions as such Equity Financing is offered to subscribers; provided, however, that if the noteholder does not elect to participate in such Equity Financing through the conversion of amounts owing under the 2022 Convertible Notes , then Clever Leaves shall be required to repay, in cash within five $11.00 to $30.62 per share. In connection with the November 2020 Amendments, the Required Holders (as that term is defined in the amended and restated intercreditor and collateral agency agreement, dated as of May 10, 2019, in respect of the 2022 Convertible Notes ) have 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 have 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 become 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 will be amended such that Holdco and certain of its subsidiaries, as the case may be, will, in connection with the Business Combination, pledge 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. 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 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. See Note 11. 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 parties agreed to defer the covenant testing under the Herbal Brands Loan until September 30, 2021. 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 three months ended March 31, 2021 and 2020, the Company recognized interest expense of approximately $202 and $157, respectively, and repaid approximately nil and nil, respectively, of the Herbal Brands Loan in accordance with the terms of the loan agreement. The Company expects to repay approximately $1,000 to $1,300 of the Herbal Brands Loan in 2021. 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 62,500 beginning February 28, 2022. As of March 31, 2021, the full amount borrowed was outstanding under the Portugal Line of Credit. |
CAPITAL STOCK
CAPITAL STOCK | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
CAPITAL STOCK | CAPITAL STOCK Common Shares As of March 31, 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. Preferred Shares As of March 31, 2021, the Company's amended and restated certificate of incorporation provided for an unlimited number of preferred shares without par value. As of March 31, 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 earnout 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. During the three months ended March 31, 2021, the condition for the first 50% of the share reserve was met and therefore 570,212 share are included in the Company's statement of shareholders equity. Warrants As of March 31, 2021, excluding the Rock Cliff warrants, the Company had outstanding 12,877,360 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. As of March 31, 2021, the Company received total proceeds of $1,410 from the exercise of 122,640 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 at March 31, 2021, the Company performed a valuation of the private warrants and as a result recorded a loss on remeasurement of approximately $4,851 in its statement of operations and comprehensive loss. 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 at March 31, 2021: March 31, 2021 Risk-free interest rate 1.00% Expected volatility 60 % Share price $ 10.29 Exercise price $ 11.50 Expiration date December 18, 2025 • The risk-free interest rate assumptions are was 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 and implied volatility of public warrants. 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 noteholders. The warrants vest when the 2022 Convertible Note issued to the warrantholder is converted into shares and expire on March 30, 2023. The warrants will be cancelled if the 2022 Convertible Note issued to the warrantholder is repaid. 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. In August 2020 and in connection with the Company's modification to the Herbal Brands Loan, the Company extended the expiration date of the Rock Cliff Warrants to May 3, 2023. Following the closing of the Business Combination and pursuant to the terms, the holder of the Rock Cliff Warrants can purchase 63,597 of the Company's common shares at a strike price of $26.73 per share. |
GENERAL AND ADMINISTRATION
GENERAL AND ADMINISTRATION | 3 Months Ended |
Mar. 31, 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 March 31, March 31, Salaries and benefits $ 3,326 $ 4,546 Office and administration 1,186 628 Professional fees 2,234 1,396 Share based compensation 1,550 416 Rent 260 465 Other 186 669 Total $ 8,742 $ 8,120 |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 3 Months Ended |
Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
SHARE-BASED COMPENSATION | SHARE-BASED COMPENSATION Clever Leaves Holdings Inc. 2020 Incentive Award Plan In connection with the Business Combination, the Company adopted the Clever Leaves Holdings Inc. 2020 Incentive Award Plan (the “2020 Plan”) which provides for the Company to grant incentive stock options, nonqualified stock options, restricted share units and other shares-based awards to its employees, directors, officers, outside advisors and non-employee consultants. As of March 31, 2021, the Company has reserved 2,813,215 common shares for issuance to its employees, directors, outside advisors and non-employee consultants pursuant to the 2020 Plan. Unless otherwise provided, at the time of grant, the options issued pursuant to the 2020 Plan generally expire ten years from the date of grant and generally vest over four years, with 25% of the award vesting in four equal installments. As of March 31, 2021 and December 31, 2020, 2,423,388 and 2,813,215 shares, respectively, were available for future grants of the Company’s common shares under the 2020 Plan. Clever Leaves Holdings Inc. 2020 Earnout Award Plan In connection with the Business Combination, the Company adopted the Clever Leaves Holdings Inc. 2020 Earnout Award Plan (the “Earnout Plan”). The purpose of the Earnout Plan is to provide equity awards following the Closing Date to certain directors, employees and consultants that have contributed to the Business Combination. Under the Earnout Plan, (i) shares constituting 50% of the share reserve will be issued only if the closing price of the Company's common shares on Nasdaq equals or exceeds $12.50 per share (as adjusted for shares splits, reverse splits, stock dividends, reorganizations, recapitalizations or any similar event) for any 20 trading days within any consecutive 30 trading day period on or before the second anniversary of the Closing, and (ii) shares constituting the remaining 50% of the share reserve will be issued only if the closing price of the Company's common shares on Nasdaq equals or exceeds $15.00 per share (as adjusted for stock splits, reverse splits, stock dividends, reorganizations, recapitalizations or any similar event) for any 20 trading days within any consecutive 30 trading day period on or before the fourth anniversary of the Closing. Equity awards granted prior to these hurdles being met will vest only if the applicable hurdles are achieved; equity awards granted following the hurdles being achieved need not include the hurdles. In addition, the Company’s board of directors may choose to impose