Cover
Cover | 6 Months Ended |
Jun. 30, 2019 | |
Cover page. | |
Document Type | S-4/A |
Amendment Flag | false |
Document Period End Date | Jun. 30, 2019 |
Entity Registrant Name | Tilray, Inc. |
Entity Central Index Key | 0001731348 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets | |||
Cash and cash equivalents | $ 184,551 | $ 487,255 | $ 2,323 |
Short-term investments | 36,323 | 30,335 | |
Accounts receivable, net of allowance for doubtful accounts of $1,854 and $292, respectively | 24,612 | 16,525 | 983 |
Other receivables | 1,195 | 969 | 1,131 |
Inventory | 75,317 | 16,211 | 7,421 |
Prepaid expenses and other current assets | 36,633 | 3,007 | 545 |
Total current assets | 358,631 | 554,302 | 12,403 |
Property and equipment, net | 147,558 | 80,214 | 39,985 |
Intangible assets, net | 331,983 | 4,486 | 934 |
Goodwill | 154,954 | ||
Investments | 23,195 | 16,911 | |
Deposits and other assets | 7,810 | 754 | 626 |
Total assets | 1,024,131 | 656,667 | 53,948 |
Current liabilities | |||
Accounts payable | 24,368 | 10,649 | 5,563 |
Accrued expenses and other current liabilities | 151,288 | 14,818 | 2,021 |
Accrued obligations under capital lease | 252 | 470 | 379 |
Current portion of long-term debt | 9,432 | ||
Privateer Holdings debt facilities | 32,826 | ||
Total current liabilities | 175,908 | 25,937 | 50,221 |
Accrued obligations under capital lease | 9,032 | 8,286 | 8,579 |
Deferred tax liability | 53,624 | 4,424 | |
Convertible Notes, net of issuance cost | 425,400 | 420,367 | |
Total liabilities | 663,964 | 459,014 | 58,800 |
Stockholders' equity | |||
Capital stock (none authorized, issued or outstanding at December 31, 2018; 1 share authorized, issued and outstanding at December 31, 2017) | 0 | 0 | |
Additional paid-in capital | 526,830 | 302,057 | 31,736 |
Accumulated other comprehensive income | 6,858 | 3,763 | 3,866 |
Accumulated deficit | (173,531) | (108,177) | (40,454) |
Total stockholders' equity | 360,167 | 197,653 | (4,852) |
Total liabilities and stockholders' equity | 1,024,131 | 656,667 | $ 53,948 |
Class 1 common stock [Member] | |||
Stockholders' equity | |||
Common stock value | 2 | 2 | |
Class 2 common stock [Member] | |||
Stockholders' equity | |||
Common stock value | $ 8 | $ 8 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Accounts receivable, allowances | $ 1,854 | $ 292 | $ 8 |
Capital stock, shares authorized | 0 | 1 | |
Capital stock, shares issued | 0 | 1 | |
Capital stock, shares outstanding | 0 | 1 | |
Class 1 common stock [Member] | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized | 250,000,000 | 250,000,000 | 0 |
Common stock, shares issued | 16,666,667 | 16,666,667 | 0 |
Common stock, shares outstanding | 16,666,667 | 16,666,667 | 0 |
Class 2 common stock [Member] | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized | 500,000,000 | 500,000,000 | 0 |
Common stock, shares issued | 80,690,864 | 76,504,200 | 0 |
Common stock, shares outstanding | 80,690,864 | 76,504,200 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Net Loss and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Revenue | $ 45,904 | $ 9,744 | $ 68,942 | $ 17,552 | $ 43,130 | $ 20,538 | $ 12,644 |
Cost of sales | 33,631 | 5,567 | 51,284 | 9,479 | 28,855 | 9,161 | 9,974 |
Gross margin | 12,273 | 4,177 | 17,658 | 8,073 | 14,275 | 11,377 | 2,670 |
General and administrative expenses | 16,465 | 5,342 | 29,262 | 9,487 | 31,307 | 8,401 | 4,890 |
Sales and marketing expenses | 14,366 | 3,305 | 22,187 | 5,568 | 15,366 | 7,164 | 3,599 |
Depreciation and amortization expense | 2,385 | 281 | 4,248 | 503 | 1,598 | 902 | 591 |
Stock-based compensation expense | 7,585 | 5,601 | 12,891 | 5,632 | 20,988 | 139 | 94 |
Research and development expenses | 1,528 | 639 | 2,576 | 1,614 | 4,264 | 3,171 | 1,136 |
Acquisition and integration expenses | 2,464 | 6,888 | |||||
Operating loss | (32,520) | (10,991) | (60,394) | (14,731) | (57,650) | (7,498) | (7,049) |
Foreign exchange (gain) loss, net | (1,611) | 1,358 | (1,432) | 2,504 | 7,234 | (1,363) | (186) |
Interest expense, net | 8,586 | 497 | 17,331 | 913 | 9,110 | 1,686 | 1,019 |
Other (income) expense, net | (2,035) | (76) | (4,380) | (197) | (1,820) | (12) | 1 |
Loss before income taxes | (37,248) | (12,770) | (71,566) | (17,951) | (72,174) | (7,809) | (7,883) |
Deferred income tax recovery | (2,642) | (6,419) | (4,485) | ||||
Current income tax expense | 447 | 63 | 207 | 63 | 34 | ||
Net loss | $ (35,053) | $ (12,833) | $ (65,354) | $ (18,014) | $ (67,723) | $ (7,809) | $ (7,883) |
Net loss per share - basic and diluted | $ (0.36) | $ (0.17) | $ (0.68) | $ (0.24) | $ (0.82) | $ (0.10) | $ (0.11) |
Weighted average shares used in computation of net loss per share - basic and diluted | 97,231,839 | 75,000,000 | 96,037,142 | 75,000,000 | 83,009,656 | 75,000,000 | 75,000,000 |
Net loss | $ (35,053) | $ (12,833) | $ (65,354) | $ (18,014) | $ (67,723) | $ (7,809) | $ (7,883) |
Foreign currency translation gain | 2,924 | (86) | 2,449 | (87) | 662 | 282 | 418 |
Unrealized (loss) gain on cash equivalents and investments | (762) | 646 | (765) | ||||
Other comprehensive income (loss) | 2,162 | (86) | 3,095 | (87) | |||
Comprehensive loss | (32,891) | $ (12,919) | (62,259) | $ (18,101) | $ (67,826) | $ (7,527) | $ (7,465) |
ABG Intermediate Holdings Two LLC [Member] | |||||||
Finance income from ABG Profit Participation Arrangement | $ (212) | $ (347) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Convertible Preferred Stock [Member] | Natura [Member] | Manitoba Harvest [Member] | ABG Intermediate Holdings 2 LLC [Member] | Common Stock [Member] | Common Stock [Member]Natura [Member] | Common Stock [Member]Manitoba Harvest [Member] | Common Stock [Member]ABG Intermediate Holdings 2 LLC [Member] | Additional Paid-In Capital [Member] | Additional Paid-In Capital [Member]Natura [Member] | Additional Paid-In Capital [Member]Manitoba Harvest [Member] | Additional Paid-In Capital [Member]ABG Intermediate Holdings 2 LLC [Member] | Accumulated Other Comprehensive Income [Member] | Accumulated Deficit [Member] |
Beginning Balance at Dec. 31, 2015 | $ 9,899 | $ 31,495 | $ 3,166 | $ (24,762) | |||||||||||
Stock-based compensation expense | 94 | 94 | |||||||||||||
Foreign currency translation gain | 418 | 418 | |||||||||||||
Net loss | (7,883) | (7,883) | |||||||||||||
Ending Balance at Dec. 31, 2016 | 2,528 | 31,589 | 3,584 | (32,645) | |||||||||||
Contributions | 8 | 8 | |||||||||||||
Stock-based compensation expense | 139 | 139 | |||||||||||||
Foreign currency translation gain | 282 | 282 | |||||||||||||
Net loss | (7,809) | (7,809) | |||||||||||||
Ending Balance at Dec. 31, 2017 | (4,852) | 31,736 | 3,866 | (40,454) | |||||||||||
Conversion of convertible preferred stock | 52,640 | $ 1 | 52,639 | ||||||||||||
Conversion of convertible preferred stock, Shares | 7,794,042 | ||||||||||||||
Issuance of common stock, net of issuance cost | 8 | $ 8 | |||||||||||||
Issuance of common stock, net of issuance cost, Shares | 75,000,000 | ||||||||||||||
Stock-based compensation expense | 31 | 31 | |||||||||||||
Other comprehensive income (loss) | (1) | (1) | |||||||||||||
Net loss | (5,181) | (5,181) | |||||||||||||
Ending Balance at Mar. 31, 2018 | 42,645 | $ 1 | $ 8 | 84,406 | 3,865 | (45,635) | |||||||||
Ending Balance, Shares at Mar. 31, 2018 | 7,794,042 | 75,000,000 | |||||||||||||
Beginning Balance at Dec. 31, 2017 | (4,852) | 31,736 | 3,866 | (40,454) | |||||||||||
Foreign currency translation gain | (87) | ||||||||||||||
Other comprehensive income (loss) | (87) | ||||||||||||||
Net loss | (18,014) | ||||||||||||||
Ending Balance at Jun. 30, 2018 | 35,327 | $ 1 | $ 8 | 90,007 | 3,779 | (58,468) | |||||||||
Ending Balance, Shares at Jun. 30, 2018 | 7,794,042 | 75,000,000 | |||||||||||||
Beginning Balance at Dec. 31, 2017 | (4,852) | 31,736 | 3,866 | (40,454) | |||||||||||
Issuance of convertible preferred stock net of issuance costs | 52,560 | $ 2 | 52,558 | ||||||||||||
Issuance of convertible preferred stock net of issuance costs, Shares | 7,794,042 | ||||||||||||||
Conversion of convertible preferred stock | $ (2) | $ 2 | |||||||||||||
Conversion of convertible preferred stock, Shares | (7,794,042) | 7,794,042 | |||||||||||||
Issuance of common stock, net of issuance cost | 160,792 | $ 8 | 160,784 | ||||||||||||
Issuance of common stock, net of issuance cost, Shares | 85,350,000 | ||||||||||||||
Stock-based compensation expense | 20,988 | 20,988 | |||||||||||||
Foreign currency translation gain | 662 | 662 | |||||||||||||
Deferred tax liability related to convertible senior notes due 2023, net of issuance costs | (8,809) | (8,809) | |||||||||||||
Unrealized gain (loss) on cash equivalents and investments | (765) | (765) | |||||||||||||
Issuance of shares for Alef acquisition | 2,855 | 2,855 | |||||||||||||
Issuance of shares for Alef acquisition, Shares | 26,825 | ||||||||||||||
Equity component related to issuance of convertible senior notes due 2023, net of issuance costs | 41,945 | 41,945 | |||||||||||||
Net loss | (67,723) | (67,723) | |||||||||||||
Ending Balance at Dec. 31, 2018 | 197,653 | $ 10 | 302,057 | 3,763 | (108,177) | ||||||||||
Ending Balance, Shares at Dec. 31, 2018 | 93,170,867 | ||||||||||||||
Beginning Balance at Mar. 31, 2018 | 42,645 | $ 1 | $ 8 | 84,406 | 3,865 | (45,635) | |||||||||
Beginning Balance, Shares at Mar. 31, 2018 | 7,794,042 | 75,000,000 | |||||||||||||
Stock-based compensation expense | 5,601 | 5,601 | |||||||||||||
Foreign currency translation gain | (86) | ||||||||||||||
Other comprehensive income (loss) | (86) | (86) | |||||||||||||
Net loss | (12,833) | (12,833) | |||||||||||||
Ending Balance at Jun. 30, 2018 | 35,327 | $ 1 | $ 8 | 90,007 | 3,779 | (58,468) | |||||||||
Ending Balance, Shares at Jun. 30, 2018 | 7,794,042 | 75,000,000 | |||||||||||||
Beginning Balance at Dec. 31, 2018 | 197,653 | $ 10 | 302,057 | 3,763 | (108,177) | ||||||||||
Beginning Balance, Shares at Dec. 31, 2018 | 93,170,867 | ||||||||||||||
Receivable for ABG Profit Participation Arrangement, net of finance income | (30,292) | (30,292) | |||||||||||||
Shares issued under stock-based compensation plans | 931 | 931 | |||||||||||||
Shares issued under stock-based compensation plans, shares | 545,000 | ||||||||||||||
Shares issued for employee compensation | 649 | 649 | |||||||||||||
Shares issued for employee compensation, shares | 11,868 | ||||||||||||||
Stock-based compensation expense | 5,306 | 5,306 | |||||||||||||
Issuance of shares for Alef acquisition | $ 15,100 | $ 96,844 | $ 125,097 | $ 15,100 | $ 96,844 | $ 125,097 | |||||||||
Issuance of shares for Alef acquisition, Shares | 180,332 | 1,209,946 | 1,680,214 | ||||||||||||
Other comprehensive income (loss) | 933 | 933 | |||||||||||||
Net loss | (30,301) | (30,301) | |||||||||||||
Ending Balance at Mar. 31, 2019 | 381,920 | $ 10 | 515,692 | 4,696 | (138,478) | ||||||||||
Ending Balance, Shares at Mar. 31, 2019 | 96,798,227 | ||||||||||||||
Beginning Balance at Dec. 31, 2018 | 197,653 | $ 10 | 302,057 | 3,763 | (108,177) | ||||||||||
Beginning Balance, Shares at Dec. 31, 2018 | 93,170,867 | ||||||||||||||
Foreign currency translation gain | 2,449 | ||||||||||||||
Unrealized gain (loss) on cash equivalents and investments | 646 | ||||||||||||||
Other comprehensive income (loss) | 3,095 | ||||||||||||||
Net loss | (65,354) | ||||||||||||||
Ending Balance at Jun. 30, 2019 | 360,167 | $ 10 | 526,830 | 6,858 | (173,531) | ||||||||||
Ending Balance, Shares at Jun. 30, 2019 | 97,357,531 | ||||||||||||||
Beginning Balance at Mar. 31, 2019 | 381,920 | $ 10 | 515,692 | 4,696 | (138,478) | ||||||||||
Beginning Balance, Shares at Mar. 31, 2019 | 96,798,227 | ||||||||||||||
Shares issued under stock-based compensation plans | 3,483 | 3,483 | |||||||||||||
Shares issued under stock-based compensation plans, shares | 530,943 | ||||||||||||||
Stock-based compensation expense | 7,585 | 7,585 | |||||||||||||
Foreign currency translation gain | 2,924 | ||||||||||||||
Unrealized gain (loss) on cash equivalents and investments | (762) | ||||||||||||||
Issuance of shares for Alef acquisition | 70 | 70 | |||||||||||||
Issuance of shares for Alef acquisition, Shares | 28,361 | ||||||||||||||
Other comprehensive income (loss) | 2,162 | 2,162 | |||||||||||||
Net loss | (35,053) | (35,053) | |||||||||||||
Ending Balance at Jun. 30, 2019 | $ 360,167 | $ 10 | $ 526,830 | $ 6,858 | $ (173,531) | ||||||||||
Ending Balance, Shares at Jun. 30, 2019 | 97,357,531 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Operating activities | ||||||
Net loss | $ (35,053) | $ (65,354) | $ (18,014) | $ (67,723) | $ (7,809) | $ (7,883) |
Adjusted for the following items: | ||||||
Foreign currency (gain) loss | (88) | 2,450 | 6,477 | (1,363) | (187) | |
Provision for doubtful accounts | 795 | 285 | 9 | |||
Inventory write-downs | 201 | 525 | 703 | 384 | 204 | 234 |
Depreciation and amortization | 5,755 | 1,148 | 3,562 | 1,853 | 1,953 | |
Stock-based compensation expense | 7,585 | 12,891 | 5,632 | 20,988 | 139 | 94 |
Non-cash interest expense | 141 | 509 | 5,669 | 693 | 772 | |
(Gain) Loss on disposal of property and equipment | 112 | (2) | (2) | 11 | 2 | |
Deferred income tax recovery | (2,642) | (6,419) | (4,485) | |||
Loss on sale of investment | 6 | |||||
Amortization of discount on Convertible Notes | 5,033 | 2,180 | ||||
Changes in non-cash working capital: | ||||||
Accounts receivable | (1,993) | (840) | (16,512) | (507) | 317 | |
Other receivables | (226) | (2,701) | 101 | (1,187) | (1) | |
Inventory | (38,729) | (428) | (9,226) | (3,295) | 693 | |
Prepaid expenses and other current assets | (31,963) | (1,033) | (2,588) | (433) | (8) | |
Accounts payable | 692 | 8,019 | 5,218 | 4,728 | 122 | |
Due to related parties | (852) | |||||
Accrued expenses and other current liabilities | 9,453 | 1,652 | 9,418 | 963 | 565 | |
Net cash used in operating activities | (110,227) | (2,905) | (46,248) | (6,003) | (3,318) | |
Investing activities | ||||||
Investment in joint venture with AB InBev | (6,134) | |||||
