Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2019 | Aug. 13, 2019 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | TLRY | |
Entity Registrant Name | Tilray, Inc. | |
Entity Central Index Key | 0001731348 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Emerging Growth Company | true | |
Entity Small Business | true | |
Entity Ex Transition Period | false | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | false | |
Entity File Number | 001-38594 | |
Entity Tax Identification Number | 824310622 | |
Entity Address, Address Line One | 1100 Maughan Road | |
Entity Address, City or Town | Nanaimo | |
Entity Address, State or Province | BC | |
Entity Address, Country | Canada | |
Entity Address, Postal Zip Code | V9X IJ2 | |
City Area Code | 844 | |
Local Phone Number | 845-7291 | |
Class 1 Common Stock [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 16,666,667 | |
Class 2 Common Stock [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 80,978,296 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Current assets | ||
Cash and cash equivalents | $ 184,551 | $ 487,255 |
Short-term investments | 36,323 | 30,335 |
Accounts receivable, net of allowance for doubtful accounts of $1,854 and $292, respectively | 24,612 | 16,525 |
Other receivables | 1,195 | 969 |
Inventory | 75,317 | 16,211 |
Prepaid expenses and other current assets | 36,633 | 3,007 |
Total current assets | 358,631 | 554,302 |
Property and equipment, net | 147,558 | 80,214 |
Intangible assets, net | 331,983 | 4,486 |
Goodwill | 154,954 | |
Investments | 23,195 | 16,911 |
Deposits and other assets | 7,810 | 754 |
Total assets | 1,024,131 | 656,667 |
Current liabilities | ||
Accounts payable | 24,368 | 10,649 |
Accrued expenses and other current liabilities | 151,288 | 14,818 |
Accrued obligations under capital lease | 252 | 470 |
Total current liabilities | 175,908 | 25,937 |
Accrued obligations under capital lease | 9,032 | 8,286 |
Deferred tax liability | 53,624 | 4,424 |
Convertible Notes, net of issuance cost | 425,400 | 420,367 |
Total liabilities | 663,964 | 459,014 |
Stockholders’ equity | ||
Additional paid-in capital | 526,830 | 302,057 |
Accumulated other comprehensive income | 6,858 | 3,763 |
Accumulated deficit | (173,531) | (108,177) |
Total stockholders’ equity | 360,167 | 197,653 |
Total liabilities and stockholders’ equity | 1,024,131 | 656,667 |
Class 1 common stock [Member] | ||
Stockholders’ equity | ||
Common stock value | 2 | 2 |
Class 2 common stock [Member] | ||
Stockholders’ equity | ||
Common stock value | $ 8 | $ 8 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Allowance for Doubtful Accounts Receivable | $ 1,854 | $ 292 |
Class 1 common stock [Member] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 16,666,667 | 16,666,667 |
Common stock, shares outstanding | 16,666,667 | 16,666,667 |
Class 2 common stock [Member] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 80,690,864 | 76,504,200 |
Common stock, shares outstanding | 80,690,864 | 76,504,200 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Net Loss and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Revenue | $ 45,904 | $ 9,744 | $ 68,942 | $ 17,552 |
Cost of sales | 33,631 | 5,567 | 51,284 | 9,479 |
Gross profit | 12,273 | 4,177 | 17,658 | 8,073 |
General and administrative expenses | 16,465 | 5,342 | 29,262 | 9,487 |
Sales and marketing expenses | 14,366 | 3,305 | 22,187 | 5,568 |
Depreciation and amortization expense | 2,385 | 281 | 4,248 | 503 |
Stock-based compensation expense | 7,585 | 5,601 | 12,891 | 5,632 |
Research and development expenses | 1,528 | 639 | 2,576 | 1,614 |
Acquisition and integration expenses | 2,464 | 6,888 | ||
Operating loss | (32,520) | (10,991) | (60,394) | (14,731) |
Foreign exchange (gain) loss, net | (1,611) | 1,358 | (1,432) | 2,504 |
Interest expense, net | 8,586 | 497 | 17,331 | 913 |
Other income, net | (2,035) | (76) | (4,380) | (197) |
Loss before income taxes | (37,248) | (12,770) | (71,566) | (17,951) |
Deferred income tax recovery | (2,642) | (6,419) | ||
Current income tax expense | 447 | 63 | 207 | 63 |
Net loss | $ (35,053) | $ (12,833) | $ (65,354) | $ (18,014) |
Net loss per share - basic and diluted | $ (0.36) | $ (0.17) | $ (0.68) | $ (0.24) |
Weighted average shares used in computation of net loss per share - basic and diluted | 97,231,839 | 75,000,000 | 96,037,142 | 75,000,000 |
Net loss | $ (35,053) | $ (12,833) | $ (65,354) | $ (18,014) |
Foreign currency translation gain (loss) | 2,924 | (86) | 2,449 | (87) |
Unrealized (loss) gain on cash equivalents and investments | (762) | 646 | ||
Other comprehensive income (loss) | 2,162 | (86) | 3,095 | (87) |
Comprehensive loss | (32,891) | $ (12,919) | (62,259) | $ (18,101) |
ABG Intermediate Holdings Two LLC | ||||
Finance income from ABG Profit Participation Arrangement | $ (212) | $ (347) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Natura [Member] | Manitoba Harvest [Member] | ABG [Member] | Convertible Preferred Shares [Member] | Common Stock [Member] | Common Stock [Member]Natura [Member] | Common Stock [Member]Manitoba Harvest [Member] | Common Stock [Member]ABG [Member] | Additional Paid-In Capital [Member] | Additional Paid-In Capital [Member]Natura [Member] | Additional Paid-In Capital [Member]Manitoba Harvest [Member] | Additional Paid-In Capital [Member]ABG [Member] | Accumulated Other Comprehensive Income [Member] | Accumulated Deficit [Member] |
Beginning Balance at Dec. 31, 2017 | $ (4,852) | $ 0 | $ 31,736 | $ 3,866 | $ (40,454) | ||||||||||
Shares issued for convertible preferred stock, net of issuance costs | 52,640 | $ 1 | 52,639 | ||||||||||||
Shares issued for convertible preferred stock, net of issuance costs, Shares | 7,794,042 | ||||||||||||||
Shares issued for common stock, net of issuance costs | 8 | $ 8 | |||||||||||||
Shares issued for common stock, net of issuance costs, Shares | 75,000,000 | ||||||||||||||
Stock-based compensation expense | 31 | 31 | |||||||||||||
Other comprehensive income (loss) | (1) | (1) | |||||||||||||
Net loss | (5,181) | (5,181) | |||||||||||||
Ending Balance at Mar. 31, 2018 | 42,645 | $ 1 | $ 8 | 84,406 | 3,865 | (45,635) | |||||||||
Ending Balance, Shares at Mar. 31, 2018 | 7,794,042 | 75,000,000 | |||||||||||||
Beginning Balance at Dec. 31, 2017 | (4,852) | $ 0 | 31,736 | 3,866 | (40,454) | ||||||||||
Other comprehensive income (loss) | (87) | ||||||||||||||
Net loss | (18,014) | ||||||||||||||
Ending Balance at Jun. 30, 2018 | 35,327 | $ 1 | $ 8 | 90,007 | 3,779 | (58,468) | |||||||||
Ending Balance, Shares at Jun. 30, 2018 | 7,794,042 | 75,000,000 | |||||||||||||
Beginning Balance at Mar. 31, 2018 | 42,645 | $ 1 | $ 8 | 84,406 | 3,865 | (45,635) | |||||||||
Beginning Balance, Shares at Mar. 31, 2018 | 7,794,042 | 75,000,000 | |||||||||||||
Stock-based compensation expense | 5,601 | 5,601 | |||||||||||||
Other comprehensive income (loss) | (86) | (86) | |||||||||||||
Net loss | (12,833) | (12,833) | |||||||||||||
Ending Balance at Jun. 30, 2018 | 35,327 | $ 1 | $ 8 | 90,007 | 3,779 | (58,468) | |||||||||
Ending Balance, Shares at Jun. 30, 2018 | 7,794,042 | 75,000,000 | |||||||||||||
Beginning Balance at Dec. 31, 2018 | 197,653 | $ 10 | 302,057 | 3,763 | (108,177) | ||||||||||
Beginning Balance, Shares at Dec. 31, 2018 | 93,170,867 | ||||||||||||||
Shares issued value | $ 15,100 | $ 96,844 | $ 125,097 | $ 15,100 | $ 96,844 | $ 125,097 | |||||||||
Shares issued, shares | 180,332 | 1,209,946 | 1,680,214 | ||||||||||||
Receivable for ABG Profit Participation Arrangement, net of finance income | $ (30,292) | $ (30,292) | |||||||||||||
Shares issued under stock-based compensation plans | 931 | 931 | |||||||||||||
Shares issued under stock-based compensation plans, shares | 545,000 | ||||||||||||||
Shares issued for employee compensation | 649 | 649 | |||||||||||||
Shares issued for employee compensation, shares | 11,868 | ||||||||||||||
Stock-based compensation expense | 5,306 | 5,306 | |||||||||||||
Other comprehensive income (loss) | 933 | 933 | |||||||||||||
Net loss | (30,301) | (30,301) | |||||||||||||
Ending Balance at Mar. 31, 2019 | 381,920 | $ 10 | 515,692 | 4,696 | (138,478) | ||||||||||
Ending Balance, Shares at Mar. 31, 2019 | 96,798,227 | ||||||||||||||
Beginning Balance at Dec. 31, 2018 | 197,653 | $ 10 | 302,057 | 3,763 | (108,177) | ||||||||||
Beginning Balance, Shares at Dec. 31, 2018 | 93,170,867 | ||||||||||||||
Other comprehensive income (loss) | 3,095 | ||||||||||||||
Net loss | (65,354) | ||||||||||||||
Ending Balance at Jun. 30, 2019 | 360,167 | $ 10 | 526,830 | 6,858 | (173,531) | ||||||||||
Ending Balance, Shares at Jun. 30, 2019 | 97,357,531 | ||||||||||||||
Beginning Balance at Mar. 31, 2019 | 381,920 | $ 10 | 515,692 | 4,696 | (138,478) | ||||||||||
Beginning Balance, Shares at Mar. 31, 2019 | 96,798,227 | ||||||||||||||
Shares issued value | 70 | 70 | |||||||||||||
Shares issued, shares | 28,361 | ||||||||||||||
Shares issued under stock-based compensation plans | 3,483 | 3,483 | |||||||||||||
Shares issued under stock-based compensation plans, shares | 530,943 | ||||||||||||||
Stock-based compensation expense | 7,585 | 7,585 | |||||||||||||
Other comprehensive income (loss) | 2,162 | 2,162 | |||||||||||||
Net loss | (35,053) | (35,053) | |||||||||||||
Ending Balance at Jun. 30, 2019 | $ 360,167 | $ 10 | $ 526,830 | $ 6,858 | $ (173,531) | ||||||||||
Ending Balance, Shares at Jun. 30, 2019 | 97,357,531 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2019 | Jun. 30, 2018 | |
Operating activities | |||
Net loss | $ (35,053) | $ (65,354) | $ (18,014) |
Adjusted for the following items: | |||
Foreign currency (gain) loss | (88) | 2,450 | |
Provision for doubtful accounts | 795 | ||
Inventory write-downs | 201 | 525 | 703 |
Depreciation and amortization expense | 5,755 | 1,148 | |
Stock-based compensation expense | 7,585 | 12,891 | 5,632 |
Non-cash interest expense | 141 | 509 | |
Loss (gain) on disposal of property and equipment, net | 112 | (2) | |
Deferred taxes | (2,642) | (6,419) | |
Amortization of discount on Convertible Notes | 5,033 | ||
Changes in non-cash working capital: | |||
Accounts receivable | (1,993) | (840) | |
Other receivables | (226) | (2,701) | |
Inventory | (38,729) | (428) | |
Prepaid expenses and other current assets | (31,963) | (1,033) | |
Accounts payable | 692 | 8,019 | |
Due to related parties | (852) | ||
Accrued expenses and other current liabilities | 9,453 | 1,652 | |
Net cash used in operating activities | (110,227) | (2,905) | |
Investing activities | |||
Investment in joint venture with AB InBev | (6,134) | ||
Change in deposits and other assets | 314 | (23) | |
Purchases of short-term and non-current investments | (8,380) | (29,394) | |
Proceeds from sale and maturities of short-term investments | 29,393 | ||
Purchases of property and equipment | (26,263) | (28,237) | |
Disposals of property and equipment | 11 | ||
Purchases of intangible assets | (367) | (703) | |
Net cash used in investing activities | (198,577) | (28,953) | |
Financing activities | |||
Advances under Privateer debt and construction facilities | 3,810 | ||
Minimum lease payments under capital lease | (377) | (339) | |
Proceeds from ABG Profit Participation Arrangement | 1,667 | ||
Proceeds from exercise of stock options | 4,414 | ||
Proceeds from issuance of convertible preferred stock, net | 52,557 | ||
Net cash provided by financing activities | 5,704 | 56,028 | |
Effect of foreign currency translation on cash and cash equivalents | 396 | (1,162) | |
(Decrease) increase in cash and cash equivalents | (302,704) | 23,008 | |
Cash and cash equivalents, beginning of period | 487,255 | 2,323 | |
Cash and cash equivalents, end of period | 184,551 | 184,551 | 25,331 |
Supplemental Disclosure for Cash Flow Information | |||
Cash paid for interest | 11,779 | $ 573 | |
Non-cash investing activities | |||
Acquisition of investments | 70 | ||
Manitoba Harvest | |||
Operating activities | |||
Net loss | (2,692) | (4,868) | |
Changes in non-cash working capital: | |||
Inventory | (20) | ||
Accounts payable | 321 | ||
Accrued expenses and other current liabilities | $ (147) | ||
Investing activities | |||
Acquisition of Manitoba Harvest, net of cash acquired | (109,331) | ||
Non-cash investing activities | |||
Acquisition of Manitoba Harvest | 195,407 | ||
Natura | |||
Investing activities | |||
Acquisition of Manitoba Harvest, net of cash acquired | (15,083) | ||
Non-cash investing activities | |||
Acquisition of Manitoba Harvest | 38,980 | ||
Investment In ABG [Member] | |||
Investing activities | |||
Investment in ABG Profit Participation Arrangement | (33,333) | ||
Non-cash investing activities | |||
Investment in ABG Profit Participation Arrangement, net of receivable | $ 94,805 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 1. Summary of Significant Accounting Policies Basis of presentation The accompanying unaudited condensed consolidated financial statements (the “financial statements”) reflect the accounts of Tilray, Inc. and its wholly owned subsidiaries (collectively “Tilray”, the “Company”, “we”, “our”, or “us”). The financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”) for interim financial information. Accordingly, these financial statements do not include all the information and footnotes required for annual financial statements and should be read in conjunction with the audited consolidated financial statements included in the Company’s annual report on Form 10-K for the year ended December 31, 2018 (the “Annual Financial Statements”). These financial statements reflect all adjustments, consisting solely of normal recurring adjustments, which, in the opinion of management, are necessary for a fair presentation of the Company’s financial position and results of operations. The results of operations for the three and six months ended June 30, 2019 and 2018 are not necessarily indicative of results that can be expected for the full year. The Condensed Consolidated Statement of Net Loss and Comprehensive Loss for the three and six months ended June 30, 2018 were reclassified to conform to the current year’s presentation. Specifically, depreciation and amortization expense as well as acquisition and integration expenses, which were formerly presented as part of general and administrative expenses, are now presented separately. Other than as described below, there have been no changes to our significant accounting policies described in our Annual Financial Statements that had a material impact on our financial statements and related notes. Emerging growth company status The Company is an emerging growth company under the JOBS Act and has elected to take advantage of the extended transition period for complying with new or revised accounting standards applicable to public companies. B ecause the market value of our Class 2 common stock held by non-affiliates exceeded $700 million as of June 30, 2019, we will be deemed a large accelerated filer under the Exchange Act and will lose emerging growth company status as of December 31, 2019. Business combinations and goodwill The Company accounts for business combinations using the acquisition method in accordance with ASC 805 “Business Combinations,” which requires recognition of assets acquired and liabilities assumed, including contingent assets and liabilities, at their respective fair values on the date of acquisition. Any excess of the purchase consideration over the net fair value of tangible and identified intangible assets acquired less liabilities assumed is recorded as goodwill. The costs of business acquisitions, including fees for accounting, legal, professional consulting and valuation specialists, are expensed as incurred. Purchase price allocations may be preliminary and, during the measurement period not to exceed one year from the date of acquisition, changes in assumptions and estimates that result in adjustments to the fair value of assets acquired and liabilities assumed are recorded in the period the adjustments are determined. For business combinations achieved in stages, the Company’s previously held interest in the acquiree is remeasured at its acquisition date fair value, with the resulting gain or loss recorded in the Consolidated Statements of Net Loss and Comprehensive Loss. For a pre-existing relationship between the Company and acquiree that is not extinguished on the business combination, such a relationship is considered effectively settled as part of the business combination even if it is not legally cancelled. At the acquisition date, it becomes an intercompany relationship and is eliminated upon consolidation. The estimated fair value of acquired assets and assumed liabilities are determined primarily by using a discounted cash flow approach, with estimated cash flows discounted at a rate that the Company believes a market participant would determine to be commensurate with the inherent risks associated with the asset and related estimated cash flow streams. Contingent consideration in a business combination is remeasured at fair value each reporting period until the contingency is resolved and any change in the fair value from either the passage of time or events occurring after the acquisition date, is recorded within other (income) expense, net on the Consolidated Statements of Net Loss and Comprehensive Loss. Intangible assets The Company records intangible assets acquired at cost, net of accumulated amortization and accumulated impairment losses, if any. Cost is measured based on the fair values of cash consideration paid and equity