additional vesting conditions. As of March 31, 2021 and December 31, 2020, 401,282 and 1,440,000 shares, respectively, were available for future grants of the Company’s common shares under the Earnout Plan. As of March 31, 2021, 1,038,718 shares have been granted under the Earnout Plan. The 2018 Plan, 2020 Plan, and Earnout Plan are administered by the Company’s board of directors or, at the discretion of the Company’s board of directors, by a committee thereof. The exercise prices, vesting and other restrictions are determined at the discretion of the Company’s board of directors, or its committee if so delegated. The Company’s board of directors values the Company’s common shares, taking into consideration the most recently available valuation thereof performed by third parties, as well as additional factors which may have changed since the date of the most recent contemporaneous valuation through the date of grant. Share-Based Award Valuation The following table presents the weighted-average assumptions used in the Black-Scholes-Merton option pricing model to determine the fair value of stock options and RSUs granted during periods presented: Three Months Ended March 31, 2021 Expected term 5.00 - 6.25 Risk-free interest rate 0.78 - 1.02% Expected dividend yield 0.0% Expected volatility 90 % Stock Options The following table summarizes the Company’s stock option activity since December 31, 2020: Stock Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Balance as at December 31, 2020 896,888 $ 5.22 3.96 $ 2,889 Granted 51,434 $ 14.40 9.92 Exercised — $ — — $ — Forfeited — $ — — Balance as at March 31, 2021 948,322 $ 6.15 4.06 $ 3,922 Vested and expected to vest as at March 31, 2021 937,041 $ 6.10 4.07 $ 3,923 Vested and exercisable as at March 31, 2021 494,776 $ 6.17 3.71 $ 2,102 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 three months ended March 31, 2021 was $10.60. Restricted Share Units Time-based Restricted Share Units The fair value for time-based RSUs is based on the closing price of the Company’s common shares on the grant date. The following table summarizes the changes in the Company’s time-based restricted share unit activity during the three months ended March 31, 2021: Restricted Share Units Weighted-Average Grant Date Fair Value Unvested as of December 31, 2020 78,634 $ 3.25 Granted 338,393 14.33 Vested (7,713) 14.40 Canceled/forfeited — — Unvested as of March 31, 2021 409,314 $ 12.47 The total fair value of time-based RSUs vested during the three months ended March 31, 2021 and 2020 was $111 and nil, respectively. Market-based Restricted Share Units During the three months ended March 31, 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 following table presents the weighted-average assumptions used in the Monte Carlo simulation model to determine the fair value of the market-based restricted share units granted in the three months ended March 31, 2021: Three Months Ended March 31, 2021 Grant date share price $ 14.40 Risk-free interest rate 0.5 % Expected dividend yield 0.0 % Expected volatility 90 % Expected life (in years) 1.8 - 3.8 The following table summarizes the changes in the Company’s market-based restricted share unit activity during the three months ended March 31, 2021: Restricted Share Units Weighted-Average Grant Date Fair Value Unvested as of December 31, 2020 — $ — Granted 1,038,718 13.89 Vested — — Canceled/forfeited — — Unvested as of March 31, 2021 1,038,718 $ 13.89 No market-based RSUs vested during the three months ended March 31, 2021 and no RSUs were granted during the three months ended March 31, 2020. Share-Based Compensation Expense During the three months ended March 31, 2021 and 2020, the Company recognized share-based compensation expense related to its stock options of $356 and $416, respectively, in general and administrative expense in the consolidated statement of operations. The stock-based compensation expense related to unvested stock option awards not yet recognized as of March 31, 2021 and 2020 was $2,472 and $370, respectively, which is expected to be recognized over a weighted-average period of 1.8 years and 2.5 years, respectively. During the three months ended March 31, 2021 and 2020, the Company recognized share-based compensation expense related to its RSUs of $1,194 and nil, respectively, in general and administrative expense in the consolidated statement of operations. The total compensation cost related to unvested RSU awards not yet recognized as of March 31, 2021 and 2020 was $18,602 and nil, respectively, which is expected to be recognized over a weighted-average period of 3.2 years and 0 years, respectively. The Company recognized total share-based compensation expense of $1,550 and $416 for the three months ended March 31, 2021 and 2020, respectively, in general and administrative expense in the consolidated statement of operations. Share-based compensation costs were not tax deductible for the periods presented. |
SEGMENT REPORTING
SEGMENT REPORTING | 3 Months Ended |
Mar. 31, 2021 | |
Segment Reporting [Abstract] | |
SEGMENT REPORTING | SEGMENT REPORTING Operating segments include components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker (the Company’s Chief Executive Officer, “CEO”) in deciding how to allocate resources and in assessing the Company’s performance. Operating segments for the Company are organized by product type and managed by segment managers who are responsible for the operating and financial results of each segment. Due to the similarities in the manufacturing and distribution processes for the Company’s products, much of the information provided in these consolidated financial statements and the footnotes to the consolidated financial statements, is similar to, or the same as, that information reviewed on a regular basis by the Company’s CEO. The Company’s management evaluates segment profit/loss for each of the Company’s operating segments. The Company defines segment profit/loss as income from continuing operations before interest, taxes, depreciation, amortization, share-based compensation expense, gains/losses on foreign currency fluctuations, gains/losses on the early extinguishment of debt and miscellaneous expenses. Segment profit/loss also excludes the impact of certain items that are not directly attributable to the reportable segments’ underlying operating performance. Such items are shown below in the table reconciling segment profit to consolidated income from continuing operations before income taxes. The Company does not have any material inter-segment sales. Information about total assets by segment is not disclosed because such information is not reported to or used by the Company’s CEO. Segment goodwill and other intangible assets, net, are disclosed in Note 9 and Note 8, respectively. As of March 31, 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 March 31, March 31, Segment Net Sales: Cannabinoid $ 677 $ 242 Non-Cannabinoid 2,800 2,672 Total Net Sales 3,477 2,914 Segment Profit (Loss): Cannabinoid (2,864) (5,401) Non-Cannabinoid 612 480 Total Segment Loss $ (2,252) $ (4,921) Reconciliation: Total Segment Loss (2,252) (4,921) Unallocated