Change in deposits and other assets | 314 | (23) | (397) | 6 | ||
Purchases of short-term and non-current investments | (8,380) | (29,394) | (319,373) | |||
Proceeds from sale and maturities of short-term investments | 29,393 | |||||
Proceeds from sale of short-term investments | 274,497 | |||||
Purchases of property and equipment | (26,263) | (28,237) | (50,198) | (10,910) | (488) | |
Disposals of property and equipment | 11 | 713 | 23 | |||
Purchases of intangible assets | (367) | (703) | (4,259) | (531) | (543) | |
Net cash used in investing activities | (198,577) | (28,953) | (98,620) | (11,815) | (1,025) | |
Financing activities | ||||||
Repayment under Privateer Holdings debt facilities | (36,940) | |||||
Advances under Privateer debt and construction facilities | 3,810 | 3,453 | 6,039 | 4,406 | ||
Minimum lease payments under capital lease | (377) | (339) | (199) | |||
Proceeds from ABG Profit Participation Arrangement | 1,667 | |||||
Proceeds from exercise of stock options | 4,414 | |||||
Proceeds from issuance of convertible preferred stock, net | 52,557 | 460,269 | ||||
Net cash provided by financing activities | 5,704 | 56,028 | 630,998 | 12,235 | 10,919 | |
Proceeds from Preferred Shares - Series A, net of transaction costs | 52,560 | |||||
Repayment of mortgage debt | (9,136) | |||||
Proceeds from mortgage debt | 9,062 | |||||
Payments on long-term debt | (2,190) | |||||
Long-term debt financing costs | (359) | |||||
Proceeds from issuance of common stock pursuant to IPO | 176,091 | |||||
Payment of costs from issuance of common stock pursuant to IPO | (15,299) | |||||
Effect of foreign currency translation on cash and cash equivalents | 396 | (1,162) | (1,198) | 375 | 226 | |
(Decrease) increase in cash and cash equivalents | (302,704) | 23,008 | 484,932 | (5,208) | 6,802 | |
Cash and cash equivalents, beginning of period | 487,255 | 2,323 | 2,323 | 7,531 | 729 | |
Cash and cash equivalents, end of period | 184,551 | 184,551 | 25,331 | 487,255 | 2,323 | 7,531 |
Supplemental Disclosure for Cash Flow Information | ||||||
Cash paid for interest | 11,779 | $ 573 | 1,189 | 1,157 | $ 295 | |
Non-cash investing | ||||||
Addition to property and equipment under capital lease | 114 | 8,958 | ||||
Acquisition of Manitoba Harvest | 2,855 | |||||
Acquisition of investments | 70 | |||||
Non-cash financing activities | ||||||
Capital lease obligation | 8,958 | |||||
Conversion of preferred stock to common stock | $ 2 | |||||
Privateer Holdings Construction Facility [Member] | ||||||
Financing activities | ||||||
Advances under Privateer debt and construction facilities | $ 6,395 | |||||
Manitoba Harvest | ||||||
Operating activities | ||||||
Net loss | (2,692) | (4,868) | ||||
Changes in non-cash working capital: | ||||||
Inventory | (20) | |||||
Accounts payable | 321 | |||||
Accrued expenses and other current liabilities | $ (147) | |||||
Investing activities | ||||||
Acquisition of Manitoba Harvest, net of cash acquired | (109,331) | |||||
Non-cash investing | ||||||
Acquisition of Manitoba Harvest | 195,407 | |||||
Natura | ||||||
Investing activities | ||||||
Acquisition of Manitoba Harvest, net of cash acquired | (15,083) | |||||
Non-cash investing | ||||||
Acquisition of Manitoba Harvest | 38,980 | |||||
Investment In ABG [Member] | ||||||
Investing activities | ||||||
Investment in ABG Profit Participation Arrangement | (33,333) | |||||
Non-cash investing | ||||||
Investment in ABG Profit Participation Arrangement, net of receivable | $ 94,805 |
Description of Business and Sum
Description of Business and Summary | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Description of Business and Summary | 1. Description of Business and Summary Tilray, Inc. (the “Company”) was incorporated in Delaware on January 24, 2018 as a wholly owned subsidiary of Privateer Holdings, Inc. (“Privateer Holdings”). On January 25, 2018, Privateer Holdings transferred the equity interest in Decatur Holdings, B.V. (“Decatur”) to Tilray, Inc. Decatur was subsequently dissolved on December 27, 2018. Prior to the incorporation of Decatur on March 8, 2016, the four wholly owned subsidiaries of Privateer Holdings consisted of Tilray Canada, Ltd., Dorada Ventures, Ltd., Gatenhielm Group, CV, and High Park Farms, Ltd. and were capitalized with a nominal amount for each capital stock. In 2016, Privateer Holdings made capital contributions to Tilray Canada, Ltd. in the aggregate amount of $31,495. The equity interests of the four wholly owned subsidiaries were transferred to Decatur upon incorporation in 2016. Subsequent to its formation, Decatur incorporated Tilray Deutschland GmbH, Tilray Portugal Unipessoal, Lda., Pardel Holdings, Lda. and Tilray Australia New Zealand Pty. Ltd. The transfers of the equity interests described above were between entities under common control and were recorded at their carrying amounts. The consolidated financial statements of the Company (the “financial statements”) are prepared, on a continuity of interest basis, reflecting the historical financial information of Decatur prior to January 25, 2018. The principal activities of the Company are the production and sale of medical and adult-use |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Accounting Policies [Abstract] | ||
Summary of Significant Accounting Policies | 1. Summary of Significant Accounting Policies Basis of presentation The accompanying unaudited condensed consolidated financial statements (the “financial statements”) reflect the accounts of Tilray, Inc. and its wholly owned subsidiaries (collectively “Tilray”, the “Company”, “we”, “our”, or “us”). The financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”) for interim financial information. Accordingly, these financial statements do not include all the information and footnotes required for annual financial statements and should be read in conjunction with the audited consolidated financial statements included in the Company’s annual report on Form 10-K These financial statements reflect all adjustments, consisting solely of normal recurring adjustments, which, in the opinion of management, are necessary for a fair presentation of the Company’s financial position and results of operations. The results of operations for the three and six months ended June 30, 2019 and 2018 are not necessarily indicative of results that can be expected for the full year. The Condensed Consolidated Statement of Net Loss and Comprehensive Loss for the three and six months ended June 30, 2018 were reclassified to conform to the current year’s presentation. Specifically, depreciation and amortization expense as well as acquisition and integration expenses, which were formerly presented as part of general and administrative expenses, are now presented separately. Other than as described below, there have been no changes to our significant accounting policies described in our Annual Financial Statements that had a material impact on our financial statements and related notes. Emerging growth company status The Company is an emerging growth company under the JOBS Act and has elected to take advantage of the extended transition period for complying with new or revised accounting standards applicable to public companies. Because the market value of our Class 2 common stock held by non-affiliates Business combinations and goodwill The Company accounts for business combinations using the acquisition method in accordance with ASC 805 “Business Combinations,” which requires recognition of assets acquired and liabilities assumed, including contingent assets and liabilities, at their respective fair values on the date of acquisition. Any excess of the purchase consideration over the net fair value of tangible and identified intangible assets acquired less liabilities assumed is recorded as goodwill. The costs of business acquisitions, including fees for accounting, legal, professional consulting and valuation specialists, are expensed as incurred. Purchase price allocations may be preliminary and, during the measurement period not to exceed one year from the date of acquisition, changes in assumptions and estimates that result in adjustments to the fair value of assets acquired and liabilities assumed are recorded in the period the adjustments are determined. For business combinations achieved in stages, the Company’s previously held interest in the acquiree is remeasured at its acquisition date fair value, with the resulting gain or loss recorded in the Consolidated Statements of Net Loss and Comprehensive Loss. For a pre-existing The estimated fair value of acquired assets and assumed liabilities are determined primarily by using a discounted cash flow approach, with estimated cash flows discounted at a rate that the Company believes a market participant would determine to be commensurate with the inherent risks associated with the asset and related estimated cash flow streams. Contingent consideration in a business combination is remeasured at fair value each reporting period until the contingency is resolved and any change in the fair value from either the passage of time or events occurring after the acquisition date, is recorded within other (income) expense, net on the Consolidated Statements of Net Loss and Comprehensive Loss. Intangible assets The Company records intangible assets acquired at cost, net of accumulated amortization and accumulated impairment losses, if any. Cost is measured based on the fair values of cash consideration paid and equity interests issued. The cost of an intangible asset acquired in a business combination is its acquisition date fair value. Amortization of definite life intangible assets is calculated on a straight-line basis over the estimated useful lives of the assets as follows: Customer relationships 14 to 16 years Developed technology 10 years Website 3 years Supply contract 3 years Licenses 2 years The Company has rights under the ABG Profit Participation Arrangement, trademarks and a cultivation license with indefinite life. Intangible assets that are determined to have an indefinite life are not amortized, but tested for impairment annually or more frequently when indicators of impairment exist. If the carrying value of an individual indefinite-lived intangible asset exceeds its fair value, such individual indefinite-life intangible asset is impaired by the amount of the excess. Equity method investments Investments in entities over which the Company has significant influence but not a controlling interest are accounted for using the equity method, with the Company’s share of earnings or losses reported in (gain) loss on equity method investments on the Consolidated Statements of Net Loss and Comprehensive Loss. The equity method investment is recorded at cost, plus the Company’s share of undistributed earnings or losses. The Company assesses investment in equity method investments if there is reason to believe an impairment may have occurred including, but not limited to, ongoing operating losses, projected decreases in earnings, increases in the weighted-average cost of capital, or significant business disruptions. The significant assumptions used to estimate fair value include revenue growth and profitability, capital spending, depreciation and taxes, foreign currency exchange rates, and a discount rate. By their nature, these projections and assumptions are uncertain. If it is determined that the current fair value of an investment is less than the carrying value of the investment, the Company will assess if the shortfall is of a temporary or permanent nature and write down the investment to its fair value if it is concluded the impairment is other than temporary. Stock-based payments Fully vested, non-forfeitable - non-forfeitable paid-in Impairment of goodwill and indefinite life intangible assets Goodwill and indefinite life intangible assets are tested for impairment annually, or more frequently when events or circumstances indicate that impairment may have occurred. As part of the impairment evaluation, the Company may elect to perform an assessment of qualitative factors. If this qualitative assessment indicates that it is more likely than not that the fair value of the indefinite-lived intangible asset or the reporting unit (for goodwill) is less than its carrying value, a quantitative impairment test to compare the fair value to the carrying value and record an impairment charge if the carrying value exceeds the fair value is conducted. Significant estimates and judgments The preparation of the Company’s financial statements requires management to make estimates, assumptions and judgments that affect the reported amounts of revenue, expenses, assets, liabilities, accompanying disclosures and the disclosure of contingent liabilities. These estimates and judgments are subject to change based on experience and new information. