Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | May 07, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | TLRY | |
Entity Registrant Name | Tilray, Inc. | |
Entity Central Index Key | 0001731348 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Emerging Growth Company | false | |
Entity Small Business | false | |
Entity Common Stock, Shares Outstanding | 447,371,310 | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | false | |
Entity File Number | 001-38594 | |
Entity Tax Identification Number | 82-4310622 | |
Entity Address, Address Line One | 1100 Maughan Road | |
Entity Address, City or Town | Nanaimo | |
Entity Address, State or Province | BC | |
Entity Address, Country | CA | |
Entity Address, Postal Zip Code | V9X IJ2 | |
City Area Code | 844 | |
Local Phone Number | 845-7291 | |
Entity Interactive Data Current | Yes | |
Title of 12(b) Security | Class 2 Common Stock, $0.0001 par value per share | |
Security Exchange Name | NASDAQ | |
Entity Incorporation, State or Country Code | DE | |
Document Quarterly Report | true | |
Document Transition Report | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash and cash equivalents | $ 416,370 | $ 189,702 |
Accounts receivable, net of allowance for credit losses of $1,267 and provision for sales returns of $727 (December 31, 2020 - $887 and $1,651, respectively) | 28,304 | 29,033 |
Inventory | 96,544 | 93,645 |
Prepayments and other current assets | 30,751 | 34,640 |
Total current assets | 571,969 | 347,020 |
Property and equipment, net | 197,771 | 199,559 |
Operating lease, right-of-use assets | 17,478 | 17,985 |
Intangible assets, net | 186,222 | 186,445 |
Goodwill | 169,079 | 166,915 |
Equity method investments | 8,100 | 9,300 |
Other investments | 12,083 | 14,369 |
Other assets | 5,542 | 4,356 |
Total assets | 1,168,244 | 945,949 |
Current liabilities | ||
Accounts payable | 48,289 | 17,776 |
Accrued expenses and other current liabilities | 60,461 | 39,946 |
Accrued lease obligations | 2,888 | 2,913 |
Senior Facility, net of transaction costs - current | 49,547 | |
Warrant liability | 122,804 | 120,647 |
Total current liabilities | 283,989 | 181,282 |
Accrued lease obligations | 30,521 | 30,623 |
Deferred tax liability | 49,293 | 49,274 |
Convertible notes, net of issuance costs | 259,443 | 257,789 |
Senior Facility, net of transaction costs | 48,470 | |
Other liabilities | 4,367 | 4,612 |
Total liabilities | 627,613 | 572,050 |
Commitments and contingencies (refer to Note 16) | ||
Stockholders’ equity | ||
Additional paid-in capital | 1,599,713 | 1,095,781 |
Accumulated other comprehensive (loss) income | 11,958 | 8,205 |
Accumulated deficit | (1,071,058) | (730,103) |
Total stockholders’ equity | 540,631 | 373,899 |
Total liabilities and stockholders’ equity | 1,168,244 | 945,949 |
Class 2 common stock [Member] | ||
Stockholders’ equity | ||
Common stock value | $ 18 | $ 16 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Allowance for doubtful accounts receivable | $ 1,267 | $ 887 |
Provision for sales returns | $ 727 | $ 1,651 |
Class 1 common stock [Member] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 233,333,333 | 233,333,333 |
Common stock, shares issued | 0 | 0 |
Common stock, shares outstanding | 0 | 0 |
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 | 179,118,980 | 158,486,087 |
Common stock, shares outstanding | 179,118,980 | 158,486,087 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Net Loss and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Statement [Abstract] | ||
Revenue | $ 48,021 | $ 52,102 |
Cost of sales | 34,518 | 41,232 |
Gross profit | 13,503 | 10,870 |
General and administrative expenses | 25,587 | 27,269 |
Sales and marketing expenses | 9,739 | 18,326 |
Research and development expenses | 1,202 | 1,347 |
Depreciation and amortization expenses | 3,498 | 3,591 |
Impairment of assets | 29,839 | |
Loss from equity method investments | 1,787 | 1,748 |
Litigation settlement | 45,000 | |
Operating loss | (73,310) | (71,250) |
Foreign exchange (gain) loss, net | (699) | 28,069 |
Change in fair value of warrant liability | 263,201 | 71,978 |
Interest expenses, net | 6,916 | 9,146 |
Other (income) expenses, net | (1,516) | 4,651 |
Loss before income taxes | (341,212) | (185,094) |
Deferred income tax recoveries | (635) | (1,272) |
Current income tax expenses | 378 | 301 |
Net loss | $ (340,955) | $ (184,123) |
Net loss per share - basic and diluted | $ (2.01) | $ (1.73) |
Weighted average shares used in computation of net loss per share - basic and diluted | 169,489,223 | 106,463,352 |
Net loss | $ (340,955) | $ (184,123) |
Foreign currency translation gain (loss), net | 3,753 | (16,633) |
Unrealized loss on investments | (74) | |
Other comprehensive loss | 3,753 | (16,707) |
Comprehensive loss | $ (337,202) | $ (200,830) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | ABG [Member] | Common Stock [Member] | Additional Paid-In Capital [Member] | Additional Paid-In Capital [Member]ABG [Member] | Accumulated Other Comprehensive (loss) Income [Member] | Accumulated Deficit [Member] | Accumulated Deficit [Member]ABG [Member] |
Beginning Balance at Dec. 31, 2019 | $ 285,271 | $ 11 | $ 705,671 | $ 9,719 | $ (430,130) | |||
Beginning Balance, Shares at Dec. 31, 2019 | 102,781,225 | |||||||
Proceeds from ABG Profit Participation Arrangement | $ 1,353 | $ 1,353 | ||||||
Write-off of ABG finance receivable | $ 28,900 | $ (28,900) | ||||||
Escrow shares released from downstream merger | (151) | (151) | ||||||
Escrow shares released shares from downstream merger, shares | (7,659) | |||||||
Shares issued for common stock at-the-market, net of issuance costs | 27,027 | 27,027 | ||||||
Shares issued for common stock at-the-market, net of issuance costs, shares | 2,265,115 | |||||||
Shares issued for investments, shares | 6,934 | |||||||
Shares issued under stock-based compensation plans | 1,079 | 1,079 | ||||||
Shares issued under stock-based compensation plans, shares | 597,868 | |||||||
Stock-based compensation expenses | 7,677 | 7,677 | ||||||
Shares issued under registered offering, net of issuance costs | 19,828 | $ 1 | 19,827 | |||||
Shares issued under registered offering, net of issuance costs,Shares | 7,250,000 | |||||||
Shares issued for exercise of pre-funded warrants | 49,054 | $ 1 | 49,053 | |||||
Shares issued for exercise of pre-funded warrants, shares | 11,750,000 | |||||||
Other comprehensive loss | (16,707) | (16,707) | ||||||
Net loss | (184,123) | (184,123) | ||||||
Ending Balance at Mar. 31, 2020 | 190,308 | $ 13 | 840,436 | (6,988) | (643,153) | |||
Ending Balance, Shares at Mar. 31, 2020 | 124,643,483 | |||||||
Beginning Balance at Dec. 31, 2020 | 373,899 | $ 16 | 1,095,781 | 8,205 | (730,103) | |||
Beginning Balance, Shares at Dec. 31, 2020 | 158,046,087 | |||||||
Escrow shares released from downstream merger | (135) | (135) | ||||||
Escrow shares released shares from downstream merger, shares | (6,342) | |||||||
Shares issued for common stock at-the-market, net of issuance costs | 156,030 | $ 1 | 156,029 | |||||
Shares issued for common stock at-the-market, net of issuance costs, shares | 6,254,980 | |||||||
Shares issued under stock-based compensation plans | 3,746 | 3,746 | ||||||
Shares issued under stock-based compensation plans, shares | 1,623,255 | |||||||
Stock-based compensation expenses | 7,141 | 7,141 | ||||||
Shares issued for exercise of warrants | 337,152 | $ 1 | 337,151 | |||||
Shares issued for exercise of warrants, shares | 12,791,000 | |||||||
Other comprehensive loss | 3,753 | 3,753 | ||||||
Net loss | (340,955) | (340,955) | ||||||
Ending Balance at Mar. 31, 2021 | $ 540,631 | $ 18 | $ 1,599,713 | $ 11,958 | $ (1,071,058) | |||
Ending Balance, Shares at Mar. 31, 2021 | 178,708,980 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Operating activities | ||
Net loss | $ (340,955) | $ (184,123) |
Adjusted for the following items: | ||
Inventory valuation adjustments | 2,062 | 4,044 |
Depreciation and amortization expenses | 4,908 | 4,561 |
Impairment of assets | 29,839 | |
Stock-based compensation expenses | 7,193 | 7,677 |
Change in fair value of warrant liability | 263,201 | 71,978 |
Loss from equity method investments | 1,787 | 1,748 |
(Gain) loss from equity investments measured at fair value | (300) | 1,534 |
(Gain) loss from sale of investment | (75) | 65 |
Interest on debt securities | (221) | |
Deferred taxes | (635) | (1,272) |
Amortization of discount on convertible notes | 1,653 | 2,597 |
Amortization of transaction costs on Senior Facility | 436 | 131 |
Foreign currency (gain) loss | (699) | 28,069 |
Accretion related to obligations under finance leases | 485 | 151 |
Issuance costs on registered offering recorded to net loss | 3,953 | |
Credit loss expenses | 805 | 46 |
Provision for sales returns | (924) | (262) |
Loss on disposal of property and equipment | 82 | 457 |
Other non-cash items | 138 | |
Changes in non-cash working capital: | ||
Accounts receivable | (1,000) | (1,906) |
Inventory | (4,893) | (11,594) |
Prepayments and other current assets | 2,703 | 6,749 |
Accounts payable | 30,513 | (15,218) |
Accrued expenses and other current liabilities | 20,645 | (3,172) |
Net cash used in operating activities | (13,008) | (54,031) |
Investing activities | ||
Change in deposits and other assets | (927) | |
Investment in equity method investees | (493) | |
Proceeds from the sale of other investments | 2,719 | 437 |
Purchases of property and equipment | (2,466) | (18,290) |
Proceeds from disposal of property and equipment | 171 | 661 |
Net cash used in investing activities | (69) | (18,119) |
Financing activities | ||
Proceeds from at-the-market equity offering, net of costs | 156,029 | 27,027 |
Proceeds from ABG Profit Participation Arrangement | 1,353 | |
Proceeds from issuance of registered offering, net of issuance costs | 85,465 | |
Payment of ABG finance liability | (375) | (1,000) |
Proceeds from exercise of warrants | 76,106 | |
Proceeds from exercise of stock options | 6,117 | 1,813 |
Payment of obligations under finance lease | (105) | |
Payment on the settlement of stock options | (2,487) | (748) |
Proceeds from issuance of Senior Facility, net of transaction costs | 46,395 | |
Repayment of Senior Facility | (1,309) | (414) |
Net cash provided by financing activities | 234,081 | 159,786 |
Effect of foreign currency translation on cash and cash equivalents | 5,664 | (10,437) |
Increase (decrease) in cash and cash equivalents | 226,668 | 77,199 |
Cash and cash equivalents, beginning of period | 189,702 | 96,791 |
Cash and cash equivalents, end of period | $ 416,370 | $ 173,990 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 1. Summary of Significant Accounting Policies Description of the business Tilray, Inc., a Delaware corporation, and its wholly owned subsidiaries (collectively “Tilray”, the “Company”, “we”, “our”, or “us”), is a global medical cannabis research, cultivation, processing and distribution organization, and is one of the leading suppliers of adult-use cannabis in Canada. The Company also markets and distributes food products from hemp seed and offers a broad range of natural and organic hemp based food products and ingredients that are sold through retailers and websites globally. On December 15, 2020, we entered into an Arrangement Agreement (as amended, the “Arrangement Agreement” with Aphria Inc. (“Aphria”), pursuant to which Tilray acquired all of the issued and outstanding common shares of Aphria pursuant to a plan of arrangement (the “Plan of Arrangement”) under the Business Corporations Act (the “Arrangement”). The Arrangement was completed on April 30, 2021. Each outstanding common share of Aphria outstanding immediately prior to the effective time of the Arrangement was transferred to Tilray in exchange for 0.8381 of a share (of Tilray Class 2 common stock). Basis of presentation and going concern The accompanying unaudited condensed consolidated financial statements (the “financial statements”) reflect the accounts of the Company. The financial statements were 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. The information included in this Form 10-Q 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, 2020 (the “Annual Financial Statements”). These financial statements reflect all adjustments, which, in the opinion of management, are necessary for a fair presentation of the results for the interim periods presented. Interim results are not necessarily indicative of results for a full year. These financial statements have been prepared on a going concern basis, which assumes that the Company will continue in operation for the foreseeable future and, accordingly, will be able to realize its assets and discharge its liabilities in the normal course of operations as they come due. Reclassifications The Company reclassified previously disclosed amounts related to inventory valuation adjustments and stock-based compensation expenses to conform with the disclosures as of March 31, 2021. Inventory valuation adjustments were previously disclosed as a separate component of cost of sales on the Company’s Consolidated Statements of Net Loss and Comprehensive Loss. As of March 31, 2021, these amounts are included under the caption of cost of sales. For the three months ended March 31, 2020 Inventory valuation adjustment no longer disclosed separately from cost of sales $ 4,044 Stock-based compensation expenses was previously presented as a separate line item in the Company’s Consolidated Statements of Net Loss and Comprehensive Loss. As of March 31, 2021, the Company includes its stock-based compensation expense under the respective caption in financial statements where compensation paid to the same employees is recorded. These reclassifications are summarized as follows: For the three months ended March 31, 2020 General and administrative expenses $ 7,138 Sales and marketing expenses 450 Research and development expenses 89 The statement of net loss and comprehensive loss for the three months ended March 31, 2020 was reclassified to conform to the current period’s presentation. Acquisition-related expenses, net, formerly presented as a separate line item, is now presented in general and administrative expenses. Net loss per share Basic net loss per share is computed by dividing reported net loss by the weighted average number of common shares outstanding for the reported period. Diluted net loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock of the Company during the reporting period. Diluted net loss per share is computed by dividing net loss by the sum of the weighted average number of common shares and the number of potential dilutive common share equivalents outstanding during the period. Potential dilutive common share equivalents consist of the incremental common shares issuable upon the exercise of vested share options and the incremental shares issuable upon conversion of the convertible notes. Potential dilutive common share equivalents consist of warrants, stock options, restricted stock units (“RSUs”) and restricted stock awards. In computing diluted earnings per share, common share equivalents are not considered in periods in which a net loss is reported, as the inclusion of the common share equivalents would be anti-dilutive. As of March 31, 2021, there were 14,243,733 common share equivalents with potential dilutive impact (March 31, 2020 – 21,266,707). Since the Company is in a net loss for all periods presented in these financial statements, there is no difference between the Company’s basic and diluted net loss per share for the periods presented. New accounting pronouncements not yet adopted In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which is intended to address issues identified as a result of the complexity associated with applying generally accepted accounting principles (GAAP) for certain financial instruments with characteristics of liabilities and equity. ASU 2020-06 is effective for the Company beginning January 1, 2022. The Company is currently evaluating the effect of adopting this ASU. |