corporate expenses (3,387) (1,804) Non-cash share based compensation (1,550) (416) Depreciation and amortization (579) (352) Goodwill impairment — (1,682) Loss from operations $ (7,768) $ (9,174) Loss on fair value of derivative instrument — 13 Loss(gain) on remeasurement of warrant liability 4,851 — Loss on investments — 161 Foreign exchange loss 759 48 Interest expense 978 836 Miscellaneous, net (602) (57) Loss from operations before income taxes $ (13,754) $ (10,175) During the three months ended March 31, 2021 and 2020, revenues from GNC and its affiliates accounted for approximately 19% and 36% of the Company’s net sales; the net sales attributable to the GNC are reflected in the non-cannabinoid segment. During 2021 and 2020, the Company's net sales for the non-cannabinoid segment were in the U.S.; cannabinoid net sales were outside of the U.S., primarily in Colombia and Australia. March 31, December 31, Long-lived assets Cannabinoid $ 27,148 $ 25,485 Non-Cannabinoid 162 176 Other (a) 26 19 $ 27,336 $ 25,680 (a) “Other” includes long-lived assets primarily in the Company’s corporate offices. Long-lived assets consist of non-current assets other than goodwill; intangible assets, net; deferred tax assets; investments in unconsolidated subsidiaries and equity securities; and financial instruments. The Company’s largest markets in terms of long-lived assets are Colombia and Portugal. The following table disaggregates the Company’s revenues by channel for the for the periods presented: Three months ended March 31, March 31, Mass retail $ 1,888 $ 1,021 Specialty, health and other retail 225 312 Distributors 1,232 1,339 E-commerce 132 242 $ 3,477 $ 2,914 |
NET LOSS PER SHARE
NET LOSS PER SHARE | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
NET LOSS PER SHARE | NET 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 loss per share when their effect is dilutive. The following table sets forth the computation of basic and diluted net loss and the weighted average number of shares used in computing basic and diluted net loss per share: Three Months Ended March 31, 2021 March 31, 2020 Numerator: Net loss $ (13,765) $ (10,186) Denominator: Weighted-average common shares outstanding - basic and diluted 25,030,080 8,304,030 Net loss per share attributable to Clever Leaves Holdings Inc. common shareholders - basic and diluted $ (0.55) $ (1.23) The Company's potentially dilutive securities, which include common stock warrants, stock options, and unvested restricted stock have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share. Therefore, the weighted-average number of common shares outstanding used to calculate both basic and diluted net loss per share attributable to common shareholders is the same. The Company excluded the following potential common shares, presented based on amounts outstanding at March 31, 2021 and 2020, from the computation of diluted net loss per share attributable to common shareholders because including them would have had an anti-dilutive effect: March 31, 2021 March 31, 2020 Common stock warrants 17,850,460 — SAMA earnout shares 570,211 — Stock options 948,322 1,195,024 Unvested restricted share units 1,448,032 — Total 20,817,025 1,195,024 |
BASIS OF PRESENTATION (Policies
BASIS OF PRESENTATION (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
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 Company is currently evaluating the effect of adopting ASU No. 2019-12 and does not expect the ASU to have a 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 Adopted 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. |
Principles of Consolidation | The accompanying condensed consolidated financial statements include the accounts of the Company and its consolidated subsidiaries. |
BASIS OF PRESENTATION (Tables)
BASIS OF PRESENTATION (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Consolidated Entity Table | The following table provides a summary of the Company’s subsidiaries and respective ownership percentage at March 31, 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) | 3 Months Ended |
Mar. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following table provides the fair value measurement hierarchy of the Company’s assets and liabilities, except for those assets and liabilities that are short term in nature and approximate the fair values, as of the periods presented: Level 1 Level 2 Level 3 Total As of March 31, 2021 Assets: Investment – Cansativa — — 1,542 1,542 Total Assets — — 1,542 1,542 Liabilities: Loans and borrowings — 7,924 — 7,924 Warrant liability — — 23,912 23,912 Convertible notes — 27,266 — 27,266 Total Liabilities $ — $ 35,190 $ 23,912 $ 59,102 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 |
INVENTORY (Tables)
INVENTORY (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories are comprised of the following items as of the periods presented: March 31, December 31, Raw materials $ 1,083 $ 1,148 Work in progress – cultivated cannabis 66 1,482 Work in progress – harvested cannabis and extracts 2,670 274 Finished goods – cannabis extracts 7,478 7,003 Finished goods – other 258 283 Total $ 11,555 $ 10,190 |
BUSINESS COMBINATIONS (Tables)
BUSINESS COMBINATIONS (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Business Combinations [Abstract] | |
Schedule Of Reconciliation Of Elements Of Business Combination | The following table reconciles the elements of the Business Combination to the consolidated statement of cash flows and the consolidated statement of shareholders’ equity for the year ended December 31, 2020: Recapitalization Cash - SAMA trust and cash, net of redemptions $ 86,644 Cash - SAMA PIPE 6,000 Non-cash PIK (2,881) Cash assumed from SAMA 698 Cash consideration to certain Clever Leaves shareholders (3,057) Less: transaction costs and advisory fees (13,895) Net Business Combination $ 73,509 Non-cash PIK 2,881 Deferred issuance costs 1,503 Warranty liability (29,841) Net liabilities assumed from SAMA (258) Net contributions from Business Combination $ 47,794 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Indefinite-Lived Intangible Assets | The following tables present details of the Company’s total intangible assets as of March 31, 2021 and December 31, 2020. The value of product formulation intangible asset is included in the value of Brand: March 31, 2021 Gross Accumulated Net Weighted- Finite-lived intangible assets: Customer contracts $ 925 $ 725 $ 200 0.2 Customer relationships 1,000 350 650 4.1 Customer list 650 249 401 3 Brand 4,516 878 3,638 8 Total finite-lived intangible assets $ 7,091 $ 2,202 $ 4,889 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 $ 2,202 $ 23,889 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 March 31, 2021 and December 31, 2020. The value of product formulation intangible asset is included in the value of Brand: March 31, 2021 Gross Accumulated Net Weighted- Finite-lived intangible assets: Customer contracts $ 925 $ 725 $ 200 0.2 Customer relationships 1,000 350 650 4.1 Customer list 650 249 401 3 Brand 4,516 878 3,638 8 Total finite-lived intangible assets $ 7,091 $ 2,202 $ 4,889 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 $ 2,202 $ 23,889 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 March 31, 2021: Estimated 2022 $ 1,728 2023 702 2024 585 2025 542 2026 542 Thereafter 790 Total $ 4,889 |