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amounts of assets or liabilities affecting future periods. Estimates and judgments are reviewed on an ongoing basis. Revisions to estimates are recognized prospectively. Financial statement areas that require significant estimates and judgments are as follows: Business combinations – The Company uses judgment in applying the acquisition method of accounting for business combinations and estimates to value identifiable assets and liabilities at the acquisition date. Estimates are used to determine cash flow projections, including the period of future benefit, and future growth and discount rates, among other factors. The values allocated to the acquired assets and liabilities assumed affect the amount of goodwill recorded on acquisition. Fair value is typically estimated using the present value of future discounted cash flows, an income approach. Significant estimates in the discounted cash flow model primarily include the discount rate, rates of future revenue growth and profitability of the acquired business, and working capital effects. The discount rate considers the relevant risk associated with business-specific characteristics and the uncertainty related to the ability to achieve the projected cash flows. These estimates and the resulting valuations require significant judgment. Contingent consideration – Contingent consideration is subject to measurement uncertainty as the financial impact will only be confirmed by the outcome of a future event. The assessment of contingent consideration involves a significant amount of judgment, including determining a reliable estimate of the amount of cash outflow required to settle the obligation based on significant unobservable inputs as well as estimates around the probability and timing of satisfying the future events on which the contingent consideration is based. Asset impairment – Asset impairment tests require the allocation of assets to asset groups, which requires significant judgment and interpretation with respect to the integration between the assets and shared resources. Asset impairment tests require the determination of whether there is an indication of impairment. The assessment of whether an indication of impairment exists is performed at the end of each reporting period and requires the application of judgment, historical experience, and external and internal sources of information. Stock-based payments – Stock-based payment transactions are measured and recognized based on estimated fair value, which requires judgment in determining the appropriate valuation model and assumptions, including discount for shares not registered with the Securities Exchange Commission (“SEC”) subject to transfer restrictions. Imputed interest for loans receivable – In connection with the loans obtained as part of the ABG Profit Participation Arrangement, judgment is required to estimate the prevailing market interest rate at each time a loan is issued. New accounting pronouncements not yet adopted In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2014-09, ASU 2015-14, ASU 2014-09 ASU 2014-09 In January 2016, the FASB issued ASU 2016-01, 825-10) 2016-01 2016-01 ASU 2016-01 In February 2016, the FASB issued ASU 2016-02, 2016-02 In June 2016, the FASB issued ASU 2016-13, 2016-13 2016-13 available-for-sale 2016-13 In August 2018, the FASB issued ASU 2018-13, 2018-13 2018-13 2018-13 | 2. Summary of Significant Accounting Policies Basis of presentation The accompanying consolidated financial statements (the “financial statements”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). To the extent relevant, the financial statements include expense allocations for certain corporate functions historically provided by Privateer Holdings. The assumptions underlying the financial statements, including the assumptions regarding allocated expenses, reasonably reflect the utilization of services provided to or the benefit received by the Company during the periods presented. The allocations may not however reflect the expenses the Company has incurred or will incur as a stand-alone company for the periods presented. Actual costs that may have been incurred if the Company had been a stand-alone company would depend on a number of factors, including the chosen organizational structure, which functions were outsourced or performed by employees and strategic decisions made in areas such as treasury, information technology, financial reporting and oversight. The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, as modified by the Jumpstart Our Business Start-ups Basis of consolidation These financial statements include the accounts of the following entities wholly owned by the Company as of December 31, 2018: Name of entity Date of formation Place of incorporation Tilray Canada, Ltd. September 6, 2013 British Columbia, Canada Dorada Ventures, Ltd. October 18, 2013 British Columbia, Canada High Park Farms, Ltd. February 19, 2016 British Columbia, Canada Tilray Deutschland GmbH November 3, 2016 Germany Tilray Portugal Unipessoal, Lda. April 5, 2017 Portugal Pardal Holdings, Lda. April 24, 2017 Portugal Tilray Australia New Zealand Pty. Ltd. May 9, 2017 Australia High Park Holdings, Ltd. February 8, 2018 British Columbia, Canada National Cannabinoid Clinics Pty Ltd. September 19, 2018 Australia Tilray Latin America SpA November 5, 2018 Chile Tilray Portugal II, Lda. December 11, 2018 Portugal Tilray, Inc. was incorporated in Delaware in January 2018. Prior to January 2018, we operated our business under Decatur, which was formed in March 2016. Decatur was incorporated under the laws of the Netherlands on March 8, 2016 as a wholly owned subsidiary of Privateer Holdings to hold a 100% ownership interest in the underlying entities included above. Decatur has been dissolved as of December 31, 2018. The entities listed above are wholly owned by the Company and have been formed to support the intended operations of the Company and all intercompany transactions and balances have been eliminated in the financial statements of the Company. Use of estimates The preparation of the financial statements in conformity with U.S. GAAP requires management to make judgments, estimates and assumptions that affect the reported amounts in the financial statements and accompanying notes. Actual results may differ from these estimates. Key estimates in these financial statements include the allowance for doubtful accounts, inventory write-downs, capitalization of internally developed software costs, estimated useful lives of property, plant and equipment and intangible assets, valuation allowance on deferred income tax assets, fair value of stock options granted under Privateer Holdings’ equity-based compensation plan (the “Original Plan”) and the new 2018 Equity Incentive Plan (the “New Plan”) and the fair value of the Convertible Senior Notes due 2023 (“Convertible Notes”) and equity component. Foreign currency These financial statements are presented in the United States dollar (“USD”), which is the Company’s reporting currency. Functional currencies for the entities in these financial statements are their respective local currencies, including the Canadian dollar (“CAD”), Australian dollar, Chilean Peso and the Euro. The assets and liabilities of each entity are translated to USD at the exchange rate in effect as at December 31, 2018 and 2017. Certain transactions affecting the stockholders’ equity (deficit) are translated at historical foreign exchange rates. The statements of net loss and comprehensive loss and statements of cash flows are translated to USD applying the average foreign exchange rate in effect during the reporting period. The resulting translation adjustments are included in other comprehensive loss. Monetary assets and liabilities denominated in foreign currencies are translated to the functional currency by applying the foreign exchange rate in effect at the balance sheet date. Revenues and expenses are translated using the average foreign exchange rate for the reporting period. Realized and unrealized foreign currency differences are recognized in the statement of net loss and comprehensive loss. 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 reported periods. 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 dilutive potential 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 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 December 31, 2018, there were 7,902,263 common share equivalents with potential dilutive impact. 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. There were no common share equivalents that would have a dilutive impact in 2016 and 2017. Cash and cash equivalents Cash and cash equivalents are comprised of cash and highly liquid investments that are readily convertible into known amounts of cash with original maturities of three months or less. Cash and cash equivalents include amounts held primarily in U.S. dollar, Canadian dollar, Euro, Australian dollar, Chilean peso, corporate bonds, commercial paper, treasury bills and money market funds. Investments Investments consist of treasury bills and equity securities. Equity securities generally consist of securities that represent ownership interests in an enterprise for which do not have significant influence or a controlling interest. The Company’s investments are classified as available-for-sale Available-for-sale Securities classified as available-for-sale available-for-sale, held-to-maturity Net realized gains and losses on investments are determined in accordance with the specific identification method. Cost method investments Equity securities for which the fair value is not readily determinable are carried at cost. Distributions from the equity security are recognized as income dividend when received. An impairment charge is recorded if the carrying amount of the investment exceeds its fair value and determined to be other-than-temporary. Fair value measurements The carrying value of the Company’s accounts receivable, other receivables, accounts payable, accrued expenses and other current liabilities approximate their fair value due to their short-term nature. Investments classified as available-for-sale Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In estimating the fair value of an asset or a liability, the Company takes into account the characteristics of the asset or liability if market participants would take those characteristics into account when pricing the asset or liability at the measurement date. Inventory Inventory is comprised of raw materials, finished goods and work-in-progress pre-harvested by-products Inventory is stated at the lower of cost or net realizable value, determined using weighted average cost. Cost includes expenditures directly related to manufacturing and distribution of the products. Primary costs include raw materials, packaging, direct labor, overhead, shipping and the depreciation of manufacturing equipment and production facilities determined at normal capacity. Manufacturing overhead and related expenses include salaries, wages, employee benefits, utilities, maintenance and property taxes. Net realizable value is defined as the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. At the end of each reporting period, the Company performs an assessment of inventory obsolescence to measure inventory at the lower of cost or net realizable value. Factors considered in the determination of obsolescence include slow-moving or non-marketable Property and equipment Property and equipment are recorded at cost net of accumulated depreciation. Assets held under capital leases are capitalized at the commencement of the lease at the lower of the present value of minimum lease payments at the inception of the lease or fair value. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. The estimated useful life of buildings is 20 years and the estimated useful life of property and equipment, other than buildings, ranges from three to seven years. Land is not depreciated. Leasehold improvements are amortized over the lesser of the asset’s estimated useful life or the remaining lease term. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the respective accounts and any related gain or loss is recognized. Maintenance and repairs are charged to expense as incurred. Significant expenditures, which extend the useful lives of assets or increase productivity, are capitalized. When significant parts of an item of property and equipment have different useful lives, they are accounted for as separate items or components of property and equipment. Construction in progress includes construction progress payments, deposits, engineering costs, interest expense for debt financing on long-term construction projects and other costs directly related to the construction of the facilities. Expenditures are capitalized during the construction period and construction in progress is transferred to the relevant class of property and equipment when the assets are available for use, at which point the depreciation of the asset commences. Intangible assets The Company capitalizes certain internal-use The estimated useful lives are reviewed at the end of each reporting period, with the effect of any changes in estimate being accounted for on a prospective basis. Intangible assets also include the license acquired as part of the acquisition of Alef Biotechnology SpA (“Alef”). The acquisition of Alef was accounted for as an asset acquisition as it did not meet the definition of a business. Impairment of long-lived assets The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. In order to determine if assets have been impaired, assets are grouped and tested at the lowest level for which identifiable independent cash flows are available (“asset group”). An impairment loss is recognized when the sum of projected undiscounted cash flows is less than the carrying value of the asset group. The measurement of the impairment loss to be recognized is based on the difference between the fair value and the carrying value of the asset group. Fair value can be determined using a market approach, income approach or cost approach. The reversal of impairment losses is prohibited. Capitalization of interest Interest incurred relating to the construction or expansion of facilities is capitalized to the construction in progress. The Company ceases the capitalization of interest when construction activities are substantially completed and the facility is available for commercial use. Leases The Company enters into various leases in conducting its business. At the inception of each lease, the Company evaluates the lease agreement to determine whether the lease is an operating or capital lease. A capital lease is a lease in which 1) ownership of the property transfers to the lessee by the end of the lease term; 2) the lease contains a bargain purchase option; 3) the lease term is equal to 75% or more of the economic life of the leased property; or 4) the present value of the minimum lease payment at the inception