General form of registration statement for all companies including face-amount certificate companies

SEGMENT REPORTING

v3.21.2
SEGMENT REPORTING
6 Months Ended 12 Months Ended
Jun. 30, 2021
Dec. 31, 2020
Segment Reporting [Abstract]    
SEGMENT REPORTING

14. 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 June 30, 2021, the Company’s operations were organized in the following two reportable segments:

1.      The Cannabinoid operating segment: comprised of the Company’s cultivation, extraction, manufacturing and commercialization of cannabinoid products. This operating segment is in the early stages of commercializing cannabinoid products internationally pursuant to applicable international and domestic legislation, regulations, and other permits. The Company’s principal customers and sales for its products will initially be outside of the U.S.

2.      Non-Cannabinoid operating segment: comprised of the brands acquired as part of the Herbal Brands acquisition in April 2019. The segment is engaged in the business of formulating, manufacturing, marketing, selling, distributing, and otherwise commercializing homeopathic and other natural remedies, wellness products, detoxification products, nutraceuticals, and nutritional and dietary supplements. The Company’s principal customers for its Herbal Brands products include mass retailers, specialty and health retailer and distributors in the U.S.

The following table is a comparative summary of the Company’s net sales and segment profit by reportable segment for the periods presented:

 

Six Months Ended

 

Three Months Ended

   

June 30,
2021

 

June 30,
2020

 

June 30,
2021

 

June 30,
2020

Segment Net Sales:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cannabinoid

 

$

1,256

 

 

$

395

 

 

$

579

 

 

$

153

 

Non-Cannabinoid

 

 

5,893

 

 

 

4,458

 

 

 

3,093

 

 

 

1,786

 

Total Net Sales

 

 

7,149

 

 

 

4,853

 

 

 

3,672

 

 

 

1,939

 

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Segment Profit (Loss):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cannabinoid

 

 

(6,468

)

 

 

(9,855

)

 

 

(3,604

)

 

 

(4,454

)

Non-Cannabinoid

 

 

1,246

 

 

 

413

 

 

 

634

 

 

 

(67

)

Total Segment Loss

 

$

(5,222

)

 

$

(9,442

)

 

$

(2,970

)

 

$

(4,521

)

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reconciliation:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Segment Loss

 

 

(5,222

)

 

 

(9,442

)

 

 

(2,970

)

 

 

(4,521

)

Unallocated corporate expenses

 

 

(6,173

)

 

 

(3,945

)

 

 

(2,786

)

 

 

(2,141

)

Non-cash share based compensation

 

 

(4,873

)

 

 

(713

)

 

 

(3,323

)

 

 

(297

)

Depreciation and amortization

 

 

(1,103

)

 

 

(717

)

 

 

(524

)

 

 

(365

)

Goodwill impairment

 

 

 

 

 

(1,682

)

 

 

 

 

 

 

Loss from operations

 

$

(17,371

)

 

$

(16,499

)

 

$

(9,603

)

 

$

(7,325

)

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss on fair value of derivative instrument

 

 

 

 

 

 

 

 

 

 

 

(13

)

Loss(gain) on remeasurement of warrant liability

 

 

3,675

 

 

 

 

 

 

(1,176

)

 

 

 

Loss on investments

 

 

 

 

 

228

 

 

 

 

 

 

67

 

Foreign exchange loss

 

 

839

 

 

 

359

 

 

 

80

 

 

 

311

 

Interest expense

 

 

1,898

 

 

 

1,789

 

 

 

920

 

 

 

953

 

Miscellaneous, net

 

 

(1,087

)

 

 

48

 

 

 

(485

)

 

 

105

 

Loss before loss from equity investment

 

$

(22,696

)

 

$

(18,923

)

 

$

(8,942

)

 

$

(8,748

)

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, Israel, Brazil and Australia.