Inventory
Inventory | 3 Months Ended |
Mar. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Inventory | 2 . Inventory Inventory is comprised of the following items: March 31, 2021 December 31, 2020 Raw materials $ 15,263 $ 15,223 Work-in-process 60,197 61,867 Finished goods 21,084 16,555 Total $ 96,544 $ 93,645 Inventory is written down for any obsolescence, spoilage and excess inventory or when the net realizable value of inventory is less than the carrying value. During the three months ended March 31, 2021, the Company recorded charges for inventory and inventory-related write downs as a component of cost of sales. Cannabis products were written down by $1,720 and hemp products were written down by $342 (2020: $3,247 and $797). |
Prepayments and Other Current A
Prepayments and Other Current Assets | 3 Months Ended |
Mar. 31, 2021 | |
Prepaid Expense And Other Assets Current [Abstract] | |
Prepayments and Other Current Assets | 3 . Prepayments and Other Current Assets Prepayments and other current assets are comprised of the following items: March 31, 2021 December 31, 2020 Deposits $ 9,285 $ 15,976 Prepayments 5,117 6,542 Taxes receivable 16,349 12,122 Total $ 30,751 $ 34,640 |
Investments
Investments | 3 Months Ended |
Mar. 31, 2021 | |
Investments Debt And Equity Securities [Abstract] | |
Investments | 4 . Investments Other investments Long-term investments are comprised of the following items: March 31, 2021 December 31, 2020 Equity investments at fair value $ 633 $ 477 Equity investments under measurement alternative 11,450 11,392 Debt securities classified under available-for-sale method — 2,500 Total other investments $ 12,083 $ 14,369 Unrealized gains recognized in other expenses, net during the three months ended March 31, 2021 on equity investments still held at March 31, 2021 is $300 (2020 – loss of $1,534). There were no impairments or adjustments to equity investments under the measurement alternative for the three months ended March 31, 2021 and March 31, 2020. The Company collected a cash settlement of its only debt security classified under available-for-sale method instrument with the lender prior to its contractual maturity for $ 2,500 in February 2021. Equity method investments As of March 31, 2021, there are no changes to the status of the Company’s assessment of its joint ventures with Anheuser-Busch InBev (“AB InBev”) in Plain Vanilla Research Limited Partnership (“Fluent”) and the Company’s joint venture with Cannfections Group Inc. (“Cannfections”). During the three months ended March 31, 2021, the Company made $493 capital contributions to Fluent (2020 - $0). The Company provides production support services to Fluent on a cost recovery basis. For the three months ended March 31, 2021, total fees charged were $372, (2020 - $1,880). The total amount included in accounts payable is $1,785 at March 31, 2021 (December 31, 2020 - $674). At March 31, 2021, the maximum exposure to loss is limited to the Company’s equity investment in Fluent. During the three months ended March 31, 2021, the Company made $0 capital contributions to Cannfections (2020 - $0). At March 31, 2021, the maximum exposure to loss is limited to the Company’s equity investment in Cannfections. During the three months ended March 31, 2021, the Company incurred $448 in expenses for purchases from Cannfections (2020 - $80). The Company’s ownership interests in its equity method investments as of March 31, 2020 and December 31, 2019 and loss from equity method investments for the three months ended March 31, 2020 were as follows: Approximate Carrying value Gain (loss) from equity method investments for the three months ended ownership % March 31, 2021 March 31, 2021 Investment in Fluent 50% $ 4,039 $ (1,802 ) Investment in Cannfections 50% 4,061 15 Total equity method investments $ 8,100 $ (1,787 ) Approximate Carrying value Gain (loss) from equity method investments for the three months ended ownership % December 31, 2020 March 31, 2020 Investment in Fluent 50% $ 5,291 $ (1,819 ) Investment in Cannfections 50% 4,009 71 Total equity method investments $ 9,300 $ (1,748 ) Summary financial information for the equity method investments on an aggregate basis was as follows: March 31, 2021 December 31, 2020 Current assets $ 8,440 $ 12,644 Noncurrent assets $ 7,033 $ 6,608 Current liabilities $ 4,505 $ 5,663 Three months ended March 31, 2021 2020 Revenue $ 1,061 $ 1,392 Gross profit $ 224 $ 583 Net loss $ (3,574 ) $ (3,496 ) |
Allowance for Credit Losses
Allowance for Credit Losses | 3 Months Ended |
Mar. 31, 2021 | |
Allowance For Credit Loss [Abstract] | |
Allowance for Credit Losses | 5 . Allowance for Credit Losses Accounts receivable The Company maintains an allowance for credit losses at an amount sufficient to absorb losses inherent in the existing accounts receivable portfolio as of the reporting dates based on the estimate of expected net credit losses. The following table provides activity in the allowance for credit losses for the three months ended March 31, 2021 and March 31, 2020: For the three months ended March 31, 2021 2020 Allowance for credit losses, January 1 $ 887 $ 615 Provision for expected credit losses (1) 805 46 Write-offs charged against allowance (439 ) (19 ) Foreign currency translation adjustment 14 (47 ) Allowance for credit losses, March 31 $ 1,267 $ 595 Accounts receivable balance before allowance for credit losses and provision for sales returns, March 31, 2021 and 2020 $ 30,298 $ 40,057 (1) The provision for expected credit losses is recorded in general and administrative expenses |
Property and Equipment, Net
Property and Equipment, Net | 3 Months Ended |
Mar. 31, 2021 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment, Net | 6 . Property and Equipment, Net Property and equipment, net consists of the following: March 31, 2021 December 31, 2020 Land $ 6,674 $ 6,771 Buildings and leasehold improvements 117,597 117,325 Laboratory and manufacturing equipment 37,254 37,176 Office and computer equipment 2,001 1,710 Right-of-use ("ROU") assets under finance lease 15,270 15,072 Construction-in-process, not yet available for use 49,562 49,380 228,358 227,434 Less: accumulated depreciation (30,587 ) (27,875 ) Total $ 197,771 $ 199,559 Refer to Note 16 for contractual commitments related to construction-in-process. |
Intangible Assets
Intangible Assets | 3 Months Ended |
Mar. 31, 2021 | |
Intangible Assets Net Excluding Goodwill [Abstract] | |
Intangible Assets | 7 . Intangible Assets Intangible assets are comprised of the following items: March 31, December 31, 2021 2020 Weighted Average Amortization Period (in years) Cost Accumulated Amortization Impairment Net Cost Accumulated Amortization Impairment Net Definite-lived intangible assets: Patent — — — — — 669 131 538 — Customer relationships 16 140,709 18,455 — 122,255 138,885 16,030 — 122,855 Developed technology 10 7,322 1,525 — 5,797 7,227 1,325 — 5,902 Websites 3 4,710 3,985 — 725 5,332 4,348 — 984 Trademarks and licenses 5 182 70 — 112 9,009 1,245 7,650 114 Total 152,923 24,035 — 128,889 161,122 23,079 8,188 129,855 Indefinite-lived intangible assets: Cultivation license Indefinite — — — — 10,239 — 10,239 — Trademarks Indefinite 57,333 — — 57,333 56,590 — — 56,590 Rights under ABG Profit Participation Arrangement Indefinite — — — — 16,765 — 16,765 — Total 57,333 — — 57,333 83,594 — 27,004 56,590 Total intangible assets $ 210,256 $ 24,035 $ — $ 186,222 $ 244,716 $ 23,079 $ 35,192 $ 186,445 Amortization expenses for intangibles was $2,271 for the three months ended March 31, 2021 (2020 - $1,857). Expected future amortization expenses for intangible assets as at March 31, 2021 are as follows: Year ending December 31, Amortization 2021 (remaining nine months) $ 7,684 2022 $ 9,868 2023 $ 9,625 2024 $ 9,619 2025 $ 9,589 Thereafter $ 82,504 Total $ 128,889 |
Goodwill
Goodwill | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill Disclosure [Abstract] | |
Goodwill | 8. Goodwill The following table shows the change in carrying amount of goodwill: Hemp Cannabis Total Balance as of December 31, 2020 $ 136,332 $ 30,583 $ 166,915 Foreign currency translation adjustment 1,762 402 2,164 Balance as of March 31, 2021 $ 138,094 $ 30,985 $ 169,079 Goodwill is tested for impairment annually, or more frequently when events or circumstances indicate that impairment may have occurred. No triggers have been identified in the quarter to perform additional quantitative tests. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 3 Months Ended |
Mar. 31, 2021 | |
Payables And Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | 9 . Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities are comprised of the following items: March 31, 2021 December 31, 2020 Other accrued expenses and current liabilities $ 27,171 $ 24,181 Accrued litigation settlement 20,000 — Accrued payroll and employment related withholding taxes 9,314 9,282 Accrued interest on convertible notes 1,158 3,473 ABG finance liability - current 1,500 1,500 Accrued legal and professional fees 905 1,091 Accrued interest on Senior Facility 413 419 Total accrued expenses and other current liabilities $ 60,461 $ 39,946 |
Convertible Notes
Convertible Notes | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Convertible Notes | 1 0 . Convertible Notes The Company has outstanding convertible senior notes with a face value of $277,857 as described in the Annual Financial Statements. As of March 31, 2021, the convertible notes are not yet convertible, and the Company is in compliance with all covenants. The following table sets forth the net carrying amount of the convertible notes: March 31, 2021 December 31, 2020 5.00% Convertible Notes $ 277,857 $ 277,857 Unamortized discount (13,977 ) (15,229 ) Unamortized transaction costs (4,437 ) (4,839 ) Net carrying amount $ 259,443 $ 257,789 The following table sets forth total interest expense recognized related to the convertible notes: Three months ended March 31, 2021 2020 Contractual coupon interest $ 3,473 $ 5,938 Amortization of discount 1,253 2,009 Amortization of transaction costs 401 588 Total $ 5,127 $ 8,535 |
Senior Facility
Senior Facility | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Senior Facility | 1 1 . On February 28, 2020, High Park Holdings Ltd., a wholly owned subsidiary of the Company (the “Borrower” or “High Park”) entered into a credit agreement, denominated in Canadian dollars (“C$”), for a senior secured credit facility in a maximum aggregate principal amount of $59,600 (C$79,800) (the “Senior Facility”). On June 5, 2020, High Park entered into the First Amendment of the Senior Facility (the “Amendment”) which provided for interest-only payments for the remainder of its term with all outstanding principal payments due at February 28, 2022. The Senior Facility bears interest on the outstanding principal balance at an annual rate equal to the Canadian prime rate plus 8.05%, calculated based on the daily outstanding balance of the Senior Facility calculated and compounded monthly in arrears and with no deemed reinvestment of monthly payments. Interest is due monthly throughout the term. The Company has the option to voluntarily prepay, without penalty, the outstanding amounts, in full or in part, at any time starting 6 months from the closing date subsequent to providing 75 days’ notice. The Senior Facility has first priority claims on all North American assets of the Company and contains certain affirmative and negative covenants. The operational covenant includes a minimum unrestricted cash threshold of $29,466 (C$40,000) in order for the Company to make additional capital expenditures and investments. The Senior Facility is collateralized against all real and personal property owned, leased and operated by the Company in North America, and any and all other property of the Company now existing and acquired in North America after the closing date. As of March 31, 2021, the Company was in compliance with all covenants set forth under the Senior Facility. The following table sets forth the net carrying amount of the Senior Facility: March 31, 2021 December 31, 2020 Senior Facility $ 51,161 $ 50,498 Unamortized transaction costs (1,614 ) (2,028 ) Net carrying amount $ 49,547 $ 48,470 Less: current portion of Senior Facility (49,547 ) — Total noncurrent portion of Senior Facility $ — $ 48,470 The following table sets forth total interest expense recognized related to the Senior Facility: Three months ended March 31, 2021 2020 Contractual interest at Canadian prime plus 8.05% $ 1,325 $ 480 Amortization of transaction costs 436 131 Total $ 1,761 $ 611 |
Registered Offering and Warrant
Registered Offering and Warrants | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Registered Offering and Warrants | 1 2 . Registered Offering and Warrants The Company has outstanding warrants as described in the Annual Financial Statements. Warrants outstanding at March 31, 2021, and related activity for the three months ended March 31, 2021 is as follows (reflects the number of Class 2 common stock as if the warrants were converted to Class 2 common stock): Description Classification Exercise price Expiration date Balance December 31, 2020 Issued Exercised Balance March 31, 2021 Warrants Liability $ 5.95 March 17, 2025 19,000,000 — 12,791,000 6,209,000 Total 19,000,000 — 12,791,000 6,209,000 During the quarter ended March 31, 2021 12,791,000 warrants were exercised by warrant holders resulting in cash proceeds to the Company of $76,106. The Company estimated the fair value of the Warrant liability at March 31, 2021 using the Monte Carlo pricing model (Level 3) with the following weighted-average assumptions: Risk-free interest rate 0.92 % Expected volatility 100 % Expected term 4.5 years Expected dividend yield 0 % Strike price $ 5.95 Fair value of common stock $ 22.73 Discount due to exercise restrictions 0 % Expected volatility is based on the historical volatility of the Company's common stock since its initial public offering in 2018. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Stockholders' Equity | 1 3 . Stockholders’ Equity Common and 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 March 31, 2021. 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 the Company’s earnings and losses. Par Value Authorized Voting Rights Class 1 common stock $ 0.0001 233,333,333 10 votes for each share Class 2 common stock $ 0.0001 500,000,000 1 vote for each share Preferred stock $ 0.0001 10,000,000 N/A During the three months ended March 31, 2021, the Company issued 6,254,980 shares of Class 2 common stock for gross proceeds of $159,213 under its at-the-market equity offering program (2020 - $27,579). Transaction costs of $3,184 were recorded net against the allocated gross proceeds in additional paid-in-capital. As described in the Annual Financial Statements, the warrants’ anti-dilution price protection features allow, for the period the warrants are outstanding, the Company to only issue up to $20,000 in aggregate gross proceeds under the Company’s at-the-market offering program at prices less than the exercise price of the warrants, and in no event more than $6,000 per quarter, at prices below the exercise price of the warrants, without triggering the warrant’s anti-dilution price protection features. The Company’s future ability to pay cash dividends on Class 2 common stock is limited by the terms of the Senior Facility and cannot be paid without the consent of the lender. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | 1 4 . 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 months ended March 31, 2021, the total stock-based compensation expense associated with the Original Plan was $57 (2020 – $162). As of March 31, 2021 the total remaining unrecognized stock-based compensation expense related to non-vested stock options under the Original Plan amounted to $193 which will be recognized over the weighted-average remaining requisite service period of approximately 0.6 years. 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, 2020 1,789,750 $ 3.62 3.8 $ 25,077 Exercised (757,318 ) 3.17 Forfeited — — Cancelled (80 ) 4.72 Balance March 31, 2021 1,032,352 $ 3.93 4.3 $ 13,660 Vested and expected to vest, March 31, 2021 986,020 $ 3.91 4.3 $ 13,618 Vested and exercisable, March 31, 2021 945,951 $ 3.72 4.2 $ 13,200 No stock options were granted under the Original Plan during the three months ended March 31, 2021 and March 31, 2020. The total fair value of stock options vested as of March 31, 2021 was $61 (2020 – $169). New Stock Option and Restricted Stock Unit Plan The Company adopted the as amended and approved by stockholders in May 2018 under . For the three months ended March 31, 2021, total stock-based compensation expense associated with the 2018 EIP was $7,084 (2020 – $7,515). As of March 31, 2021, the total tock-based compensation expense Stock option and RSU activity under the 2018 EIP 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, 2020 3,909,559 $ 15.25 7.4 $ 1,700,194 Granted — — Exercised (471,211 ) 7.76 Forfeited (33,291 ) 8.46 Cancelled (36,414 ) 42.61 Balance March 31, 2021 3,368,643 $ 16.02 7.2 $ 43,421 Vested and expected to vest, March 31, 2021 3,360,695 $ 15.87 7.2 $ 43,213 Vested and exercisable, March 31, 2021 2,902,957 $ 13.77 7.2 $ 38,916 The weighted-average fair values of stock options granted during the three months ended March 31, 2021 was $0 per share (2020 – $0). Time-based RSU activity Time-based RSUs Weighted-average grant-date fair value per share Non-vested December 31, 2020 1,884,390 $ 15.22 Granted 350,311 20.02 Vested (289,388 ) 15.59 Forfeited (170,641 ) 11.84 Non-vested March 31, 2021 1,774,672 $ 16.33 During the three months ended March 31, 2021, 350,311 (2020 – 752,283) time-based RSUs were granted. During the three months ended March 31, 2021, 289,388 (2020 – 154,642) time-based RSUs vested. Performance-based RSUs activity Performance-based RSUs Weighted-average grant-date fair value per share Non-vested December 31, 2020 540,836 $ 7.13 Vested (341,543 ) 7.18 Non-vested March 31, 2021 199,293 $ 7.05 No |
Accumulated Other Comprehensive
Accumulated Other Comprehensive (Loss) Income (AOCI) | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Accumulated Other Comprehensive (Loss) Income ("AOCI") | 1 5 . Accumulated Other Comprehensive (Loss) Income (“AOCI”) The component of AOCI, net of tax, was as follows: Foreign Currency Translation Adjustments Balance as at December 31, 2020 $ 8,205 Other comprehensive loss: Change in foreign currency translation 3,753 Balance as at March 31, 2021 $ 11,958 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 1 6 . Commitments and Contingencies Legal proceedings In the normal course of business, the Company may become involved in legal disputes regarding various litigation matters. The Company records a loss contingency if the information available indicates that it is probable that a liability has been incurred at the date of the financial statements and the amount of loss can be reasonably estimated. As of March 31, 2021, in the opinion of management, no claims meet the criteria to record a loss contingency. Lease commitments The Company leases various facilities, under non-cancelable finance and operating leases, which expire at various dates through September 2027. Maturities of lease liabilities: Year ending December 31, Operating Leases Finance Leases 2021 (remaining nine months) $ 2,861 $ 893 2022 3,498 6,165 2023 3,351 12,438 2024 2,758 — 2025 2,179 — Thereafter 6,428 — Total minimum lease payments 21,075 19,496 Less: amounts related to interest payments 3,260 3,902 Present value of minimum lease payments 17,815 15,594 Less: current accrued lease obligation 2,888 — Obligations recognized $ 14,927 $ 15,594 Purchase commitments The following table reflects the Company’s future non-cancellable minimum purchase commitments for inventory as of March 31, 2021: Total 2021 (remaining nine months) 2022 2023 2024 2025 Thereafter Purchase commitments $ 17,359 $ 17,359 $ — $ — $ — $ — $ — Total $ 17,359 $ 17,359 $ — $ — $ — $ — $ — Due to the termination of a supply agreement, the Company removed $59,700 of purchase commitments from its commitments and contingencies as of March 31, 2021 In 2018, the Company signed an agreement with Rose Lifescience Inc. (“Rose”) for distribution and marketing of product in Quebec in exchange for a minimum fee of $384 per annum for an initial term of five years. In September 2020, the Company signed an amendment to this agreement under which the Company is no longer obligated to purchase product from Rose nor pay the minimum fee. The Company will pay Rose a compensation fee based on net revenue sold in Quebec for an estimated compensation fee of approximately $8,000 through 2023. As there is no firm commission fee commitment, it is excluded from the above schedule. Compensation fee expense is recorded as incurred. In 2018, the Company entered into a Product and Trademark License Agreement with Docklight LLC, a related party (refer to Note 20), to use certain intellectual property rights in exchange for payment of royalty depending upon specified percentage of licensed product net sales, with a minimum royalty of $493 per quarter. As the purchase commitment is an undeterminable variable amount, it is excluded from the above schedule. Other commitments The Company has payments on the convertible notes (refer to Note 10), the Senior Facility (refer to Note 11), ABG finance liability and Portugal construction purchase commitments as follows: Total 2021 (remaining nine months) 2022 2023 2024 2025 Thereafter Convertible notes, principal and interest $ 319,535 $ 13,893 $ 13,893 $ 291,749 $ — $ — $ — Senior Facility, principal and interest 56,533 4,029 52,504 — — — — ABG finance liability 7,500 1,500 1,500 1,500 1,500 1,500 — Portugal construction commitments 2,778 2,778 — — — — — Total $ 386,346 $ 22,200 $ 67,897 $ 293,249 $ 1,500 $ 1,500 $ — |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 3 Months Ended |
Mar. 31, 2021 | |
Revenue From Contract With Customer [Abstract] | |
Revenue from Contract with Customers | 1 7 . Revenue from Contracts with Customers The Company reports two segments: cannabis and hemp, in accordance with ASC 280 Segment Reporting. The Company generates revenues from the cannabis and hemp segments through contracts with customers, each with a single performance obligation, being the sale of products. The Company determines that revenue information disclosed in business segment information in Note 23 disaggregates revenue into categories that depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. For certain long-term arrangements, the Company has performance obligations for goods it has not yet delivered. For these arrangements, the Company does not have a right to bill for the undelivered goods. The Company has determined that any unbilled consideration relates entirely to the value of undelivered goods. Accordingly, the Company has not recognized revenue, and has elected not to disclose amounts, related to these undelivered goods. As of March 31, 2021 and December 31, 2020, other than accounts receivable, net of allowance for doubtful debts, the Company has no contract balances in the balance sheets. |
General and Administrative Expe
General and Administrative Expenses | 3 Months Ended |
Mar. 31, 2021 | |
General And Administrative Expense [Abstract] | |
General and Administrative Expenses | 1 8 . General and Administrative Expenses General and administrative expenses are comprised of the following items: Three months ended March 31, 2021 2020 Other expenses $ 7,613 $ 6,848 Salaries and benefits 7,013 7,296 Stock-based compensation expenses 6,493 7,138 Professional fees 3,577 4,521 Credit loss expenses 742 46 Loss on disposal of property and equipment 83 457 Travel expenses 66 963 Total $ 25,587 $ 27,269 |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 3 Months Ended |
Mar. 31, 2021 | |
Supplemental Cash Flow Information [Abstract] | |
Supplemental Cash Flow Information | 19 . Supplemental Cash Flow Information Three months ended March 31, 2021 2020 Cash paid for income taxes $ 103 $ — Cash paid for interest 912 704 Three months ended March 31, 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 994 $ 854 Operating cash flows from finance leases 264 142 Financing cash flows from finance leases — 105 Non-cash additions to Right-of-use assets and lease liabilities Operating leases 33 423 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 2 0 . Related Party Transactions In the normal course of business, the Company enters into related party transactions with certain entities under common control and joint ventures as described in the Annual Financial Statements and detailed below. Leafly Holdings, Inc. (“Leafly”) The Company has a series of agreements with Leafly providing for, among other things, data licensing, advertising and marketing activities. During the three months ended March 31, 2021, no operational expenses was recorded within general and administrative expenses in the statements of net loss and comprehensive loss (2020 - $129). Docklight LLC (“Docklight”) The Company pays Docklight a royalty fee pursuant to a brand licensing agreement which provides the Company with exclusive rights in Canada for the use of certain adult-use brands. During the three months ended March 31, 2021, royalty fees of $493 were recorded within general and administrative expenses in the statements of net loss and comprehensive loss (2020 - $221). Refer to Note 16 for purchase commitments with Docklight. Fluent and Cannfections The Company has joint venture arrangements with a 50% ownership and voting interest in each Fluent and Cannfections. Refer to Note 4 for details over transactions with these entities for the three months ended March 31, 2021. |
Financial Instruments
Financial Instruments | 3 Months Ended |
Mar. 31, 2021 | |
Investments All Other Investments [Abstract] | |
Financial Instruments | 21 . 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 and accounts receivable. The Company’s cash and cash equivalents are deposited in major financial institutions in Canada, Australia, Portugal, Germany 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 credit losses as necessary (refer to Note 5 ). Due to the uncertainties associated with COVID-19, the Company may be unable to accurately predict the creditworthiness of its counterparties and their ability to meet their obligations. This may result in unforeseen additional credit losses. Foreign currency risk The Company conducts its business in several countries and in a variety of currencies, the most significant of which are the Canadian dollar and the Euro. Consequently, the Company is exposed to foreign currency risk. A significant portion of the Company’s assets, liabilities, 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 $47,220 as of March 31, 2021, with a corresponding impact to accumulated other comprehensive (loss) income. The Company is also exposed to risk related to changes in the value of the Euro due to its construction commitments in Portugal. Interest rate risk The Company’s exposure to changes in interest rates relates primarily to the Company’s outsanding debt. The Company is exposed to changes to the Canadian prime rate as the Senior Facility bears interest based on the Canadian prime rate plus 8.05%. The convertible notes bear interest at a fixed rate of 5% and are not publicly traded and is therefore are not affected by changes in the market interest rates. A 1% change in the Canadian prime rate would have an impact of $134 to the statements of net loss and comprehensive loss for the three months ended March 31, 2021. 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 March 31, 2021, the most significant financial liabilities are accounts payable, accrued expenses and other current liabilities, convertible notes and the Senior Facility. Equity price risks As of March 31, 2021, we held long-term equity investments at fair value and equity investments under the measurement alternative. These investment in equities were acquired as part of our strategic transactions. Accordingly, the changes in fair values of investment in equities measured at fair value or under the measurement alternative are recognized through other expense (income), net in the statements of net loss and comprehensive loss. Based on the fair value of investment in equities held as of March 31, 2021, a hypothetical decrease of 10% in the prices for these companies would reduce the fair values of the investments and result in unrealized loss recorded in other expense (income), net by $1,132. Similarly, based on the fair value of our warrant liability as of March 31, 2021, a hypothetical increase of 10% in the price for our common stock would increase the change in fair value of warrant liability by $12,290. |
Fair Value Measurement
Fair Value Measurement | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | 2 2 . 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 tables present information about the Company’s assets that are measured at fair value on a recurring basis as of March 31, 2021 and December 31, 2020 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 March 31, 2021 Equity investments measured at fair value $ 633 $ — $ — $ 633 Warrant liability — — (122,804 ) (122,804 ) Convertible Debt — (269,223 ) — (269,223 ) Total recurring fair value measurements $ 633 $ (269,223 ) $ (122,804 ) $ (391,394 ) Quoted prices in active markets for Other Significant identical observable unobservable assets inputs inputs (Level 1) (Level 2) (Level 3) Total December 31, 2020 Investments Equity investments measured at fair value $ 477 $ — $ — $ 477 Debt securities classified as available-for-sale — — 2,500 2,500 Warrant liability — — (120,647 ) (120,647 ) Convertible Debt — (239,652 ) — (239,652 ) Total recurring fair value measurements $ 477 $ (239,652 ) $ (118,147 ) $ (357,322 ) Items measured at fair value on a recurring basis The Company’s financial assets and liabilities required to be measured on a recurring basis are its equity investments measured at fair value, convertible debt and warrant liability. Equity investments recorded at fair value: The estimated fair value is determined using quoted market prices, broker or dealer quotations or discounted cash flows. These are classified as Level 1. Warrant liability: The warrants associated with the warrant liability are classified as Level 3 derivatives. Consequently, the estimated fair value of the warrant liability is determined using the Monte Carlo pricing model (refer to Note 12). Until the warrants are exercised, expire, or other facts and circumstances lead the warrant liability to be reclassified to stockholders’ equity, the warrant liability (which relates to warrants to purchase shares of Class 2 common stock) is marked-to-market each reporting period with the change in fair value recorded in change in fair value of warrant liability. Any significant adjustments to the unobservable inputs disclosed in the table below would have a direct impact on the fair value of the warrant liability. Convertible Debt: This instrument is held at amortized cost. The estimated fair value is determined using quoted market prices near the reporting date and is classified as Level 2. The opening balances of assets and liabilities categorized within Level 3 of the fair value hierarchy measured at fair value on a recurring basis are reconciled to the closing balances as follows: Debt securities classified as available-for- sale Warrant liability Opening balance as at December 31, 2020 $ 2,500 $ (120,647 ) Additions and settlements Additions — — Exercise — — Settlements (2,500 ) 81,223 Interest expenses, net — — Change in fair value — (83,380 ) Closing balance as at March 31, 2021 $ — $ (122,804 ) Quantitative information about Level 3 fair value measurements Fair value at March 31, 2021 Valuation technique Unobservable input Range (weighted average) Warrant liability $ (122,804 ) Monte Carlo Volatility 100% Expected life 0.2 years to 4.5 years (2.1 years) Items measured at fair value on a non-recurring basis The Company's prepayments and other current assets, long lived assets, including property and equipment, goodwill and intangible assets are measured at fair value when there is an indicator of impairment and are recorded at fair value only when an impairment charge is recognized. The estimated fair value of cash and cash equivalents, accounts receivable, net, accounts payable, accrued expenses and other current liabilities and Senior Facility at March 31, 2021 (December 31, 2020 – the fair value of all aforementioned) approximate their carrying value. |