of the lease term equals or exceeds 90% of the fair value of the leased property. An asset and a corresponding liability are established at inception for capital leases. The capital lease assets are included in property, plant and equipment and the capital lease obligations are included in accrued obligations under capital lease. Operating lease payments are recognized as an expense on a straight-line basis over the lease term. Convertible Senior Notes due 2023 The Company accounts for its Convertible Notes with a cash conversion feature in accordance with ASC 470-20 non-cash Upon repurchase of convertible debt instruments, ASC 470-20 paid-in Revenue recognition The Company recognizes revenue as earned when the following four criteria have been met: (i) when persuasive evidence of an arrangement exists, (ii) the product has been delivered to a customer, (iii) the sales price is fixed or determinable, and (iv) collection is reasonably assured. Revenue is recognized net of sales incentives and returns, after discounts for the assurance program, veterans coverage program and compassionate programs. Direct-to-patient adult-use Customer loyalty awards are accounted for as a separate component of the sales transaction in which they are granted. A portion of the consideration received in a transaction that includes the issuance of an award is deferred until the awards are ultimately redeemed. The allocation of the consideration to the award is based on an evaluation of the award’s estimated fair value at the date of the transaction. The customer loyalty program was discontinued in September 2017 and all customer loyalty awards expired as at December 31, 2017. Cost of sales Cost of sales represents costs directly related to manufacturing and distribution of the Company’s products. Primary costs include raw materials, packaging, direct labor, overhead, shipping and handling and the depreciation of manufacturing equipment and production facilities. Manufacturing overhead and related expenses include salaries, wages, employee benefits, utilities, maintenance and property taxes. The Company recognizes the cost of sales as the associated revenues are recognized. Stock-based compensation The Company measures and recognizes compensation expense for stock options and RSUs on a straight-line basis over the vesting period based on their grant date fair values. The Company estimates the fair value of stock options on the date of grant using the Black-Scholes option pricing model. The fair value of RSUs is based on the share price as at date of grant. For stock options and RSUs granted in May and June 2018, prior to the Company’s IPO, the fair value of common stock at the date of grant was determined by the Board of Directors with assistance from third-party valuation specialists. The Company estimates forfeitures at the time of grant and revises these estimates in subsequent periods if actual forfeitures differ from those estimates. The critical assumptions and estimates used in determining the fair value of stock-based compensation on the grant date are: fair value of common shares on the grant date, risk-free interest rate, share price volatility of comparable companies, and the expected term. For performance-based stock options and RSUs, the Company records compensation expense over the estimated service period once the achievement of the performance-based milestone is considered probable. At each reporting date, the Company assesses whether achievement of a milestone is considered probable, and if so, records compensation expense based on the portion of the service period elapsed to date with respect to that milestone, with a cumulative catch-up, Income taxes The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and the tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Management makes an assessment of the likelihood that the resulting deferred tax assets will be realized. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. The Company recognizes uncertain income tax positions at the largest amount that is more likely than not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. Changes in recognition or measurement are reflected in the period in which judgment occurs. New accounting pronouncements not yet adopted In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2014-09, ASU 2015-14, ASU 2014-09 ASU 2014-09 In January 2016, the FASB issued ASU 2016-01, 825-10) 2016-01 2016-01 ASU 2016-01 In February 2016, the FASB issued ASU 2016-02, 2016-02 In March 2016, the FASB issued ASU 2016-09, 2016-09 2016-09 2016-09 In June 2016, the FASB issued ASU 2016-13, 2016-13 2016-13 2016-13 In August 2018, the FASB issued ASU 2018-13, 2018-13 2018-13 |
Investments
Investments | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Investments, Debt and Equity Securities [Abstract] | ||
Investments | 2. Investments The classification of investment in securities reported in long-term investments on the Condensed Consolidated Balance Sheets is summarized as follows: June 30, 2019 December 31, 2018 Investment in securities under available-for-sale $ 4,799 $ 1,845 Investment in securities under the cost method 12,262 15,066 Investment in joint venture under the equity method 6,134 — Total investment in securities $ 23,195 $ 16,911 As of June 30, 2019, total unrealized loss recognized in accumulated other comprehensive income related to long-term available-for-sale As of June 30, 2019, the investment in joint venture under the equity method relates to the Company’s joint venture with Anheuser-Busch InBev (“AB InBev”) entered in December 2018 to research and develop non-alcohol | 3. Investments The Company’s short-term investments are classified as available-for-sale available-for-sale The following table summarizes the unrealized gains and losses and estimated fair value of our short-term investments as of December 31, 2018: Cost Gross unrealized gains Gross unrealized losses Fair value Treasury bills $ 30,367 $ 32 $ 64 $ 30,335 Total $ 30,367 $ 32 $ 64 $ 30,335 Our short-term investments consist of treasury bills, which are deemed to be low risk based on their credit ratings from the major rating agencies. All our short-term investments have contractual maturities of one year or less. The following table summarizes the unrealized gains and losses and estimated fair value of our long-term investments as of December 31, 2018: Cost Gross unrealized gains Gross unrealized losses Fair value Investment in equities $ 17,713 $ — $ 802 $ 16,911 Total $ 17,713 $ — $ 802 $ 16,911 Our investment in equities are reported in long-term investments on our Consolidated Balance Sheets. The following table provides a summary of the classification of our investment in equities: December 31, 2018 2017 Investments in equities under available-for-sale $ 1,845 $ — Investment in equities under the cost method 15,066 — Total investment in equities $ 16,911 $ — Total unrealized loss recognized to other comprehensive income related to the long-term available-for-sale As at December 31, 2017, the Company did not hold any short-term and long-term investments. |
Fair Value Measurement
Fair Value Measurement | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | ||
Fair Value Measurement | 3. Fair Value Measurement The Company complies with ASC 820, Fair Value Measurements, for its financial assets and liabilities that are re-measured non-financial re-measured The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of June 30, 2019 and December 31, 2018, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value: Quoted prices Other Significant Total June 30, 2019 Cash equivalents $ 136,479 $ — $ — $ 136,479 Investments Money market fund 36,323 — — 36,323 Investment in equity securities under available-for-sale 3,669 — — 3,669 Investment in debt securities under available-for-sale — 1,130 — 1,130 Total investments 39,992 1,130 — 41,122 Contingent consideration — — (49,581 ) (49,581 ) Total $ 176,471 $ 1,130 $ (49,581 ) $ 128,020 December 31, 2018 Cash equivalents $ 203,761 $ — $ — $ 203,761 Investments Treasury bills 30,335 — — 30,335 Investment in equity securities under available-for-sale 1,163 682 — 1,845 Total investments 31,498 682 — 32,180 Total $ 235,259 $ 682 $ — $ 235,941 As of June 30, 2019, the carrying amount of cash equivalents, which include money market fund, corporate bonds, commercial paper and treasury bills, includes an unrealized gain recognized in accumulated other comprehensive income of $6 (December 31, 2018 – gain of $69). Contingent consideration is recorded within accrued expenses and other current liabilities and reflects the consideration for: (i) the acquisition of Manitoba Harvest payable in Class 2 common stock contingent on revenues earned in 2019, and (ii) the acquisition of Natura payable in Class 2 common stock contingent on production levels. Refer to Note 15 for details. During the three months ended June 30, 2019, there was one transfer out of Level 2 into Level 1 for an investment in equity securities under the available-for-sale | 4. Fair Value Measurement The Company complies with FASB ASC 820, Fair Value Measurements, for its financial assets and liabilities that are re-measured non-financial re-measured The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of December 31, 2018 and 2017, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. 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: Quoted prices in active markets for identical assets (Level 1) Other observable inputs (Level 2) Significant unobservable inputs (Level 3) Total December 31, 2018 Cash equivalents: Money market fund $ 33,111 $ — — $ 33,111 Corporate bonds 7,796 — — 7,796 Commercial paper 9,975 — — 9,975 Treasury bills 152,879 — — 152,879 Total cash equivalents 203,761 — — 203,761 Investments: Treasury bills 30,335 — — 30,335 Investment in equities 1,163 682 — 1,845 Total investments 31,498 682 — 32,180 Total $ 235,259 $ 682 $ — $ 235,941 The cash equivalents carrying amount as of 2018 includes an unrealized gain of $69, which is recorded in other comprehensive income. As at December 31, 2017 the Company did not hold any assets that were measured at fair value. |
Inventory
Inventory | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Inventory Disclosure [Abstract] | ||
Inventory | 4. Inventory Inventory is comprised of the following items: June 30, 2019 December 31, 2018 Raw materials $ 14,718 $ 2,132 Work-in-process 39,142 12,812 Finished goods 21,457 1,267 Total $ 75,317 $ 16,211 Inventory is written down for any obsolescence or when the net realizable value of inventory is less than the carrying value. For the three and six months ended June 30, 2019, the Company recorded write-downs within work-in-process | 5. Inventory Inventory is comprised of the following items: December 31, 2018 2017 Raw materials $ 2,132 $ 163 Work-in-process 9,982 1,396 Work-in-process 2,830 30 Finished goods – dry cannabis 113 3,501 Finished goods – cannabis extracts 1,083 2,158 Finished goods – accessories 71 173 Total $ 16,211 $ 7,421 Inventory is written down for any obsolescence or when the net realizable value of inventory is less than the carrying value. For the year ended December 31, 2018, the Company recorded write-downs related to inventory within work-in-process |
Property and Equipment, Net
Property and Equipment, Net | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | ||
Property and Equipment, Net | 6. Property and Equipment, Net Property and equipment, net consists of the following: June 30, December 31, Land $ 5,717 $ 4,498 Buildings and leasehold improvements 93,295 51,111 Laboratory and manufacturing equipment 22,791 6,131 Office and computer equipment 3,510 970 Assets under capital lease 10,069 9,661 Construction in process 23,642 15,343 159,024 87,714 Less: accumulated depreciation and amortization (11,466 ) (7,500 ) Total $ 147,558 $ 80,214 For the three and six months ended June 30, 2019, depreciation expense related to general office space and equipment was $239 and $544, respectively (2018 – $30 and $59). In addition, depreciation expense included in cost of sales relating to manufacturing equipment and production facilities was $508 and $1,507 for the three and six months ended June 30, 2019, respectively, (2018 – $157 and $259) with the remaining depreciation included in inventory. For the three and six months ended June 30, 2019, capitalized interest included in construction-in-progress The Company had $68,853 in property and equipment additions related to building and leasehold improvements, laboratory and manufacturing equipment, office and computer equipment and construction in process during the six months ended June 30, 2019 (2018 – $25,979). Additions to building and leasehold improvements primarily relate to the Company’s acquisitions of Manitoba Harvest and Natura. Refer to Note 15 for details. Additions to construction in process primarily relate to the ongoing construction of the Company’s London, Ontario and Portugal facilities. | 6. Property and Equipment, Net Property and equipment, net consisted of the following: December 31, 2018 2017 Land $ 4,498 $ 2,547 Buildings and leasehold improvements 51,111 19,569 Laboratory and manufacturing equipment 6,131 2,815 Office and computer equipment 970 571 Assets under capital lease 9,661 9,191 Construction in process 15,343 9,872 87,714 44,565 Less: accumulated depreciation and amortization (7,500 ) (4,580 ) Total $ 80,214 $ 39,985 Depreciation expense included in cost of sales relating to manufacturing equipment and production facilities for the year ended December 31, 2018 is $1,964 (2017 – $1,303 and 2016 – $1,247). Depreciation expense included in general administrative expenses related to general office space and equipment for the year ended December 31, 2018 is $149 (2017 – $95 and 2016 – $92). The remaining depreciation is included in inventory. For the year ended December 31, 2018, there is $158 (2017 – $34) of capitalized interest included in construction-in-progress. |