interests issued. The cost of an intangible asset acquired in a business combination is its acquisition date fair value. Amortization of definite life intangible assets is calculated on a straight-line basis over the estimated useful lives of the assets as follows: Customer relationships 14 to 16 years Developed technology 10 years Website 3 years Supply contract 3 years Licenses 2 years The Company has rights under the ABG Profit Participation Arrangement, trademarks and a cultivation license with indefinite life. Intangible assets that are determined to have an indefinite life are not amortized, but tested for impairment annually or more frequently when indicators of impairment exist. If the carrying value of an individual indefinite-lived intangible asset exceeds its fair value, such individual indefinite-life intangible asset is impaired by the amount of the excess. Equity method investments Investments in entities over which the Company has significant influence but not a controlling interest are accounted for using the equity method, with the Company’s share of earnings or losses reported in (gain) loss on equity method investments on the Consolidated Statements of Net Loss and Comprehensive Loss. The equity method investment is recorded at cost, plus the Company’s share of undistributed earnings or losses. The Company assesses investment in equity method investments if there is reason to believe an impairment may have occurred including, but not limited to, ongoing operating losses, projected decreases in earnings, increases in the weighted-average cost of capital, or significant business disruptions. The significant assumptions used to estimate fair value include revenue growth and profitability, capital spending, depreciation and taxes, foreign currency exchange rates, and a discount rate. By their nature, these projections and assumptions are uncertain. If it is determined that the current fair value of an investment is less than the carrying value of the investment, the Company will assess if the shortfall is of a temporary or permanent nature and write down the investment to its fair value if it is concluded the impairment is other than temporary. Stock-based payments Fully vested, non-forfeitable equity instruments issued to parties other than employees are measured on the date they are issued where there is no specific performance required by the grantee to retain those equity instruments. Stock-based payment transactions with non - Impairment of goodwill and indefinite life intangible assets Goodwill and indefinite life intangible assets are tested for impairment annually, or more frequently when events or circumstances indicate that impairment may have occurred. As part of the impairment evaluation, the Company may elect to perform an assessment of qualitative factors. If this qualitative assessment indicates that it is more likely than not that the fair value of the indefinite-lived intangible asset or the reporting unit (for goodwill) is less than its carrying value, a quantitative impairment test to compare the fair value to the carrying value and record an impairment charge if the carrying value exceeds the fair value is conducted. Significant estimates and judgments The preparation of the Company’s financial statements requires management to make estimates, assumptions and judgments that affect the reported amounts of revenue, expenses, assets, liabilities, accompanying disclosures and the disclosure of contingent liabilities. These estimates and judgments are subject to change based on experience and new information. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amounts of assets or liabilities affecting future periods. Estimates and judgments are reviewed on an ongoing basis. Revisions to estimates are recognized prospectively. Financial statement areas that require significant estimates and judgments are as follows: Business combinations – The Company uses judgment in applying the acquisition method of accounting for business combinations and estimates to value identifiable assets and liabilities at the acquisition date. Estimates are used to determine cash flow projections, including the period of future benefit, and future growth and discount rates, among other factors. The values allocated to the acquired assets and liabilities assumed affect the amount of goodwill recorded on acquisition. Contingent consideration – Contingent consideration is subject to measurement uncertainty as the financial impact will only be confirmed by the outcome of a future event. The assessment of contingent consideration involves a significant amount of judgment, including determining a reliable estimate of the amount of cash outflow required to settle the obligation based on significant unobservable inputs as well as estimates around the probability and timing of satisfying the future events on which the contingent consideration is based. Asset impairment – Asset impairment tests require the allocation of assets to asset groups, which requires significant judgment and interpretation with respect to the integration between the assets and shared resources. Asset impairment tests require the determination of whether there is an indication of impairment. The assessment of whether an indication of impairment exists is performed at the end of each reporting period and requires the application of judgment, historical experience, and external and internal sources of information. Stock-based payments – Stock-based payment transactions are measured and recognized based on estimated fair value, which requires judgment in determining the appropriate valuation model and assumptions, including discount for shares not registered with the Securities Exchange Commission (“SEC”) subject to transfer restrictions. Imputed interest for loans receivable – In connection with the loans obtained as part of the ABG Profit Participation Arrangement, judgment is required to estimate the prevailing market interest rate at each time a loan is issued. New accounting pronouncements not yet adopted In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606), a new standard on revenue recognition. Further, the FASB issued a number of additional ASUs regarding the new revenue recognition standard. The new standard, as amended, will supersede existing revenue recognition guidance and apply to all entities that enter into contracts to provide goods or services to customers. In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers – Deferral of the Effective Date, which amends ASU 2014-09 to defer the effective date by one year. For public companies, the new standard is effective for annual reporting periods beginning after December 31, 2017, including interim periods within that reporting period. For all other entities, including emerging growth companies, this standard is effective for annual reporting periods beginning after December 15, 2018, and interim reporting periods within annual reporting periods beginning after December 15, 2019. The Company is evaluating the impact on the financial statements and expects to implement the provisions of ASU 2014-09 for the annual financial statements for the year ended December 31, 2019. In January 2016, the FASB issued ASU 2016-01, Financial Instruments – Overall (Subtopic 825-10) – Recognition and Measurement of Financial Assets and Financial Liabilities, which requires all investments in equity securities with readily determinable fair value to be measured at fair value with changes in the fair value recognized through net income (other than those accounted for under the equity method of accounting or those that result in consolidation of the investee). In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which supersedes the current accounting for leases and while retaining two distinct types of leases, finance and operating, (1) requires lessees to record a right of use asset and a related liability for the rights and obligations associated with a lease, regardless of lease classification, and recognize lease expense in a manner similar to current accounting, (2) eliminates most real estate specific lease provisions, and (3) aligns many of the underlying lessor model principles with those in the new revenue standard. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today. For public companies, the new standard is effective for annual and interim periods in fiscal years beginning after December 15, 2018. For all other entities, including emerging growth companies, this standard is effective for annual reporting periods beginning after December 15, 2019, and interim periods within fiscal years beginning after December 2020. Earlier application is permitted. The Company is evaluating the impact on the financial statements and expects to implement the provisions of ASU 2016-02 for the annual financial statements for the year ended December 31, 2019. In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU 2016-13 requires the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions and reasonable and supportable forecasts. Adoption of ASU 2016-13 will require financial institutions and other organizations to use forward-looking information to better formulate their credit loss estimates. In addition, the ASU amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration. This update will be effective for fiscal years beginning after December 15, 2020 and interim periods within fiscal years beginning after December 15, 2021. The Company is evaluating the impact on the financial statements and expects to implement the provisions of ASU 2016-13 for the annual financial statements for the year ended December 31, 2021. In August 2018, the FASB issued ASU 2018-13, Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement (Topic 820). ASU 2018-13 adds, modifies, and removes certain fair value measurement disclosure requirements. ASU 2018-13 is effective for annual and interim periods beginning after December 15, 2019. Early adoption is permitted. The Company is currently evaluating the impact on the financial statements and expects to implement the provisions of ASU 2018-13 as of January 1, 2020. |
Investments
Investments | 6 Months Ended |
Jun. 30, 2019 | |
Investments Debt And Equity Securities [Abstract] | |
Investments | 2. Investments The classification of investment in securities reported in long-term investments on the Condensed Consolidated Balance Sheets is summarized as follows: June 30, 2019 December 31, 2018 Investment in securities under available-for-sale method $ 4,799 $ 1,845 Investment in securities under the cost method 12,262 15,066 Investment in joint venture under the equity method 6,134 — Total investment in securities $ 23,195 $ 16,911 As of June 30, 2019, total unrealized loss recognized in accumulated other comprehensive income related to long-term available-for-sale equity securities from initial recognition was $226 (December 31, 2018 – $802). As of June 30, 2019, the investment in joint venture under the equity method relates to the Company’s joint venture with Anheuser-Busch InBev (“AB InBev”) entered in December 2018 to research and develop non-alcohol beverages containing cannabis. Under the terms of the arrangement, the Company and AB InBev each have 50% ownership and 50% voting interest. During the three months ended June 30, 2019, the Company contributed $6,134 to the joint venture. |
Fair Value Measurement
Fair Value Measurement | 6 Months Ended |
Jun. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | 3. Fair Value Measurement The Company complies with ASC 820, Fair Value Measurements, for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs utilize data points that are observable such as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and includes situations where there is little, if any, market activity for the asset or liability. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of June 30, 2019 and December 31, 2018, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value: Quoted prices in active markets for Other Significant identical observable unobservable assets inputs inputs (Level 1) (Level 2) (Level 3) Total June 30, 2019 Cash equivalents $ 136,479 $ — $ — $ 136,479 Investments Money market fund 36,323 — — 36,323 Investment in equity securities under available-for-sale method 3,669 — — 3,669 Investment in debt securities under available-for-sale method — 1,130 — 1,130 Total investments 39,992 1,130 — 41,122 Contingent consideration — — (49,581 ) (49,581 ) Total $ 176,471 $ 1,130 $ (49,581 ) $ 128,020 December 31, 2018 Cash equivalents $ 203,761 $ — $ — $ 203,761 Investments Treasury bills 30,335 — — 30,335 Investment in equity securities under available-for-sale method 1,163 682 — 1,845 Total investments 31,498 682 — 32,180 Total $ 235,259 $ 682 $ — $ 235,941 As of June 30, 2019, the carrying amount of cash equivalents, which include money market fund, corporate bonds, commercial paper and treasury bills, includes an unrealized gain recognized in accumulated other comprehensive income of $6 (December 31, 2018 – gain of $69). Contingent consideration is recorded within accrued expenses and other current liabilities and reflects the consideration for: (i) the acquisition of Manitoba Harvest payable in Class 2 common stock contingent on revenues earned in 2019, and (ii) the acquisition of Natura payable in Class 2 common stock contingent on production levels. Refer to Note 15 for details. During the three months ended June 30, 2019, there was one transfer out of Level 2 into Level 1 for an investment in equity securities under the available-for-sale method, as the transfer restriction is no longer applicable. There were no other transfers between fair value measurement hierarchy levels during the six months ended June 30, 2019 and 2018. |
Inventory
Inventory | 6 Months Ended |
Jun. 30, 2019 | |
Inventory Disclosure [Abstract] | |
Inventory | 4 . Inventory Inventory is comprised of the following items: June 30, 2019 December 31, 2018 Raw materials $ 14,718 $ 2,132 Work-in-process 39,142 12,812 Finished goods 21,457 1,267 Total $ 75,317 $ 16,211 Inventory is written down for any obsolescence or when the net realizable value of inventory is less than the carrying value. For the three and six months ended June 30, 2019, the Company recorded write-downs within work-in-process of $201 and $525, respectively, (2018 – $491 and $703) in cost of sales. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 6 Months Ended |
Jun. 30, 2019 | |
Prepaid Expense And Other Assets Current [Abstract] | |
Prepaid Expenses and Other Current Assets | 5. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets is comprised of the following items: June 30, 2019 December 31, 2018 Deposits $ 26,885 $ 1,511 Prepaid expenses 8,201 1,496 Other current assets 1,547 — Total $ 36,633 $ 3,007 Deposits include prepayments on future purchases of inventory to secure supply. |
Property and Equipment, Net
Property and Equipment, Net | 6 Months Ended |
Jun. 30, 2019 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment, Net | 6 . Property and Equipment, Net Property and equipment, net consists of the following: June 30, 2019 December 31, 2018 Land $ 5,717 $ 4,498 Buildings and leasehold improvements 93,295 51,111 Laboratory and manufacturing equipment 22,791 6,131 Office and computer equipment 3,510 970 Assets under capital lease 10,069 9,661 Construction in process 23,642 15,343 159,024 87,714 Less: accumulated depreciation and amortization (11,466 ) (7,500 ) Total $ 147,558 $ 80,214 For the three and six months ended June 30, 2019, depreciation expense related to general office space and equipment was $239 and $544, respectively (2018 – $30 and $59). In addition, depreciation expense included in cost of sales relating to manufacturing equipment and production facilities was $508 and $1,507 for the three and six months ended June 30, 2019, respectively, (2018 – $157 and $259) with the remaining depreciation included in inventory. For the three and six months ended June 30, 2019, capitalized interest included in construction-in-progress was $108 and $166, respectively (2018 – $35 and $169). The Company had $68,853 in property and equipment additions related to building and leasehold improvements, laboratory and manufacturing equipment, office and computer equipment and construction in process during the six months ended June 30, 2019 (2018 – $25,979). Additions to building and leasehold improvements primarily relate to the Company’s acquisitions of Manitoba Harvest and Natura. Refer to Note 15 for details. Additions to construction in process primarily relate to the ongoing construction of the Company’s London, Ontario and Portugal facilities. |
Intangible Assets
Intangible Assets | 6 Months Ended |
Jun. 30, 2019 | |
Intangible Assets Net Excluding Goodwill [Abstract] | |