Business Segment Information
Business Segment Information | 3 Months Ended |
Mar. 31, 2021 | |
Segment Reporting [Abstract] | |
Business Segment Information | 2 3 . Business Segment Information The Company has two operating segments based on major product categories: cannabis and hemp. These operating segments are also the Company’s reportable segments. The cannabis segment cultivates, processes and distributes medical and adult-use cannabis products in a variety of formats, as well as related accessories, on a global basis. The hemp segment processes and distributes a diverse portfolio of hemp-based natural and organic food and wellness products on a global basis. The results of each segment are regularly reviewed by the Company’s Chief Executive Officer, who is the Company’s chief operating decision maker, to assess the performance of the segment and make decisions regarding the allocation of resources. The Company’s chief operating decision maker uses revenue and gross profit as the measure of segment profit or loss. The accounting policies of each segment are the same as those set out under the summary of significant accounting policies in Note 1. There are no intersegment sales or transfers. Three months ended March 31, 2021 2020 Revenue Gross profit Revenue Gross profit Cannabis $ 31,386 $ 9,343 $ 30,776 $ 2,926 Hemp $ 16,635 $ 4,160 $ 21,326 $ 7,944 Total $ 48,021 $ 13,503 $ 52,102 $ 10,870 No asset information is provided for the segments because the Company’s chief operating decision maker does not review this information by segment on a regular basis. Total revenue and gross profit for the reportable segments is equal to the Company’s consolidated revenue and gross profit. Three months ended March 31, 2021 2020 Gross profit for the segments $ 13,503 $ 10,870 General and administrative expenses 25,587 27,269 Sales and marketing expenses 9,739 18,326 Research and development expenses 1,202 1,347 Depreciation and amortization expenses 3,498 3,591 Impairment of assets — 29,839 Loss from equity method investments 1,787 1,748 Litigation settlement 45,000 — Foreign exchange (gain) loss, net (699 ) 28,069 Change in fair value of warrant liability 263,201 71,978 Interest expenses, net 6,916 9,146 Other expense (income), net (1,516 ) 4,651 Loss before income taxes $ (341,212 ) $ (185,094 ) Sources of revenue were as follows: Three months ended March 31, 2021 2020 Dried cannabis $ 21,086 $ 19,696 Cannabis extracts 10,270 10,545 Hemp products 16,635 21,326 Accessories and other 30 535 Total $ 48,021 $ 52,102 Channels of revenue were as follows: Three months ended March 31, 2021 2020 Cannabis Adult-use $ 19,440 $ 20,919 Canada - medical 3,217 4,051 International - medical 8,600 5,806 Bulk 129 — Total Cannabis revenue $ 31,386 $ 30,776 Hemp 16,635 21,326 Total $ 48,021 $ 52,102 Revenue attributed to geographic region based on the location of the customer was as follows: Three months ended March 31, 2021 2020 Canada $ 27,195 $ 29,488 United States 11,043 16,530 Other countries 9,783 6,084 Total $ 48,021 $ 52,102 Revenue includes excise duties of $4,646 for the three months ended March 31, 2021 (2020: $4,972). Long-lived assets consisting of property and equipment, net of accumulated depreciation, attributed to geographic regions based on their physical location were as follows: March 31, 2021 December 31, 2020 Canada $ 122,182 $ 122,328 Portugal 69,704 71,988 United States 5,830 5,182 Other countries 55 61 Total $ 197,771 $ 199,559 Major customers One customer, in the Cannabis segment, accounted for 20% of revenue for the three months ended March 31, 2021. One customer, in the Hemp segment, accounted for 11% of revenue for the three months ended March 31, 2021. Two customers, in the Cannabis segment, accounted for 16% and 13% of revenue, respectively, for the three months ended March 31, 2020. One customer, in the Hemp segment, accounted for 26% of revenue for the three months ended March 31, 2020. Two customers accounted for 18% and 11%, respectively, of the Company’s accounts receivable balance as of March 31, 2021. Three customers accounted for 17%, 16% and 11%, respectively, of the Company’s accounts receivable balance as of December 31, 2020. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 2 4 . Subsequent Events A cannabinoid supplier (“supplier”) to Tilray, and Tilray had been engaged in binding arbitration, which commenced in March 2020 and related to a supply agreement dispute between the parties. On April 29, 2021, the parties mutually agreed to settle this matter. Pursuant to a settlement agreement and release, Tilray (i) paid $20,000 in cash and $5,000 in Class 2 Common Stock to the supplier on April 29, 2021, and (ii) agreed to pay either $15,000 in Class 2 Common Stock or $20,000 in cash, depending on certain circumstances, to the supplier within nine months of the settlement date, in each case subject to certain upward adjustments based on the trading price and resale registration status of the Class 2 Common Stock. The parties also agreed to, among other things, withdraw from the arbitration proceeding and to release the other party from any and all claims arising out of or relating to the arbitration or the supply agreement. As of March 31, 2021, t he Company recorded the litigation settlement expense in its statement of net loss and comprehensive loss to reflect the outcome of this settlemen t . The litigation liability is payable in a combination of cash and shares of the Company’s class 2 common stock. The initial payment s made on April 29 , 2021 are reflected in accounts payable and the remaining future payment is reflected in accrued expenses. The Company also removed $ of purchase commitments (refer to Note 16 ) from its commitments and contingencies as of March 31, 2021. On April 25, 2021, the Company notified its senior secure credit facility lender that it intends to (i) terminate the commitments under the Senior Facility, and (ii) repay all outstanding loans and other obligations under the Senior Facility. On May 4, 2021, the Company repaid in full all outstanding indebtedness under its Senior Facility agreement. The Senior Facility and related security interests were terminated in conjunction with the repayment in full of $52,069 (C$64,000) of principal, as well as accrued and unpaid interest and fees of $494 (C$610), plus a prior notice prepayment fee of $1,070 (C$1,320) . As disclosed previously, on April 30, 2021 the Arrangement with Aphria was completed (refer to Note 1 for additional information regarding the Arrangement) and we paid the financial advisor transaction fee of $9,200 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Description of the Business | Description of the business Tilray, Inc., a Delaware corporation, and its wholly owned subsidiaries (collectively “Tilray”, the “Company”, “we”, “our”, or “us”), is a global medical cannabis research, cultivation, processing and distribution organization, and is one of the leading suppliers of adult-use cannabis in Canada. The Company also markets and distributes food products from hemp seed and offers a broad range of natural and organic hemp based food products and ingredients that are sold through retailers and websites globally. On December 15, 2020, we entered into an Arrangement Agreement (as amended, the “Arrangement Agreement” with Aphria Inc. (“Aphria”), pursuant to which Tilray acquired all of the issued and outstanding common shares of Aphria pursuant to a plan of arrangement (the “Plan of Arrangement”) under the Business Corporations Act (the “Arrangement”). The Arrangement was completed on April 30, 2021. Each outstanding common share of Aphria outstanding immediately prior to the effective time of the Arrangement was transferred to Tilray in exchange for 0.8381 of a share (of Tilray Class 2 common stock). |
Basis of Presentation and Going Concern | Basis of presentation and going concern The accompanying unaudited condensed consolidated financial statements (the “financial statements”) reflect the accounts of the Company. The financial statements were 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. The information included in this Form 10-Q 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, 2020 (the “Annual Financial Statements”). These financial statements reflect all adjustments, which, in the opinion of management, are necessary for a fair presentation of the results for the interim periods presented. Interim results are not necessarily indicative of results for a full year. These financial statements have been prepared on a going concern basis, which assumes that the Company will continue in operation for the foreseeable future and, accordingly, will be able to realize its assets and discharge its liabilities in the normal course of operations as they come due. |
Reclassifications | Reclassifications The Company reclassified previously disclosed amounts related to inventory valuation adjustments and stock-based compensation expenses to conform with the disclosures as of March 31, 2021. Inventory valuation adjustments were previously disclosed as a separate component of cost of sales on the Company’s Consolidated Statements of Net Loss and Comprehensive Loss. As of March 31, 2021, these amounts are included under the caption of cost of sales. For the three months ended March 31, 2020 Inventory valuation adjustment no longer disclosed separately from cost of sales $ 4,044 Stock-based compensation expenses was previously presented as a separate line item in the Company’s Consolidated Statements of Net Loss and Comprehensive Loss. As of March 31, 2021, the Company includes its stock-based compensation expense under the respective caption in financial statements where compensation paid to the same employees is recorded. These reclassifications are summarized as follows: For the three months ended March 31, 2020 General and administrative expenses $ 7,138 Sales and marketing expenses 450 Research and development expenses 89 The statement of net loss and comprehensive loss for the three months ended March 31, 2020 was reclassified to conform to the current period’s presentation. Acquisition-related expenses, net, formerly presented as a separate line item, is now presented in general and administrative expenses. |
Net Loss Per Share | Net loss per share Basic net loss per share is computed by dividing reported net loss by the weighted average number of common shares outstanding for the reported period. Diluted net loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock of the Company during the reporting period. Diluted net loss per share is computed by dividing net loss by the sum of the weighted average number of common shares and the number of potential dilutive common share equivalents outstanding during the period. Potential dilutive common share equivalents consist of the incremental common shares issuable upon the exercise of vested share options and the incremental shares issuable upon conversion of the convertible notes. Potential dilutive common share equivalents consist of warrants, stock options, restricted stock units (“RSUs”) and restricted stock awards. In computing diluted earnings per share, common share equivalents are not considered in periods in which a net loss is reported, as the inclusion of the common share equivalents would be anti-dilutive. As of March 31, 2021, there were 14,243,733 common share equivalents with potential dilutive impact (March 31, 2020 – 21,266,707). Since the Company is in a net loss for all periods presented in these financial statements, there is no difference between the Company’s basic and diluted net loss per share for the periods presented. |
New Accounting Pronouncements Not Yet Adopted | New accounting pronouncements not yet adopted In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which is intended to address issues identified as a result of the complexity associated with applying generally accepted accounting principles (GAAP) for certain financial instruments with characteristics of liabilities and equity. ASU 2020-06 is effective for the Company beginning January 1, 2022. The Company is currently evaluating the effect of adopting this ASU. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Inventory Valuation Adjustments Included in Cost of Sales | Inventory valuation adjustments were previously disclosed as a separate component of cost of sales on the Company’s Consolidated Statements of Net Loss and Comprehensive Loss. As of March 31, 2021, these amounts are included under the caption of cost of sales. For the three months ended March 31, 2020 Inventory valuation adjustment no longer disclosed separately from cost of sales $ 4,044 |
Summary of Reclassifications of Stock-Based Compensation Expenses | Stock-based compensation expenses was previously presented as a separate line item in the Company’s Consolidated Statements of Net Loss and Comprehensive Loss. As of March 31, 2021, the Company includes its stock-based compensation expense under the respective caption in financial statements where compensation paid to the same employees is recorded. These reclassifications are summarized as follows: For the three months ended March 31, 2020 General and administrative expenses $ 7,138 Sales and marketing expenses 450 Research and development expenses 89 |
Inventory (Tables)
Inventory (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventory is comprised of the following items: March 31, 2021 December 31, 2020 Raw materials $ 15,263 $ 15,223 Work-in-process 60,197 61,867 Finished goods 21,084 16,555 Total $ 96,544 $ 93,645 |
Prepayments and Other Current_2
Prepayments and Other Current Assets (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Prepaid Expense And Other Assets Current [Abstract] | |