 

June 30,
2021

 

December 31, 2020

Long-lived assets

 

 

   

 

 

Cannabinoid

 

$

28,528

 

$

25,485

Non-Cannabinoid

 

 

151

 

 

176

Other(a)

 

 

25

 

 

19

   

$

28,704

 

$

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 periods presented:

 

Six Months Ended

 

Three Months Ended

   

June 30,
2021

 

June 30,
2020

 

June 30,
2021

 

June 30,
2020

Mass retail

 

$

3,609

 

$

2,033

 

$

1,721

 

$

1,012

Specialty, health and other retail

 

 

575

 

 

910

 

 

350

 

 

598

Distributors

 

 

2,680

 

 

1,575

 

 

1,448

 

 

236

E-commerce

 

 

285

 

 

335

 

 

153

 

 

93

   

$

7,149

 

$

4,853

 

$

3,672

 

$

1,939

17. 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 10. Goodwill and Note 9. Intangible Assets, respectively.

As of December 31, 2020, 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 for by reportable segment for the periods presented:

 

Year ended

   

December 31, 2020
(Restated)(a)

 

December 31, 2019

Segment Net Sales:

 

 

 

 

 

 

 

 

Cannabinoid

 

$

2,511

 

 

$

133

 

Non-Cannabinoid

 

 

9,606

 

 

 

7,701

 

Total Net Sales

 

 

12,117

 

 

 

7,834

 

   

 

 

 

 

 

 

 

Segment Profit (Loss):

 

 

 

 

 

 

 

 

Cannabinoid

 

 

(18,798

)

 

 

(25,250

)

Non-Cannabinoid

 

 

1,863

 

 

 

614

 

Total Loss

 

$

(16,935

)

 

$

(24,636

)

   

 

 

 

 

 

 

 

Reconciliation:

 

 

 

 

 

 

 

 

Total Segment Loss

 

 

(16,935

)

 

 

(24,636

)

Unallocated corporate expenses

 

 

(6,405

)

 

 

(5,887

)

Non-cash share based compensation

 

 

(1,652

)

 

 

(1,522

)

Depreciation and amortization

 

 

(1,854

)

 

 

(1,480

)

Herbal Brands acquisition related charges

 

 

 

 

 

(3,015

)

Goodwill impairment

 

 

(1,682

)

 

 

 

Loss from operations

 

$

(28,528

)

 

$

(36,540

)

   

 

 

 

 

 

 

 

Loss on debt extinguishment

 

 

2,360

 

 

 

3,374

 

Gain on remeasurement of warrant liability

 

 

(10,780

)

 

 

 

Loss on fair value of derivative instrument

 

 

657

 

 

 

421

 

Loss on investments

 

 

464

 

 

 

756

 

Foreign exchange loss

 

 

491

 

 

 

1,575

 

Interest expense

 

 

4,455

 

 

 

2,684

 

Miscellaneous, net

 

 

(284

)

 

 

534

 

Loss from operations before income taxes

 

$

(25,891

)

 

$

(45,884

)

During 2020, revenues from GNC and its affiliates accounted for approximately 10.1% of the Company’s net sales; the net sales attributable to the GNC are reflected in the non-cannabinoid segment. During 2019, GNC and its affiliates and Pattern, Inc. accounted for approximately 32% and 12%, respectively, of the Company’s total net sales and were reflected in the non-cannabinoid segment net sales. During 2020 and 2019, the Company’s net sales for the cannabinoid segment were in the U.S.; non-cannabinoid net sales were outside of the U.S., primarily in Colombia.

 

December 31, 2020

 

December 31, 2019

Long-lived assets

 

 

   

 

 

Cannabinoid

 

$

25,485

 

$

24,209

Non-Cannabinoid

 

 

176

 

 

207

Other(a)

 

 

19

 

 

16

   

$

25,680

 

$

24,432

____________

(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:

 

Year ended

   

December 31, 2020

 

December 31, 2019

Mass retail

 

$

6,879

 

$

3,318

Specialty, health and other retail

 

 

689

 

 

1,235

Distributors

 

 

4,036

 

 

2,397

E-commerce

 

 

513

 

 

885

   

$

12,117

 

$

7,834