GOODWILL (Tables)
GOODWILL (Tables) | 3 Months Ended |
Mar. 31, 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 March 31, 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 months ended March 31, 2021. |
DEBT (Tables)
DEBT (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | March 31, December 31, Series D Convertible Notes due March 2022 (a) $ 27,266 $ 27,142 Herbal Brands Loan due May 2023 and other borrowings 7,924 6,701 Ending balance $ 35,190 $ 33,843 ____________ (a) Net of debt issuance costs of $608 and $741 in 2021 and 2020, respectively. |
CAPITAL STOCK (Tables)
CAPITAL STOCK (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
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 at March 31, 2021: March 31, 2021 Risk-free interest rate 1.00% Expected volatility 60 % Share price $ 10.29 Exercise price $ 11.50 Expiration date December 18, 2025 • The risk-free interest rate assumptions are was 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 and implied volatility of public warrants. The following table presents the weighted-average assumptions used in the Monte Carlo simulation model to determine the fair value of the market-based restricted share units granted in the three months ended March 31, 2021: Three Months Ended March 31, 2021 Grant date share price $ 14.40 Risk-free interest rate 0.5 % Expected dividend yield 0.0 % Expected volatility 90 % Expected life (in years) 1.8 - 3.8 |
GENERAL AND ADMINISTRATION (Tab
GENERAL AND ADMINISTRATION (Tables) | 3 Months Ended |
Mar. 31, 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 March 31, March 31, Salaries and benefits $ 3,326 $ 4,546 Office and administration 1,186 628 Professional fees 2,234 1,396 Share based compensation 1,550 416 Rent 260 465 Other 186 669 Total $ 8,742 $ 8,120 |
SHARE-BASED COMPENSATION (Table
SHARE-BASED COMPENSATION (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The following table presents the weighted-average assumptions used in the Black-Scholes-Merton option pricing model to determine the fair value of stock options and RSUs granted during periods presented: Three Months Ended March 31, 2021 Expected term 5.00 - 6.25 Risk-free interest rate 0.78 - 1.02% Expected dividend yield 0.0% Expected volatility 90 % |
Schedule of Share-based Payment Arrangement, Option, Activity | The following table summarizes the Company’s stock option activity since December 31, 2020: Stock Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Balance as at December 31, 2020 896,888 $ 5.22 3.96 $ 2,889 Granted 51,434 $ 14.40 9.92 Exercised — $ — — $ — Forfeited — $ — — Balance as at March 31, 2021 948,322 $ 6.15 4.06 $ 3,922 Vested and expected to vest as at March 31, 2021 937,041 $ 6.10 4.07 $ 3,923 Vested and exercisable as at March 31, 2021 494,776 $ 6.17 3.71 $ 2,102 |
Schedule of Unvested Restricted Stock Units Roll Forward | The following table summarizes the changes in the Company’s time-based restricted share unit activity during the three months ended March 31, 2021: Restricted Share Units Weighted-Average Grant Date Fair Value Unvested as of December 31, 2020 78,634 $ 3.25 Granted 338,393 14.33 Vested (7,713) 14.40 Canceled/forfeited — — Unvested as of March 31, 2021 409,314 $ 12.47 The following table summarizes the changes in the Company’s market-based restricted share unit activity during the three months ended March 31, 2021: Restricted Share Units Weighted-Average Grant Date Fair Value Unvested as of December 31, 2020 — $ — Granted 1,038,718 13.89 Vested — — Canceled/forfeited — — Unvested as of March 31, 2021 1,038,718 $ 13.89 |
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 at March 31, 2021: March 31, 2021 Risk-free interest rate 1.00% Expected volatility 60 % Share price $ 10.29 Exercise price $ 11.50 Expiration date December 18, 2025 • The risk-free interest rate assumptions are was 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 and implied volatility of public warrants. The following table presents the weighted-average assumptions used in the Monte Carlo simulation model to determine the fair value of the market-based restricted share units granted in the three months ended March 31, 2021: Three Months Ended March 31, 2021 Grant date share price $ 14.40 Risk-free interest rate 0.5 % Expected dividend yield 0.0 % Expected volatility 90 % Expected life (in years) 1.8 - 3.8 |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | The following table is a comparative summary of the Company’s net sales and segment profit by reportable segment for the periods presented: Three months ended March 31, March 31, Segment Net Sales: Cannabinoid $ 677 $ 242 Non-Cannabinoid 2,800 2,672 Total Net Sales 3,477 2,914 Segment Profit (Loss): Cannabinoid (2,864) (5,401) Non-Cannabinoid 612 480 Total Segment Loss $ (2,252) $ (4,921) Reconciliation: Total Segment Loss (2,252) (4,921) Unallocated corporate expenses (3,387) (1,804) Non-cash share based compensation (1,550) (416) Depreciation and amortization (579) (352) Goodwill impairment — (1,682) Loss from operations $ (7,768) $ (9,174) Loss on fair value of derivative instrument — 13 Loss(gain) on remeasurement of warrant liability 4,851 — Loss on investments — 161 Foreign exchange loss 759 48 Interest expense 978 836 Miscellaneous, net (602) (57) Loss from operations before income taxes $ (13,754) $ (10,175) March 31, December 31, Long-lived assets Cannabinoid $ 27,148 $ 25,485 Non-Cannabinoid 162 176 Other (a) 26 19 $ 27,336 $ 25,680 |
Disaggregation of Revenue by Channel | The following table disaggregates the Company’s revenues by channel for the for the periods presented: Three months ended March 31, March 31, Mass retail $ 1,888 $ 1,021 Specialty, health and other retail 225 312 Distributors 1,232 1,339 E-commerce 132 242 $ 3,477 $ 2,914 |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table sets forth the computation of basic and diluted net loss and the weighted average number of shares used in computing basic and diluted net loss per share: Three Months Ended March 31, 2021 March 31, 2020 Numerator: Net loss $ (13,765) $ (10,186) Denominator: Weighted-average common shares outstanding - basic and diluted 25,030,080 8,304,030 Net loss per share attributable to Clever Leaves Holdings Inc. common shareholders - basic and diluted $ (0.55) $ (1.23) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The Company excluded the following potential common shares, presented based on amounts outstanding at March 31, 2021 and 2020, from the computation of diluted net loss per share attributable to common shareholders because including them would have had an anti-dilutive effect: March 31, 2021 March 31, 2020 Common stock warrants 17,850,460 — SAMA earnout shares 570,211 — Stock options 948,322 1,195,024 Unvested restricted share units 1,448,032 — Total 20,817,025 1,195,024 |
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) | Mar. 31, 2021 |
Clever Leaves US, Inc. | |
Segment Reporting Information [Line Items] | |