Schedule of Prepayments and Other Current Assets | Prepayments and other current assets are comprised of the following items: March 31, 2021 December 31, 2020 Deposits $ 9,285 $ 15,976 Prepayments 5,117 6,542 Taxes receivable 16,349 12,122 Total $ 30,751 $ 34,640 |
Investments (Tables)
Investments (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Investments Debt And Equity Securities [Abstract] | |
Summary of Long-term Investments | Long-term investments are comprised of the following items: March 31, 2021 December 31, 2020 Equity investments at fair value $ 633 $ 477 Equity investments under measurement alternative 11,450 11,392 Debt securities classified under available-for-sale method — 2,500 Total other investments $ 12,083 $ 14,369 |
Summary of Ownership Interests in Equity Method Investments | The Company’s ownership interests in its equity method investments as of March 31, 2020 and December 31, 2019 and loss from equity method investments for the three months ended March 31, 2020 were as follows: Approximate Carrying value Gain (loss) from equity method investments for the three months ended ownership % March 31, 2021 March 31, 2021 Investment in Fluent 50% $ 4,039 $ (1,802 ) Investment in Cannfections 50% 4,061 15 Total equity method investments $ 8,100 $ (1,787 ) Approximate Carrying value Gain (loss) from equity method investments for the three months ended ownership % December 31, 2020 March 31, 2020 Investment in Fluent 50% $ 5,291 $ (1,819 ) Investment in Cannfections 50% 4,009 71 Total equity method investments $ 9,300 $ (1,748 ) |
Summary of Financial Information for Equity Method Investments | Summary financial information for the equity method investments on an aggregate basis was as follows: March 31, 2021 December 31, 2020 Current assets $ 8,440 $ 12,644 Noncurrent assets $ 7,033 $ 6,608 Current liabilities $ 4,505 $ 5,663 Three months ended March 31, 2021 2020 Revenue $ 1,061 $ 1,392 Gross profit $ 224 $ 583 Net loss $ (3,574 ) $ (3,496 ) |
Allowance for Credit Losses (Ta
Allowance for Credit Losses (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Allowance For Credit Loss [Abstract] | |
Schedule of Allowance for Credit Losses | The following table provides activity in the allowance for credit losses for the three months ended March 31, 2021 and March 31, 2020: For the three months ended March 31, 2021 2020 Allowance for credit losses, January 1 $ 887 $ 615 Provision for expected credit losses (1) 805 46 Write-offs charged against allowance (439 ) (19 ) Foreign currency translation adjustment 14 (47 ) Allowance for credit losses, March 31 $ 1,267 $ 595 Accounts receivable balance before allowance for credit losses and provision for sales returns, March 31, 2021 and 2020 $ 30,298 $ 40,057 (1) The provision for expected credit losses is recorded in general and administrative expenses |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Property Plant And Equipment [Abstract] | |
Summary of Property and Equipment | Property and equipment, net consists of the following: March 31, 2021 December 31, 2020 Land $ 6,674 $ 6,771 Buildings and leasehold improvements 117,597 117,325 Laboratory and manufacturing equipment 37,254 37,176 Office and computer equipment 2,001 1,710 Right-of-use ("ROU") assets under finance lease 15,270 15,072 Construction-in-process, not yet available for use 49,562 49,380 228,358 227,434 Less: accumulated depreciation (30,587 ) (27,875 ) Total $ 197,771 $ 199,559 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Intangible Assets Net Excluding Goodwill [Abstract] | |
Schedule of Intangible Assets | Intangible assets are comprised of the following items: March 31, December 31, 2021 2020 Weighted Average Amortization Period (in years) Cost Accumulated Amortization Impairment Net Cost Accumulated Amortization Impairment Net Definite-lived intangible assets: Patent — — — — — 669 131 538 — Customer relationships 16 140,709 18,455 — 122,255 138,885 16,030 — 122,855 Developed technology 10 7,322 1,525 — 5,797 7,227 1,325 — 5,902 Websites 3 4,710 3,985 — 725 5,332 4,348 — 984 Trademarks and licenses 5 182 70 — 112 9,009 1,245 7,650 114 Total 152,923 24,035 — 128,889 161,122 23,079 8,188 129,855 Indefinite-lived intangible assets: Cultivation license Indefinite — — — — 10,239 — 10,239 — Trademarks Indefinite 57,333 — — 57,333 56,590 — — 56,590 Rights under ABG Profit Participation Arrangement Indefinite — — — — 16,765 — 16,765 — Total 57,333 — — 57,333 83,594 — 27,004 56,590 Total intangible assets $ 210,256 $ 24,035 $ — $ 186,222 $ 244,716 $ 23,079 $ 35,192 $ 186,445 |
Schedule of Future Amortization Expenses for Intangible Assets | Expected future amortization expenses for intangible assets as at March 31, 2021 are as follows: Year ending December 31, Amortization 2021 (remaining nine months) $ 7,684 2022 $ 9,868 2023 $ 9,625 2024 $ 9,619 2025 $ 9,589 Thereafter $ 82,504 Total $ 128,889 |
Goodwill (Tables)
Goodwill (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill Disclosure [Abstract] | |
Schedule of Change in Carrying Amount of Goodwill | The following table shows the change in carrying amount of goodwill: Hemp Cannabis Total Balance as of December 31, 2020 $ 136,332 $ 30,583 $ 166,915 Foreign currency translation adjustment 1,762 402 2,164 Balance as of March 31, 2021 $ 138,094 $ 30,985 $ 169,079 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Payables And Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities are comprised of the following items: March 31, 2021 December 31, 2020 Other accrued expenses and current liabilities $ 27,171 $ 24,181 Accrued litigation settlement 20,000 — Accrued payroll and employment related withholding taxes 9,314 9,282 Accrued interest on convertible notes 1,158 3,473 ABG finance liability - current 1,500 1,500 Accrued legal and professional fees 905 1,091 Accrued interest on Senior Facility 413 419 Total accrued expenses and other current liabilities $ 60,461 $ 39,946 |
Convertible Notes (Tables)
Convertible Notes (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
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: March 31, 2021 December 31, 2020 5.00% Convertible Notes $ 277,857 $ 277,857 Unamortized discount (13,977 ) (15,229 ) Unamortized transaction costs (4,437 ) (4,839 ) Net carrying amount $ 259,443 $ 257,789 |
Schedule of Interest Expenses | The following table sets forth total interest expense recognized related to the convertible notes: Three months ended March 31, 2021 2020 Contractual coupon interest $ 3,473 $ 5,938 Amortization of discount 1,253 2,009 Amortization of transaction costs 401 588 Total $ 5,127 $ 8,535 |
Senior Facility (Tables)
Senior Facility (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Debt Instrument [Line Items] | |
Schedule of Components of Net Carrying Amount of Senior Facility | The following table sets forth the net carrying amount of the Senior Facility: March 31, 2021 December 31, 2020 Senior Facility $ 51,161 $ 50,498 Unamortized transaction costs (1,614 ) (2,028 ) Net carrying amount $ 49,547 $ 48,470 Less: current portion of Senior Facility (49,547 ) — Total noncurrent portion of Senior Facility $ — $ 48,470 |
Schedule of Interest Expenses | The following table sets forth total interest expense recognized related to the convertible notes: Three months ended March 31, 2021 2020 Contractual coupon interest $ 3,473 $ 5,938 Amortization of discount 1,253 2,009 Amortization of transaction costs 401 588 Total $ 5,127 $ 8,535 |
Senior Secured Term Loan Facility [Member] | |
Debt Instrument [Line Items] | |
Schedule of Interest Expenses | The following table sets forth total interest expense recognized related to the Senior Facility: Three months ended March 31, 2021 2020 Contractual interest at Canadian prime plus 8.05% $ 1,325 $ 480 Amortization of transaction costs 436 131 Total $ 1,761 $ 611 |
Registered Offering and Warra_2
Registered Offering and Warrants (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Class Of Stock [Line Items] | |
Schedule of Pre-funded Warrants and Warrants Outstanding | The Company has outstanding warrants as described in the Annual Financial Statements. Warrants outstanding at March 31, 2021, and related activity for the three months ended March 31, 2021 is as follows (reflects the number of Class 2 common stock as if the warrants were converted to Class 2 common stock): Description Classification Exercise price Expiration date Balance December 31, 2020 Issued Exercised Balance March 31, 2021 Warrants Liability $ 5.95 March 17, 2025 19,000,000 — 12,791,000 6,209,000 Total 19,000,000 — 12,791,000 6,209,000 |
Schedule of Estimated Fair Value of Warrant Liability | Quantitative information about Level 3 fair value measurements Fair value at March 31, 2021 Valuation technique Unobservable input Range (weighted average) Warrant liability $ (122,804 ) Monte Carlo Volatility 100% Expected life 0.2 years to 4.5 years (2.1 years) |
Warrant [Member] | |
Class Of Stock [Line Items] | |
Schedule of Estimated Fair Value of Warrant Liability | The Company estimated the fair value of the Warrant liability at March 31, 2021 using the Monte Carlo pricing model (Level 3) with the following weighted-average assumptions: Risk-free interest rate 0.92 % Expected volatility 100 % Expected term 4.5 years Expected dividend yield 0 % Strike price $ 5.95 Fair value of common stock $ 22.73 Discount due to exercise restrictions 0 % |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
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 March 31, 2021. 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 the Company’s earnings and losses. Par Value Authorized Voting Rights Class 1 common stock $ 0.0001 233,333,333 10 votes for each share Class 2 common stock $ 0.0001 500,000,000 1 vote for each share Preferred stock $ 0.0001 10,000,000 N/A |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
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, 2020 1,789,750 $ 3.62 3.8 $ 25,077 Exercised (757,318 ) 3.17 Forfeited — — Cancelled (80 ) 4.72 Balance March 31, 2021 1,032,352 $ 3.93 4.3 $ 13,660 Vested and expected to vest, March 31, 2021 986,020 $ 3.91 4.3 $ 13,618 Vested and exercisable, March 31, 2021 945,951 $ 3.72 4.2 $ 13,200 |
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, 2020 3,909,559 $ 15.25 7.4 $ 1,700,194 Granted — — Exercised (471,211 ) 7.76 Forfeited (33,291 ) 8.46 Cancelled (36,414 ) 42.61 Balance March 31, 2021 3,368,643 $ 16.02 7.2 $ 43,421 Vested and expected to vest, March 31, 2021 3,360,695 $ 15.87 7.2 $ 43,213 Vested and exercisable, March 31, 2021 2,902,957 $ 13.77 7.2 $ 38,916 |
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, 2020 1,884,390 $ 15.22 Granted 350,311 20.02 Vested (289,388 ) 15.59 Forfeited (170,641 ) 11.84 Non-vested March 31, 2021 1,774,672 $ 16.33 |
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, 2020 540,836 $ 7.13 Vested (341,543 ) 7.18 Non-vested March 31, 2021 199,293 $ 7.05 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive (Loss) Income (AOCI) (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Income | The component of AOCI, net of tax, was as follows: Foreign Currency Translation Adjustments Balance as at December 31, 2020 $ 8,205 Other comprehensive loss: Change in foreign currency translation 3,753 Balance as at March 31, 2021 $ 11,958 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Summary of Maturities of Lease Liabilities | Maturities of lease liabilities: Year ending December 31, Operating Leases Finance Leases 2021 (remaining nine months) $ 2,861 $ 893 2022 3,498 6,165 2023 3,351 12,438 2024 2,758 — 2025 2,179 — Thereafter 6,428 — Total minimum lease payments 21,075 19,496 Less: amounts related to interest payments 3,260 3,902 Present value of minimum lease payments 17,815 15,594 Less: current accrued lease obligation 2,888 — Obligations recognized $ 14,927 $ 15,594 |
Schedule of Future Non-cancellable Minimum Purchase Commitments | The following table reflects the Company’s future non-cancellable minimum purchase commitments for inventory as of March 31, 2021: Total 2021 (remaining nine months) 2022 2023 2024 2025 Thereafter Purchase commitments $ 17,359 $ 17,359 $ — $ — $ — $ — $ — Total $ 17,359 $ 17,359 $ — $ — $ — $ — $ — |
Schedule of Other Commitments Maturities | The Company has payments on the convertible notes (refer to Note 10), the Senior Facility (refer to Note 11), ABG finance liability and Portugal construction purchase commitments as follows: Total 2021 (remaining nine months) 2022 2023 2024 2025 Thereafter Convertible notes, principal and interest $ 319,535 $ 13,893 $ 13,893 $ 291,749 $ — $ — $ — Senior Facility, principal and interest 56,533 4,029 52,504 — — — — ABG finance liability 7,500 1,500 1,500 1,500 1,500 1,500 — Portugal construction commitments 2,778 2,778 — — — — — Total $ 386,346 $ 22,200 $ 67,897 $ 293,249 $ 1,500 $ 1,500 $ — |
General and Administrative Ex_2
General and Administrative Expenses (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
General And Administrative Expense [Abstract] | |
Schedule of General and Administrative Expenses | General and administrative expenses are comprised of the following items: Three months ended March 31, 2021 2020 Other expenses $ 7,613 $ 6,848 Salaries and benefits 7,013 7,296 Stock-based compensation expenses 6,493 7,138 Professional fees 3,577 4,521 Credit loss expenses 742 46 Loss on disposal of property and equipment 83 457 Travel expenses 66 963 Total $ 25,587 $ 27,269 |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Supplemental Cash Flow Information [Abstract] | |
Schedule of Supplemental Cash Flow Information | Three months ended March 31, 2021 2020 Cash paid for income taxes $ 103 $ — Cash paid for interest 912 704 |
Summary of Supplemental Cash Flow Information Related to Leases | Three months ended March 31, 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 994 $ 854 Operating cash flows from finance leases 264 142 Financing cash flows from finance leases — 105 Non-cash additions to Right-of-use assets and lease liabilities Operating leases 33 423 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets Measured at Fair Value on Recurring and Non-recurring Basis | The following tables present information about the Company’s assets that are measured at fair value on a recurring basis as of March 31, 2021 and December 31, 2020 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 March 31, 2021 Equity investments measured at fair value $ 633 $ — $ — $ 633 Warrant liability — — (122,804 ) (122,804 ) Convertible Debt — (269,223 ) — (269,223 ) Total recurring fair value measurements $ 633 $ (269,223 ) $ (122,804 ) $ (391,394 ) Quoted prices in active markets for Other Significant identical observable unobservable assets inputs inputs (Level 1) (Level 2) (Level 3) Total December 31, 2020 Investments Equity investments measured at fair value $ 477 $ — $ — $ 477 Debt securities classified as available-for-sale — — 2,500 2,500 Warrant liability — — (120,647 ) (120,647 ) Convertible Debt — (239,652 ) — (239,652 ) Total recurring fair value measurements $ 477 $ (239,652 ) $ (118,147 ) $ (357,322 ) |
Schedule of Opening Balances of Assets and Liabilities Categorized Within Level 3 of Fair Value Hierarchy Measured at Fair Value on Recurring Basis are Reconciled to Closing Balances | The opening balances of assets and liabilities categorized within Level 3 of the fair value hierarchy measured at fair value on a recurring basis are reconciled to the closing balances as follows: Debt securities classified as available-for- sale Warrant liability Opening balance as at December 31, 2020 $ 2,500 $ (120,647 ) Additions and settlements Additions — — Exercise — — Settlements (2,500 ) 81,223 Interest expenses, net — — Change in fair value — (83,380 ) Closing balance as at March 31, 2021 $ — $ (122,804 ) |