Intangible Assets
Intangible Assets | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Intangible Assets Net Excluding Goodwill Abstract | ||
Intangible Assets | 7. Intangible Assets Intangible assets are comprised of the following items: June 30, 2019 December 31, 2018 Weighted Average Amortization Period (in years) Cost Accumulated Amortization Net Cost Accumulated Amortization Net Customer relationships 16 $ 135,147 $ 2,849 $ 132,298 $ — $ — $ — Developed technology 10 7,027 234 6,793 — — — Website 3 4,231 2,772 1,459 3,755 2,253 1,502 Alef license 2 4,086 — 4,086 2,984 — 2,984 Supply contract 3 2,368 — 2,368 — — — Cultivation license Indefinite 10,617 — 10,617 — — — Trademarks Indefinite 54,996 — 54,996 — — — Rights under ABG Profit Participation Arrangement Indefinite 119,366 — 119,366 — — — Total $ 337,838 $ 5,855 $ 331,983 $ 6,739 $ 2,253 $ 4,486 The net carrying value of intangible assets not yet available for use as of June 30, 2019 was $6,454 (December 31, 2018 – $3,027). At June 30, 2019, this consisted of the Alef license and supply contract arising from the acquisition of Natura. Intangible asset additions for six months ended June 30, 2019 primarily related to customer relationships, developed technology and trademarks as part of the acquisition of Manitoba Harvest as well as cultivation license and supply contract as part of the acquisition of Natura. Refer to Note 15 for details. Moreover, indefinite-lived rights under the ABG Profit Participation Arrangement were acquired in the first quarter of 2019. Refer to Note 14 for details. The amortization expense for the next five years on intangibles assets in use are as follows: remaining in 2019 – $5,080; 2020 – $9,964; 2021 – $9,306; 2022 – $9,229; 2023 – $9,205, and thereafter – $97,766. | 7. Intangible Assets Intangible assets are comprised of the following items: December 31, 2018 2017 Weighted Average Amortization Period (in years) Cost Accumulated Amortization Net Cost Accumulated Amortization Net Amortizing intangible assets: Website 3 $ 3,755 $ 2,253 $ 1,502 $ 2,813 $ 1,879 $ 934 Total 3,755 2,253 1,502 2,813 1,879 934 Other intangible assets: Alef license — 2,984 — 2,984 — — — Total 2,984 — 2,984 — — — Total intangible assets $ 6,739 $ 2,253 $ 4,486 $ 2,813 $ 1,879 $ 934 The net carrying value of intangible assets as of December 31, 2018 includes $43 (December 31, 2017 – $381) of intangible assets under construction, relating to expenditures incurred to develop additional functionalities for the patient portal. Intangible asset additions in 2018 included a licence acquired as part of the Alef acquisition. The value of the license is $2,984. Refer to Note 16 for detail description. The amortization expense for the next five years on intangibles assets in use are as follows: 2019 – $731; 2020 – $431; 2021 – $340; and thereafter – nil. |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Payables and Accruals [Abstract] | ||
Accounts Payable and Accrued Expenses | 9. Accounts Payable, Accrued Expenses and Other Current Liabilities Accounts payable, accrued expenses and other current liabilities are comprised of the following items: June 30, 2019 December 31, 2018 Accounts payable – trade $ 24,287 $ 9,716 Accounts payable – related parties 81 933 Total accounts payable $ 24,368 $ 10,649 Accrued interest on Convertible Notes $ 5,938 $ 5,302 Accrued payroll 7,943 3,278 Accrued legal fees 486 565 Consideration payable for acquisition of Manitoba Harvest 69,356 — Contingent consideration for acquisitions 49,581 — Other accrued expenses and current liabilities 17,984 5,673 Total accrued expenses and other current liabilities $ 151,288 $ 14,818 Refer to Note 15 for details on the consideration payable and contingent consideration for the acquisitions of Manitoba Harvest and Natura. | 8. Accounts Payable and Accrued Expenses Accounts payable and accrued expenses are comprised of the following items: December 31, 2018 2017 Accounts payable – trade $ 9,716 $ 5,563 Accounts payable – related parties 933 — Accrued interest on convertible senior notes due 2023 5,302 — Accrued legal fees 565 10 Accrued payroll 3,278 610 Other accrued expenses 5,673 1,401 Total $ 25,467 $ 7,584 |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | 9. Long-Term Debt Long-term debt is as follows: December 31, 2018 2017 Mortgage payable, due January 2019, annual interest 11.5% $ — $ 9,537 Unamortized deferred financing costs — (105 ) — 9,432 Less current portion of long-term debt — (9,432 ) Total $ — $ — In December 2016, Tilray Canada, Ltd. entered into a mortgage for an amount of $8,909 ($12,000 CAD) with an annual interest rate of 11.5% maturing in June 2018. In July 2018, the Company entered into a Mortgage Loan Extension Agreement to extend the mortgage. The term of the mortgage was extended for a further period of six months to January 1, 2019 with a renewal fee of CAD $90, or .75 basis points of the loan balance. The mortgage was secured by a deed of trust on all assets of Tilray Canada, Ltd. and was guaranteed by Privateer Holdings. The carrying value of the mortgage approximates its fair value because the interest rate on the mortgage is equivalent to current market rates. In October 2018, the Company repaid the outstanding mortgage balance. |
Convertible Notes
Convertible Notes | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Debt Disclosure [Abstract] | ||
Convertible Notes | 10. Convertible Notes In October 2018, the Company issued convertible senior notes with a face value of $475,000 (the “Convertible Notes”). The net proceeds from the offering were approximately $460,134, after deducting commissions and other fees and expenses payable by the Company. The Convertible Notes bear interest at a rate of 5.00% per annum, payable semi-annually in arrears on April 1 and October 1 of each year, beginning on April 1, 2019. Additional interest may accrue on the Convertible Notes in specified circumstances. The Convertible Notes will mature on October 1, 2023, unless earlier repurchased, redeemed or converted. There are no principal payments required over the five-year term of the Convertible Notes, except in the case of redemption or events of defaults. To the extent the Company so elects, the sole remedy for an event of default relating to certain failures by the Company to comply with certain reporting covenants in the Indenture will, for the first 365 days after such event of default, consist exclusively of the right to receive additional interest on the notes. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of our common stock or a combination of cash and shares of our common stock, at the Company’s election (the “cash conversion option”). The initial conversion rate for the Convertible Notes is 5.9735 shares of common stock per one thousand dollar principal amount of notes, which is equivalent to an initial conversion price of approximately $167.41 per share of common stock. Throughout the term of the Convertible Notes, the conversion rate may be adjusted upon the occurrence of certain events. Prior to the close of business on the business day immediately preceding April 1, 2023, the Convertible Notes will be convertible only under the specified circumstances. On or after April 1, 2023 until the close of business on the business day immediately preceding the maturity date, holders may convert all or any portion of their Convertible Notes, in multiples of one thousand dollar principal amount, at the option of the holder regardless of the aforementioned circumstances. As of June 30, 2019, the Convertible Notes are not yet convertible. The Convertible Notes will become convertible upon the satisfaction of the above circumstances. Transaction costs attributable to the Convertible Notes totaling $13,467 are amortized as non-cash The following table sets forth the net carrying amount of the Convertible Notes: June 30, 2019 December 31, 2018 5.00% Convertible Notes $ 475,000 $ 475,000 Unamortized discount (37,866 ) (41,687 ) Unamortized transaction costs (11,734 ) (12,946 ) Net carrying amount $ 425,400 $ 420,367 The following table sets forth total interest expense recognized related to the Convertible Notes: Six months ended June 30, 2019 2018 Contractual coupon interest $ 11,875 $ — Amortization of discount 3,821 — Amortization of transaction costs 1,212 — Total $ 16,908 $ — | 10. Convertible Senior Notes Due 2023 In October 2018 the Company issued Convertible Notes with a face value of $475,000. The net proceeds from the offering were approximately $460,134, after deducting commissions and other fees and expenses payable by the Company. The Convertible Notes bear interest at a rate of 5.00% per annum, payable semi-annually in arrears on April 1 and October 1 of each year, beginning on April 1, 2019. Additional interest may accrue on the Convertible Notes in specified circumstances. The Convertible Notes will mature on October 1, 2023, unless earlier repurchased, redeemed or converted. There are no principal payments required over the five year term of the Convertible Notes, except in the case of redemption or events of defaults. The Convertible Notes are governed by an Indenture between the Company, as issuer, and GLAS Trust Company LLC, as trustee. The Convertible Notes are the Company’s general unsecured obligations and rank senior in right of payment to all of the Company’s indebtedness that is expressly subordinated in right of payment to the notes; equal in right of payment with any of the Company’s unsecured indebtedness that is not so subordinated; effectively junior in right of payment to any of Company’s secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally junior to all indebtedness and other liabilities (including trade payables but excluding intercompany obligations) of the Company’s current or future subsidiaries. The Indenture includes customary covenants and sets forth certain events of default after which the Convertible Notes may be declared immediately due and payable, including certain types of bankruptcy or insolvency involving the Company. To the extent the Company so elects, the sole remedy for an event of default relating to certain failures by the Company to comply with certain reporting covenants in the Indenture will, for the first 365 days after such event of default, consist exclusively of the right to receive additional interest on the notes. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of our common stock or a combination of cash and shares of our common stock, at the Company’s election (the “cash conversion option”). The initial conversion rate for the Convertible Notes is 5.9735 shares of common stock per one thousand dollar principal amount of notes, which is equivalent to an initial conversion price of approximately $167.41 per share of common stock. Throughout the term of the Convertible Notes, the conversion rate may be adjusted upon the occurrence of certain events. Prior to the close of business on the business day immediately preceding April 1, 2023, the Convertible Notes will be convertible only under the specified circumstances. On or after April 1, 2023 until the close of business on the business day immediately preceding the maturity date, holders may convert all or any portion of their Convertible Notes, in multiples of one thousand dollar principal amount, at the option of the holder regardless of the forementioned circumstances. As a result of the cash conversion option, the Company separately accounts for the value of the embedded conversion option as a component of equity. The value of the embedded conversion option is the residual of the net proceeds of the issuance, less the estimated fair value of the debt without the conversion feature, and amounted to $57.6 million at issuance. The estimated fair value of the debt without the conversion feature, was determined using the expected cash flows of the Convertible Notes discounted by the estimated interest rate of similar nonconvertible debt; the debt discount is being amortized as additional non-cash As of December 31, 2018, the Convertible Notes are not yet convertible. The Convertible Notes will become convertible upon the satisfaction of the above circumstances. In accounting for the transaction costs related to the issuance of the Convertible Notes, the Company allocated the total amount of offering costs incurred to the debt and equity components based on their relative values. Direct issue costs attributable to the debt component, totaling $13,467, are being amortized as non-cash As at December 31, 2018, the Company was in compliance with all the covenants set forth under the Indenture. The following table sets forth the net carrying amount of the Convertible Notes: December 31, 2018 5.00% Convertible Senior Notes $ 475,000 Unamortized discount (41,687 ) Unamortized transaction costs (12,946 ) Net carrying amount $ 420,367 The following table sets forth total interest expense recognized related to the Convertible Notes: Year ended December 31, 2018 Contractual coupon interest $ 5,302 Amortization of discount 2,152 Amortization of direct issue costs 28 Total $ 7,482 |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Equity [Abstract] | ||