Intangible Assets | 7 . Intangible Assets Intangible assets are comprised of the following items: June 30, 2019 December 31, 2018 Weighted Average Amortization Period (in years) Cost Accumulated Amortization Net Cost Accumulated Amortization Net Customer relationships 16 $ 135,147 $ 2,849 $ 132,298 $ — $ — $ — Developed technology 10 7,027 234 6,793 — — — Website 3 4,231 2,772 1,459 3,755 2,253 1,502 Alef license 2 4,086 — 4,086 2,984 — 2,984 Supply contract 3 2,368 — 2,368 — — — Cultivation license Indefinite 10,617 — 10,617 — — — Trademarks Indefinite 54,996 — 54,996 — — — Rights under ABG Profit Participation Arrangement Indefinite 119,366 — 119,366 — — — Total $ 337,838 $ 5,855 $ 331,983 $ 6,739 $ 2,253 $ 4,486 The net carrying value of intangible assets not yet available for use as of June 30, 2019 was $6,454 (December 31, 2018 – $3,027). At June 30, 2019, this consisted of the Alef license and supply contract arising from the acquisition of Natura. Intangible asset additions for six months ended June 30, 2019 primarily related to customer relationships, developed technology and trademarks as part of the acquisition of Manitoba Harvest as well as cultivation license and supply contract as part of the acquisition of Natura. Refer to Note 15 for details. Moreover, indefinite-lived rights under the ABG Profit Participation Arrangement were acquired in the first quarter of 2019. Refer to Note 14 for details. The amortization expense for the next five years on intangibles assets in use are as follows: remaining in 2019 – $5,080; 2020 – $9,964; 2021 – $9,306; 2022 – $9,229; 2023 – $9,205, and thereafter – $97,766. |
Goodwill
Goodwill | 6 Months Ended |
Jun. 30, 2019 | |
Goodwill Disclosure [Abstract] | |
Goodwill | 8 . Goodwill The following table shows the change in carrying amount of goodwill: Balance December 31, 2018 $ — Acquisition of Manitoba Harvest 127,681 Acquisition of Natura 24,830 Foreign currency translation adjustment 2,443 Balance June 30, 2019 $ 154,954 |
Accounts Payable, Accrued Expen
Accounts Payable, Accrued Expenses and Other Current Liabilities | 6 Months Ended |
Jun. 30, 2019 | |
Payables And Accruals [Abstract] | |
Accounts Payable, Accrued Expenses and Other Current Liabilities | 9 . Accounts Payable, Accrued Expenses and Other Current Liabilities Accounts payable, accrued expenses and other current liabilities are comprised of the following items: June 30, 2019 December 31, 2018 Accounts payable - trade $ 24,287 $ 9,716 Accounts payable - related parties 81 933 Total accounts payable $ 24,368 $ 10,649 Accrued interest on Convertible Notes $ 5,938 $ 5,302 Accrued payroll 7,943 3,278 Accrued legal fees 486 565 Consideration payable for acquisition of Manitoba Harvest 69,356 — Contingent consideration for acquisitions 49,581 — Other accrued expenses and current liabilities 17,984 5,673 Total accrued expenses and other current liabilities $ 151,288 $ 14,818 Refer to Note 15 for details on the consideration payable and contingent consideration for the acquisitions of Manitoba Harvest and Natura. |
Convertible Notes
Convertible Notes | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Convertible Notes | 10 . Convertible Notes In October 2018, the Company issued convertible senior notes with a face value of $475,000 (the “Convertible Notes”). The net proceeds from the offering were approximately $460,134, after deducting commissions and other fees and expenses payable by the Company. The Convertible Notes bear interest at a rate of 5.00% per annum, payable semi-annually in arrears on April 1 and October 1 of each year, beginning on April 1, 2019. Additional interest may accrue on the Convertible Notes in specified circumstances. The Convertible Notes will mature on October 1, 2023, unless earlier repurchased, redeemed or converted. There are no principal payments required over the five-year term of the Convertible Notes, except in the case of redemption or events of defaults. To the extent the Company so elects, the sole remedy for an event of default relating to certain failures by the Company to comply with certain reporting covenants in the Indenture will, for the first 365 days after such event of default, consist exclusively of the right to receive additional interest on the notes. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of our common stock or a combination of cash and shares of our common stock, at the Company’s election (the “cash conversion option”). The initial conversion rate for the Convertible Notes is 5.9735 shares of common stock per one thousand dollar principal amount of notes, which is equivalent to an initial conversion price of approximately $167.41 per share of common stock. Throughout the term of the Convertible Notes, the conversion rate may be adjusted upon the occurrence of certain events. Prior to the close of business on the business day immediately preceding April 1, 2023, the Convertible Notes will be convertible only under the specified circumstances. On or after April 1, 2023 until the close of business on the business day immediately preceding the maturity date, holders may convert all or any portion of their Convertible Notes, in multiples of one thousand dollar principal amount, at the option of the holder regardless of the aforementioned circumstances. As of June 30, 2019, the Convertible Notes are not yet convertible. The Convertible Notes will become convertible upon the satisfaction of the above circumstances. Transaction costs attributable to the Convertible Notes totaling $13,467 are amortized as non-cash interest expense over the term of the Convertible Notes. As of June 30, 2019, the Company was in compliance with all the covenants set forth under the indenture. The following table sets forth the net carrying amount of the Convertible Notes: June 30, 2019 December 31, 2018 5.00% Convertible Notes $ 475,000 $ 475,000 Unamortized discount (37,866 ) (41,687 ) Unamortized transaction costs (11,734 ) (12,946 ) Net carrying amount $ 425,400 $ 420,367 The following table sets forth total interest expense recognized related to the Convertible Notes: Six months ended June 30, 2019 2018 Contractual coupon interest $ 11,875 $ — Amortization of discount 3,821 — Amortization of transaction costs 1,212 — Total $ 16,908 $ — |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2019 | |
Equity [Abstract] | |
Stockholders' Equity | 1 1 . Stockholders’ Equity Common and Convertible Preferred Stock The Company’s certificate of incorporation authorized the Company to issue the following classes of shares with the following par value and voting rights as of June 30, 2019. The liquidation and dividend rights are identical among Class 1 common stock and Class 2 common stock, and all classes of common stock share equally in our earnings and losses. Par Value Authorized Voting Rights Class 1 common stock $ 0.0001 250,000,000 10 votes for each share Class 2 common stock $ 0.0001 500,000,000 1 vote for each share Convertible preferred stock $ 0.0001 10,000,000 N/A In connection with the profit participation agreement with ABG Intermediate Holdings 2, LLC (“ABG”), the Company issued 840,107 shares of Class 2 common stock in January 2019 and 840,107 shares of Class 2 common stock in March 2019 at a deemed issuance price of $79.35 per share. Given that the shares of Class 2 common stock issued to ABG were not registered with the SEC and subject to transfer restrictions, the fair values of the issuances were $89.13 and $59.77 per share, respectively, as recorded in the Condensed Consolidated Statements of Stockholders’ Equity. Refer to Note 14 for details. In February 2019, the Company issued 180,332 shares of Class 2 common stock at a deemed issuance price of $83.73 per share in connection with the closing of the Natura acquisition. Refer to Note 15 for details. In March 2019, the Company issued 1,209,946 shares of Class 2 common stock at a deemed issuance price of $80.04 per share in connection with the closing of the Manitoba Harvest acquisition. Refer to Note 15 for details. |
General and Administrative Expe
General and Administrative Expenses | 6 Months Ended |
Jun. 30, 2019 | |
General And Administrative Expense [Abstract] | |
General and Administrative Expense | 1 2 . General and Administrative Expenses General and administrative expenses are comprised of the following items: Three months ended June 30, Six months ended June 30, 2019 2018 2019 2018 Salaries $ 7,241 $ 2,260 $ 13,652 $ 3,357 Professional fees $ 4,208 $ 1,174 $ 6,665 $ 2,656 Travel expenses $ 1,161 $ 554 $ 1,882 $ 719 Other expenses $ 3,855 $ 1,354 $ 7,063 $ 2,755 Total $ 16,465 $ 5,342 $ 29,262 $ 9,487 |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | 1 3 . Stock-based Compensation Original Stock Option Plan Certain employees of the Company participate in the equity-based compensation plan of Privateer Holdings, Inc. (the “Original Plan”) under the terms and valuation method detailed in our Annual Financial Statements. For the three and six months ended June 30, 2019, the total stock-based compensation expense associated with the Original Plan was $158 and $268, respectively (2018 – $169 and $200). Stock option activity under the Original Plan is as follows: Stock options Weighted- average exercise price Weighted- average remaining contractual term (years) Aggregate intrinsic value Balance December 31, 2018 592,594 $ 4.14 8.1 $ 989 Allocated to Tilray 143,794 4.26 Exercised (13,370 ) 3.79 Forfeited (6,310 ) 4.24 Cancelled (1,042 ) 3.88 Balance June 30, 2019 715,666 $ 4.21 7.8 $ 30,892 Vested and expected to vest, June 30, 2019 644,381 $ 4.03 7.7 $ 27,933 Vested and exercisable, June 30, 2019 353,209 $ 3.18 7.2 $ 15,610 No stock options were granted under the Original Plan during the six months ended June 30, 2019 (2018 - 301,442). As of June 30, 2019, the total remaining unrecognized s tock-based compensation expense New Stock Option and Restricted Stock Unit Plan The Company adopted the as amended and approved by stockholders in May 2018 under . Stock option and restricted stock unit (“RSU”) activity under the New Plan are as follows: Time-based stock option activity Stock options Weighted- average exercise price Weighted- average remaining contractual term (years) Aggregate intrinsic value Balance December 31, 2018 6,015,041 $ 13.54 7.7 $ 342,916 Granted 10,000 70.25 Exercised (488,840 ) 7.76 Forfeited (46,162 ) 28.27 Balance June 30, 2019 5,490,039 $ 14.03 8.9 $ 189,799 Vested and expected to vest, June 30, 2019 5,281,387 $ 13.85 8.9 $ 183,208 Vested and exercisable, June 30, 2019 1,800,954 $ 7.76 8.9 $ 69,877 The weighted-average fair values of stock options granted during the six months ended June 30, 2019 was $28.88 per share. During the six months ended June 30, 2018, 5,479,196 time-based stock options were granted under the New Plan. Performance-based stock option activity Stock options Weighted- average exercise price Weighted- average remaining contractual term (years) Aggregate intrinsic value Balance December 31, 2018 600,000 $ 7.76 9.4 $ 37,668 Exercised (80,000 ) 7.76 Balance June 30, 2019 520,000 $ 7.76 8.9 $ 20,176 Vested and expected to vest, June 30, 2019 518,991 $ 7.76 8.9 $ 20,137 Vested and exercisable, June 30, 2019 220,000 $ 7.76 8.9 $ 8,536 No performance-based stock options were granted under the New Plan during the six months ended June 30, 2019. During the six months ended June 30, 2018, 600,000 performance-based stock options were granted under the New Plan. As of June 30, 2019, the total remaining unrecognized compensation expense related to non-vested stock options of $70 will be recognized over the weighted-average remaining requisite service period of approximately 0.1 year. The total fair value of stock options vested as of June 30, 2019 was $913 (December 31, 2018 – $1,246). Time-based RSU activity Time-based RSUs Weighted-average grant-date fair value per share Non-vested December 31, 2018 237,222 $ 49.86 Granted 756,825 55.27 Issued on vesting (35,000 ) 7.76 Forfeited (30,891 ) 61.47 Non-vested June 30, 2019 928,156 $ 55.47 As of June 30, 2019, $42,691 of total unrecognized compensation expense related to non-vested time-based RSUs will be recognized over a weighted-average period of 2.7 years. 140,000 time-based RSUs were granted under the New Plan. Performance-based RSUs activity Performance-based RSUs Weighted-average grant-date fair value per share Non-vested December 31, 2018 1,050,000 $ 7.76 Issued on vesting (478,125 ) 7.76 Non-vested June 30, 2019 571,875 $ 7.76 As of June 30, 2019, $736 of total unrecognized compensation expense related to non-vested performance-based RSUs will be recognized over a weighted-average period of 1.0 year. June 30, 2018, 1,050,000 performance-based RSUs were granted under the New Plan. |
ABG Profit Participation Arrang
ABG Profit Participation Arrangement | 6 Months Ended |
Jun. 30, 2019 | |
Equity [Abstract] | |
ABG Profit Participation Arrangement | 1 4 . ABG Profit Participation Arrangement On January 14, 2019, the Company entered into a Profit Participation Arrangement with ABG Intermediate Holdings 2, LLC (“ABG”) that offers the Company: (i) participation rights in up to 49% of the net (i.e. post-expense) cannabis revenues from certain existing ABG brands in perpetuity, (ii) guaranteed minimum receipt of $10,000 annually for ten years (prorated based on total consideration paid to ABG) in quarterly payments for participation rights, (iii) preferred supplier rights of all cannabinoid ingredients for products under cannabis products for , As consideration for this arrangement, the Company issued 840,107 shares of Class 2 common stock and paid $20,000 in cash in January 2019, paid $13,333 in cash in February 2019, and issued 840,107 shares of Class 2 common stock in March 2019. Under the terms of the arrangement, the Company shall pay $83,333, in a combination of Class 2 common stock and up to $16,667 in cash at ABG’s election, upon certain triggers relating to the regulatory status of tetrahydrocannabinol (“THC”) in the United States or receipt of $5,000 in participation rights distributions from cannabis products containing THC outside the United States, in accordance with terms outlined in the arrangement. Since the arrangement conveys a right for the Company to receive guaranteed minimum cash from ABG over ten years, it meets the definition of a loan pursuant to ASC 310 “Receivables” . A s of June 30, 2019, $435 was recorded in other receivables and $6,910 in deposits and other assets for the current and non-current portions of the loans relating to cash paid to ABG . The portion of the loans relating to shares issued to ABG of $30,292 is recorded within additional paid-in capital as of June 30, 2019. The allocation of the loans between the asset and equity portions was determined on a relative fair value basis. As the loans have no stated interest rate, fair value was determined using the present value of the expected cash flows at a 12% discount rate, which reflects an appropriate market rate for each loan at the time it was issued. Interest on the loan is calculated using the effective interest rate method and recognized in finance income from ABG Profit Participation Arrangement on the Condensed Consolidated Statements of Net Loss and Comprehensive Loss for the portion of the loan relating to cash paid to ABG, and in additional paid-in capital on the Condensed Consolidated Balance Sheets for the portion relating to shares issued to ABG. As of June 30, 2019, the Company recorded intangible assets with indefinite life in the amount of $119,366 for the participation rights, preferred supplier rights, and preferred royalty rights under the Profit Participation Arrangement, as described above. The cost of these intangible assets was calculated using the fair value of the cash paid and shares issued, less the fair value attributable to the loan described above. During the three months ended June 30, 2019, the Company reversed the deferred tax liability of $31,730 that should not be recorded as part of these intangible assets. |
Business Combinations
Business Combinations | 6 Months Ended |
Jun. 30, 2019 | |
Business Combinations [Abstract] | |