Schedule of Estimated Fair Value of Warrant Liability | Quantitative information about Level 3 fair value measurements Fair value at March 31, 2021 Valuation technique Unobservable input Range (weighted average) Warrant liability $ (122,804 ) Monte Carlo Volatility 100% Expected life 0.2 years to 4.5 years (2.1 years) |
Business Segment Information (T
Business Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Segment Reporting [Abstract] | |
Summary of Revenue and Gross Profit | The results of each segment are regularly reviewed by the Company’s Chief Executive Officer, who is the Company’s chief operating decision maker, to assess the performance of the segment and make decisions regarding the allocation of resources. The Company’s chief operating decision maker uses revenue and gross profit as the measure of segment profit or loss. The accounting policies of each segment are the same as those set out under the summary of significant accounting policies in Note 1. There are no intersegment sales or transfers. Three months ended March 31, 2021 2020 Revenue Gross profit Revenue Gross profit Cannabis $ 31,386 $ 9,343 $ 30,776 $ 2,926 Hemp $ 16,635 $ 4,160 $ 21,326 $ 7,944 Total $ 48,021 $ 13,503 $ 52,102 $ 10,870 No asset information is provided for the segments because the Company’s chief operating decision maker does not review this information by segment on a regular basis. Total revenue and gross profit for the reportable segments is equal to the Company’s consolidated revenue and gross profit. Three months ended March 31, 2021 2020 Gross profit for the segments $ 13,503 $ 10,870 General and administrative expenses 25,587 27,269 Sales and marketing expenses 9,739 18,326 Research and development expenses 1,202 1,347 Depreciation and amortization expenses 3,498 3,591 Impairment of assets — 29,839 Loss from equity method investments 1,787 1,748 Litigation settlement 45,000 — Foreign exchange (gain) loss, net (699 ) 28,069 Change in fair value of warrant liability 263,201 71,978 Interest expenses, net 6,916 9,146 Other expense (income), net (1,516 ) 4,651 Loss before income taxes $ (341,212 ) $ (185,094 ) Sources of revenue were as follows: Three months ended March 31, 2021 2020 Dried cannabis $ 21,086 $ 19,696 Cannabis extracts 10,270 10,545 Hemp products 16,635 21,326 Accessories and other 30 535 Total $ 48,021 $ 52,102 Channels of revenue were as follows: Three months ended March 31, 2021 2020 Cannabis Adult-use $ 19,440 $ 20,919 Canada - medical 3,217 4,051 International - medical 8,600 5,806 Bulk 129 — Total Cannabis revenue $ 31,386 $ 30,776 Hemp 16,635 21,326 Total $ 48,021 $ 52,102 |
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 March 31, 2021 2020 Canada $ 27,195 $ 29,488 United States 11,043 16,530 Other countries 9,783 6,084 Total $ 48,021 $ 52,102 |
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: March 31, 2021 December 31, 2020 Canada $ 122,182 $ 122,328 Portugal 69,704 71,988 United States 5,830 5,182 Other countries 55 61 Total $ 197,771 $ 199,559 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) | 3 Months Ended | ||
Mar. 31, 2021shares | Mar. 31, 2020shares | Dec. 15, 2020 | |
Summary Of Significant Accounting Policies [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share | 14,243,733 | 21,266,707 | |
Aphria Inc. [Member] | Common Stock Class Two [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Share exchange rate | 0.8381 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Inventory Valuation Adjustments Included in Cost of Sales (Detail) $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Inventory Valuation Adjustments [Member] | |
Inventory [Line Items] | |
Inventory valuation adjustment no longer disclosed separately from cost of sales | $ 4,044 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Summary of Reclassifications of Stock-Based Compensation Expenses (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Share-based compensation expense | $ 6,493 | $ 7,138 |
General and Administrative Expense [Member] | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Share-based compensation expense | 7,138 | |
Sales and Marketing Expense [Member] | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Share-based compensation expense | 450 | |
Research and Development Expense [Member] | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Share-based compensation expense | $ 89 |
Inventory - Schedule of Invento
Inventory - Schedule of Inventory (Detail) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 15,263 | $ 15,223 |
Work-in-process | 60,197 | 61,867 |
Finished goods | 21,084 | 16,555 |
Total Inventory | $ 96,544 | $ 93,645 |
Inventory - Additional Informat
Inventory - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cannabis [Member] | ||
Inventory [Line Items] | ||
Inventory write-downs | $ 1,720 | $ 3,247 |
Hemp [Member] | ||
Inventory [Line Items] | ||
Inventory write-downs | $ 342 | $ 797 |
Prepayments and Other Current_3
Prepayments and Other Current Assets - Schedule of Prepayments and Other Current Assets (Detail) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Prepaid Expense And Other Assets Current [Abstract] | ||
Deposits | $ 9,285 | $ 15,976 |
Prepayments | 5,117 | 6,542 |
Taxes receivable | 16,349 | 12,122 |
Total | $ 30,751 | $ 34,640 |
Investments - Summary of Long-t
Investments - Summary of Long-term Investments (Detail) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Investments Debt And Equity Securities [Abstract] | ||
Equity investments at fair value | $ 633 | $ 477 |
Equity investments under measurement alternative | 11,450 | 11,392 |
Debt securities classified under available-for-sale method | 2,500 | |
Total other investments | $ 12,083 | $ 14,369 |
Investments - Additional Inform
Investments - Additional Information (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Schedule Of Available For Sale Securities [Line Items] | |||
Unrealized gains (loss) on equity Investments | $ 300,000 | $ (1,534,000) | |
Impairments or adjustments equity investments under measurement alternative | 0 | 0 | |
Investment in joint venture under the equity method | 8,100,000 | $ 9,300,000 | |
Fluent [Member] | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Investment in joint venture under the equity method | 4,039,000 | 5,291,000 | |
Fluent [Member] | Joint Venture [Member] | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Investment in joint venture under the equity method | 493,000 | 0 | |
Total fees charged | 372,000 | 1,880,000 | |
Fluent [Member] | Joint Venture [Member] | Accounts Payable [Member] | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Total fees charged | 1,785,000 | 674,000 | |
Cannfections [Member] | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Investment in joint venture under the equity method | 4,061,000 | $ 4,009,000 | |
Cannfections [Member] | Joint Venture [Member] | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Investment in joint venture under the equity method | 0 | 0 | |
Expenses for purchases | 448,000 | $ 80,000 | |
Convertible Debt Instrument [Member] | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Convertible debt instruments cash settlement amount | $ 2,500,000 |
Investments - Summary of Owners
Investments - Summary of Ownership Interests in Equity Method Investments (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Schedule Of Equity Method Investments [Line Items] | |||
Carrying value | $ 8,100 | $ 9,300 | |
Gain (loss) from equity method investments | $ (1,787) | $ (1,748) | |
Fluent [Member] | |||
Schedule Of Equity Method Investments [Line Items] | |||
Approximate ownership % | 50.00% | 50.00% | |
Carrying value | $ 4,039 | $ 5,291 | |
Gain (loss) from equity method investments | $ (1,802) | (1,819) | |
Cannfections [Member] | |||
Schedule Of Equity Method Investments [Line Items] | |||
Approximate ownership % | 50.00% | 50.00% | |
Carrying value | $ 4,061 | $ 4,009 | |
Gain (loss) from equity method investments | $ 15 | $ 71 |
Investments - Summary of Financ
Investments - Summary of Financial Information for Equity Method Investments (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Schedule Of Equity Method Investments [Line Items] | |||
Current assets | $ 571,969 | $ 347,020 | |
Current liabilities | 283,989 | 181,282 | |
Gross profit | 13,503 | $ 10,870 | |
Equity Method Investments [Member] | |||
Schedule Of Equity Method Investments [Line Items] | |||
Revenue | 1,061 | 1,392 | |
Gross profit | 224 | 583 | |
Net loss | (3,574) | $ (3,496) | |
Equity Method Investments [Member] | Equity Method Investment, Nonconsolidated Investee or Group of Investees [Member] | |||
Schedule Of Equity Method Investments [Line Items] | |||
Current assets | 8,440 | 12,644 | |
Noncurrent assets | 7,033 | 6,608 | |
Current liabilities | $ 4,505 | $ 5,663 |
Allowance for Credit Losses - S
Allowance for Credit Losses - Schedule of Allowance for Credit Losses (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Allowance For Credit Loss [Abstract] | ||
Allowance for credit losses, January 1 | $ 887 | $ 615 |
Provision for expected credit losses | 805 | 46 |
Write-offs charged against allowance | (439) | (19) |
Foreign currency translation adjustment | 14 | (47) |
Allowance for credit losses, March 31 | 1,267 | 595 |
Accounts receivable balance before allowance for credit losses and provision for sales returns, March 31, 2021 and 2020 | $ 30,298 | $ 40,057 |
Property and Equipment, Net - S
Property and Equipment, Net - Summary of Property and Equipment (Detail) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 228,358 | $ 227,434 |
Less: accumulated depreciation | (30,587) | (27,875) |
Total | 197,771 | 199,559 |
Land [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 6,674 | 6,771 |
Buildings and Leasehold Improvements [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 117,597 | 117,325 |
Laboratory and Manufacturing Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 37,254 | 37,176 |
Office and Computer Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 2,001 | 1,710 |
Right-of-Use ("ROU") Assets Under Finance Lease [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 15,270 | 15,072 |
Construction-in-Process, Not Yet Available for Use [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 49,562 | $ 49,380 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Finite and Indefinite Lived Intangible Assets [Line Items] | ||
Definite-lived intangible asset, Cost | $ 152,923 | $ 161,122 |
Definite-lived intangible asset, Accumulated Amortization | 24,035 | 23,079 |
Definite-lived intangible asset, Impairment | 8,188 | |
Definite-lived intangible asset, Net | 128,889 | 129,855 |
Indefinite-lived intangible asset, Cost | 57,333 | 83,594 |
Indefinite-lived intangible asset, Impairment | 27,004 | |
Indefinite-lived intangible asset, Net | 57,333 | 56,590 |
Total intangible asset, Cost | 210,256 | 244,716 |
Total intangible asset, Impairment | 35,192 | |
Total intangible asset, Net | $ 186,222 | 186,445 |
Patents [Member] | ||
Finite and Indefinite Lived Intangible Assets [Line Items] | ||
Definite-lived intangible asset, Cost | 669 | |
Definite-lived intangible asset, Accumulated Amortization | 131 | |
Definite-lived intangible asset, Impairment | 538 | |
Customer Relationships [Member] | ||
Finite and Indefinite Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period (in years) | 16 years | |
Definite-lived intangible asset, Cost | $ 140,709 | 138,885 |
Definite-lived intangible asset, Accumulated Amortization | 18,455 | 16,030 |
Definite-lived intangible asset, Net | $ 122,255 | 122,855 |
Developed Technology [Member] | ||
Finite and Indefinite Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period (in years) | 10 years | |
Definite-lived intangible asset, Cost | $ 7,322 | 7,227 |
Definite-lived intangible asset, Accumulated Amortization | 1,525 | 1,325 |
Definite-lived intangible asset, Net | $ 5,797 | 5,902 |
Websites [Member] | ||
Finite and Indefinite Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period (in years) | 3 years | |
Definite-lived intangible asset, Cost | $ 4,710 | 5,332 |
Definite-lived intangible asset, Accumulated Amortization | 3,985 | 4,348 |
Definite-lived intangible asset, Net | $ 725 | 984 |
Trademarks and Licenses [Member] | ||
Finite and Indefinite Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period (in years) | 5 years | |
Definite-lived intangible asset, Cost | $ 182 | 9,009 |
Definite-lived intangible asset, Accumulated Amortization | 70 | 1,245 |
Definite-lived intangible asset, Impairment | 7,650 | |
Definite-lived intangible asset, Net | $ 112 | 114 |
Cultivation License [Member] | ||
Finite and Indefinite Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period (in years) | Indefinite | |
Indefinite-lived intangible asset, Cost | 10,239 | |
Indefinite-lived intangible asset, Impairment | 10,239 | |
Trademarks [Member] | ||
Finite and Indefinite Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period (in years) | Indefinite | |
Indefinite-lived intangible asset, Cost | $ 57,333 | 56,590 |
Indefinite-lived intangible asset, Net | $ 57,333 | 56,590 |
Rights under ABG Profit Participation Arrangement [Member] | ||
Finite and Indefinite Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period (in years) | Indefinite | |
Indefinite-lived intangible asset, Cost | 16,765 | |
Indefinite-lived intangible asset, Impairment | $ 16,765 |
Intangible Assets - Additional
Intangible Assets - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
Amortization expenses for intangible assets | $ 2,271 | $ 1,857 |
Intangible Assets - Schedule _2
Intangible Assets - Schedule of Future Amortization Expenses for Intangible Assets (Detail) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Finite Lived Intangible Assets Future Amortization Expense [Abstract] | ||
2021 (remaining nine months) | $ 7,684 | |
2022 | 9,868 | |
2023 | 9,625 | |
2024 | 9,619 | |
2025 | 9,589 | |
Thereafter | 82,504 | |
Definite-lived intangible asset, Net | $ 128,889 | $ 129,855 |
Goodwill - Schedule of Change i
Goodwill - Schedule of Change in Carrying Amount of Goodwill (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Goodwill [Line Items] | |
Balance as of December 31, 2020 | $ 166,915 |
Foreign currency translation adjustment | 2,164 |
Balance as of March 31, 2021 | 169,079 |
Hemp [Member] | |
Goodwill [Line Items] | |
Balance as of December 31, 2020 | 136,332 |
Foreign currency translation adjustment | 1,762 |
Balance as of March 31, 2021 | 138,094 |
Cannabis [Member] | |
Goodwill [Line Items] | |
Balance as of December 31, 2020 | 30,583 |
Foreign currency translation adjustment | 402 |
Balance as of March 31, 2021 | $ 30,985 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities - Summary of Accrued Expenses and Other Current Liabilities (Detail) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Accounts Payable Accrued Liabilities And Other Current Liabilities [Line Items] | ||
Other accrued expenses and current liabilities | $ 27,171 | $ 24,181 |
Accrued litigation settlement | 20,000 | |
Accrued payroll and employment related withholding taxes | 9,314 | 9,282 |
Accrued interest on convertible notes | 1,158 | 3,473 |
Accrued legal and professional fees | 905 | 1,091 |
Accrued interest on Senior Facility | 413 | 419 |
Total accrued expenses and other current liabilities | 60,461 | 39,946 |
ABG [Member] | ||
Accounts Payable Accrued Liabilities And Other Current Liabilities [Line Items] | ||
ABG finance liability - current | $ 1,500 | $ 1,500 |
Convertible Notes - Additional