Stockholders' Equity | 11. Stockholders’ Equity Common and Convertible Preferred Stock The Company’s certificate of incorporation authorized the Company to issue the following classes of shares with the following par value and voting rights as of June 30, 2019. The liquidation and dividend rights are identical among Class 1 common stock and Class 2 common stock, and all classes of common stock share equally in our earnings and losses. Par Value Authorized Voting Rights Class 1 common stock $ 0.0001 250,000,000 10 votes for each share Class 2 common stock $ 0.0001 500,000,000 1 vote for each share Convertible preferred stock $ 0.0001 10,000,000 N/A In connection with the profit participation agreement with ABG Intermediate Holdings 2, LLC (“ABG”), the Company issued 840,107 shares of Class 2 common stock in January 2019 and 840,107 shares of Class 2 common stock in March 2019 at a deemed issuance price of $79.35 per share. Given that the shares of Class 2 common stock issued to ABG were not registered with the SEC and subject to transfer restrictions, the fair values of the issuances were $89.13 and $59.77 per share, respectively, as recorded in the Condensed Consolidated Statements of Stockholders’ Equity. Refer to Note 14 for details. In February 2019, the Company issued 180,332 shares of Class 2 common stock at a deemed issuance price of $83.73 per share in connection with the closing of the Natura acquisition. Refer to Note 15 for details. In March 2019, the Company issued 1,209,946 shares of Class 2 common stock at a deemed issuance price of $80.04 per share in connection with the closing of the Manitoba Harvest acquisition. Refer to Note 15 for details. | 11. Capital Stock Capital Stock As of December 31, 2017, the Company had authorized, issued and outstanding one share of capital stock with a one dollar par value. Each share of capital stock was entitled to one vote. As of December 31, 2018, no shares of capital stock were authorized, issued or outstanding. Common and Convertible Preferred Stock The Company’s certificate of incorporation authorized the Company to issue the following classes of shares with the following par value and voting rights as of December 31, 2018. Par Authorized Voting Rights Class 1 common stock $ 0.0001 250,000,000 10 votes for each share Class 2 common stock $ 0.0001 500,000,000 1 vote for each share Convertible preferred stock $ 0.0001 10,000,000 N/A In February 2018, the Company completed a recapitalization in which the Company issued 75,000,000 shares of Class 1 common stock to Privateer Holdings in exchange for the net assets of Decatur Holdings, BV. Of which 58,333,333 Class 1 common stock was converted into Class 2 common stock upon IPO, resulting in Privateer share ownership of 58,333,333 of Class 2 common stock and 16,666,667 of Class 1 common stock. In July 2018, the Company completed its IPO, whereby 10,350,000 shares of our Class 2 common stock were sold at a price of $17.00 ($22.45 CAD) per share, which included 1,350,000 shares pursuant to the underwriters’ option to purchase additional shares. Upon the closing of the IPO, all shares of the outstanding Series A preferred stock automatically converted into 7,794,042 shares of Class 2 common stock on a one-for-one The liquidation and dividend rights are identical among Class 1 common stock and Class 2 common stock, and all classes of common stock share equally in our earnings and losses. In February and March 2018, the Company issued an aggregate of 7,794,042 shares of Series A preferred stock at an issue price of $7.10 ($8.90 CAD) per share. In July 2018, the Company completed its IPO and upon the closing of the IPO, all shares of the outstanding Series A preferred stock automatically converted into 7,794,042 shares of Class 2 common stock on a one-for-one |
General and Administrative Expe
General and Administrative Expenses | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Text Block [Abstract] | ||
General and Administrative Expenses | 12. General and Administrative Expenses General and administrative expenses are comprised of the following items: Three months ended June 30, Six months ended June 30, 2019 2018 2019 2018 Salaries $ 7,241 $ 2,260 $ 13,652 $ 3,357 Professional fees $ 4,208 $ 1,174 $ 6,665 $ 2,656 Travel expenses $ 1,161 $ 554 $ 1,882 $ 719 Other expenses $ 3,855 $ 1,354 $ 7,063 $ 2,755 Total $ 16,465 $ 5,342 $ 29,262 $ 9,487 | 12. General and Administrative Expenses General and administrative expenses are comprised of the following items: Year ended December 31, 2018 2017 2016 Salaries $ 11,721 $ 3,717 $ 2,640 Professional fees 7,557 1,715 424 Travel expenses 2,031 287 109 Depreciation and amortization 1,598 902 591 Other expenses 8,400 1,780 1,126 Total $ 31,307 $ 8,401 $ 4,890 |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Stock-Based Compensation | 13. Stock-based Compensation Original Stock Option Plan Certain employees of the Company participate in the equity-based compensation plan of Privateer Holdings, Inc. (the “Original Plan”) under the terms and valuation method detailed in our Annual Financial Statements. For the three and six months ended June 30, 2019, the total stock-based compensation expense associated with the Original Plan was $158 and $268, respectively (2018 – $169 and $200). Stock option activity under the Original Plan is as follows: Stock options Weighted- average exercise price Weighted- average remaining contractual term (years) Aggregate intrinsic value Balance December 31, 2018 592,594 $ 4.14 8.1 $ 989 Allocated to Tilray 143,794 4.26 Exercised (13,370 ) 3.79 Forfeited (6,310 ) 4.24 Cancelled (1,042 ) 3.88 Balance June 30, 2019 715,666 $ 4.21 7.8 $ 30,892 Vested and expected to vest, June 30, 2019 644,381 $ 4.03 7.7 $ 27,933 Vested and exercisable, June 30, 2019 353,209 $ 3.18 7.2 $ 15,610 No stock options were granted under the Original Plan during the six months ended June 30, 2019 (2018 – 301,442). As of June 30, 2019, the total remaining unrecognized stock-based compensation expense related to non-vested New Stock Option and Restricted Stock Unit Plan The Company adopted the 2018 Equity Incentive Plan (the “New Plan”) as amended and approved by stockholders in May 2018 under the terms and valuation methods detailed in our Annual Financial Statements. As of June 30, 2019, 12,926,172 shares were reserved for issuance under the New Plan. For the three and six months ended June 30, 2019, total stock-based compensation expense associated with the New Plan was $7,427 and $12,623, respectively (2018 – $5,432 and $5,432). Stock option and restricted stock unit (“RSU”) activity under the New Plan are as follows: Time-based stock option activity Stock options Weighted- average exercise price Weighted- average remaining contractual term (years) Aggregate intrinsic value Balance December 31, 2018 6,015,041 $ 13.54 7.7 $ 342,916 Granted 10,000 70.25 Exercised (488,840 ) 7.76 Forfeited (46,162 ) 28.27 Balance June 30, 2019 5,490,039 $ 14.03 8.9 $ 189,799 Vested and expected to vest, June 30, 2019 5,281,387 $ 13.85 8.9 $ 183,208 Vested and exercisable, June 30, 2019 1,800,954 $ 7.76 8.9 $ 69,877 The weighted-average fair values of stock options granted during the six months ended June 30, 2019 was $28.88 per share. During the six months ended June 30, 2018, 5,479,196 time-based stock options were granted under the New Plan. As of June 30, 2019, the total remaining unrecognized compensation expense related to non-vested Performance-based stock option activity Stock options Weighted- average exercise price Weighted- average remaining contractual term (years) Aggregate intrinsic value Balance December 31, 2018 600,000 $ 7.76 9.4 $ 37,668 Exercised (80,000 ) 7.76 Balance June 30, 2019 520,000 $ 7.76 8.9 $ 20,176 Vested and expected to vest, June 30, 2019 518,991 $ 7.76 8.9 $ 20,137 Vested and exercisable, June 30, 2019 220,000 $ 7.76 8.9 $ 8,536 No performance-based stock options were granted under the New Plan during the six months ended June 30, 2019. During the six months ended June 30, 2018, 600,000 performance-based stock options were granted under the New Plan. As of June 30, 2019, the total remaining unrecognized compensation expense related to non-vested Time-based RSU activity Time-based RSUs Weighted-average grant-date fair value per share Non-vested 237,222 $ 49.86 Granted 756,825 55.27 Issued on vesting (35,000 ) 7.76 Forfeited (30,891 ) 61.47 Non-vested 928,156 $ 55.47 As of June 30, 2019, $42,691 of total unrecognized compensation expense related to non-vested Performance-based RSUs activity Performance-based RSUs Weighted-average grant-date fair value per share Non-vested 1,050,000 $ 7.76 Issued on vesting (478,125 ) 7.76 Non-vested 571,875 $ 7.76 As of June 30, 2019, $736 of total unrecognized compensation expense related to non-vested | 13. Stock-Based Compensation Original Stock Option Plan Certain employees of the Company participate in the Original Plan. For the year ended December 31, 2018, the total stock-based compensation expense associated with the Original Plan was $359 (December 31, 2017 – $139 and 2016 – $94). The Original Plan has 6,760,879 shares of Privateer Holdings common stock reserved for issuance under the Original Plan. Stock options granted under the Original Plan may be either incentive stock options or nonqualified stock options. Stock options and shares of Privateer Holdings common stock issued under the Original Plan are determined by the Board of Directors of Privateer Holdings and may not be issued at less than 100% of the fair value of the shares on the date of the grant. Fair value is determined by the Board of Directors of Privateer Holdings. Stock options will generally vest over a period of four years and expire, if not exercised, 10 years from the date of grant. Shares of Privateer Holdings common stock may be issued in exchange for services based on the fair value of the services or the fair value of the Privateer Holdings common stock at the time of grant, as determined by the Board of Directors of Privateer Holdings. The compensation expense under the Original Plan is allocated from Privateer Holdings to Tilray employees who holds options under the Original Plan. The fair value of each stock option to employees granted under the Original Plan is estimated on the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions: 2018 2017 2016 Expected stock option life 5.15 years 5.84 years 6.05 years Expected volatility 48.82 % 56.23 % 63.32 % Risk-free interest rate 2.35 % 2.01 % 1.46 % Expected dividend yield — % — % — % The expected life of the stock options represents the period of time stock options are expected to be outstanding and is estimated considering vesting terms and employees’ historical exercise and post-vesting employment termination behavior. Expected volatility is based on historical volatilities of public companies operating in a similar industry to Privateer Holdings. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant. The expected dividend yield was determined based on the stock option’s exercise price and expected annual dividend rate at the time of grant. Stock option activity for the Company under the Original Plan is as follows: Stock Options Weighted- average exercise price Weighted- remaining contractual term (years) Aggregate intrinsic value Balance December 31, 2017 364,571 $ 2.41 7.9 $ 1,185 Granted 304,942 5.92 Exercised (45,688 ) 1.81 Forfeited (25,881 ) 5.14 Cancelled (5,350 ) 3.29 Balance December 31, 2018 592,594 $ 4.14 8.1 $ 989 Vested and expected to vest, December 31, 2018 522,301 $ 3.94 8.0 $ 955 Vested and exercisable, December 31, 2018 286,393 $ 2.85 7.2 $ 805 The weighted-average fair values of all stock options granted in 2018, 2017 and 2016 were $3.05, $1.79 and $1.91, respectively. The total intrinsic values of stock options exercised in 2018, 2017 and 2016 were $176, $19 and $51, respectively. As of December 31, 2018, the total remaining unrecognized compensation expense related to non-vested New Stock Option and Restricted Stock Unit Plan The Company adopted the New Plan, which was amended and approved by stockholders in May 2018. The New Plan authorizes the award of stock options and RSUs to employees, including officers, non-employee non-employee non-employee Stock options represent the right to purchase shares of our Class 2 common stock on the date of exercise at a stated exercise price. The exercise price of a stock option generally must be at least equal to the fair market value of our shares of Class 2 common stock on the date of grant. Our compensation committee may provide for stock options to be exercised only as they vest or to be immediately exercisable with any shares issued on exercise being subject to our right of repurchase that lapses as the shares vest. The maximum term of stock options granted under the New Plan is ten years. RSUs represent an offer by the Company to issue or sell shares of our Class 2 common stock subject to vesting restrictions, which may lapse based on time or achievement of performance conditions. Unless otherwise determined by our compensation committee at the time of grant, vesting will cease on the date the participant no longer provides services to the Company and unvested shares will be forfeited or repurchased by the Company. If an RSU has not been forfeited, then on the date specified in the RSUs, the Company will deliver to the holder a number of whole shares of Class 2 common stock, cash or a combination of shares of our Class 2 common stock and cash. Additionally, dividend equivalents may be credited in respect of shares covered by the RSUs. Any additional shares covered by the RSU credited by reason of such dividend equivalents will be subject to all of the same terms and conditions of the underlying RSU agreement to which they relate. The RSUs generally vest over a 3-or-4 Stock appreciation rights (“SAR”) provide for a payment, or payments, in cash or shares of Class 2 common stock to the holder based upon the difference between the fair market value of shares of our Class 2 common stock on the date of exercise and the stated exercise price. The maximum term of SARs granted under the New Plan is ten years. No SARs were issued in 2018. The New Plan permits the grant of performance-based stock and cash awards. The performance goals may be based on company-wide performance or performance of one or more business units, divisions, affiliates or business segments and may be either absolute or relative to the performance of one or more comparable companies or the performance of one or more relevant indices. The length of any performance period, the performance goals to be achieved during the performance period, and the measure of whether and to what