Ownership percentage | 100.00% |
NS US Holdings, Inc. | |
Segment Reporting Information [Line Items] | |
Ownership percentage | 100.00% |
Herbal Brands, Inc. | |
Segment Reporting Information [Line Items] | |
Ownership percentage | 100.00% |
1255096 B.C. Ltd. ("Newco") | |
Segment Reporting Information [Line Items] | |
Ownership percentage | 100.00% |
Northern Swan International, Inc. (“NSI”) | |
Segment Reporting Information [Line Items] | |
Ownership percentage | 100.00% |
Northern Swan Management, Inc. | |
Segment Reporting Information [Line Items] | |
Ownership percentage | 100.00% |
Northern Swan Deutschland Holdings, Inc. | |
Segment Reporting Information [Line Items] | |
Ownership percentage | 100.00% |
Northern Swan Portugal Holdings, Inc. | |
Segment Reporting Information [Line Items] | |
Ownership percentage | 100.00% |
Clever Leaves Portugal Unipessoal LDA | |
Segment Reporting Information [Line Items] | |
Ownership percentage | 100.00% |
Clever Leaves II Portugal Cultivation SA | |
Segment Reporting Information [Line Items] | |
Ownership percentage | 100.00% |
Northern Swan Europe, Inc. | |
Segment Reporting Information [Line Items] | |
Ownership percentage | 100.00% |
Nordschwan Holdings, Inc. | |
Segment Reporting Information [Line Items] | |
Ownership percentage | 100.00% |
Clever Leaves Germany GmbH | |
Segment Reporting Information [Line Items] | |
Ownership percentage | 100.00% |
NS Herbal Brands International, Inc. | |
Segment Reporting Information [Line Items] | |
Ownership percentage | 100.00% |
Herbal Brands, Ltd. | |
Segment Reporting Information [Line Items] | |
Ownership percentage | 100.00% |
Clever Leaves International, Inc. | |
Segment Reporting Information [Line Items] | |
Ownership percentage | 100.00% |
Eagle Canada Holdings, Inc. (“Eagle Canada”) | |
Segment Reporting Information [Line Items] | |
Ownership percentage | 100.00% |
Ecomedics S.A.S. (“Ecomedics”) | |
Segment Reporting Information [Line Items] | |
Ownership percentage | 100.00% |
Clever Leaves UK Limited | |
Segment Reporting Information [Line Items] | |
Ownership percentage | 100.00% |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Investment | $ 1,542 | $ 1,553 |
Total Assets | 1,542 | 1,553 |
Loans and borrowings | 7,924 | 6,701 |
Warrant liability | 23,912 | 19,061 |
Convertible notes | 27,266 | 27,142 |
Total Liabilities | 59,102 | 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 | 7,924 | 6,701 |
Warrant liability | 0 | 0 |
Convertible notes | 27,266 | 27,142 |
Total Liabilities | 35,190 | 33,843 |
Level 3 | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Total Assets | 1,542 | 1,553 |
Loans and borrowings | 0 | 0 |
Warrant liability | 23,912 | 19,061 |
Convertible notes | 0 | 0 |
Total Liabilities | 23,912 | 19,061 |
Cansativa | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Investment | 1,542 | 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 | 0 |
Cansativa | Level 3 | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Investment | $ 1,542 | $ 1,553 |
INVENTORY (Details)
INVENTORY (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Inventory [Line Items] | ||
Raw materials | $ 1,083 | $ 1,148 |
Total | 11,555 | 10,190 |
Cultivated Cannabis | ||
Inventory [Line Items] | ||
Work in progress | 66 | 1,482 |
Harvested Cannabis And Extracts | ||
Inventory [Line Items] | ||
Work in progress | 2,670 | 274 |
Cannabis Extracts | ||
Inventory [Line Items] | ||
Finished goods | 7,478 | 7,003 |
Other | ||
Inventory [Line Items] | ||
Finished goods | $ 258 | $ 283 |
INVESTMENTS - Narrative (Detail
INVESTMENTS - Narrative (Details) € / shares in Units, $ in Thousands | Dec. 21, 2018EUR (€) | Dec. 31, 2020USD ($) | Jan. 31, 2019EUR (€) | Mar. 31, 2021USD ($) | Mar. 31, 2020USD ($) | Sep. 30, 2020USD ($) | 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 | $ 1,542 | ||||||||||||
Goodwill | $ | 18,508 | 18,508 | ||||||||||||
Gain (loss) on investments | $ | 0 | $ 161 | ||||||||||||
Loss on equity method investment, net | $ | (11) | (11) | ||||||||||||
Preferred Shares | Cansativa | ||||||||||||||
Summary of Investment Holdings [Line Items] | ||||||||||||||
Shares issued, price per share (Euro per share) | € / shares | € 543.31 | |||||||||||||
Seed Financing Round | Cansativa | ||||||||||||||
Summary of Investment Holdings [Line Items] | ||||||||||||||
Shares issued (in shares) | shares | 3,096 | 3,096 | ||||||||||||
Investments, fully diluted pre-money valuation | € 8,500,000 | |||||||||||||
Seed Financing Round | Preferred Shares | Cansativa | ||||||||||||||
Summary of Investment Holdings [Line Items] | ||||||||||||||
Shares issued, price per share (Euro per share) | € / shares | € 322,970,000 | |||||||||||||
Cansativa | ||||||||||||||
Summary of Investment Holdings [Line Items] | ||||||||||||||
Investment | $ | 1,553 | 1,542 | ||||||||||||
Gain (loss) on investments | $ | $ 211 | |||||||||||||
Loss on equity method investment, net | $ | $ 11 | $ 10 | ||||||||||||
Cansativa | Common Shares | ||||||||||||||
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 | € 996,819,000 | ||||||||||||
Share price (Euro per share) | € / shares | € 1 | |||||||||||||
Investment | $ 1,075 | € 999,915,000 | ||||||||||||
Investments, initial amount | 3,096 | |||||||||||||
Investments, capital reverse payment | 996,819,000 | |||||||||||||
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 Shares | ||||||||||||||
Summary of Investment Holdings [Line Items] | ||||||||||||||
Percentage of interest held | 14.22% | 15.80% | ||||||||||||
Cansativa | Tranche One | ||||||||||||||
Summary of Investment Holdings [Line Items] | ||||||||||||||
Investments, gross | 1,000,000 | |||||||||||||
Cansativa | Tranche One | Seed Financing Round | ||||||||||||||
Summary of Investment Holdings [Line Items] | ||||||||||||||
Investments, gross | 1,075 | 999,915,000 | ||||||||||||
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 Shares | ||||||||||||||
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 | € 3,000,068.33000 | |||||||||||||
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 | Mar. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 17, 2020shares |
Business Acquisition [Line Items] | ||||
Total consideration transfered | $ 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 | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2019 | |
Finite-Lived Intangible Assets [Line Items] | |||
Amortization of intangible assets | $ 390,000 | $ 217,000 | |
Asset impairment charges | 0 | $ 0 | |
Licenses | |||
Indefinite-lived Intangible Assets [Line Items] | |||
Indefinite-lived intangible assets acquired | $ 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 | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 7,091 | $ 7,091 |
Accumulated Amortization | 2,202 | 1,812 |
Net Carrying Amount | 4,889 | 5,279 |
Indefinite-lived Intangible Assets [Line Items] | ||
Net Carrying Amount | 19,000 | 19,000 |
Gross Carrying Amount | 26,091 | 26,091 |
Accumulated Amortization | 2,202 | 1,812 |
Net Carrying Amount | 23,889 | 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 | 725 | 525 |
Net Carrying Amount | $ 200 | $ 400 |