Business Combinations | 1 5 . Business Combinations Acquisition of Manitoba Harvest On February 28, 2019, the Company completed the acquisition of all issued and outstanding shares of FHF Holdings Ltd. (“Manitoba Harvest”). Manitoba Harvest develops and distributes a diverse portfolio of hemp-based natural food and wellness products and enables the Company to expand into the growing cannabidiol (“CBD”) product market in the United States. During the three months ended June 30, 2019, the Company revised the preliminary purchase price of the acquisition of Manitoba Harvest to reflect the finalization of the working capital adjustment paid in the quarter. The revised purchase price is calculated as follows: February 28, 2019 Cash paid on closing $ 114,591 Cash payable six months after closing 37,490 Class 2 common stock issued on closing (1) 96,844 Class 2 common stock issuable six months after closing (1) 31,866 Working capital adjustment 274 Contingent consideration 29,207 Total fair value of consideration transferred $ 310,272 (1) 1,209,946 shares of Class 2 common stock were issued on closing. The amount of Class 2 common stock issuable six months after closing will be the determined in accordance with the Manitoba Harvest acquisition agreement based on the trading price of the shares. As part of the acquisition of Manitoba Harvest, the Company entered into a contingent consideration arrangement whereby the Company may pay a maximum of $37,129 ($49,000 CAD) payable in Class 2 common stock. The payment amount is based on gross branded CBD product sales in the United States for the period from January 1, 2019 to December 31, 2019. The estimated fair value of the contingent consideration is recorded within accrued expenses and other current liabilities. The contingent consideration was valued using a probability-weighted discounted cash flow model based on internal forecasts and the estimated cost of debt for the Company. The contingent consideration is reassessed and adjusted to fair value each quarter through other (income) expense, net. The fair value of contingent consideration increased $547 from the closing date to June 30, 2019 due to the passage of time. The following table summarizes the Company’s revised preliminary allocation of the purchase price to assets acquired and liabilities assumed at the acquisition date. During the three months ended June 30, 2019, this resulted in a $20 increase in inventory, $47 increase in property and equipment, $76 increase in developed technology, $456 increase in customer relationships, $321 increase in accounts payable, $147 decrease in accrued expenses and other current liabilities, $321 decrease in accrued obligations under capital lease, $160 increase in deferred tax liability, and $312 decrease in goodwill. The final purchase price allocation will be adjusted as needed, pending the finalization of estimates and assumptions used in valuing property and equipment, intangible assets, and deferred tax liability, among other identifiable assets acquired and liabilities assumed, and will be finalized no later than one year after the acquisition date. February 28, 2019 Assets Cash and cash equivalents $ 5,534 Accounts receivable 6,207 Inventory 15,331 Prepaid expenses and other current assets 1,030 Property and equipment 23,581 Intangible assets: Estimated useful life Trademarks Indefinite 54,688 Developed technology 10 years 6,988 Customer relationships 14-16 years 134,290 Goodwill 127,681 Total assets 375,330 Liabilities Accounts payable 4,973 Accrued expenses and other current liabilities 4,911 Deferred tax liability 55,174 Total liabilities 65,058 Net assets acquired $ 310,272 The Company incurred acquisition costs of $1,328 for the acquisition of Manitoba Harvest. The goodwill of $127,681 is attributable factors such as market share, reputation with customers and vendors, and the skilled workforce of Manitoba Harvest. Goodwill is not deductible for tax purposes. The gross contractual amount of receivables is $6,340, of which approximately $133 is not expected to be collected. The financial results of Manitoba Harvest are included in the Company’s financial statements since acquisition close. The Consolidated Statements of Net Loss and Comprehensive Loss include revenue of $19,895 and $25,516, and net loss of $2,692 and $4,868 of Manitoba Harvest for the three and six months ended June 30, 2019, respectively. Acquisition of Natura On February 15, 2019, the Company acquired the remaining 97% issued and outstanding shares of Natura Naturals Holdings Inc. (“Natura”). Natura is licensed to cultivate and produce medical cannabis, expanding the Company’s capacity to supply high-quality branded cannabis products to the Canadian market. The preliminary purchase price is calculated as follows: February 15, 2019 Cash paid on closing $ 15,252 Class 2 common stock issued on closing (1) 15,100 Contingent consideration 20,007 Fair value of previously held interest (2) 1,565 Effective settlement of pre-existing debt (3) 2,308 Total fair value of consideration transferred $ 54,232 (1) 180,332 shares of Class 2 common stock issued on closing. (2) The fair value of the Company’s investment in Natura on the acquisition date was determined based on the fair value of total consideration transferred and reflected book value on the acquisition date. (3) The Company held $3,000 CAD convertible debt of Natura at the acquisition date. On acquisition, this debt and related accrued interest was effectively settled. As part of the acquisition of Natura, the Company entered into a contingent consideration arrangement whereby the Company issued promissory notes with an aggregate principal amount of $26,205 ($34,500 CAD). The ultimate payment amounts are based on production levels of consumer grade dry finished cannabis flower from Natura facilities during four periods from February 1, 2019 to January 31, 2020 and are payable in shares of Class 2 common stock. The estimated fair value of the contingent consideration is recorded within accrued expenses and other current liabilities. The contingent consideration on the acquisition date was valued using a discounted cash flow analysis based on internal forecasts projected using a Monte Carlo simulation model, an expected quarterly production distribution function, and a weighted average cost of capital adjusted to account for revenue risk derived at February 15, 2019. The contingent consideration is reassessed and adjusted to fair value each quarter though other (income) expense, net, valued using a probability-weighted discounted cash flow model based on internal forecasts and the estimated cost of debt for the Company. The fair value of contingent consideration decreased $580 from the closing date to June 30, 2019 due to the passage of time and actual results to date. The following table summarizes the Company’s revised preliminary allocation of the purchase price to assets acquired and liabilities assumed at the acquisition date. During the three months ended June 30, 2019, this resulted in a $211 decrease in property and equipment, $378 decrease in cultivation license, $189 decrease in supply contract, $4,319 decrease in deferred tax liability and $3,541 decrease in goodwill. The final purchase price allocation will be adjusted as needed, pending the finalization of estimates and assumptions used in valuing property and equipment, intangible assets, and deferred tax liability, among other identifiable assets acquired and liabilities assumed, and will be finalized no later than one year after the acquisition date. February 15, 2019 Assets Cash and cash equivalents $ 169 Accounts receivable 109 Inventory 3,482 Prepaid expenses and other current assets 166 Property and equipment 17,435 Intangible assets: Estimated useful life Cultivation license Indefinite 10,494 Supply contract 3 years (1) 2,340 Goodwill 24,830 Total assets 59,025 Liabilities Accounts payable 3,280 Accrued expenses and other current liabilities 876 Deferred tax liability 637 Total liabilities 4,793 Net assets acquired $ 54,232 (1) The estimated useful life of the supply contract intangible asset is 3 years. Amortization of the asset will commence once supply commences. The Company incurred acquisition costs of $824 for the acquisition of Natura. The goodwill of $24,830 is attributable factors such as strong supply chain, quality of products and the skilled workforce of Natura. Goodwill is not deductible for tax purposes. The financial results of Natura are included in the Company’s financial statements since acquisition close. The Consolidated Statements of Net Loss and Comprehensive Loss include revenue of $5,835 and $8,131, and net earnings of $1,305 and net loss of $515 of Natura for three and six months ended June 30, 2019, respectively. Supplemental Pro Forma Information (unaudited) The unaudited pro forma information for the periods set forth below gives effect to the acquisitions of Manitoba Harvest and Natura as if the acquisitions had occurred as of January 1, 2018. This pro forma information is presented for informational purposes only and is not necessarily indicative of the results of operations that actually would have been achieved had the acquisitions been consummated as of that time: Six months ended June 30, 2019 2018 Revenue $ 79,707 $ 54,070 Net loss (68,182 ) (23,856 ) Net loss per share - basic and diluted (0.71 ) (0.31 ) |
Financial Instruments
Financial Instruments | 6 Months Ended |
Jun. 30, 2019 | |
Investments All Other Investments [Abstract] | |
Financial Instruments | 1 6 . Financial Instruments Credit risk Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company’s cash and cash equivalents, accounts receivable and short-term investments. The Company’s cash and cash equivalents are deposited in major financial institutions in Canada, Australia, Portugal, Germany, Netherlands and the United States. To date, the Company has not experienced any losses on its cash deposits. Accounts receivable are unsecured and the Company does not require collateral from its customers. The Company is also exposed to credit risk from the potential default by any of its counterparties on its financial assets. The Company evaluates the collectability of its accounts receivable and provides an allowance for potential credit losses as necessary. As of June 30, 2019 and December 31, 2018, the Company was not exposed to any significant credit risk related to counterparty performance of outstanding accounts receivable. Foreign currency risk As the Company conducts its business in many areas of the world involving transactions denominated in a variety of currencies, the Company is exposed to foreign currency risk. A significant portion of the Company’s assets, revenue, and expenses are denominated in Canadian dollars. A 10% change in the exchange rates for the Canadian dollar would affect the carrying value of net assets by approximately $2,299 as of June 30, 2019, with a corresponding impact to accumulated other comprehensive income. Liquidity risk The Company’s objective is to have sufficient liquidity to meet its liabilities when due. The Company monitors its cash balances and cash flows generated from operations to meet its requirements. As of June 30, 2019, the most significant financial liabilities are Convertible Notes, contingent consideration, accounts payable and accrued expenses. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 1 7 . Related-Party Transactions The Company was a wholly owned subsidiary of Privateer Holdings, Inc. (“Privateer”) prior to its Series A preferred stock financing and initial public offering. As of June 30, 2019, Privateer holds more than 10% of the Company’s outstanding shares of Class 2 common stock and holds 100% of the Company’s Class 1 common stock. During the three months ended June 30, 2019, the Company assumed a real estate operating lease upon assignment from Privateer. In connection with this lease, the Company reimbursed Privateer $2,070 for leasehold improvements at cost and $1,000 for the security deposit held by the landlord at cost, recorded within property and equipment and deposits and other assets, respectively, on the Condensed Consolidated Balance Sheets as of June 30, 2019. Privateer management fees Management services charged by Privateer for services performed include management services, support services, business development services and research and development services recorded in operating expenses for the three and six months ended June 30, 2019 in the amounts of nil and $106, respectively (2018 – $233 and $417). Depending on the nature of the services performed, these expenses are included within general and administrative expenses, sales and marketing expenses or research and development expenses in the Consolidated Statements of Net Loss and Comprehensive Loss. Pursuant to the Company’s agreement with Privateer entered in February 2018 and terminated in February 2019, personnel compensation was charged at cost plus a 3.0% markup and other services at cost. As of June 30, 2019, no amounts were recorded within accounts payable for management services due to Privateer (December 31, 2018 – $3,878). Ten Eleven management fees In February 2019, the Company entered into a management agreement with Ten Eleven Management LLC dba Privateer Management (“Ten Eleven”), pursuant to which Ten Eleven provides the Company with certain general administrative and corporate services on an as-requested basis for a monthly service fee. As of June 30, 2019, the owners of Ten Eleven collectively hold more than 10% of the Company’s outstanding shares of Class 2 common stock and more than 10% of the Company’s Class 1 common stock. During the three and six months ended June 30, 2019, management services of $75 and $125, respectively, were recorded within As of June 30, 2019, $73 due to Ten Eleven for management services was recorded within |
Business Segment Information
Business Segment Information | 6 Months Ended |
Jun. 30, 2019 | |
Segment Reporting [Abstract] | |
Business Segment Information | 1 8 . Business Segment Information Segment reporting is prepared on the same basis that the Company’s Chief Executive Officer, who is the Company’s chief operating decision maker, manages the business, makes operating decisions and assesses performance. Management has determined that the Company operates in one segment: the development and sale of cannabis products. Revenue for the three and six months ended June 30, 2019 includes $3,862 and $5,776, respectively, of excise taxes. There was no excise tax for the comparative periods in 2018. Sources of revenue were as follows: Three months ended June 30, Six months ended June 30, 2019 2018 2019 2018 Dried cannabis $ 21,866 $ 5,246 $ 32,802 $ 9,869 Cannabis extracts 3,899 4,439 10,353 7,545 Food products 19,935 — 25,517 — Accessories and other 204 59 270 138 Total $ 45,904 $ 9,744 $ 68,942 $ 17,552 Revenue attributed to geographic region based on the location of the customer was as follows: Three months ended June 30, Six months ended June 30, 2019 2018 2019 2018 Canada $ 30,329 $ 9,399 $ 47,331 $ 17,012 United States 10,730 — 14,955 — Other countries 4,845 345 6,656 540 Total $ 45,904 $ 9,744 $ 68,942 $ 17,552 Long-lived assets consisting of property and equipment, net of accumulated depreciation, attributed to geographic regions based on their physical location were as follows: June 30, 2019 December 31, 2018 Canada $ 121,494 $ 64,687 Portugal 23,462 15,455 United States 2,497 — Other countries 105 72 Total $ 147,558 $ 80,214 Three customers accounted for 15%, 11%, and 10% of our revenue, respectively, for the three months ended June 30, 2019. Two customers accounted for 13% and 11% of our revenue, respectively, for the six months ended June 30, 2019. One customer accounted for 36% and 31% of the Company’s revenue for the three and six months ended June 30, 2018, respectively. One customer accounted for 16% of our accounts receivable balance as of June 30, 2019. Two customers accounted for 30% and 16%, respectively, of our accounts receivable balance as of December 31, 2018. |
Subsequent Event
Subsequent Event | 6 Months Ended |
Jun. 30, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Event | 1 9 . Subsequent Event Acquisition of Smith & Sinclair On July 11, 2019, the Company acquired all issued and outstanding shares of Smith & Sinclair Ltd., which crafts edible candies, cocktails and fragrances in the United Kingdom and enables the Company to develop CBD-infused edibles for distribution in Canada, United States and Europe. The purchase consideration includes $2,409 in cash paid on closing, 79,289 shares of Class 2 common stock on closing |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of presentation The accompanying unaudited condensed consolidated financial statements (the “financial statements”) reflect the accounts of Tilray, Inc. and its wholly owned subsidiaries (collectively “Tilray”, the “Company”, “we”, “our”, or “us”). The financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”) for interim financial information. Accordingly, these financial statements do not include all the information and footnotes required for annual financial statements and should be read in conjunction with the audited consolidated financial statements included in the Company’s annual report on Form 10-K for the year ended December 31, 2018 (the “Annual Financial Statements”). These financial statements reflect all adjustments, consisting solely of normal recurring adjustments, which, in the opinion of management, are necessary for a fair presentation of the Company’s financial position and results of operations. The results of operations for the three and six months ended June 30, 2019 and 2018 are not necessarily indicative of results that can be expected for the full year. The Condensed Consolidated Statement of Net Loss and Comprehensive Loss for the three and six months ended June 30, 2018 were reclassified to conform to the current year’s presentation. Specifically, depreciation and amortization expense as well as acquisition and integration expenses, which were formerly presented as part of general and administrative expenses, are now presented separately. Other than as described below, there have been no changes to our significant accounting policies described in our Annual Financial Statements that had a material impact on our financial statements and related notes. |
Emerging Growth Company Status | Emerging growth company status The Company is an emerging growth company under the JOBS Act and has elected to take advantage of the extended transition period for complying with new or revised accounting standards applicable to public companies. B ecause the market value of our Class 2 common stock held by non-affiliates exceeded $700 million as of June 30, 2019, we will be deemed a large accelerated filer under the Exchange Act and will lose emerging growth company status as of December 31, 2019. |