degree such performance goals have been attained will be conclusively determined by the board of directors. As of May 21, 2018, 9,199,338 shares of Class 2 common stock had been reserved for issuance under the New Plan. The number of shares of Class 2 common stock reserved for issuance under the New Plan will automatically increase on January 1 of each calendar year, for a period of not more than ten years, starting on January 1, 2019 and ending on and including January 1, 2027, in an amount equal to 4% of the total number of shares of our common stock outstanding on December 31 of the prior calendar year, or a lesser number of shares determined by our board of directors. The shares reserved include only the outstanding shares related to stock options and RSUs, and excludes stock options outstanding under the Original Plan. The number of shares reserved for issuance under the New Plan are 12,926,172 shares, effective as of January 1, 2019. For the year ended December 31, 2018, the total stock-based compensation expense associated with the New Plan was $20,629. As at December 31, 2017, no stock options, RSUs or restricted stock awards were granted under the New Plan. The fair value of each stock option granted to employees under the New Plan is estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions: Assumptions 2018 Expected stock option life (years) 5.79 years Expected volatility 58.54 % Risk-free interest rate 2.92 % Expected dividend yield — % The expected life of the awards represents the period of time stock options are expected to be outstanding and is estimated considering vesting terms and employees’ historical exercise and post-vesting employment termination behavior. Expected volatility is based on historical volatilities of public companies operating in a similar industry to the Company. A forfeiture rate is estimated at the time of grant to reflect the amount of awards that are granted but are expected to be forfeited by the award holder prior to vesting. The estimated forfeiture rate applied to these amounts is derived from management’s estimate of the future stock option forfeiture behavior over the expected life of the awards. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant. Stock option and RSU activity for the Company under the New Plan is as follows: Time-based stock option activity Stock Options Weighted- average exercise price Weighted- remaining contractual term Aggregate intrinsic value Balance December 31, 2017 — $ — $ — Granted 6,106,011 13.66 — Exercised — — — Forfeited (90,970 ) 21.49 — Cancelled — — — Balance December 31, 2018 6,015,041 $ 13.54 7.7 $ 342,916 Vested and expected to vest, December 31, 2018 5,708,817 $ 13.54 9.4 $ 326,567 Vested and exercisable, December 31, 2018 1,312,500 $ 7.76 9.4 $ 82,399 The weighted-average fair values of all time-based stock options granted in 2018 was $7.74 per share. As of December 31, 2018, the total remaining unrecognized compensation expense related to non-vested Performance-based stock option activity Stock Options Weighted- average exercise price Weighted- remaining contractual term (years) Aggregate intrinsic value Balance December 31, 2017 — $ — $ — Granted 600,000 7.76 — Exercised — — — Forfeited — — — Cancelled — — — Balance December 31, 2018 600,000 $ 7.76 9.4 $ 37,668 Vested and expected to vest, December 31, 2018 591,486 $ 7.76 9.4 $ 37,134 Vested and exercisable, December 31, 2018 300,000 $ 7.76 9.4 $ 18,834 The weighted-average fair values of all performance-based stock options granted in 2018 was $4.15 per share. As of December 31, 2018, the total remaining unrecognized compensation expense related to non-vested Time-based RSU activity The following table summarizes non-vested Time-based RSUs Weighted-average grant-date fair value per share Non-vested — $ — Granted 238,082 50.08 Exercised — — Forfeited (860 ) 110 Non-vested 237,222 $ 49.86 As of December 31, 2018, there was approximately $10,336 of total unrecognized compensation cost related to non-vested Performance-based RSUs The following table summarizes non-vested Performance-based RSUs Weighted-average grant-date fair value per share Non-vested — $ — Granted 1,050,000 7.76 Exercised — — Forfeited — — Non-vested 1,050,000 $ 7.76 As of December 31, 2018, there was approximately $1,882 of total unrecognized compensation cost related to non-vested |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 14. Income Taxes In connection with the Convertible Notes issued in 2018, we recognized a deferred tax liability of $8,809 in equity. As a result, we recorded an income tax benefit of $4,485 for the release of a valuation allowance on our existing U.S. deferred tax assets in order to offset the deferred tax liability established for the equity portion of the Convertible Notes. We recorded a deferred tax liability of $100 resulting from the purchase price allocation for Alef. We have net deferred tax assets which are fully offset by a valuation allowance due to our determination that it is more likely than not that the deferred tax assets will not be realized, with the exception of deferred tax assets that were applied to offset the deferred tax liability on the equity portion of the Convertible Notes. The realization of deferred tax assets is dependent on the Company generating sufficient taxable income in the years that the temporary differences become deductible. A valuation allowance has been provided for the portion of the deferred tax assets that the Company determined is more likely than not to remain unrealized based on estimated future taxable income. In the event we were to determine that we would be able to realize our net deferred tax assets in the future, an adjustment to the valuation allowance will be made, which will increase income (or decrease losses) in the period in which such a determination is made. We follow the guidance related to accounting for uncertainty in income taxes, which requires the recognition of an uncertain tax position provision when the position is not more likely than not to be sustainable upon audit by the applicable taxing authority For financial reporting purposes, loss before income taxes includes the following components: Year ended December 31, 2018 2017 2016 Canada $ (25,333 ) $ (7,411 ) $ (7,883 ) U.S. (42,418 ) — — Portugal (2,208 ) — — Other countries (2,215 ) (398 ) — Total $ (72,174 ) $ (7,809 ) $ (7,883 ) The expense for income taxes consists of: Year ended December 31, 2018 2017 2016 Current: Canada $ — $ — $ — Other countries 34 — — Total $ 34 $ — $ — Deferred: Canada $ — $ — $ — U.S. (4,485 ) — — Total $ (4,485 ) $ — $ — Income tax expense in 2018 was related to taxable profit in Germany. The income tax benefit in 2018 was related to the release valuation allowance for deferred tax assets recognized to offset the deferred tax liability recorded for the Convertible Notes. We recognized interest and penalties related to unrecognized tax benefits on the income tax expense line in the accompanying Consolidated Statements of Net Loss and Comprehensive Loss. Accrued interest and penalties are included on the related tax liability line in the Consolidated Balance Sheets. Reconciliation of the expected income tax at the United States statutory income tax rate of 21% (2017 – 35%) to income tax expense: Year ended December 31, 2018 2017 2016 Loss before income taxes: $ (72,174 ) $ (7,809 ) $ (7,883 ) Expected income tax recovery (15,157 ) (2,733 ) (2,797 ) Difference in foreign tax rates (1,864 ) 675 719 Foreign exchange and other 1,399 (480 ) (72 ) Non-deductible 5,331 61 (40 ) Changes in enacted rates — (288 ) — Utilization of losses no previously recognized — (9 ) — Change in valuation allowance 5,840 2,774 2,190 Income tax recovery, net $ (4,451 ) $ — $ — The following table summarizes the components of deferred tax: Year ended December 31, 2018 2017 2016 Deferred assets Tax loss carryforwards – Canada $ 13,723 $ 8,297 $ 5,821 Tax loss carryforwards – U.S. 4,173 — — Tax loss carryforwards – other countries 607 148 9 Property and equipment 2,510 183 98 Deferred financing costs 27 37 — Investment tax credits and related pool balance 57 57 57 Other — 8 — Total Deferred tax assets 21,097 8,730 5,985 Less valuation allowance (14,433 ) (8,601 ) (5,836 ) Net deferred tax assets 6,664 129 149 Deferred tax liabilities Plant and equipment (2,328 ) — — Intangible assets (289 ) (129 ) (144 ) Deferred financing costs — — (5 ) Equity portion of convertible senior notes due 2023 (8,471 ) — — Total deferred tax liabilities (11,088 ) (129 ) (149 ) Net deferred tax liability $ (4,424 ) $ — $ — The realization of deferred tax assets is dependent on the Company generating sufficient taxable income in the years that the temporary differences become deductible. A valuation allowance has been provided for the portion of the deferred tax assets that the Company determined is more likely than not to remain unrealized based on estimated future taxable income. As of December 31, 2018 and 2017, the Company had accumulated tax losses available to offset future years’ federal and provincial taxable income in Canada of approximately $51,064 and $30,000, respectively. The Canadian non-capital December 31, Amount 2033 $ 381 2034 6,429 2035 7,627 2036 7,230 2037 6,195 2038 23,202 $ 51,064 As of December 31, 2018, the Company has Australian net operating loss carryforward of $162 (2017 – $167). The loss may be carried forward indefinitely. The Company has Portuguese net operating loss of $2,538 (2017 – $74). Portuguese net operating loss carry forward 5 years and expire in 2023. The Company has U.S. net operating losses available to offset future years’ taxable income in the U.S. approximately $19,872. The net operating loss can only offset 80% of taxable income and it may be carried forward indefinitely. The Company files federal income tax returns in Canada, Germany, and other foreign jurisdictions. The Company has open tax years with various taxing jurisdictions. These open years contain certain matters that could be subject to differing interpretations of applicable tax laws and regulations, and tax treaties, as they relate to the amount, timing, or inclusion of revenue and expense. Jurisdiction Open Years Netherlands 2016 – 2018 Canada 2014 – 2018 Germany 2016 – 2018 Australia 2017 – 2018 Portugal 2017 – 2018 Tilray Canada, Ltd. is currently under examination by the Canada Revenue Agency for the 2014 and 2015 taxation years. The following table outlines the movements in the valuation allowance: Balance at beginning of year Change due to expense and foreign exchange Deductions Balance at end of year Year ended December 31, 2018 $ 8,601 $ (113 ) $ 5,945 $ 14,433 Year ended December 31, 2017 $ 5,836 $ 395 $ 2,370 $ 8,601 The valuation allowance increased by $5,832 in 2018, increased by $2,765 in 2017, which was mostly related to the changes in our deferred tax asset balances. The 2018 increase in the valuation allowance was due to $10,317 related to the current year loss, tax credits, foreign exchange and other activity, offset by $4,485 decrease for release of valuation allowance related to the deferred tax liabilities charged to equity. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 15. Commitments and Contingencies Legal proceedings In the normal course of business, the Company may become involved in legal disputes regarding various litigation matters. In the opinion of management, any potential liabilities resulting from such claims would not have a material effect on the financial statements. Lease commitments The Company leases various facilities, under non-cancelable Under the terms of the operating lease agreements, the Company is responsible for certain insurance and maintenance expenses. The Company records rent expense on a straight-line basis over the terms of the underlying leases. Rent expense for the year ended December 31, 2018 was $745 (2017 – $175 and 2016 – $0). In February 2018, High Park Holdings, Ltd. entered into an operating lease to finance its expansion of production operations in London, Ontario, Canada. Aggregate future minimum rental payments under all non-cancelable Operating Leases Capital Leases December 31, December 31, 2018 2017 2018 2017 2019 $ 916 $ 46 $ 733 $ 772 2020 857 15 733 772 2021 727 — 733 772 2022 589 — 733 772 2023 510 — 183 579 Thereafter 1,372 — — — $ 4,971 $ 61 $ 3,115 $ 3,667 Purchase commitments In December 2018, the Company signed an agreement with Rose Lifescience, Inc., for distribution and marketing of the Company’s product in Quebec in exchange for minimum fees of $500 per annum for an initial term of five years. |
Business Combinations
Business Combinations | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Business Combinations [Abstract] | ||