Convertible Notes - Additional Information (Detail) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Convertible Senior Notes Due 2023 [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument, face amount | $ 277,857 | $ 277,857 |
Convertible Notes - Schedule of
Convertible Notes - Schedule of Components of Net Carrying Amount of Convertible Notes (Detail) - Convertible Senior Notes Due 2023 [Member] - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
5.00% Convertible Notes | $ 277,857 | $ 277,857 |
Unamortized discount | (13,977) | (15,229) |
Unamortized transaction costs | (4,437) | (4,839) |
Net carrying amount | $ 259,443 | $ 257,789 |
Convertible Notes - Schedule _2
Convertible Notes - Schedule of Interest Expense Schedule of Interest Expense Related to Convertible Notes (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Debt Instrument [Line Items] | ||
Amortization of discount | $ 1,653 | $ 2,597 |
Convertible Senior Notes Due 2023 [Member] | ||
Debt Instrument [Line Items] | ||
Contractual coupon interest | 3,473 | 5,938 |
Amortization of discount | 1,253 | 2,009 |
Amortization of transaction costs | 401 | 588 |
Total | $ 5,127 | $ 8,535 |
Senior Facility - Additional In
Senior Facility - Additional Information (Detail) | Jun. 05, 2020 | Feb. 28, 2020USD ($) | Mar. 31, 2021 | Mar. 31, 2020 | Feb. 28, 2020CAD ($) |
Line Of Credit Facility [Line Items] | |||||
Canadian prime rate | 8.05% | ||||
Senior Secured Term Loan Facility [Member] | |||||
Line Of Credit Facility [Line Items] | |||||
Canadian prime rate | 8.05% | ||||
Senior Secured Term Loan Facility [Member] | High Park Holdings, Ltd. [Member] | |||||
Line Of Credit Facility [Line Items] | |||||
Maximum aggregate principal amount | $ 59,600,000 | $ 79,800,000 | |||
Canadian prime rate | 8.05% | ||||
Frequency of payment and payment terms | The Company has the option to voluntarily prepay, without penalty, the outstanding amounts, in full or in part, at any time starting 6 months from the closing date subsequent to providing 75 days’ notice. | ||||
Minimum unrestricted cash threshold for capital expenditures and investments | $ 29,466,000 | $ 40,000,000 | |||
Senior Secured Term Loan Facility Amendment [Member] | |||||
Line Of Credit Facility [Line Items] | |||||
Line of credit facility, expiration date | Feb. 28, 2022 |
Senior Facility - Schedule of C
Senior Facility - Schedule of Components of Net Carrying Amount of Senior Facility (Detail) - Senior Secured Term Loan Facility [Member] - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Debt instrument, face amount | $ 51,161 | $ 50,498 |
Unamortized transaction costs | (1,614) | (2,028) |
Net carrying amount | 49,547 | 48,470 |
Less: current portion of Senior Facility | $ (49,547) | |
Total noncurrent portion of Senior Facility | $ 48,470 |
Senior Facility - Schedule of I
Senior Facility - Schedule of Interest Expenses Recognized Related to Senior Facility (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Debt Instrument [Line Items] | ||
Amortization of discount on convertible notes | $ 1,653 | $ 2,597 |
Senior Secured Term Loan Facility [Member] | ||
Debt Instrument [Line Items] | ||
Contractual interest at Canadian prime plus 8.05% | 1,325 | 480 |
Amortization of discount on convertible notes | 436 | 131 |
Total | $ 1,761 | $ 611 |
Senior Facility - Schedule of_2
Senior Facility - Schedule of Interest Expenses Recognized Related to Senior Facility (Parenthetical) (Detail) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Debt Instrument [Line Items] | ||
Canadian prime rate | 8.05% | |
Senior Secured Term Loan Facility [Member] | ||
Debt Instrument [Line Items] | ||
Canadian prime rate | 8.05% |
Registered Offering and Warra_3
Registered Offering and Warrants - Schedule of Pre-funded Warrants and Warrants Outstanding (Detail) | 3 Months Ended |
Mar. 31, 2021$ / sharesshares | |
Class Of Warrant Or Right [Line Items] | |
Beginning Balance | 19,000,000 |
Warrant exercised | 12,791,000 |
Ending Balance | 6,209,000 |
Warrants [Member] | |
Class Of Warrant Or Right [Line Items] | |
Warrant description | Warrants |
Warrant classification | Liability |
Warrant exercise price | $ / shares | $ 5.95 |
Warrant expiration date | Mar. 17, 2025 |
Beginning Balance | 19,000,000 |
Warrant exercised | 12,791,000 |
Ending Balance | 6,209,000 |
Registered Offering and Warra_4
Registered Offering and Warrants - Additional Information (Detail) $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($)shares | |
Class Of Stock [Line Items] | |
Warrants were exercised by warrant holders | shares | 12,791,000 |
Proceeds from exercise of warrants | $ | $ 76,106 |
Warrants [Member] | |
Class Of Stock [Line Items] | |
Warrants were exercised by warrant holders | shares | 12,791,000 |
Proceeds from exercise of warrants | $ | $ 76,106 |
Registered Offering and Warra_5
Registered Offering and Warrants - Schedule of Estimated Fair Value of Warrant Liability (Detail) - Warrant [Member] - Level 3 [Member] | Mar. 31, 2021USD ($)yr |
Risk-Free Interest Rate [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Warrant and rights measurement input | 0.0092 |
Expected Volatility [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Warrant and rights measurement input | 1 |
Expected Term [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Warrant and rights measurement input | yr | 4.5 |
Expected Dividend Yield [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Warrant and rights measurement input | 0 |
Strike Price [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Warrant and rights measurement input | 5.95 |
Fair Value of Common Stock [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Warrant and rights measurement input | 22.73 |
Discount Due to Exercise Restrictions [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Warrant and rights measurement input | 0 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Capital Stock (Detail) | 3 Months Ended |
Mar. 31, 2021$ / sharesshares | |
Class 1 Common Stock [Member] | |
Class Of Stock [Line Items] | |
Common stock, par value | $ / shares | $ 0.0001 |
Common stock, shares authorized | shares | 233,333,333 |
Common stock voting rights | 10 votes for each share |
Common Stock Class Two [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 |
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) | Mar. 31, 2021Vote |
Class 1 Common Stock [Member] | |
Class Of Stock [Line Items] | |
Common stock, votes for each share | 10 |
Common Stock Class Two [Member] | |
Class Of Stock [Line Items] | |
Common stock, votes for each share | 1 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - Common Stock Class Two [Member] - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Class Of Stock [Line Items] | ||
Common stock issued, Shares | 6,254,980 | |
Proceeds from issuance of common stock, gross | $ 159,213,000 | $ 27,579,000 |
Transaction costs recorded net against allocated gross proceeds in additional paid-in-capital | 3,184,000 | |
Maximum allowed aggregate gross proceeds from share issuance under ATM program | 20,000,000 | |
Maximum amount of share issuance allowed per quarter | $ 6,000,000 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Allocated share-based compensation expenses | $ 6,493 | $ 7,138 | |
Original Stock Option Plan [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Allocated share-based compensation expenses | 57 | $ 162 | |
Unrecognized compensation expenses | $ 193 | ||
Unrecognized stock-based compensation expense to be recognized in period, years | 7 months 6 days | ||
Stock options granted | 0 | 0 | |
Fair values of stock option vested | $ 61 | $ 169 | |
2018 Equity Incentive Plan [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Allocated share-based compensation expenses | 7,084 | 7,515 | |
Unrecognized compensation expenses | $ 29,883 | ||
Unrecognized stock-based compensation expense to be recognized in period, years | 1 year 7 months 17 days | ||
2018 Equity Incentive Plan [Member] | Time-based Stock Options [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Fair values of stock option vested | $ 2,547 | $ 25,426 | |
Weighted average fair values of stock options granted, per share | $ 0 | $ 0 | |
2018 Equity Incentive Plan [Member] | Time-based RSU [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of RSUs granted | 350,311 | 752,283 | |
Number of RSUs vested | 289,388 | 154,642 | |
2018 Equity Incentive Plan [Member] | Performance-based RSUs [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of RSUs granted | 0 | 0 | |
Number of RSUs vested | 341,543 | 53,125 | |
2018 Equity Incentive Plan [Member] | Class 2 common stock [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Common shares reserved for issuance, annual automatic increase percentage | 4.00% | ||
2018 Equity Incentive Plan [Member] | Class 2 common stock [Member] | Maximum [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of common stock reserved for issuance, term | 10 years | ||
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 | 23,375,665 | 17,037,421 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Stock Option Activity (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Original Stock Option Plan [Member] | |||
Stock options | |||
Shares, Beginning Balance | 1,789,750 | ||
Shares, Granted | 0 | 0 | |
Shares, Exercised | (757,318) | ||
Shares, Cancelled | (80) | ||
Shares, Ending Balance | 1,032,352 | 1,789,750 | |
Shares, Vested and expected to vest | 986,020 | ||
Shares, Vested and exercisable | 945,951 | ||
Weighted-average exercise price | |||
Weighted-average exercise price, Beginning Balance | $ 3.62 | ||
Weighted-average exercise price, Exercised | 3.17 | ||
Weighted-average exercise price, Cancelled | 4.72 | ||
Weighted-average exercise price, Ending Balance | 3.93 | $ 3.62 | |
Weighted-average exercise price, Vested and expected to vest | 3.91 | ||
Weighted-average exercise price, Vested and exercisable | $ 3.72 | ||
Weighted-average remaining contractual term (years) | |||
Weighted-average remaining contractual term | 4 years 3 months 18 days | 3 years 9 months 18 days | |
Weighted-average remaining contractual term, Vested and expected to vest | 4 years 3 months 18 days | ||
Weighted-average remaining contractual term, Vested and exercisable | 4 years 2 months 12 days | ||
Aggregate intrinsic value | |||
Aggregate intrinsic value | $ 13,660 | $ 25,077 | |
Aggregate intrinsic value, Vested and expected to vest | 13,618 | ||
Aggregate intrinsic value, Vested and exercisable | $ 13,200 | ||
2018 Equity Incentive Plan [Member] | Time-based Stock Options [Member] | |||
Stock options | |||
Shares, Beginning Balance | 3,909,559 | ||
Shares, Exercised | (471,211) | ||
Shares, Forfeited | (33,291) | ||
Shares, Cancelled | (36,414) | ||
Shares, Ending Balance | 3,368,643 | 3,909,559 | |
Shares, Vested and expected to vest | 3,360,695 | ||
Shares, Vested and exercisable | 2,902,957 | ||
Weighted-average exercise price | |||
Weighted-average exercise price, Beginning Balance | $ 15.25 | ||
Weighted-average exercise price, Exercised | 7.76 | ||
Weighted-average exercise price, Forfeited | 8.46 | ||
Weighted-average exercise price, Cancelled | 42.61 | ||
Weighted-average exercise price, Ending Balance | 16.02 | $ 15.25 | |
Weighted-average exercise price, Vested and expected to vest | 15.87 | ||
Weighted-average exercise price, Vested and exercisable | $ 13.77 | ||
Weighted-average remaining contractual term (years) | |||
Weighted-average remaining contractual term | 7 years 2 months 12 days | 7 years 4 months 24 days | |
Weighted-average remaining contractual term, Vested and expected to vest | 7 years 2 months 12 days | ||
Weighted-average remaining contractual term, Vested and exercisable | 7 years 2 months 12 days | ||
Aggregate intrinsic value | |||
Aggregate intrinsic value | $ 43,421 | $ 1,700,194 | |
Aggregate intrinsic value, Vested and expected to vest | 43,213 | ||
Aggregate intrinsic value, Vested and exercisable | $ 38,916 |
Stock-based Compensation - Sc_2
Stock-based Compensation - Schedule of RSU Activity (Detail) - 2018 Equity Incentive Plan [Member] - $ / shares | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Time-based RSU [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Share equivalent, Beginning Balance | 1,884,390 | |
Share equivalent, Granted | 350,311 | 752,283 |
Share equivalent, Vested | (289,388) | (154,642) |
Share equivalent, Forfeited | (170,641) | |
Share equivalent, Ending Balance | 1,774,672 | |
Weighted-average grant date fair value, Beginning Balance | $ 15.22 | |
Weighted-average grant date fair value, Granted | 20.02 | |
Weighted-average grant date fair value, Vested | 15.59 | |
Weighted-average grant date fair value, Forfeited | 11.84 | |
Weighted-average grant date fair value, Ending Balance | $ 16.33 | |
Performance-based RSUs [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Share equivalent, Beginning Balance | 540,836 | |
Share equivalent, Granted | 0 | 0 |
Share equivalent, Vested | (341,543) | (53,125) |
Share equivalent, Ending Balance | 199,293 | |
Weighted-average grant date fair value, Beginning Balance | $ 7.13 | |
Weighted-average grant date fair value, Vested | 7.18 | |
Weighted-average grant date fair value, Ending Balance | $ 7.05 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive (Loss) Income ("AOCI") - Schedule of Accumulated Other Comprehensive Income (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Accumulated Other Comprehensive Income Loss [Line Items] | ||
Beginning balance | $ 8,205 | |
Change in foreign currency translation | 3,753 | $ (16,633) |
Ending balance | 11,958 | |
Foreign Currency Translation Adjustments [Member] | ||
Accumulated Other Comprehensive Income Loss [Line Items] | ||
Beginning balance | 8,205 | |
Change in foreign currency translation | 3,753 | |
Ending balance | $ 11,958 |
Commitments and Contingencies -
Commitments and Contingencies - Summary of Maturities of Lease Liabilities (Detail) $ in Thousands | Mar. 31, 2021USD ($) |
Operating leases | |
2021 (remaining nine months) | $ 2,861 |
2022 | 3,498 |
2023 | 3,351 |
2024 | 2,758 |
2025 | 2,179 |
Thereafter | 6,428 |
Total minimum lease payments | 21,075 |
Less: amounts related to interest payments | 3,260 |
Present value of minimum lease payments | 17,815 |
Less: current accrued lease obligation | 2,888 |
Obligations recognized | $ 14,927 |
Operating Lease, Liability, Statement of Financial Position [Extensible List] | tlry:OperatingLeaseLiabilityMember |
Finance leases | |
2021 (remaining nine months) | $ 893 |
2022 | 6,165 |
2023 | 12,438 |
Total minimum lease payments | 19,496 |
Less: amounts related to interest payments | 3,902 |
Present value of minimum lease payments | 15,594 |
Obligations recognized | $ 15,594 |
Finance Lease Liability Statement Of Financial Position Extensible List | tlry:FinanceLeaseLiabilityMember |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Future Non-cancellable Minimum Purchase Commitments (Detail) $ in Thousands | Mar. 31, 2021USD ($) |
Purchase Commitment Excluding Longterm Commitment [Line Items] | |
Total | $ 17,359 |
2021 (remaining nine months) | 17,359 |
Purchase Commitments [Member] | |
Purchase Commitment Excluding Longterm Commitment [Line Items] | |
Total | 17,359 |
2021 (remaining nine months) | $ 17,359 |
Commitments and Contingencies_3
Commitments and Contingencies - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2018 | |
Docklight LLC [Member] | General and Administrative Expense [Member] | ||||
Long Term Purchase Commitment [Line Items] | ||||
Management service fees expense | $ 493,000 | $ 221,000 | ||
Rose Lifescience, Inc [Member] | ||||
Long Term Purchase Commitment [Line Items] | ||||
Estimated compensation fee | $ 8,000,000 | |||