Business Combinations and Goodwill | Business combinations and goodwill The Company accounts for business combinations using the acquisition method in accordance with ASC 805 “Business Combinations,” which requires recognition of assets acquired and liabilities assumed, including contingent assets and liabilities, at their respective fair values on the date of acquisition. Any excess of the purchase consideration over the net fair value of tangible and identified intangible assets acquired less liabilities assumed is recorded as goodwill. The costs of business acquisitions, including fees for accounting, legal, professional consulting and valuation specialists, are expensed as incurred. Purchase price allocations may be preliminary and, during the measurement period not to exceed one year from the date of acquisition, changes in assumptions and estimates that result in adjustments to the fair value of assets acquired and liabilities assumed are recorded in the period the adjustments are determined. For business combinations achieved in stages, the Company’s previously held interest in the acquiree is remeasured at its acquisition date fair value, with the resulting gain or loss recorded in the Consolidated Statements of Net Loss and Comprehensive Loss. For a pre-existing relationship between the Company and acquiree that is not extinguished on the business combination, such a relationship is considered effectively settled as part of the business combination even if it is not legally cancelled. At the acquisition date, it becomes an intercompany relationship and is eliminated upon consolidation. The estimated fair value of acquired assets and assumed liabilities are determined primarily by using a discounted cash flow approach, with estimated cash flows discounted at a rate that the Company believes a market participant would determine to be commensurate with the inherent risks associated with the asset and related estimated cash flow streams. Contingent consideration in a business combination is remeasured at fair value each reporting period until the contingency is resolved and any change in the fair value from either the passage of time or events occurring after the acquisition date, is recorded within other (income) expense, net on the Consolidated Statements of Net Loss and Comprehensive Loss. |
Intangible Assets | Intangible assets The Company records intangible assets acquired at cost, net of accumulated amortization and accumulated impairment losses, if any. Cost is measured based on the fair values of cash consideration paid and equity interests issued. The cost of an intangible asset acquired in a business combination is its acquisition date fair value. Amortization of definite life intangible assets is calculated on a straight-line basis over the estimated useful lives of the assets as follows: Customer relationships 14 to 16 years Developed technology 10 years Website 3 years Supply contract 3 years Licenses 2 years The Company has rights under the ABG Profit Participation Arrangement, trademarks and a cultivation license with indefinite life. Intangible assets that are determined to have an indefinite life are not amortized, but tested for impairment annually or more frequently when indicators of impairment exist. If the carrying value of an individual indefinite-lived intangible asset exceeds its fair value, such individual indefinite-life intangible asset is impaired by the amount of the excess. |
Equity Method Investments | Equity method investments Investments in entities over which the Company has significant influence but not a controlling interest are accounted for using the equity method, with the Company’s share of earnings or losses reported in (gain) loss on equity method investments on the Consolidated Statements of Net Loss and Comprehensive Loss. The equity method investment is recorded at cost, plus the Company’s share of undistributed earnings or losses. The Company assesses investment in equity method investments if there is reason to believe an impairment may have occurred including, but not limited to, ongoing operating losses, projected decreases in earnings, increases in the weighted-average cost of capital, or significant business disruptions. The significant assumptions used to estimate fair value include revenue growth and profitability, capital spending, depreciation and taxes, foreign currency exchange rates, and a discount rate. By their nature, these projections and assumptions are uncertain. If it is determined that the current fair value of an investment is less than the carrying value of the investment, the Company will assess if the shortfall is of a temporary or permanent nature and write down the investment to its fair value if it is concluded the impairment is other than temporary. |
Stock-Based Payments | Stock-based payments Fully vested, non-forfeitable equity instruments issued to parties other than employees are measured on the date they are issued where there is no specific performance required by the grantee to retain those equity instruments. Stock-based payment transactions with non - |
Impairment of Goodwill and Indefinite Life Intangible Assets | Impairment of goodwill and indefinite life intangible assets Goodwill and indefinite life intangible assets are tested for impairment annually, or more frequently when events or circumstances indicate that impairment may have occurred. As part of the impairment evaluation, the Company may elect to perform an assessment of qualitative factors. If this qualitative assessment indicates that it is more likely than not that the fair value of the indefinite-lived intangible asset or the reporting unit (for goodwill) is less than its carrying value, a quantitative impairment test to compare the fair value to the carrying value and record an impairment charge if the carrying value exceeds the fair value is conducted. |
Significant Estimates and Judgments | Significant estimates and judgments The preparation of the Company’s financial statements requires management to make estimates, assumptions and judgments that affect the reported amounts of revenue, expenses, assets, liabilities, accompanying disclosures and the disclosure of contingent liabilities. These estimates and judgments are subject to change based on experience and new information. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amounts of assets or liabilities affecting future periods. Estimates and judgments are reviewed on an ongoing basis. Revisions to estimates are recognized prospectively. Financial statement areas that require significant estimates and judgments are as follows: Business combinations – The Company uses judgment in applying the acquisition method of accounting for business combinations and estimates to value identifiable assets and liabilities at the acquisition date. Estimates are used to determine cash flow projections, including the period of future benefit, and future growth and discount rates, among other factors. The values allocated to the acquired assets and liabilities assumed affect the amount of goodwill recorded on acquisition. Contingent consideration – Contingent consideration is subject to measurement uncertainty as the financial impact will only be confirmed by the outcome of a future event. The assessment of contingent consideration involves a significant amount of judgment, including determining a reliable estimate of the amount of cash outflow required to settle the obligation based on significant unobservable inputs as well as estimates around the probability and timing of satisfying the future events on which the contingent consideration is based. Asset impairment – Asset impairment tests require the allocation of assets to asset groups, which requires significant judgment and interpretation with respect to the integration between the assets and shared resources. Asset impairment tests require the determination of whether there is an indication of impairment. The assessment of whether an indication of impairment exists is performed at the end of each reporting period and requires the application of judgment, historical experience, and external and internal sources of information. Stock-based payments – Stock-based payment transactions are measured and recognized based on estimated fair value, which requires judgment in determining the appropriate valuation model and assumptions, including discount for shares not registered with the Securities Exchange Commission (“SEC”) subject to transfer restrictions. Imputed interest for loans receivable – In connection with the loans obtained as part of the ABG Profit Participation Arrangement, judgment is required to estimate the prevailing market interest rate at each time a loan is issued. |
New Accounting Pronouncements Not Yet Adopted | New accounting pronouncements not yet adopted In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606), a new standard on revenue recognition. Further, the FASB issued a number of additional ASUs regarding the new revenue recognition standard. The new standard, as amended, will supersede existing revenue recognition guidance and apply to all entities that enter into contracts to provide goods or services to customers. In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers – Deferral of the Effective Date, which amends ASU 2014-09 to defer the effective date by one year. For public companies, the new standard is effective for annual reporting periods beginning after December 31, 2017, including interim periods within that reporting period. For all other entities, including emerging growth companies, this standard is effective for annual reporting periods beginning after December 15, 2018, and interim reporting periods within annual reporting periods beginning after December 15, 2019. The Company is evaluating the impact on the financial statements and expects to implement the provisions of ASU 2014-09 for the annual financial statements for the year ended December 31, 2019. In January 2016, the FASB issued ASU 2016-01, Financial Instruments – Overall (Subtopic 825-10) – Recognition and Measurement of Financial Assets and Financial Liabilities, which requires all investments in equity securities with readily determinable fair value to be measured at fair value with changes in the fair value recognized through net income (other than those accounted for under the equity method of accounting or those that result in consolidation of the investee). In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which supersedes the current accounting for leases and while retaining two distinct types of leases, finance and operating, (1) requires lessees to record a right of use asset and a related liability for the rights and obligations associated with a lease, regardless of lease classification, and recognize lease expense in a manner similar to current accounting, (2) eliminates most real estate specific lease provisions, and (3) aligns many of the underlying lessor model principles with those in the new revenue standard. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today. For public companies, the new standard is effective for annual and interim periods in fiscal years beginning after December 15, 2018. For all other entities, including emerging growth companies, this standard is effective for annual reporting periods beginning after December 15, 2019, and interim periods within fiscal years beginning after December 2020. Earlier application is permitted. The Company is evaluating the impact on the financial statements and expects to implement the provisions of ASU 2016-02 for the annual financial statements for the year ended December 31, 2019. In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU 2016-13 requires the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions and reasonable and supportable forecasts. Adoption of ASU 2016-13 will require financial institutions and other organizations to use forward-looking information to better formulate their credit loss estimates. In addition, the ASU amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration. This update will be effective for fiscal years beginning after December 15, 2020 and interim periods within fiscal years beginning after December 15, 2021. The Company is evaluating the impact on the financial statements and expects to implement the provisions of ASU 2016-13 for the annual financial statements for the year ended December 31, 2021. In August 2018, the FASB issued ASU 2018-13, Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement (Topic 820). ASU 2018-13 adds, modifies, and removes certain fair value measurement disclosure requirements. ASU 2018-13 is effective for annual and interim periods beginning after December 15, 2019. Early adoption is permitted. The Company is currently evaluating the impact on the financial statements and expects to implement the provisions of ASU 2018-13 as of January 1, 2020. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Summary of Estimated Useful Lives of Definite Life Intangible Assets | Amortization of definite life intangible assets is calculated on a straight-line basis over the estimated useful lives of the assets as follows: Customer relationships 14 to 16 years Developed technology 10 years Website 3 years Supply contract 3 years Licenses 2 years |
Investments (Tables)
Investments (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Investments Debt And Equity Securities [Abstract] | |
Summary of Security Investments | The classification of investment in securities reported in long-term investments on the Condensed Consolidated Balance Sheets is summarized as follows: June 30, 2019 December 31, 2018 Investment in securities under available-for-sale method $ 4,799 $ 1,845 Investment in securities under the cost method 12,262 15,066 Investment in joint venture under the equity method 6,134 — Total investment in securities $ 23,195 $ 16,911 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets Measured Fair Value on Recurring Basis | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of June 30, 2019 and December 31, 2018, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value: Quoted prices in active markets for Other Significant identical observable unobservable assets inputs inputs (Level 1) (Level 2) (Level 3) Total June 30, 2019 Cash equivalents $ 136,479 $ — $ — $ 136,479 Investments Money market fund 36,323 — — 36,323 Investment in equity securities under available-for-sale method 3,669 — — 3,669 Investment in debt securities under available-for-sale method — 1,130 — 1,130 Total investments 39,992 1,130 — 41,122 Contingent consideration — — (49,581 ) (49,581 ) Total $ 176,471 $ 1,130 $ (49,581 ) $ 128,020 December 31, 2018 Cash equivalents $ 203,761 $ — $ — $ 203,761 Investments Treasury bills 30,335 — — 30,335 Investment in equity securities under available-for-sale method 1,163 682 — 1,845 Total investments 31,498 682 — 32,180 Total $ 235,259 $ 682 $ — $ 235,941 |
Inventory (Tables)
Inventory (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventory is comprised of the following items: June 30, 2019 December 31, 2018 Raw materials $ 14,718 $ 2,132 Work-in-process 39,142 12,812 Finished goods 21,457 1,267 Total $ 75,317 $ 16,211 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Prepaid Expense And Other Assets Current [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets is comprised of the following items: June 30, 2019 December 31, 2018 Deposits $ 26,885 $ 1,511 Prepaid expenses 8,201 1,496 Other current assets 1,547 — Total $ 36,633 $ 3,007 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Property Plant And Equipment [Abstract] | |
Summary of Property and Equipment | Property and equipment, net consists of the following: June 30, 2019 December 31, 2018 Land $ 5,717 $ 4,498 Buildings and leasehold improvements 93,295 51,111 Laboratory and manufacturing equipment 22,791 6,131 Office and computer equipment 3,510 970 Assets under capital lease 10,069 9,661 Construction in process 23,642 15,343 159,024 87,714 Less: accumulated depreciation and amortization (11,466 ) (7,500 ) Total $ 147,558 $ 80,214 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Intangible Assets Net Excluding Goodwill [Abstract] | |
Schedule of Intangible Assets | Intangible assets are comprised of the following items: June 30, 2019 December 31, 2018 Weighted Average Amortization Period (in years) Cost Accumulated Amortization Net Cost Accumulated Amortization Net Customer relationships 16 $ 135,147 $ 2,849 $ 132,298 $ — $ — $ — Developed technology 10 7,027 234 6,793 — — — Website 3 4,231 2,772 1,459 3,755 2,253 1,502 Alef license 2 4,086 — 4,086 2,984 — 2,984 Supply contract 3 2,368 — 2,368 — — — Cultivation license Indefinite 10,617 — 10,617 — — — Trademarks Indefinite 54,996 — 54,996 — — — Rights under ABG Profit Participation Arrangement Indefinite 119,366 — 119,366 — — — Total $ 337,838 $ 5,855 $ 331,983 $ 6,739 $ 2,253 $ 4,486 |
Goodwill (Tables)
Goodwill (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Goodwill Disclosure [Abstract] | |
Schedule of Change in Carrying Amount of Goodwill | The following table shows the change in carrying amount of goodwill: Balance December 31, 2018 $ — Acquisition of Manitoba Harvest 127,681 Acquisition of Natura 24,830 Foreign currency translation adjustment 2,443 Balance June 30, 2019 $ 154,954 |
Accounts Payable, Accrued Exp_2
Accounts Payable, Accrued Expenses and Other Current Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Payables And Accruals [Abstract] | |
Schedule of Accounts Payable, Accrued Expenses and Other Current Liabilities | Accounts payable, accrued expenses and other current liabilities are comprised of the following items: June 30, 2019 December 31, 2018 Accounts payable - trade $ 24,287 $ 9,716 Accounts payable - related parties 81 933 Total accounts payable $ 24,368 $ 10,649 Accrued interest on Convertible Notes $ 5,938 $ 5,302 Accrued payroll 7,943 3,278 Accrued legal fees 486 565 Consideration payable for acquisition of Manitoba Harvest 69,356 — Contingent consideration for acquisitions 49,581 — Other accrued expenses and current liabilities 17,984 5,673 Total accrued expenses and other current liabilities $ 151,288 $ 14,818 |