Weighted- Average Useful Life (in Years) | 2 months 12 days | 6 months |
Indefinite-lived Intangible Assets [Line Items] | ||
Accumulated Amortization | $ 725 | $ 525 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 1,000 | 1,000 |
Accumulated Amortization | 350 | 304 |
Net Carrying Amount | $ 650 | $ 696 |
Weighted- Average Useful Life (in Years) | 4 years 1 month 6 days | 4 years 4 months 24 days |
Indefinite-lived Intangible Assets [Line Items] | ||
Accumulated Amortization | $ 350 | $ 304 |
Customer list | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 650 | 650 |
Accumulated Amortization | 249 | 217 |
Net Carrying Amount | $ 401 | $ 433 |
Weighted- Average Useful Life (in Years) | 3 years | 3 years 3 months 18 days |
Indefinite-lived Intangible Assets [Line Items] | ||
Accumulated Amortization | $ 249 | $ 217 |
Brand | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 4,516 | 4,516 |
Accumulated Amortization | 878 | 766 |
Net Carrying Amount | $ 3,638 | $ 3,750 |
Weighted- Average Useful Life (in Years) | 8 years | 8 years 3 months 18 days |
Indefinite-lived Intangible Assets [Line Items] | ||
Accumulated Amortization | $ 878 | $ 766 |
INTANGIBLE ASSETS - Amortizatio
INTANGIBLE ASSETS - Amortization Expense (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2022 | $ 1,728 | |
2023 | 702 | |
2024 | 585 | |
2025 | 542 | |
2026 | 542 | |
Thereafter | 790 | |
Net Carrying Amount | $ 4,889 | $ 5,279 |
GOODWILL - Changes of Goodwill
GOODWILL - Changes of Goodwill (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Goodwill [Roll Forward] | ||
Goodwill, beginning balance | $ 18,508,000 | |
Goodwill impairment | 0 | $ 1,682,000 |
Goodwill, ending balance | 18,508,000 | |
Cannabinoid | ||
Goodwill [Roll Forward] | ||
Goodwill, beginning balance | 18,508,000 | |
Goodwill impairment | 0 | |
Goodwill, ending balance | 18,508,000 | |
Non-Cannabinoid | ||
Goodwill [Roll Forward] | ||
Goodwill, beginning balance | 0 | |
Goodwill impairment | 1,682,000 | |
Goodwill, ending balance | $ 0 | $ 0 |
GOODWILL - Impairment Testing (
GOODWILL - Impairment Testing (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Goodwill [Line Items] | |||
Goodwill impairment | $ 0 | $ 1,682,000 | |
Goodwill | 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 | ||
Goodwill | $ 0 | $ 0 | $ 0 |
DEBT - Components of Debt (Deta
DEBT - Components of Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Long-term debt | $ 35,190 | $ 33,843 |
Series D Due March 2022 | ||
Debt Instrument [Line Items] | ||
Long-term debt | 27,266 | 27,142 |
Debt issuance costs, net | 608 | 741 |
Notes Due May 2023 and Other Borrowings | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 7,924 | $ 6,701 |
DEBT - Series D Convertible Not
DEBT - Series D Convertible Notes due March 2022 (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 18, 2020 | Mar. 31, 2019 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 17, 2020 | Mar. 31, 2020 |
Debt Instrument [Line Items] | ||||||
Loans and borrowings | $ 35,190 | $ 33,843 | ||||
Convertible notes | $ 27,266 | $ 27,142 | ||||
Series D Financing | Series C Preferred Stock | Preferred Shares | ||||||
Debt Instrument [Line Items] | ||||||
Loans and borrowings | $ 30,258 | |||||
Series D Financing | Series D Convertible Notes due March 2022 | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, face amount | $ 27,750 | |||||
Interest rate | 8.00% | 10.00% | ||||
Common stock shares, guaranteed and secured (in shares) | 1,300,002 | |||||
Convertible, common shares, minimum | $ 1,000 | |||||
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 | $ 27,750 | |||||
Series D Financing | Series D Convertible Notes due March 2022 | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Share price, trigger event (USD per share) | $ 13.54 | |||||
November 2020 Convertible Amendments | Series D Convertible Notes due March 2022 | ||||||
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 | |||||
Option, equity financing, pro rata share of total securities issued | 25.00% | |||||
Option not taken after equity financing, repayment period | 5 days | |||||
November 2020 Convertible Amendments | Series D Convertible Notes due March 2022 | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Periodic payment, interest | $ 2 |
DEBT - Herbal Brands Loan due M
DEBT - Herbal Brands Loan due May 2023 (Details) - USD ($) | Apr. 30, 2019 | Aug. 31, 2020 | Apr. 30, 2019 | Mar. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | |||||
Loans and borrowings | $ 7,924,000 | $ 6,701,000 | |||
Strike price (USD per share) | $ 11.50 | ||||
Herbal Brands, Inc. | Rock Cliff | |||||
Debt Instrument [Line Items] | |||||
Number of securities called by warrants or rights (in shares) | 63,597 | ||||
Strike price (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 | $ 2,338,000 | |||
Incremental interest rate | 4.00% | ||||
Debt issuance costs, net | $ 400,000 | ||||
Interest expense, debt | $ 202,000 | 157,000 | |||
Repayments of debt | 0 | $ 0 | |||
Herbal Brands, Inc. | Herbal Brands Loan, non-revolving | Minimum | |||||
Debt Instrument [Line Items] | |||||
Repayments of debt, expected to be paid | 1,000,000 | ||||
Herbal Brands, Inc. | Herbal Brands Loan, non-revolving | Maximum | |||||
Debt Instrument [Line Items] | |||||
Repayments of debt, expected to be paid | $ 1,300,000 |
DEBT - Other Borrowings (Detail
DEBT - Other Borrowings (Details) $ in Thousands | Feb. 28, 2022EUR (€) | Jan. 31, 2021EUR (€) | Mar. 31, 2021USD ($) | Dec. 31, 2020USD ($) |
Debt Instrument [Line Items] | ||||
Loans and borrowings | $ | $ 35,190 | $ 33,843 | ||
Foreign Line of Credit | Portugal | Clever Leaves Portugal Unipessoal LDA | ||||
Debt Instrument [Line Items] | ||||
Loans and borrowings | € 1,000,000 | |||
Foreign Line of Credit | Portugal | Clever Leaves Portugal Unipessoal LDA | Forecast | ||||
Debt Instrument [Line Items] | ||||
Periodic payment, principal | € 62,500,000 | |||
Foreign Line of Credit | Portugal | Clever Leaves Portugal Unipessoal LDA | Euro Interbank Offered Rate (Euribor) | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 300.00% |
CAPITAL STOCK - Business Combin
CAPITAL STOCK - Business Combination (Details) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021shares | Mar. 31, 2020shares | 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% | ||
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 Shares | |||
Class of Warrant or Right [Line Items] | |||
Founders earnout shares vested (in shares) | 570,212 | ||
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 | one | ||
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 Shares | |||
Class of Warrant or Right [Line Items] | |||
Recapitalization of stock, shares (in shares) | 9,654,721 | ||
Clever Leaves | Founders Stock | Schultze Special Purpose Acquisition Corp. | |||
Class of Warrant or Right [Line Items] | |||
Recapitalization of stock, shares (in shares) | 1,168,421 | ||
Clever Leaves | Common Shares | Schultze Special Purpose Acquisition Corp. | Common Shares | |||
Class of Warrant or Right [Line Items] | |||
Recapitalization of stock, shares (in shares) | 8,486,300 |
CAPITAL STOCK - Warrants (Detai