Firm commission fee commitment excluded | 0 | |||
Rose Lifescience, Inc [Member] | Distribution and Marketing [Member] | ||||
Long Term Purchase Commitment [Line Items] | ||||
Commitment Term | 5 years | |||
Rose Lifescience, Inc [Member] | Distribution and Marketing [Member] | Minimum [Member] | ||||
Long Term Purchase Commitment [Line Items] | ||||
Minimum commitment Fee | $ 384,000 | |||
Supply Agreement [Member] | ||||
Long Term Purchase Commitment [Line Items] | ||||
Purchase commitments removed amount | $ 59,700,000 | |||
Product and Trademark License Agreement [Member] | Docklight LLC [Member] | General and Administrative Expense [Member] | ||||
Long Term Purchase Commitment [Line Items] | ||||
Management service fees expense | $ 493,000 |
Commitments and Contingencies_4
Commitments and Contingencies - Schedule of Other Commitments Maturities (Detail) $ in Thousands | Mar. 31, 2021USD ($) |
Other Commitments [Line Items] | |
Total | $ 386,346 |
2021 (remaining nine months) | 22,200 |
2022 | 67,897 |
2023 | 293,249 |
2024 | 1,500 |
2025 | 1,500 |
Convertible Notes, Principal and Interest [Member] | |
Other Commitments [Line Items] | |
Total | 319,535 |
2021 (remaining nine months) | 13,893 |
2022 | 13,893 |
2023 | 291,749 |
Senior Facility, Principal and Interest [Member] | |
Other Commitments [Line Items] | |
Total | 56,533 |
2021 (remaining nine months) | 4,029 |
2022 | 52,504 |
ABG Finance Liability [Member] | |
Other Commitments [Line Items] | |
Total | 7,500 |
2021 (remaining nine months) | 1,500 |
2022 | 1,500 |
2023 | 1,500 |
2024 | 1,500 |
2025 | 1,500 |
Portugal Construction Commitments [Member] | |
Other Commitments [Line Items] | |
Total | 2,778 |
2021 (remaining nine months) | $ 2,778 |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Detail) | 3 Months Ended | |
Mar. 31, 2021USD ($)Segment | Dec. 31, 2020USD ($) | |
Revenue From Contract With Customer [Abstract] | ||
Number of reportable segments | Segment | 2 | |
Contract balances in the balance sheets | $ | $ 0 | $ 0 |
General and Administrative Ex_3
General and Administrative Expenses - Schedule of General and Administrative Expenses (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
General And Administrative Expense [Abstract] | ||
Other expenses | $ 7,613 | $ 6,848 |
Salaries and benefits | 7,013 | 7,296 |
Stock-based compensation expenses | 6,493 | 7,138 |
Professional fees | 3,577 | 4,521 |
Credit loss expenses | 742 | 46 |
Loss on disposal of property and equipment | 83 | 457 |
Travel expenses | 66 | 963 |
Total | $ 25,587 | $ 27,269 |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information - Schedule of Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Supplemental Cash Flow Information [Abstract] | ||
Cash paid for income taxes | $ 103 | |
Cash paid for interest | $ 912 | $ 704 |
Supplemental Cash Flow Inform_4
Supplemental Cash Flow Information - Summary of Supplemental Cash Flow Information Related to Leases (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows from operating leases | $ 994 | $ 854 |
Operating cash flows from finance leases | 264 | 142 |
Financing cash flows from finance leases | 105 | |
Non-cash additions to Right-of-use assets and lease liabilities | ||
Operating leases | $ 33 | $ 423 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Cannfections [Member] | |||
Related Party Transaction [Line Items] | |||
Percentage of ownership | 50.00% | 50.00% | |
Fluent [Member] | |||
Related Party Transaction [Line Items] | |||
Percentage of ownership | 50.00% | 50.00% | |
Joint Venture [Member] | Cannfections [Member] | |||
Related Party Transaction [Line Items] | |||
Percentage of ownership | 50.00% | ||
Percentage of voting interest | 50.00% | ||
Joint Venture [Member] | Fluent [Member] | |||
Related Party Transaction [Line Items] | |||
Percentage of ownership | 50.00% | ||
Percentage of voting interest | 50.00% | ||
General and Administrative Expense [Member] | Leafly Holdings, Inc [Member] | |||
Related Party Transaction [Line Items] | |||
Operational expenses | $ 0 | $ 129,000 | |
General and Administrative Expense [Member] | Docklight LLC [Member] | |||
Related Party Transaction [Line Items] | |||
Management service fees expense | $ 493,000 | $ 221,000 |
Financial Instruments - Additio
Financial Instruments - Additional Information (Detail) $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Financial Instruments [Abstract] | |
Change in exchange rate | 10.00% |
Carrying value of net asset | $ 47,220 |
Canadian prime rate | 8.05% |
Convertible notes, fixed interest rate | 5.00% |
Change in Canadian prime rate | 1.00% |
Loss due to one percentage change in Canadian prime rate | $ 134 |
Hypothetical decrease in fair value of investments | 10.00% |
Estimated decrease in fair values of investments upon hypothetical decrease of 10% in the prices | $ 1,132 |
Hypothetical increase in common stock | 10.00% |
Estimated increase in fair values of warrant liability upon hypothetical increase of 10% in the price of common stock | $ 12,290 |
Fair Value Measurement - Schedu
Fair Value Measurement - Schedule of Assets Measured Fair Value on Recurring Basis (Detail) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Fair Value, Measurements, Recurring [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Warrant liability | $ (122,804,000) | $ (120,647,000) |
Convertible Debt | (269,223,000) | (239,652,000) |
Total recurring fair value measurements | (391,394,000) | (357,322,000) |
Fair Value, Measurements, Recurring [Member] | Equity Investments Measured at Fair Value [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total investments | 633,000 | 477,000 |
Fair Value, Measurements, Recurring [Member] | Debt Securities Classified as Available-for-Sale [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total investments | 2,500,000 | |
Level 1 [Member] | Fair Value, Measurements, Recurring [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total recurring fair value measurements | 633,000 | 477,000 |
Level 1 [Member] | Fair Value, Measurements, Recurring [Member] | Equity Investments Measured at Fair Value [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total investments | 633,000 | 477,000 |
Level 2 [Member] | Fair Value, Measurements, Recurring [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Convertible Debt | (269,223,000) | (239,652,000) |
Total recurring fair value measurements | (269,223,000) | (239,652,000) |
Level 3 [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Warrant liability | (122,804) | |
Level 3 [Member] | Fair Value, Measurements, Recurring [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Warrant liability | (122,804,000) | (120,647,000) |
Total recurring fair value measurements | $ (122,804,000) | (118,147,000) |
Level 3 [Member] | Fair Value, Measurements, Recurring [Member] | Debt Securities Classified as Available-for-Sale [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total investments | $ 2,500,000 |
Fair Value Measurement - Summar
Fair Value Measurement - Summary of Opening Balances of Assets and Liabilities Categorized Within Level 3 of the Fair Value Hierarchy Measured at Fair Value on a Recurring Basis (Detail) $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Fair Value Disclosures [Abstract] | |
Debt securities classified as available-for-sale, Beginning Balance | $ 2,500 |
Debt securities classified as available-for-sale, Settlements | (2,500) |
Warrant liability, Beginning Balance | (120,647) |
Warrant liability, Settlements | 81,223 |
Warrant liability, Change in fair value | (83,380) |
Warrant liability, Ending Balance | $ (122,804) |
Fair Value Measurement - Summ_2
Fair Value Measurement - Summary of Quantitative Information about Level 3 Fair Value Measurements (Detail) - Quantitative information about Level 3 Fair Value Measurements [Member] | Mar. 31, 2021USD ($)yr |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Warrant liability | $ | $ (122,804) |
Warrants and Rights Outstanding, Valuation Technique [Extensible List] | tlry:ValuationTechniqueMonteCarloMember |
Volatility [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Warrant and rights measurement input | 100 |
Minimum [Member] | Expected Term [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Warrant and rights measurement input | 0.2 |
Maximum [Member] | Expected Term [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Warrant and rights measurement input | 4.5 |
Weighted Average [Member] | Expected Term [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Warrant and rights measurement input | 2.1 |
Business Segment Information -
Business Segment Information - Additional Information (Detail) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021USD ($)Segment | Mar. 31, 2020USD ($) | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | |||
Number of operating segment | Segment | 2 | ||
Revenue | $ 48,021,000 | $ 52,102,000 | |
Excise duties | $ 4,646,000 | $ 4,972,000 | |
Customer Concentration Risk [Member] | Revenue [Member] | Cannabis Reportable Segment [Member] | Customer A [Member] | |||
Segment Reporting Information [Line Items] | |||
Concentration risk percentage | 20.00% | 16.00% | |
Customer Concentration Risk [Member] | Revenue [Member] | Cannabis Reportable Segment [Member] | Customer B [Member] | |||
Segment Reporting Information [Line Items] | |||
Concentration risk percentage | 13.00% | ||
Customer Concentration Risk [Member] | Revenue [Member] | Hemp Reportable Segment [Member] | Customer A [Member] | |||
Segment Reporting Information [Line Items] | |||
Concentration risk percentage | 11.00% | 26.00% | |
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Customer A [Member] | |||
Segment Reporting Information [Line Items] | |||
Concentration risk percentage | 18.00% | 17.00% | |
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Customer B [Member] | |||
Segment Reporting Information [Line Items] | |||
Concentration risk percentage | 11.00% | 16.00% | |
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Customer C [Member] | |||
Segment Reporting Information [Line Items] | |||
Concentration risk percentage | 11.00% | ||
Intersegment Sales or Transfers [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | $ 0 |
Business Segment Information _2
Business Segment Information - Summary of Revenue and Gross Profit of each Segment (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Segment Reporting Information [Line Items] | ||
Revenue | $ 48,021 | $ 52,102 |
Gross profit | 13,503 | 10,870 |
Cannabis [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 31,386 | 30,776 |
Gross profit | 9,343 | 2,926 |
Hemp [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 16,635 | 21,326 |
Gross profit | $ 4,160 | $ 7,944 |
Business Segment Information _3
Business Segment Information - Summary of Revenue and Gross Profit (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Segment Reporting [Abstract] | ||
Gross profit for the segments | $ 13,503 | $ 10,870 |
General and administrative expenses | 25,587 | 27,269 |
Sales and marketing expenses | 9,739 | 18,326 |
Research and development expenses | 1,202 | 1,347 |
Depreciation and amortization expenses | 3,498 | 3,591 |
Impairment of assets | 29,839 | |
Loss from equity method investments | 1,787 | 1,748 |
Litigation settlement | 45,000 | |
Foreign exchange (gain) loss, net | (699) | 28,069 |
Change in fair value of warrant liability | 263,201 | 71,978 |
Interest expenses, net | 6,916 | 9,146 |
Other (income) expenses, net | (1,516) | 4,651 |
Loss before income taxes | $ (341,212) | $ (185,094) |
Business Segment Information _4
Business Segment Information - Summary of Sources of Revenue (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Segment Reporting Information [Line Items] | ||
Revenue | $ 48,021 | $ 52,102 |
Dried Cannabis [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 21,086 | 19,696 |
Cannabis Extracts [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 10,270 | 10,545 |
Hemp Products [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 16,635 | 21,326 |
Accessories And Other [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | $ 30 | $ 535 |
Business Segment Information _5
Business Segment Information - Summary of Channels of Revenue (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Segment Reporting Information [Line Items] | ||
Revenue | $ 48,021 | $ 52,102 |
Cannabis [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 31,386 | 30,776 |
Cannabis [Member] | Adult-use [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 19,440 | 20,919 |
Cannabis [Member] | Canada - medical [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 3,217 | 4,051 |
Cannabis [Member] | International - medical [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 8,600 | 5,806 |
Cannabis [Member] | Bulk [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 129 | |
Hemp [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | $ 16,635 | $ 21,326 |
Business Segment Information _6
Business Segment Information - Summary of Revenues Attributed to a Geographic Region Based on the Location of the Customer (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Segment Reporting Information [Line Items] | ||
Revenues | $ 48,021 | $ 52,102 |
CANADA [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 27,195 | 29,488 |
UNITED STATES [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 11,043 | 16,530 |
Other Countries [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | $ 9,783 | $ 6,084 |
Business Segment Information _7
Business Segment Information - Summary of Long-lived Assets Consisting of Property, Plant and Equipment, Net of Accumulated Depreciation, Attributed to Geographic Regions Based On Their Physical Location (Detail) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Segment Reporting Information [Line Items] | ||
Property, plant and equipment, net | $ 197,771 | $ 199,559 |
CANADA [Member] | ||
Segment Reporting Information [Line Items] | ||
Property, plant and equipment, net | 122,182 | 122,328 |
Portugal [Member] | ||
Segment Reporting Information [Line Items] | ||
Property, plant and equipment, net | 69,704 | 71,988 |
UNITED STATES [Member] | ||
Segment Reporting Information [Line Items] | ||
Property, plant and equipment, net | 5,830 | 5,182 |
Other Countries [Member] | ||
Segment Reporting Information [Line Items] | ||
Property, plant and equipment, net | $ 55 | $ 61 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) $ in Thousands, $ in Thousands | May 04, 2021USD ($) | May 04, 2021CAD ($) | Apr. 29, 2021USD ($) | Mar. 31, 2021USD ($) | Mar. 31, 2020USD ($) | May 04, 2021CAD ($) | Apr. 30, 2021USD ($) |
Subsequent Event [Line Items] | |||||||
Repayment of senior facility | $ 1,309 | $ 414 | |||||
Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Financial advisor transaction fee | $ 9,200 | ||||||
Subsequent Event [Member] | Senior Secured Term Loan Facility [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Repayment of senior facility | $ 52,069 | $ 64,000 | |||||
Accrued and unpaid interest and fees | 494 | $ 610 | |||||
Prepayment fee | $ 1,070 | $ 1,320 | |||||
Supply Agreement [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Purchase commitments removed amount | $ 59,700 | ||||||
Supply Agreement [Member] | Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Cash paid in arbitration | $ 20,000 | ||||||
Cash payable in arbitration | 20,000 | ||||||
Supply Agreement [Member] | Class 2 common stock [Member] | Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Common stock value issued in arbitration | 5,000 | ||||||
Common stock value payable in arbitration | $ 15,000 |