Convertible Notes (Tables)
Convertible Notes (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Components of Net Carrying Amount of Convertible Notes | The following table sets forth the net carrying amount of the Convertible Notes: June 30, 2019 December 31, 2018 5.00% Convertible Notes $ 475,000 $ 475,000 Unamortized discount (37,866 ) (41,687 ) Unamortized transaction costs (11,734 ) (12,946 ) Net carrying amount $ 425,400 $ 420,367 |
Schedule of Interest Expense Related to Convertible Notes | The following table sets forth total interest expense recognized related to the Convertible Notes: Six months ended June 30, 2019 2018 Contractual coupon interest $ 11,875 $ — Amortization of discount 3,821 — Amortization of transaction costs 1,212 — Total $ 16,908 $ — |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Equity [Abstract] | |
Summary of Capital Stock | The Company’s certificate of incorporation authorized the Company to issue the following classes of shares with the following par value and voting rights as of June 30, 2019. The liquidation and dividend rights are identical among Class 1 common stock and Class 2 common stock, and all classes of common stock share equally in our earnings and losses. Par Value Authorized Voting Rights Class 1 common stock $ 0.0001 250,000,000 10 votes for each share Class 2 common stock $ 0.0001 500,000,000 1 vote for each share Convertible preferred stock $ 0.0001 10,000,000 N/A |
General and Administrative Ex_2
General and Administrative Expenses (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
General And Administrative Expense [Abstract] | |
Schedule of General and Administrative Expenses | General and administrative expenses are comprised of the following items: Three months ended June 30, Six months ended June 30, 2019 2018 2019 2018 Salaries $ 7,241 $ 2,260 $ 13,652 $ 3,357 Professional fees $ 4,208 $ 1,174 $ 6,665 $ 2,656 Travel expenses $ 1,161 $ 554 $ 1,882 $ 719 Other expenses $ 3,855 $ 1,354 $ 7,063 $ 2,755 Total $ 16,465 $ 5,342 $ 29,262 $ 9,487 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Original Stock Option Plan [Member] | |
Schedule of Stock Option Activity | Stock option activity under the Original Plan is as follows: Stock options Weighted- average exercise price Weighted- average remaining contractual term (years) Aggregate intrinsic value Balance December 31, 2018 592,594 $ 4.14 8.1 $ 989 Allocated to Tilray 143,794 4.26 Exercised (13,370 ) 3.79 Forfeited (6,310 ) 4.24 Cancelled (1,042 ) 3.88 Balance June 30, 2019 715,666 $ 4.21 7.8 $ 30,892 Vested and expected to vest, June 30, 2019 644,381 $ 4.03 7.7 $ 27,933 Vested and exercisable, June 30, 2019 353,209 $ 3.18 7.2 $ 15,610 |
2018 Equity Incentive Plan [Member] | Time-based Stock Options [Member] | |
Schedule of Stock Option Activity | Time-based stock option activity Stock options Weighted- average exercise price Weighted- average remaining contractual term (years) Aggregate intrinsic value Balance December 31, 2018 6,015,041 $ 13.54 7.7 $ 342,916 Granted 10,000 70.25 Exercised (488,840 ) 7.76 Forfeited (46,162 ) 28.27 Balance June 30, 2019 5,490,039 $ 14.03 8.9 $ 189,799 Vested and expected to vest, June 30, 2019 5,281,387 $ 13.85 8.9 $ 183,208 Vested and exercisable, June 30, 2019 1,800,954 $ 7.76 8.9 $ 69,877 |
2018 Equity Incentive Plan [Member] | Performance-based Stock Options [Member] | |
Schedule of Stock Option Activity | Performance-based stock option activity Stock options Weighted- average exercise price Weighted- average remaining contractual term (years) Aggregate intrinsic value Balance December 31, 2018 600,000 $ 7.76 9.4 $ 37,668 Exercised (80,000 ) 7.76 Balance June 30, 2019 520,000 $ 7.76 8.9 $ 20,176 Vested and expected to vest, June 30, 2019 518,991 $ 7.76 8.9 $ 20,137 Vested and exercisable, June 30, 2019 220,000 $ 7.76 8.9 $ 8,536 |
2018 Equity Incentive Plan [Member] | Time-based RSU [Member] | |
Schedule of RSU Activity | Time-based RSU activity Time-based RSUs Weighted-average grant-date fair value per share Non-vested December 31, 2018 237,222 $ 49.86 Granted 756,825 55.27 Issued on vesting (35,000 ) 7.76 Forfeited (30,891 ) 61.47 Non-vested June 30, 2019 928,156 $ 55.47 |
2018 Equity Incentive Plan [Member] | Performance-based RSUs [Member] | |
Schedule of RSU Activity | Performance-based RSUs activity Performance-based RSUs Weighted-average grant-date fair value per share Non-vested December 31, 2018 1,050,000 $ 7.76 Issued on vesting (478,125 ) 7.76 Non-vested June 30, 2019 571,875 $ 7.76 |
Business Combinations (Tables)
Business Combinations (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Manitoba Harvest | |
Schedule of Revised and Preliminary Purchase Price | The revised purchase price is calculated as follows: February 28, 2019 Cash paid on closing $ 114,591 Cash payable six months after closing 37,490 Class 2 common stock issued on closing (1) 96,844 Class 2 common stock issuable six months after closing (1) 31,866 Working capital adjustment 274 Contingent consideration 29,207 Total fair value of consideration transferred $ 310,272 (1) 1,209,946 shares of Class 2 common stock were issued on closing. The amount of Class 2 common stock issuable six months after closing will be the determined in accordance with the Manitoba Harvest acquisition agreement based on the trading price of the shares. |
Schedule of preliminary allocation of the purchase price to assets acquired and liabilities assumed | The following table summarizes the Company’s revised preliminary allocation of the purchase price to assets acquired and liabilities assumed at the acquisition date. During the three months ended June 30, 2019, this resulted in a $20 increase in inventory, $47 increase in property and equipment, $76 increase in developed technology, $456 increase in customer relationships, $321 increase in accounts payable, $147 decrease in accrued expenses and other current liabilities, $321 decrease in accrued obligations under capital lease, $160 increase in deferred tax liability, and $312 decrease in goodwill. The final purchase price allocation will be adjusted as needed, pending the finalization of estimates and assumptions used in valuing property and equipment, intangible assets, and deferred tax liability, among other identifiable assets acquired and liabilities assumed, and will be finalized no later than one year after the acquisition date. February 28, 2019 Assets Cash and cash equivalents $ 5,534 Accounts receivable 6,207 Inventory 15,331 Prepaid expenses and other current assets 1,030 Property and equipment 23,581 Intangible assets: Estimated useful life Trademarks Indefinite 54,688 Developed technology 10 years 6,988 Customer relationships 14-16 years 134,290 Goodwill 127,681 Total assets 375,330 Liabilities Accounts payable 4,973 Accrued expenses and other current liabilities 4,911 Deferred tax liability 55,174 Total liabilities 65,058 Net assets acquired $ 310,272 |
Natura | |
Schedule of Revised and Preliminary Purchase Price | The preliminary purchase price is calculated as follows: February 15, 2019 Cash paid on closing $ 15,252 Class 2 common stock issued on closing (1) 15,100 Contingent consideration 20,007 Fair value of previously held interest (2) 1,565 Effective settlement of pre-existing debt (3) 2,308 Total fair value of consideration transferred $ 54,232 (1) 180,332 shares of Class 2 common stock issued on closing. (2) The fair value of the Company’s investment in Natura on the acquisition date was determined based on the fair value of total consideration transferred and reflected book value on the acquisition date. (3) The Company held $3,000 CAD convertible debt of Natura at the acquisition date. On acquisition, this debt and related accrued interest was effectively settled. |
Schedule of preliminary allocation of the purchase price to assets acquired and liabilities assumed | The following table summarizes the Company’s revised preliminary allocation of the purchase price to assets acquired and liabilities assumed at the acquisition date. During the three months ended June 30, 2019, this resulted in a $211 decrease in property and equipment, $378 decrease in cultivation license, $189 decrease in supply contract, $4,319 decrease in deferred tax liability and $3,541 decrease in goodwill. The final purchase price allocation will be adjusted as needed, pending the finalization of estimates and assumptions used in valuing property and equipment, intangible assets, and deferred tax liability, among other identifiable assets acquired and liabilities assumed, and will be finalized no later than one year after the acquisition date. February 15, 2019 Assets Cash and cash equivalents $ 169 Accounts receivable 109 Inventory 3,482 Prepaid expenses and other current assets 166 Property and equipment 17,435 Intangible assets: Estimated useful life Cultivation license Indefinite 10,494 Supply contract 3 years (1) 2,340 Goodwill 24,830 Total assets 59,025 Liabilities Accounts payable 3,280 Accrued expenses and other current liabilities 876 Deferred tax liability 637 Total liabilities 4,793 Net assets acquired $ 54,232 (1) The estimated useful life of the supply contract intangible asset is 3 years. Amortization of the asset will commence once supply commences. |
Manitoba Harvest and Natura | |
Schedule of Pro Forma Information | The unaudited pro forma information for the periods set forth below gives effect to the acquisitions of Manitoba Harvest and Natura as if the acquisitions had occurred as of January 1, 2018. This pro forma information is presented for informational purposes only and is not necessarily indicative of the results of operations that actually would have been achieved had the acquisitions been consummated as of that time: Six months ended June 30, 2019 2018 Revenue $ 79,707 $ 54,070 Net loss (68,182 ) (23,856 ) Net loss per share - basic and diluted (0.71 ) (0.31 ) |
Business Segment Information (T
Business Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Segment Reporting [Abstract] | |
Summary of Sources of Revenue | Sources of revenue were as follows: Three months ended June 30, Six months ended June 30, 2019 2018 2019 2018 Dried cannabis $ 21,866 $ 5,246 $ 32,802 $ 9,869 Cannabis extracts 3,899 4,439 10,353 7,545 Food products 19,935 — 25,517 — Accessories and other 204 59 270 138 Total $ 45,904 $ 9,744 $ 68,942 $ 17,552 |
Summary of Revenue Attributed to a Geographic Region Based on the Location of the Customer | Revenue attributed to geographic region based on the location of the customer was as follows: Three months ended June 30, Six months ended June 30, 2019 2018 2019 2018 Canada $ 30,329 $ 9,399 $ 47,331 $ 17,012 United States 10,730 — 14,955 — Other countries 4,845 345 6,656 540 Total $ 45,904 $ 9,744 $ 68,942 $ 17,552 |
Summary of Long-lived Assets Consisting of Property and Equipment, Net of Accumulated Depreciation, Attributed to Geographic Regions Based on their Physical Location | Long-lived assets consisting of property and equipment, net of accumulated depreciation, attributed to geographic regions based on their physical location were as follows: June 30, 2019 December 31, 2018 Canada $ 121,494 $ 64,687 Portugal 23,462 15,455 United States 2,497 — Other countries 105 72 Total $ 147,558 $ 80,214 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) $ in Millions | 6 Months Ended |
Jun. 30, 2019USD ($) | |
Minimum [Member] | |
Summary Of Significant Accounting Policies [Line Items] | |
Market value of common stock held by non affiliates | $ 700 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Estimated Useful Lives of Definite Life Intangible Assets (Detail) | 6 Months Ended |
Jun. 30, 2019 | |
Customer Relationships [Member] | |
Finite Lived Intangible Assets [Line Items] | |
Estimated useful lives of intangible assets | 16 years |
Customer Relationships [Member] | Minimum [Member] | |
Finite Lived Intangible Assets [Line Items] | |
Estimated useful lives of intangible assets | 14 years |
Customer Relationships [Member] | Maximum [Member] | |
Finite Lived Intangible Assets [Line Items] | |
Estimated useful lives of intangible assets | 16 years |
Developed Technology [Member] | |
Finite Lived Intangible Assets [Line Items] | |
Estimated useful lives of intangible assets | 10 years |
Website [Member] | |
Finite Lived Intangible Assets [Line Items] | |
Estimated useful lives of intangible assets | 3 years |
Supply Contract [Member] | |
Finite Lived Intangible Assets [Line Items] | |
Estimated useful lives of intangible assets | 3 years |
Licenses [Member] | |
Finite Lived Intangible Assets [Line Items] | |
Estimated useful lives of intangible assets | 2 years |
Investments - Summary of Securi
Investments - Summary of Security Investments (Detail) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Investments Debt And Equity Securities [Abstract] | ||
Investment in securities under available-for-sale method | $ 4,799 | $ 1,845 |
Investment in securities under the cost method | 12,262 | 15,066 |
Investment in joint venture under the equity method | 6,134 | |
Total investment in securities | $ 23,195 | $ 16,911 |
Investments - Additional Inform
Investments - Additional Information (Detail) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Schedule Of Available For Sale Securities [Line Items] | ||
Investment in joint venture under the equity method | $ 6,134 | |
Anheuser-Busch InBev [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Percentage of ownership | 50.00% | |
Percentage of voting interest | 50.00% | |
Investment in joint venture under the equity method | $ 6,134 | |
Long-term Investments [Member] | Investment in Equities [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Available-for-sale securities, Gross unrealized loss | $ 226 | $ 802 |
Fair Value Measurement - Schedu
Fair Value Measurement - Schedule of Assets Measured Fair Value on Recurring Basis (Detail) - Fair Value, Measurements, Recurring [Member] - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total cash equivalents | $ 136,479 | $ 203,761 |
Total investments | 41,122 | 32,180 |
Contingent consideration | (49,581) | |
Total | 128,020 | 235,941 |
Investment in Equity Securities under Available-for-Sale Method [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total investments | 3,669 | 1,845 |
Investment in Debt Securities under Available-for-Sale Method [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total investments | 1,130 | |
Treasury Bills [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total investments | 30,335 | |
Money Market Fund [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total investments | 36,323 | |
Level 1 [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total cash equivalents | 136,479 | 203,761 |
Total investments | 39,992 | 31,498 |
Total | 176,471 | 235,259 |
Level 1 [Member] | Investment in Equity Securities under Available-for-Sale Method [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total investments | 3,669 | 1,163 |
Level 1 [Member] | Treasury Bills [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total investments | 30,335 | |
Level 1 [Member] | Money Market Fund [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total investments | 36,323 | |
Level 2 [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total investments | 1,130 | 682 |
Total | 1,130 | 682 |
Level 2 [Member] | Investment in Equity Securities under Available-for-Sale Method [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total investments | $ 682 | |
Level 2 [Member] | Investment in Debt Securities under Available-for-Sale Method [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total investments | 1,130 | |
Level 3 [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Contingent consideration | (49,581) | |
Total | $ (49,581) |
Fair Value Measurement - Additi
Fair Value Measurement - Additional Information (Detail) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |||
Unrealized gain recorded in other comprehensive income | $ 6 | $ 69 | |
Transfers between levels of fair value hierarchy | $ 0 | $ 0 |
Inventory - Schedule of Invento
Inventory - Schedule of Inventory (Detail) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 14,718 | $ 2,132 |
Work-in-process | 39,142 | 12,812 |
Finished goods | 21,457 | 1,267 |
Total | $ 75,317 | $ 16,211 |
Inventory - Additional Informat
Inventory - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Inventory Disclosure [Abstract] | ||||
Inventory write-downs | $ 201 | $ 491 | $ 525 | $ 703 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets - Schedule of Prepaid Expenses and Other Current Assets (Detail) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Prepaid Expense And Other Assets Current [Abstract] | ||
Deposits | $ 26,885 | $ 1,511 |
Prepaid expenses | 8,201 | 1,496 |
Other current assets | 1,547 | |
Total | $ 36,633 | $ 3,007 |
Property and Equipment, Net - S
Property and Equipment, Net - Summary of Property and Equipment (Detail) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 159,024 | $ 87,714 |
Less: accumulated depreciation and amortization | (11,466) | (7,500) |
Total | 147,558 | 80,214 |
Land [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 5,717 | 4,498 |
Buildings and Leasehold Improvements [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 93,295 | 51,111 |
Laboratory and Manufacturing Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 22,791 | 6,131 |
Office and Computer Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 3,510 | 970 |