CAPITAL STOCK - Warrants (Details) $ / shares in Units, $ in Thousands | Apr. 30, 2019USD ($)$ / sharesshares | Apr. 30, 2019USD ($)$ / sharesshares | Mar. 31, 2021USD ($)$ / sharesshares | Mar. 31, 2020USD ($) | Aug. 31, 2020$ / sharesshares |
Class of Warrant or Right [Line Items] | |||||
Exercise price (USD per share) | $ / shares | $ 11.50 | ||||
Commencement period | 30 days | ||||
Redemption price of outstanding warrants (USD per share) | $ / shares | $ 0.01 | ||||
Adverse effect to holders, amendment, percentage of approval | 50.10% | ||||
Proceeds from exercise of warrants | $ | $ 1,410 | $ 0 | |||
Loss on remeasurement of warrant liability | $ | $ (4,851) | $ 0 | |||
Common stock warrants | |||||
Class of Warrant or Right [Line Items] | |||||
Warrant, outstanding (in shares) | 12,877,360 | ||||
Private warrant | |||||
Class of Warrant or Right [Line Items] | |||||
Warrant, outstanding (in shares) | 4,900,000 | ||||
Series D Preferred Stock | |||||
Class of Warrant or Right [Line Items] | |||||
Number of securities called by warrants or rights (in shares) | 9,509 | ||||
Rock Cliff | Herbal Brands, Inc. | |||||
Class of Warrant or Right [Line Items] | |||||
Exercise price (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 | $ 8.79 | |||
Number of securities called by warrants or rights (in shares) | 193,402 | 193,402 | |||
Conversion ratio | 1 | ||||
Class of warrant or right, fair value | $ | $ 717 | ||||
Common Shares | |||||
Class of Warrant or Right [Line Items] | |||||
Number of securities called by each warrant (in shares) | 1 | ||||
Common stock warrants | |||||
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 | ||||
Stock exercised or called during period (in shares) | 122,640 | ||||
Common stock warrants | Rock Cliff | Herbal Brands, Inc. | Series C Preferred Stock | |||||
Class of Warrant or Right [Line Items] | |||||
Class of warrant or right, fair value | $ | $ 717 | ||||
Common stock warrants | Minimum | |||||
Class of Warrant or Right [Line Items] | |||||
Share price (USD per share) | $ / shares | $ 18 |
CAPITAL STOCK - Warrants Assump
CAPITAL STOCK - Warrants Assumptions (Details) | 3 Months Ended |
Mar. 31, 2021$ / shares | |
Class of Warrant or Right [Line Items] | |
Share price (USD per share) | $ 10.29 |
Exercise price (USD per share) | $ 11.50 |
Risk-free interest rate | |
Class of Warrant or Right [Line Items] | |
Warrants and rights outstanding, measurement input | 1 |
Expected volatility | |
Class of Warrant or Right [Line Items] | |
Warrants and rights outstanding, measurement input | 0.60 |
GENERAL AND ADMINISTRATION (Det
GENERAL AND ADMINISTRATION (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
General and Administrative Expense [Abstract] | ||
Salaries and benefits | $ 3,326 | $ 4,546 |
Office and administration | 1,186 | 628 |
Professional fees | 2,234 | 1,396 |
Share based compensation | 1,550 | 416 |
Rent | 260 | 465 |
Other | 186 | 669 |
Total | $ 8,742 | $ 8,120 |
SHARE-BASED COMPENSATION - Narr
SHARE-BASED COMPENSATION - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share based compensation | $ 1,550 | $ 416 | |
Stock options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted-average grant date, fair value (USD per share) | $ 10.60 | ||
Share based compensation | $ 356 | 416 | |
Cost not yet recognized, amount | $ 2,472 | $ 370 | |
Cost not yet recognized, period for recognition | 1 year 9 months 18 days | 2 years 6 months | |
RSU | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share based compensation | $ 1,194 | $ 0 | |
Cost not yet recognized, amount | $ 18,602 | 0 | |
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 | ||
Time-based Restricted Share Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Fair value of units vested during period | $ 111 | $ 0 | |
Minimum | Market-based Restricted Share Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock price target range (USD per share) | $ 12.50 | ||
Weighted Average | RSU | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Cost not yet recognized, period for recognition | 3 years 2 months 12 days | 0 years | |
Maximum | Market-based Restricted Share Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock price target range (USD per share) | $ 15 | ||
Clever Leaves Holdings Inc. 2020 Incentive Award Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Issuance of common shares upon vesting of RSUs (in shares) | 2,813,215 | ||
Clever Leaves Holdings Inc. 2020 Incentive Award Plan | Common Shares | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expiration period | 10 years | ||
Vesting period | 4 years | ||
Shares available for grant (in shares) | 2,423,388 | 2,813,215 | |
Clever Leaves Holdings Inc. 2020 Incentive Award Plan | Common Shares | Installment, One | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting percentage | 25.00% | ||
Clever Leaves Holdings Inc. 2020 Incentive Award Plan | Common Shares | Installment, Two | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting percentage | 25.00% | ||
Clever Leaves Holdings Inc. 2020 Incentive Award Plan | Common Shares | Installment, Three | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting percentage | 25.00% | ||
Clever Leaves Holdings Inc. 2020 Incentive Award Plan | Common Shares | Installment, Four | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting percentage | 25.00% | ||
Clever Leaves Holdings Inc. 2020 Earnout Award Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of trading days where price is exceeded | 20 days | ||
Number of consecutive trading days where price is exceeded | 30 days | ||
Clever Leaves Holdings Inc. 2020 Earnout Award Plan | Threshold, One | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Percentage of share reserved for issuance | 50.00% | ||
Clever Leaves Holdings Inc. 2020 Earnout Award Plan | Threshold, One | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share price (USD per share) | $ 12.50 | ||
Clever Leaves Holdings Inc. 2020 Earnout Award Plan | Threshold, Two | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Percentage of remaining share reserved for issuance | 50.00% | ||
Clever Leaves Holdings Inc. 2020 Earnout Award Plan | Threshold, Two | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share price (USD per share) | $ 15 | ||
Clever Leaves Holdings Inc. 2020 Earnout Award Plan | Common Shares | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares available for grant (in shares) | 401,282 | 1,440,000 | |
Shares granted (in shares) | 1,038,718 |
SHARE-BASED COMPENSATION - Weig
SHARE-BASED COMPENSATION - Weighted-average Assumptions (Details) | 3 Months Ended |
Mar. 31, 2021$ / shares | |
Stock options | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected dividend yield | 0.00% |
Expected volatility | 90.00% |
Market-based Restricted Share Units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Grant date share price | $ 14.40 |
Risk-free interest rate | 0.50% |
Expected dividend yield | 0.00% |
Expected volatility | 90.00% |
Minimum | Stock options | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected term | 5 years |
Risk-free interest rate | 0.78% |