Assets under Capital Lease [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 10,069 | 9,661 |
Construction in Process [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 23,642 | $ 15,343 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Property Plant And Equipment [Line Items] | ||||
Property, plant and equipment additions | $ 68,853,000 | $ 25,979,000 | ||
General Office Space and Equipment [Member] | ||||
Property Plant And Equipment [Line Items] | ||||
Depreciation expense | $ 239,000 | $ 30,000 | 544,000 | 59,000 |
Construction in Process [Member] | ||||
Property Plant And Equipment [Line Items] | ||||
Capitalized interest | 108,000 | 35,000 | 166,000 | 169,000 |
Cost of Sales [Member] | ||||
Property Plant And Equipment [Line Items] | ||||
Depreciation expense | $ 508,000 | $ 157,000 | $ 1,507,000 | $ 259,000 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets (Detail) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2019 | Dec. 31, 2018 | |
Acquired Finite Lived Intangible Assets [Line Items] | ||
Finite lived intangible asset, Accumulated Amortization | $ 5,855 | $ 2,253 |
Total intangible asset, Cost | 337,838 | 6,739 |
Total intangible asset, Net | 331,983 | 4,486 |
Cultivation License [Member] | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Indefinite intangible asset, Cost | 10,617 | |
Trademarks [Member] | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Indefinite intangible asset, Cost | 54,996 | |
Rights under ABG Profit Participation Arrangement [Member] | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Indefinite intangible asset, Cost | $ 119,366 | |
Customer Relationships [Member] | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period (in years) | 16 years | |
Finite lived intangible asset, Cost | $ 135,147 | |
Finite lived intangible asset, Accumulated Amortization | 2,849 | |
Finite lived intangible asset, Net | $ 132,298 | |
Developed Technology [Member] | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period (in years) | 10 years | |
Finite lived intangible asset, Cost | $ 7,027 | |
Finite lived intangible asset, Accumulated Amortization | 234 | |
Finite lived intangible asset, Net | $ 6,793 | |
Website [Member] | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period (in years) | 2 years | |
Finite lived intangible asset, Cost | $ 4,231 | 3,755 |
Finite lived intangible asset, Accumulated Amortization | 2,772 | 2,253 |
Finite lived intangible asset, Net | $ 1,459 | 1,502 |
Alef License [Member] | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period (in years) | 2 years | |
Finite lived intangible asset, Cost | $ 4,086 | 2,984 |
Finite lived intangible asset, Net | $ 4,086 | $ 2,984 |
Supply Contract [Member] | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period (in years) | 3 years | |
Finite lived intangible asset, Cost | $ 2,368 | |
Finite lived intangible asset, Net | $ 2,368 |
Intangible Assets - Additional
Intangible Assets - Additional Information (Detail) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Finite Lived Intangible Assets [Line Items] | ||
Finite lived intangible assets amortization expense, 2019 | $ 5,080 | |
Finite lived intangible assets amortization expense, 2020 | 9,964 | |
Finite lived intangible assets amortization expense, 2021 | 9,306 | |
Finite lived intangible assets amortization expense, 2022 | 9,229 | |
Finite lived intangible assets amortization expense, 2023 | 9,205 | |
Finite lived intangible assets amortization expense, thereafter | 97,766 | |
Intangible Assets Not Yet Available For Use [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Net carrying value of intangible assets | $ 6,454 | $ 3,027 |
Goodwill - Schedule of Change i
Goodwill - Schedule of Change in Carrying Amount of Goodwill (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2019USD ($) | |
Goodwill [Line Items] | |
Foreign currency translation adjustment | $ 2,443 |
Goodwill, Ending balance | 154,954 |
Manitoba Harvest | |
Goodwill [Line Items] | |
Acquisition | 127,681 |
Natura | |
Goodwill [Line Items] | |
Acquisition | $ 24,830 |
Accounts Payable, Accrued Exp_3
Accounts Payable, Accrued Expenses and Other Current Liabilities - Summary of Accounts Payable, Accrued Expenses and Other Current Liabilities (Detail) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Accounts Payable, Accrued Liabilities and Other Current Liabilities [Line Items] | ||
Accounts payable - trade | $ 24,287 | $ 9,716 |
Accounts payable - related parties | 81 | 933 |
Total accounts payable | 24,368 | 10,649 |
Accrued interest on Convertible Notes | 5,938 | 5,302 |
Accrued payroll | 7,943 | 3,278 |
Accrued legal fees | 486 | 565 |
Contingent consideration for acquisitions | 49,581 | |
Other accrued expenses and current liabilities | 17,984 | 5,673 |
Total accrued expenses and other current liabilities | 151,288 | $ 14,818 |
Manitoba Harvest | ||
Accounts Payable, Accrued Liabilities and Other Current Liabilities [Line Items] | ||
Contingent consideration for acquisitions | $ 69,356 |
Convertible Notes - Additional
Convertible Notes - Additional Information (Detail) - Convertible Senior Notes Due 2023 $ / shares in Units, $ in Thousands | 6 Months Ended | |
Jun. 30, 2019USD ($)$ / shares | Dec. 31, 2018USD ($) | |
Debt Instrument [Line Items] | ||
Debt instrument, face amount | $ 475,000 | $ 475,000 |
Proceeds from issuance of debt | $ 460,134 | |
Debt instrument interest payment term | The Convertible Notes bear interest at a rate of 5.00% per annum, payable semi-annually in arrears on April 1 and October 1 of each year, beginning on April 1, 2019. | |
Debt instrument interest rate | 5.00% | |
Debt instrument maturity period | Oct. 1, 2023 | |
Debt instrument, periodic payment of principal amount | $ 0 | |
Debt instrument, term | 5 years | |
Debt instrument, default condition | To the extent the Company so elects, the sole remedy for an event of default relating to certain failures by the Company to comply with certain reporting covenants in the Indenture will, for the first 365 days after such event of default, consist exclusively of the right to receive additional interest on the notes. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of our common stock or a combination of cash and shares of our common stock, at the Company’s election (the “cash conversion option”) | |
Conversion rate of convertible notes | 5.9735 | |
Conversion price per share | $ / shares | $ 167.41 | |
Transaction costs attributable to convertible notes | $ 13,467 |
Convertible Notes - Schedule of
Convertible Notes - Schedule of Components of Net Carrying Amount of Convertible Notes (Detail) - Convertible Senior Notes Due 2023 - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||
5.00% Convertible Notes | $ 475,000 | $ 475,000 |
Unamortized discount | 37,866 | 41,687 |
Unamortized transaction costs | 11,734 | 12,946 |
Net carrying amount | $ 425,400 | $ 420,367 |
Convertible Notes - Schedule _2
Convertible Notes - Schedule of Interest Expense Schedule of Interest Expense Related to Convertible Notes (Detail) $ in Thousands | 6 Months Ended |
Jun. 30, 2019USD ($) | |
Debt Instrument [Line Items] | |
Amortization of discount | $ 5,033 |
Convertible Senior Notes Due 2023 | |
Debt Instrument [Line Items] | |
Contractual coupon interest | 11,875 |
Amortization of discount | 3,821 |
Amortization of transaction costs | 1,212 |
Total | $ 16,908 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Capital Stock (Detail) | 6 Months Ended |
Jun. 30, 2019$ / sharesshares | |
Class 1 Common Stock [Member] | |
Class Of Stock [Line Items] | |
Common stock, par value | $ / shares | $ 0.0001 |
Common stock, shares authorized | shares | 250,000,000 |
Common stock voting rights | 10 votes for each share |
Class 2 Common Stock [Member] | |
Class Of Stock [Line Items] | |
Common stock, par value | $ / shares | $ 0.0001 |
Common stock, shares authorized | shares | 500,000,000 |
Common stock voting rights | 1 vote for each share |
Convertible Preferred Stock [Member] | |
Class Of Stock [Line Items] | |
Convertible preferred stock | $ / shares | $ 0.0001 |
Convertible preferred stock shares authorized | shares | 10,000,000 |
Convertible preferred stock voting rights | N/A |
Stockholders' Equity - Summar_2
Stockholders' Equity - Summary of Capital Stock (Parenthetical) (Detail) | Jun. 30, 2019Vote |
Class 1 Common Stock [Member] | |
Class Of Stock [Line Items] | |
Common stock, votes for each share | 10 |
Class 2 Common Stock [Member] | |
Class Of Stock [Line Items] | |
Common stock, votes for each share | 1 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - Class 2 Common Stock [Member] - $ / shares | 1 Months Ended | ||
Mar. 31, 2019 | Feb. 28, 2019 | Jan. 31, 2019 | |
Natura Acquisition [Member] | |||
Class Of Stock [Line Items] | |||
Common stock issued, Shares | 180,332 | ||
Share Price | $ 83.73 | ||
Manitoba Harvest Acquisition [Member] | |||
Class Of Stock [Line Items] | |||
Common stock issued, Shares | 1,209,946 | ||
Share Price | $ 80.04 | ||
ABG Intermediate Holdings 2 LLC [Member] | |||
Class Of Stock [Line Items] | |||
Common stock issued, Shares | 840,107 | 840,107 | |
Share Price | $ 79.35 | $ 79.35 | |
Fair value of common stock, per share | $ 59.77 | $ 89.13 |
General and Administrative Ex_3
General and Administrative Expenses - Schedule of General and Administrative Expenses (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
General And Administrative Expense [Abstract] | ||||
Salaries | $ 7,241 | $ 2,260 | $ 13,652 | $ 3,357 |
Professional fees | 4,208 | 1,174 | 6,665 | 2,656 |
Travel expenses | 1,161 | 554 | 1,882 | 719 |
Other expenses | 3,855 | 1,354 | 7,063 | 2,755 |
Total | $ 16,465 | $ 5,342 | $ 29,262 | $ 9,487 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Original Stock Option Plan [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Allocated share-based compensation expense | $ 158,000 | $ 169,000 | $ 268,000 | $ 200,000 | |
Stock options granted | 0 | 301,442 | |||
Unrecognized compensation expense | 856,000 | $ 856,000 | |||
Unrecognized stock-based compensation expense to be recognized in period, years | 10 months 24 days | ||||
Fair values of stock option vested | $ 341,000 | $ 85,000 | |||
2018 Equity Incentive Plan [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Allocated share-based compensation expense | 7,427,000 | $ 5,432,000 | $ 12,623,000 | $ 5,432,000 | |
2018 Equity Incentive Plan [Member] | Time-based Stock Options [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Stock options granted | 10,000 | 5,479,196 | |||
Unrecognized compensation expense | 30,068,000 | $ 30,068,000 | |||
Unrecognized stock-based compensation expense to be recognized in period, years | 2 years 4 months 24 days | ||||
Fair values of stock option vested | $ 5,500,000 | $ 0 | |||
Weighted average fair values of stock options granted, per share | $ 28.88 | ||||
2018 Equity Incentive Plan [Member] | Performance-based Stock Options [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Stock options granted | 0 | 600,000 | |||
Unrecognized compensation expense | 70,000 | $ 70,000 | |||
Unrecognized stock-based compensation expense to be recognized in period, years | 1 month 6 days | ||||
Fair values of stock option vested | $ 913,000 | $ 1,246,000 | |||
2018 Equity Incentive Plan [Member] | Time-based RSU [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Unrecognized compensation expense | 42,691,000 | $ 42,691,000 | |||
Unrecognized stock-based compensation expense to be recognized in period, years | 2 years 8 months 12 days | ||||
Number of RSUs granted | 756,825 | 140,000 | |||
2018 Equity Incentive Plan [Member] | Performance-based RSUs [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Unrecognized compensation expense | $ 736,000 | $ 736,000 | |||
Unrecognized stock-based compensation expense to be recognized in period, years | 1 year | ||||
Number of RSUs granted | 1,050,000 | ||||
2018 Equity Incentive Plan [Member] | Class 2 common stock [Member] | Stock Options and Restricted Stock Units [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Shares are reserved for issuance | 12,926,172 | 12,926,172 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Stock Option Activity (Detail) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Original Stock Option Plan [Member] | |||
Stock options | |||
Shares, Beginning Balance | 592,594 | ||
Shares, Granted | 0 | 301,442 | |
Shares, Allocated to Tilray | 143,794 | ||
Shares, Exercised | (13,370) | ||
Shares, Forfeited | (6,310) | ||
Shares, Cancelled | (1,042) | ||
Shares, Ending Balance | 715,666 | 592,594 | |
Shares, Vested and expected to vest | 644,381 | ||
Shares, Vested and exercisable | 353,209 | ||
Weighted-average exercise price | |||
Weighted-average exercise price, Beginning Balance | $ 4.14 | ||
Weighted-average exercise price, Allocated to Tilray | 4.26 | ||
Weighted-average exercise price, Exercised | 3.79 | ||
Weighted-average exercise price, Forfeited | 4.24 | ||
Weighted-average exercise price, Cancelled | 3.88 | ||
Weighted-average exercise price, Ending Balance | 4.21 | $ 4.14 | |
Weighted-average exercise price, Vested and expected to vest | 4.03 | ||
Weighted-average exercise price, Vested and exercisable | $ 3.18 | ||
Weighted-average remaining contractual term (years) | |||
Weighted-average remaining contractual term | 7 years 9 months 18 days | 8 years 1 month 6 days | |
Weighted-average remaining contractual term, Vested and expected to vest | 7 years 8 months 12 days | ||
Weighted-average remaining contractual term, Vested and exercisable | 7 years 2 months 12 days | ||
Aggregate intrinsic value | |||
Aggregate intrinsic value | $ 30,892 | $ 989 | |
Aggregate intrinsic value, Vested and expected to vest | 27,933 | ||
Aggregate intrinsic value, Vested and exercisable | $ 15,610 | ||
2018 Equity Incentive Plan [Member] | Time-based Stock Options [Member] | |||
Stock options | |||
Shares, Beginning Balance | 6,015,041 | ||
Shares, Granted | 10,000 | 5,479,196 | |
Shares, Exercised | (488,840) | ||
Shares, Forfeited | (46,162) | ||
Shares, Ending Balance | 5,490,039 | 6,015,041 | |
Shares, Vested and expected to vest | 5,281,387 | ||
Shares, Vested and exercisable | 1,800,954 | ||
Weighted-average exercise price | |||
Weighted-average exercise price, Beginning Balance | $ 13.54 | ||
Weighted-average exercise price, Granted | 70.25 | ||
Weighted-average exercise price, Exercised | 7.76 | ||
Weighted-average exercise price, Forfeited | 28.27 | ||
Weighted-average exercise price, Ending Balance | 14.03 | $ 13.54 | |
Weighted-average exercise price, Vested and expected to vest | 13.85 | ||
Weighted-average exercise price, Vested and exercisable | $ 7.76 | ||
Weighted-average remaining contractual term (years) | |||
Weighted-average remaining contractual term | 8 years 10 months 24 days | 7 years 8 months 12 days | |
Weighted-average remaining contractual term, Vested and expected to vest | 8 years 10 months 24 days | ||
Weighted-average remaining contractual term, Vested and exercisable | 8 years 10 months 24 days | ||
Aggregate intrinsic value | |||
Aggregate intrinsic value | $ 189,799 | $ 342,916 | |
Aggregate intrinsic value, Vested and expected to vest | 183,208 | ||
Aggregate intrinsic value, Vested and exercisable | $ 69,877 | ||
2018 Equity Incentive Plan [Member] | Performance-based Stock Options [Member] | |||
Stock options | |||
Shares, Beginning Balance | 600,000 | ||
Shares, Granted | 0 | 600,000 | |
Shares, Exercised | (80,000) | ||
Shares, Ending Balance | 520,000 | 600,000 | |
Shares, Vested and expected to vest | 518,991 | ||
Shares, Vested and exercisable | 220,000 | ||
Weighted-average exercise price | |||
Weighted-average exercise price, Beginning Balance | $ 7.76 | ||
Weighted-average exercise price, Exercised | 7.76 | ||
Weighted-average exercise price, Ending Balance | 7.76 | $ 7.76 | |
Weighted-average exercise price, Vested and expected to vest | 7.76 | ||
Weighted-average exercise price, Vested and exercisable | $ 7.76 | ||
Weighted-average remaining contractual term (years) | |||
Weighted-average remaining contractual term | 8 years 10 months 24 days | 9 years 4 months 24 days | |
Weighted-average remaining contractual term, Vested and expected to vest | 8 years 10 months 24 days | ||
Weighted-average remaining contractual term, Vested and exercisable | 8 years 10 months 24 days | ||
Aggregate intrinsic value | |||
Aggregate intrinsic value | $ 20,176 | $ 37,668 | |
Aggregate intrinsic value, Vested and expected to vest | 20,137 | ||
Aggregate intrinsic value, Vested and exercisable | $ 8,536 |
Stock-based Compensation - Sc_2
Stock-based Compensation - Schedule of RSU Activity (Detail) - 2018 Equity Incentive Plan [Member] - $ / shares | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Time-based RSU [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Share equivalent, Beginning Balance | 237,222 | |
Share equivalent, Granted | 756,825 | 140,000 |
Share equivalent, Issued on vesting | (35,000) | |
Share equivalent, Forfeited | (30,891) | |
Share equivalent, Ending Balance | 928,156 | |
Weighted-average grant date fair value, Beginning Balance | $ 49.86 | |
Weighted-average grant date fair value, Granted | 55.27 | |
Weighted-average grant date fair value, Issued on Vesting | 7.76 | |
Weighted-average grant date fair value, Forfeited | 61.47 | |
Weighted-average grant date fair value, Ending Balance | $ 55.47 | |
Performance-based RSUs [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Share equivalent, Beginning Balance | 1,050,000 | |
Share equivalent, Granted | 1,050,000 | |
Share equivalent, Issued on vesting | (478,125) | |
Share equivalent, Ending Balance | 571,875 | |
Weighted-average grant date fair value, Beginning Balance | $ 7.76 | |
Weighted-average grant date fair value, Issued on Vesting | 7.76 | |
Weighted-average grant date fair value, Ending Balance | $ 7.76 |
ABG Profit Participation Arra_2
ABG Profit Participation Arrangement - Additional Information (Detail) - USD ($) $ in Thousands | Jan. 14, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Feb. 28, 2019 | Jan. 31, 2019 | Jun. 30, 2019 | Mar. 31, 2018 | Dec. 31, 2018 |
Class Of Stock [Line Items] | ||||||||
Stock issued during period, value, new issues | $ 8 | |||||||
Additional paid-in capital | $ 526,830 | $ 526,830 | $ 302,057 | |||||
Other receivables | 1,195 | $ 1,195 | $ 969 | |||||
ABG Intermediate Holdings Two LLC | ||||||||
Class Of Stock [Line Items] | ||||||||
Percentage of participation rights | 49.00% | |||||||
Term of receipt of guaranteed minimum revenue | 10 years | |||||||
Cash paid | 16,667 | $ 13,333 | $ 20,000 | |||||
Proceeds from participation rights distributions | $ 5,000 | |||||||
Discount rate | 12.00% | 12.00% | ||||||
Indefinite intangible asset, Cost | $ 119,366 | $ 119,366 | ||||||
Additional paid-in capital | 30,292 | 30,292 | ||||||
Other receivables | 435 | 435 | ||||||
Deposits assets | $ 6,910 | 6,910 | ||||||
Reversal of deferred tax liabilities | $ 31,730 | |||||||
ABG Intermediate Holdings Two LLC | Minimum [Member] | ||||||||
Class Of Stock [Line Items] | ||||||||
Guaranteed minimum receipt | $ 10,000 | |||||||
ABG Intermediate Holdings Two LLC | Class 2 Common Stock [Member] | ||||||||
Class Of Stock [Line Items] | ||||||||
Common stock issued, Shares | 840,107 | 840,107 | ||||||
Stock issued during period, value, new issues | $ 83,333 |
Business Combinations - Revised
Business Combinations - Revised Purchase Price (Details) - Manitoba Harvest $ in Thousands | Feb. 28, 2019USD ($) | |
Business Acquisition [Line Items] | ||
Cash paid on closing | $ 114,591 | |
Cash payable six months after closing | 37,490 | |
Working capital adjustment | 274 | |
Contingent consideration | 29,207 | |
Total fair value of consideration transferred | 310,272 | |
Class2 Common Stock | ||
Business Acquisition [Line Items] | ||
Class 2 common stock issued on closing | 96,844 | [1] |
Class 2 common stock issuable six months after closing | $ 31,866 | [1] |
[1] | 1,209,946 shares of Class 2 common stock were issued on closing. The amount of Class 2 common stock issuable six months after closing will be the determined in accordance with the Manitoba Harvest acquisition agreement based on the trading price of the shares |
Business Combinations - Revis_2
Business Combinations - Revised Preliminary Purchase Price (Details) (Parenthetical) | 1 Months Ended |
Feb. 28, 2019shares | |
Manitoba Harvest | Class2 Common Stock | |
Business Acquisition [Line Items] | |
Common stock issued | 1,209,946 |
Business Combinations - Additio
Business Combinations - Additional Information (Details) $ in Thousands, $ in Thousands | Feb. 28, 2019USD ($) | Feb. 28, 2019CAD ($) | Feb. 15, 2019USD ($) | Feb. 15, 2019CAD ($) | Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2018USD ($) |
Business Acquisition [Line Items] | ||||||||||
Increase in inventory | $ 38,729 | $ 428 | ||||||||
Increase in accounts payable | 692 | 8,019 | ||||||||
Decrease in accrued expenses and other current liabilities | 9,453 | 1,652 | ||||||||
Goodwill | $ 154,954 | 154,954 | ||||||||
Revenue | 45,904 | $ 9,744 | 68,942 | 17,552 | ||||||
Net earnings loss | 35,053 | $ 30,301 | $ 12,833 | $ 5,181 | 65,354 | $ 18,014 | ||||
Manitoba Harvest | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Total fair value of consideration transferred | $ 310,272 | |||||||||
Contingent consideration increased (decreased) | 547 | |||||||||
Increase in inventory | 20 | |||||||||
Increase (decrease) in property and equipment | 47 | |||||||||
Increase in accounts payable | 321 | |||||||||
Decrease in accrued expenses and other current liabilities | (147) | |||||||||
Decrease in accrued obligations under capital lease | (321) | |||||||||
Decrease in goodwill | (312) | |||||||||
Increase (decrease) in deferred tax liability | 160 | |||||||||
Business Combination, Acquisition Related Expenses | 1,328 | |||||||||
Goodwill | 127,681 | |||||||||
Gross Contractual Amount | 6,340 | 6,340 | ||||||||
Business Combination, Acquired Receivables, Estimated Uncollectible | 133 | 133 | ||||||||
Revenue | 19,895 | 25,516 | ||||||||
Net earnings loss | 2,692 | 4,868 | ||||||||
Manitoba Harvest | Developed Technology [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Finite lived intangible assets, period increase (decrease) | 76 | |||||||||
Manitoba Harvest | Customer Relationships [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Finite lived intangible assets, period increase (decrease) | 456 | |||||||||
Natura Naturals Holdings Inc | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Total fair value of consideration transferred | $ 54,232 | |||||||||
Contingent consideration increased (decreased) | (580) | |||||||||
Increase (decrease) in property and equipment | (211) | |||||||||
Decrease in goodwill | (3,541) | |||||||||
Increase (decrease) in deferred tax liability | (4,319) | |||||||||
Business Combination, Acquisition Related Expenses | 824 | |||||||||
Goodwill | $ 24,830 | |||||||||
Revenue | 5,835 | 8,131 | ||||||||
Net earnings loss | (1,305) | $ 515 | ||||||||
Acquired percentage of issued and outstanding shares | 97.00% | 97.00% | ||||||||
Natura Naturals Holdings Inc | Promissory Notes | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Total fair value of consideration transferred | $ 26,205 | $ 34,500 | ||||||||
Natura Naturals Holdings Inc | Licenses [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Finite lived intangible assets, period increase (decrease) | (378) | |||||||||
Natura Naturals Holdings Inc | Supply Contract [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Finite lived intangible assets, period increase (decrease) | $ (189) | |||||||||
Maximum [Member] | Manitoba Harvest | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Total fair value of consideration transferred | $ 37,129 | $ 49,000 |
Business Combinations - Revis_3
Business Combinations - Revised Preliminary Allocation Of The Purchase Price To Assets acquired And Liabilities Assumed (Details) - USD ($) $ in Thousands | Feb. 28, 2019 | Jun. 30, 2019 |
Assets | ||
Goodwill | $ 154,954 | |
Developed Technology [Member] | ||
Business Acquisition [Line Items] | ||
Weighted Average Amortization Period (in years) | 10 years | |
Customer Relationships [Member] | ||
Business Acquisition [Line Items] | ||
Weighted Average Amortization Period (in years) | 16 years | |
Customer Relationships [Member] | Minimum [Member] | ||
Business Acquisition [Line Items] | ||
Weighted Average Amortization Period (in years) | 14 years | |
Customer Relationships [Member] | Maximum [Member] | ||
Business Acquisition [Line Items] | ||
Weighted Average Amortization Period (in years) | 16 years | |
Manitoba Harvest | ||
Assets | ||
Cash and cash equivalents | $ 5,534 | |
Accounts receivable | 6,207 | |
Inventory | 15,331 | |
Prepaid expenses and other current assets | 1,030 | |
Property and equipment | 23,581 | |
Goodwill | 127,681 | |
Total assets | 375,330 | |
Liabilities | ||
Accounts payable | 4,973 | |
Accrued expenses and other current liabilities | 4,911 | |
Deferred tax liability | 55,174 | |
Total liabilities | 65,058 | |
Net assets acquired | 310,272 | |
Manitoba Harvest | Trademarks [Member] | ||
Assets | ||
Intangible assets | $ 54,688 | |
Manitoba Harvest | Developed Technology [Member] | ||
Business Acquisition [Line Items] | ||
Weighted Average Amortization Period (in years) | 10 years | |
Assets | ||
Intangible assets | $ 6,988 | |
Manitoba Harvest | Customer Relationships [Member] | ||
Assets | ||
Intangible assets | $ 134,290 | |
Manitoba Harvest | Customer Relationships [Member] | Minimum [Member] | ||
Business Acquisition [Line Items] | ||
Weighted Average Amortization Period (in years) | 14 years | |
Manitoba Harvest | Customer Relationships [Member] | Maximum [Member] | ||
Business Acquisition [Line Items] | ||
Weighted Average Amortization Period (in years) | 16 years |
Business Combinations - Prelimi
Business Combinations - Preliminary Purchase Price (Details) - Natura Naturals Holdings Inc $ in Thousands | Feb. 15, 2019USD ($) | |
Business Acquisition [Line Items] | ||
Cash paid on closing | $ 15,252 | |
Contingent consideration | 20,007 | |
Fair value of previously held interest | 1,565 | [1] |
Effective settlement of pre-existing debt | 2,308 | [2] |
Total fair value of consideration transferred | 54,232 | |
Class2 Common Stock | ||
Business Acquisition [Line Items] | ||
Class 2 common stock issued on closing | $ 15,100 | [3] |
[1] | The fair value of the Company’s investment in Natura on the acquisition date was determined based on the fair value of total consideration transferred and reflected book value on the acquisition date. | |
[2] | The Company held $3,000 CAD convertible debt of Natura at the acquisition date. On acquisition, this debt and related accrued interest was effectively settled. | |
[3] | 180,332 shares of Class 2 common stock issued on closing. |
Business Combinations - Preli_2
Business Combinations - Preliminary Purchase Price (Details) (Parenthetical) $ in Thousands | Feb. 15, 2019CAD ($)shares |
Business Acquisition [Line Items] | |
Convertible Debt | $ | $ 3,000 |
Natura Naturals Holdings Inc | Class2 Common Stock | |
Business Acquisition [Line Items] | |
Common stock issued | shares | 180,332 |
Business Combinations - Preli_3
Business Combinations - Preliminary Allocation Of The Purchase Price To Assets acquired And Liabilities Assumed (Details) - USD ($) $ in Thousands | Feb. 15, 2019 | Jun. 30, 2019 |
Assets | ||
Goodwill | $ 154,954 | |
Supply Contract [Member] | ||
Business Acquisition [Line Items] | ||
Weighted Average Amortization Period (in years) | 3 years | |
Licenses [Member] | ||
Business Acquisition [Line Items] | ||
Weighted Average Amortization Period (in years) | 2 years | |
Natura Naturals Holdings Inc | ||
Assets | ||
Cash and cash equivalents | $ 169 | |
Accounts receivable | 109 | |
Inventory | 3,482 | |
Prepaid expenses and other current assets | 166 | |
Property and equipment | 17,435 | |
Goodwill | 24,830 | |
Total assets | 59,025 | |
Liabilities | ||
Accounts payable | 3,280 | |
Accrued expenses and other current liabilities | 876 | |
Deferred tax liability | 637 | |
Total liabilities | 4,793 | |
Net assets acquired | $ 54,232 | |
Natura Naturals Holdings Inc | Supply Contract [Member] | ||
Business Acquisition [Line Items] | ||
Weighted Average Amortization Period (in years) | 3 years | |
Assets | ||
Intangible assets | $ 2,340 | |
Natura Naturals Holdings Inc | Licenses [Member] | ||
Assets | ||
Intangible assets | $ 10,494 |
Business Combinations - Schedul
Business Combinations - Schedule of Pro Forma Information (Details) - Manitoba Harvest and Natura - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Business Acquisition [Line Items] | ||
Revenue | $ 79,707 | $ 54,070 |
Net loss | $ (68,182) | $ (23,856) |
Net loss per share - basic and diluted | $ (0.71) | $ (0.31) |
Financial Instruments - Additio
Financial Instruments - Additional Information (Detail) $ in Thousands | 6 Months Ended |
Jun. 30, 2019USD ($) | |
Financial Instruments [Abstract] | |
Change in exchange rate | 10.00% |
Carrying value of net asset | $ 2,299 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Schedule of Other Related Party Transactions [Line Items] | |||||
Accounts payable - related parties | $ 81,000 | $ 81,000 | $ 933,000 | ||
Privateer [Member] | |||||
Schedule of Other Related Party Transactions [Line Items] | |||||
Management service fees expense | $ 233,000 | 106,000 | $ 417,000 | ||
Accounts payable - related parties | 0 | $ 0 | $ 3,878,000 | ||
Personnel compensation mark up percentage | 3.00% | ||||
Privateer [Member] | Property and Equipment [Member] | |||||
Schedule of Other Related Party Transactions [Line Items] | |||||
Reimbursement of leasehold improvements cost | 2,070,000 | $ 2,070,000 | |||
Privateer [Member] | Deposits and Other Assets [member] | |||||
Schedule of Other Related Party Transactions [Line Items] | |||||
Reimbursement of security deposit cost | $ 1,000,000 | $ 1,000,000 | |||
Privateer [Member] | Class 2 common stock [Member] | |||||
Schedule of Other Related Party Transactions [Line Items] | |||||
Percentage of ownership | 100.00% | 100.00% | |||
Privateer [Member] | Minimum [Member] | Class 1 common stock [Member] | |||||
Schedule of Other Related Party Transactions [Line Items] | |||||
Percentage of ownership | 10.00% | 10.00% | |||
Ten Eleven [Member] | |||||
Schedule of Other Related Party Transactions [Line Items] | |||||
Management service fees expense | $ 75,000 | $ 0 | $ 125,000 | $ 0 | |
Accounts payable - related parties | $ 73,000 | $ 73,000 | |||
Ten Eleven [Member] | Minimum [Member] | Class 1 common stock [Member] | |||||
Schedule of Other Related Party Transactions [Line Items] | |||||
Percentage of ownership | 10.00% | 10.00% | |||
Ten Eleven [Member] | Minimum [Member] | Class 2 common stock [Member] | |||||
Schedule of Other Related Party Transactions [Line Items] | |||||
Percentage of ownership | 10.00% | 10.00% |
Business Segment Information -
Business Segment Information - Additional Information (Detail) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2019USD ($) | Jun. 30, 2018USD ($) | Jun. 30, 2019USD ($)Segment | Jun. 30, 2018USD ($) | Dec. 31, 2018 | |
Segment Reporting Information [Line Items] | |||||
Number of operating segment | Segment | 1 | ||||
Excise taxes | $ | $ 3,862,000 | $ 0 | $ 5,776,000 | $ 0 | |
Customer Concentration Risk [Member] | Revenue [Member] | Customer A [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Concentration risk percentage | 15.00% | 36.00% | 13.00% | 31.00% | |
Customer Concentration Risk [Member] | Revenue [Member] | Customer B [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Concentration risk percentage | 11.00% | 11.00% | |||
Customer Concentration Risk [Member] | Revenue [Member] | Customer C [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Concentration risk percentage | 10.00% | ||||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Customer A [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Concentration risk percentage | 16.00% | 30.00% | |||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Customer B [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Concentration risk percentage | 16.00% |
Business Segment Information _2
Business Segment Information - Summary of Sources of Revenue (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Segment Reporting Information [Line Items] | ||||
Revenues | $ 45,904 | $ 9,744 | $ 68,942 | $ 17,552 |
Dry Cannabis [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 21,866 | 5,246 | 32,802 | 9,869 |
Cannabis Extracts [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 3,899 | 4,439 | 10,353 | 7,545 |
Food Products [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 19,935 | 25,517 | ||
Accessories And Other [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | $ 204 | $ 59 | $ 270 | $ 138 |
Business Segment Information _3
Business Segment Information - Summary of Revenue Attributed to a Geographic Region Based on the Location of the Customer (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Segment Reporting Information [Line Items] | ||||
Revenues | $ 45,904 | $ 9,744 | $ 68,942 | $ 17,552 |
CANADA [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 30,329 | 9,399 | 47,331 | 17,012 |
UNITED STATES [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 10,730 | 14,955 | ||
Other Countries [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | $ 4,845 | $ 345 | $ 6,656 | $ 540 |
Business Segment Information _4
Business Segment Information - Summary of Long-lived Assets Consisting of Property and Equipment, Net of Accumulated Depreciation, Attributed to Geographic Regions Based On Their Physical Location (Detail) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Segment Reporting Information [Line Items] | ||
Property and equipment, net of accumulated depreciation | $ 147,558 | $ 80,214 |
CANADA [Member] | ||
Segment Reporting Information [Line Items] | ||
Property and equipment, net of accumulated depreciation | 121,494 | 64,687 |
PORTUGAL [Member] | ||
Segment Reporting Information [Line Items] | ||
Property and equipment, net of accumulated depreciation | 23,462 | 15,455 |
Other Countries [Member] | ||
Segment Reporting Information [Line Items] | ||
Property and equipment, net of accumulated depreciation | 105 | $ 72 |
UNITED STATES [Member] | ||
Segment Reporting Information [Line Items] | ||
Property and equipment, net of accumulated depreciation | $ 2,497 |
Subsequent Event - Additional I
Subsequent Event - Additional Information (Details) - Jul. 11, 2019 - Subsequent Event [Member] - Smith & Sinclair [Member] £ in Thousands, $ in Thousands | USD ($)shares | GBP (£) |
Subsequent Event [Line Items] | ||
Cash paid on closing | $ | $ 2,409 | |
Class 2 Common Stock [Member] | ||
Subsequent Event [Line Items] | ||
Common stock issued | shares | 79,289 | |
Class 2 Common Stock [Member] | Maximum [Member] | ||
Subsequent Event [Line Items] | ||
Contingent consideration | $ 3,095 | £ 2,472 |