Minimum | Market-based Restricted Share Units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected term | 1 year 9 months 18 days |
Maximum | Stock options | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected term | 6 years 3 months |
Risk-free interest rate | 1.02% |
Maximum | Market-based Restricted Share Units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected term | 3 years 9 months 18 days |
SHARE-BASED COMPENSATION - Acti
SHARE-BASED COMPENSATION - Activity of Stock Options (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Stock Options | ||
Outstanding, beginning balance (in shares) | 896,888 | |
Granted (in shares) | 51,434 | |
Exercised (in shares) | 0 | |
Forfeited (in shares) | 0 | |
Outstanding, ending balance (in shares) | 948,322 | 896,888 |
Vested and expected to vest (in shares) | 937,041 | |
Vested and exercisable (in shares) | 494,776 | |
Weighted-Average Exercise Price | ||
Outstanding, beginning price (USD per share) | $ 5.22 | |
Granted price (USD per share) | 14.40 | |
Exercised price (USD per share) | 0 | |
Forfeited price (USD per share) | 0 | |
Outstanding, ending price (USD per share) | 6.15 | $ 5.22 |
Vested and expected to vest (USD per share) | 6.10 | |
Vested and exercisable (USD per share) | $ 6.17 | |
Weighted-Average Remaining Contractual Term (Years) and Aggregate Intrinsic Value | ||
Outstanding term | 4 years 21 days | 3 years 11 months 15 days |
Granted term | 9 years 11 months 1 day | |
Vested and expected to vest term | 4 years 25 days | |
Vested and exercisable term | 3 years 8 months 15 days | |
Outstanding | $ 3,922 | $ 2,889 |
Exercised | 0 | |
Vested and expected to vest | 3,923 | |
Vested and exercisable | $ 2,102 |
SHARE-BASED COMPENSATION - Ac_2
SHARE-BASED COMPENSATION - Activity of Restricted Stock Units (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Time-based Restricted Share Units | ||
Restricted Share Units | ||
Unvested, beginning balance (in shares) | 78,634 | |
Granted (in shares) | 338,393 | |
Vested (in shares) | (7,713) | |
Canceled/forfeited (in shares) | 0 | |
Unvested, ending balance (in shares) | 409,314 | |
Weighted-Average Grant Date Fair Value | ||
Unvested, beginning price (USD per share) | $ 3.25 | |
Granted (USD per share) | 14.33 | |
Vested (USD per share) | 14.40 | |
Canceled/forfeited (USD per share) | 0 | |
Unvested, ending price (USD per share) | $ 12.47 | |
Market-based Restricted Share Units | ||
Restricted Share Units | ||
Unvested, beginning balance (in shares) | 0 | |
Granted (in shares) | 1,038,718 | 0 |
Vested (in shares) | 0 | |
Canceled/forfeited (in shares) | 0 | |
Unvested, ending balance (in shares) | 1,038,718 | |
Weighted-Average Grant Date Fair Value | ||
Unvested, beginning price (USD per share) | $ 0 | |
Granted (USD per share) | 13.89 | |
Vested (USD per share) | 0 | |
Canceled/forfeited (USD per share) | 0 | |
Unvested, ending price (USD per share) | $ 13.89 |
SEGMENT REPORTING - Narrative (
SEGMENT REPORTING - Narrative (Details) - investor | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Segment Reporting Information [Line Items] | ||
Number of reportable segments | 2 | |
Revenue Benchmark | Customer Concentration Risk | GNC Holdings, Inc. | Non-Cannabinoid | ||
Segment Reporting Information [Line Items] | ||
Concentration risk, percentage | 19.00% | 36.00% |
SEGMENT REPORTING - Net Sales a
SEGMENT REPORTING - Net Sales and Segment Profit (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | |||
Net Sales | $ 3,477,000 | $ 2,914,000 | |
Segment Profit (Loss) | 2,231,000 | 2,161,000 | |
Non-cash share based compensation | (1,550,000) | (416,000) | |
Depreciation and amortization | (579,000) | (352,000) | |
Goodwill impairment | 0 | (1,682,000) | |
Loss from operations | (7,768,000) | (9,174,000) | |
Loss on fair value of derivative instrument | 0 | 13,000 | |
Loss on remeasurement of warrant liability | (4,851,000) | 0 | |
Loss on investments | 0 | 161,000 | |
Foreign exchange loss | 759,000 | 48,000 | |
Interest expense | 978,000 | 836,000 | |
Miscellaneous, net | (602,000) | (57,000) | |
Loss from operations before income taxes | (13,754,000) | (10,175,000) | |
Cannabinoid | |||
Segment Reporting Information [Line Items] | |||
Goodwill impairment | 0 | ||
Non-Cannabinoid | |||
Segment Reporting Information [Line Items] | |||
Goodwill impairment | (1,682,000) | ||
Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Net Sales | 3,477,000 | 2,914,000 | |
Segment Profit (Loss) | (2,252,000) | (4,921,000) | |
Long-lived assets | 27,336,000 | $ 25,680,000 | |
Operating Segments | Cannabinoid | |||
Segment Reporting Information [Line Items] | |||
Net Sales | 677,000 | 242,000 | |
Segment Profit (Loss) | (2,864,000) | (5,401,000) | |
Long-lived assets | 27,148,000 | 25,485,000 | |
Operating Segments | Non-Cannabinoid | |||
Segment Reporting Information [Line Items] | |||
Net Sales | 2,800,000 | 2,672,000 | |
Segment Profit (Loss) | 612,000 | 480,000 | |
Long-lived assets | 162,000 | 176,000 | |
Reconciliation | |||
Segment Reporting Information [Line Items] | |||
Segment Profit (Loss) | (2,252,000) | (4,921,000) | |
Unallocated corporate expenses | (3,387,000) | (1,804,000) | |
Non-cash share based compensation | (1,550,000) | (416,000) | |
Depreciation and amortization | (579,000) | (352,000) | |
Goodwill impairment | 0 | (1,682,000) | |
Loss from operations | (7,768,000) | (9,174,000) | |
Loss on fair value of derivative instrument | 0 | 13,000 | |
Loss on investments | 0 | 161,000 | |
Foreign exchange loss | 759,000 | 48,000 | |
Interest expense | 978,000 | 836,000 | |
Miscellaneous, net | (602,000) | (57,000) | |
Loss from operations before income taxes | (13,754,000) | $ (10,175,000) | |
Other | |||
Segment Reporting Information [Line Items] | |||
Long-lived assets | $ 26,000 | $ 19,000 |
SEGMENT REPORTING - Revenues by
SEGMENT REPORTING - Revenues by Channel (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Segment Reporting Information [Line Items] | ||
Revenue | $ 3,477 | $ 2,914 |
Mass retail | ||
Segment Reporting Information [Line Items] | ||
Revenue | 1,888 | 1,021 |
Specialty, health and other retail | ||
Segment Reporting Information [Line Items] | ||
Revenue | 225 | 312 |
Distributors | ||
Segment Reporting Information [Line Items] | ||
Revenue | 1,232 | 1,339 |
E-commerce | ||
Segment Reporting Information [Line Items] | ||
Revenue | $ 132 | $ 242 |
NET LOSS PER SHARE - Computatio
NET LOSS PER SHARE - Computation of Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Earnings Per Share [Abstract] | ||
Net loss | $ (13,765) | $ (10,186) |
Weighted-average common shares outstanding - basic and diluted (in shares) | 25,030,080 | 8,304,030 |
Net loss per share attributable to Clever Leaves Holdings Inc. common shareholders - basic and diluted (USD per share) | $ (0.55) | $ (1.23) |
NET LOSS PER SHARE - Computat_2
NET LOSS PER SHARE - Computation of Anti-dilutive Effect (Details) - shares | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 20,817,025 | 1,195,024 |
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) | 17,850,460 | 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) | 948,322 | 1,195,024 |
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) | 1,448,032 | 0 |