Business Combinations | 15. Business Combinations Acquisition of Manitoba Harvest On February 28, 2019, the Company completed the acquisition of all issued and outstanding shares of FHF Holdings Ltd. (“Manitoba Harvest”). Manitoba Harvest develops and distributes a diverse portfolio of hemp-based natural food and wellness products and enables the Company to expand into the growing cannabidiol (“CBD”) product market in the United States. During the three months ended June 30, 2019, the Company revised the preliminary purchase price of the acquisition of Manitoba Harvest to reflect the finalization of the working capital adjustment paid in the quarter. The revised purchase price is calculated as follows: February 28, 2019 Cash paid on closing $ 114,591 Cash payable six months after closing 37,490 Class 2 common stock issued on closing (1) 96,844 Class 2 common stock issuable six months after closing (1) 31,866 Working capital adjustment 274 Contingent consideration 29,207 Total fair value of consideration transferred $ 310,272 (1) 1,209,946 shares of Class 2 common stock were issued on closing. The amount of Class 2 common stock issuable six months after closing will be the determined in accordance with the Manitoba Harvest acquisition agreement based on the trading price of the shares. As part of the acquisition of Manitoba Harvest, the Company entered into a contingent consideration arrangement whereby the Company may pay a maximum of $37,129 ($49,000 CAD) payable in Class 2 common stock. The payment amount is based on gross branded CBD product sales in the United States for the period from January 1, 2019 to December 31, 2019. The estimated fair value of the contingent consideration is recorded within accrued expenses and other current liabilities. The contingent consideration was valued using a probability-weighted discounted cash flow model based on internal forecasts and the estimated cost of debt for the Company. The contingent consideration is reassessed and adjusted to fair value each quarter through other (income) expense, net. The fair value of contingent consideration increased $547 from the closing date to June 30, 2019 due to the passage of time. The following table summarizes the Company’s revised preliminary allocation of the purchase price to assets acquired and liabilities assumed at the acquisition date. During the three months ended June 30, 2019, this resulted in a $20 increase in inventory, $47 increase in property and equipment, $76 increase in developed technology, $456 increase in customer relationships, $321 increase in accounts payable, $147 decrease in accrued expenses and other current liabilities, $321 decrease in accrued obligations under capital lease, $160 increase in deferred tax liability, and $312 decrease in goodwill. The final purchase price allocation will be adjusted as needed, pending the finalization of estimates and assumptions used in valuing property and equipment, intangible assets, and deferred tax liability, among other identifiable assets acquired and liabilities assumed, and will be finalized no later than one year after the acquisition date. February 28, 2019 Assets Cash and cash equivalents $ 5,534 Accounts receivable 6,207 Inventory 15,331 Prepaid expenses and other current assets 1,030 Property and equipment 23,581 Intangible assets: Estimated useful life Trademarks Indefinite 54,688 Developed technology 10 years 6,988 Customer relationships 14-16 134,290 Goodwill 127,681 Total assets 375,330 Liabilities Accounts payable 4,973 Accrued expenses and other current liabilities 4,911 Deferred tax liability 55,174 Total liabilities 65,058 Net assets acquired $ 310,272 The Company incurred acquisition costs of $1,328 for the acquisition of Manitoba Harvest. The goodwill of $127,681 is attributable factors such as market share, reputation with customers and vendors, and the skilled workforce of Manitoba Harvest. Goodwill is not deductible for tax purposes. The gross contractual amount of receivables is $6,340, of which approximately $133 is not expected to be collected. The financial results of Manitoba Harvest are included in the Company’s financial statements since acquisition close. The Consolidated Statements of Net Loss and Comprehensive Loss include revenue of $19,895 and $25,516, and net loss of $2,692 and $4,868 of Manitoba Harvest for the three and six months ended June 30, 2019, respectively. Acquisition of Natura On February 15, 2019, the Company acquired the remaining 97% issued and outstanding shares of Natura Naturals Holdings Inc. (“Natura”). Natura is licensed to cultivate and produce medical cannabis, expanding the Company’s capacity to supply high-quality branded cannabis products to the Canadian market. The preliminary purchase price is calculated as follows: February 15, 2019 Cash paid on closing $ 15,252 Class 2 common stock issued on closing (1) 15,100 Contingent consideration 20,007 Fair value of previously held interest (2) 1,565 Effective settlement of pre-existing (3) 2,308 Total fair value of consideration transferred $ 54,232 (1) 180,332 shares of Class 2 common stock issued on closing. (2) The fair value of the Company’s investment in Natura on the acquisition date was determined based on the fair value of total consideration transferred and reflected book value on the acquisition date. (3) The Company held $3,000 CAD convertible debt of Natura at the acquisition date. On acquisition, this debt and related accrued interest was effectively settled. As part of the acquisition of Natura, the Company entered into a contingent consideration arrangement whereby the Company issued promissory notes with an aggregate principal amount of $26,205 ($34,500 CAD). The ultimate payment amounts are based on production levels of consumer grade dry finished cannabis flower from Natura facilities during four periods from February 1, 2019 to January 31, 2020 and are payable in shares of Class 2 common stock. The estimated fair value of the contingent consideration is recorded within accrued expenses and other current liabilities. The contingent consideration on the acquisition date was valued using a discounted cash flow analysis based on internal forecasts projected using a Monte Carlo simulation model, an expected quarterly production distribution function, and a weighted average cost of capital adjusted to account for revenue risk derived at February 15, 2019. The contingent consideration is reassessed and adjusted to fair value each quarter though other (income) expense, net, valued using a probability-weighted discounted cash flow model based on internal forecasts and the estimated cost of debt for the Company. The fair value of contingent consideration decreased $580 from the closing date to June 30, 2019 due to the passage of time and actual results to date. The following table summarizes the Company’s revised preliminary allocation of the purchase price to assets acquired and liabilities assumed at the acquisition date. During the three months ended June 30, 2019, this resulted in a $211 decrease in property and equipment, $378 decrease in cultivation license, $189 decrease in supply contract, $4,319 decrease in deferred tax liability and $3,541 decrease in goodwill. The final purchase price allocation will be adjusted as needed, pending the finalization of estimates and assumptions used in valuing property and equipment, intangible assets, and deferred tax liability, among other identifiable assets acquired and liabilities assumed, and will be finalized no later than one year after the acquisition date. February 15, 2019 Assets Cash and cash equivalents $ 169 Accounts receivable 109 Inventory 3,482 Prepaid expenses and other current assets 166 Property and equipment 17,435 Intangible assets: Estimated useful life Cultivation license Indefinite 10,494 Supply contract 3 years (1) 2,340 Goodwill 24,830 Total assets 59,025 Liabilities Accounts payable 3,280 Accrued expenses and other current liabilities 876 Deferred tax liability 637 Total liabilities 4,793 Net assets acquired $ 54,232 (1) The estimated useful life of the supply contract intangible asset is 3 years. Amortization of the asset will commence once supply commences. The Company incurred acquisition costs of $824 for the acquisition of Natura. The goodwill of $24,830 is attributable factors such as strong supply chain, quality of products and the skilled workforce of Natura. Goodwill is not deductible for tax purposes. The financial results of Natura are included in the Company’s financial statements since acquisition close. The Consolidated Statements of Net Loss and Comprehensive Loss include revenue of $5,835 and $8,131, and net earnings of $1,305 and net loss of $515 of Natura for three and six months ended June 30, 2019, respectively. Supplemental Pro Forma Information (unaudited) The unaudited pro forma information for the periods set forth below gives effect to the acquisitions of Manitoba Harvest and Natura as if the acquisitions had occurred as of January 1, 2018. This pro forma information is presented for informational purposes only and is not necessarily indicative of the results of operations that actually would have been achieved had the acquisitions been consummated as of that time: Six months ended 2019 2018 Revenue $ 79,707 $ 54,070 Net loss (68,182 ) (23,856 ) Net loss per share – basic and diluted (0.71 ) (0.31 ) | 16. Acquisitions Acquisition of Alef In October 2018, the Company acquired Alef, a privately held company, which is an existing import and distribution partner. With this acquisition, the Company expanded its reach to the South American markets, and is now Tilray Latin America, a subsidiary of Tilray, Inc. The total consideration paid was $2,893, comprising of $2,855 of Company’s Class 2 common stock, of which $736 is held in escrow and cash consideration of $38. The transaction was accounted for as an asset acquisition, as it did not constitute a business as defined in ASC 805 Business Combinations. The escrow consideration has not been released as of the issuance date of these financial statements because the 12 months have not elapsed. The Company notes that the cost of a group of assets acquired in an asset acquisition shall be allocated to the individual assets acquired or liabilities assumed based on their relative fair values. Part of the asset acquisition included Alef’s cannabis license, $2,984, which has been recognized as intangible asset. The consideration includes a contingent component based upon the achievement of certain milestones. The contingent consideration will be recognized when the milestones will be reached. |
Financial Instruments
Financial Instruments | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Investments, All Other Investments [Abstract] | ||
Financial Instruments | 16. Financial Instruments Credit risk Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company’s cash and cash equivalents, accounts receivable and short-term investments. The Company’s cash and cash equivalents are deposited in major financial institutions in Canada, Australia, Portugal, Germany, Netherlands and the United States. To date, the Company has not experienced any losses on its cash deposits. Accounts receivable are unsecured and the Company does not require collateral from its customers. The Company is also exposed to credit risk from the potential default by any of its counterparties on its financial assets. The Company evaluates the collectability of its accounts receivable and provides an allowance for potential credit losses as necessary. As of June 30, 2019 and December 31, 2018, the Company was not exposed to any significant credit risk related to counterparty performance of outstanding accounts receivable. Foreign currency risk As the Company conducts its business in many areas of the world involving transactions denominated in a variety of currencies, the Company is exposed to foreign currency risk. A significant portion of the Company’s assets, revenue, and expenses are denominated in Canadian dollars. A 10% change in the exchange rates for the Canadian dollar would affect the carrying value of net assets by approximately $2,299 as of June 30, 2019, with a corresponding impact to accumulated other comprehensive income. Liquidity risk The Company’s objective is to have sufficient liquidity to meet its liabilities when due. The Company monitors its cash balances and cash flows generated from operations to meet its requirements. As of June 30, 2019, the most significant financial liabilities are Convertible Notes, contingent consideration, accounts payable and accrued expenses. | 17. Financial Instruments Credit risk Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company’s cash and cash equivalents, accounts receivable and short-term investments. The Company’s cash and cash equivalents are deposited in major financial institutions in Canada, Australia, Portugal, Germany, Netherlands and the United States. To date, the Company has not experienced any losses on its cash deposits. Accounts receivable are unsecured and the Company does not require collateral from its customers. The Company is also exposed to credit risk from the potential default by any of its counterparties on its financial assets. The Company evaluates the collectability of its accounts receivable and provides an allowance for potential credit losses as necessary. As at December 31, 2018 and December 31, 2017, the Company is not exposed to any significant credit risk related to counterparty performance of outstanding accounts receivable. Foreign currency risk As the Company conducts its business in many areas of the world involving transactions denominated in a variety of currencies, the Company is exposed to foreign currency risk. A significant portion of the Company’s assets, revenue, and expenses are denominated in the Canadian dollar. A 10% change in the exchange rates for the Canadian dollar would affect the carrying value of net assets by approximately $2,817 as of December 31, 2018, with a corresponding impact to accumulated other comprehensive income. As at December 31, 2018 the Company had foreign currency loss (gain), net of $7,234. This amount was primarily related to the translation of cash and cash equivalents and short-term investments on the Consolidated Balance Sheets. 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 at December 31, 2018 and December 31, 2017, the most significant financial liabilities are accounts payable and debt facilities due to Privateer Holdings, Convertible Senior Notes Due 2023, current portion of long-term debt and accounts payable and accrued liabilities. |
Related-Party Transaction
Related-Party Transaction | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Related Party Transactions [Abstract] | ||
Related-Party Transaction | 17. Related-Party Transactions The Company was a wholly owned subsidiary of Privateer Holdings, Inc. (“Privateer”) prior to its Series A preferred stock financing and initial public offering. As of June 30, 2019, Privateer holds more than 10% of the Company’s outstanding shares of Class 2 common stock and holds 100% of the Company’s Class 1 common stock. During the three months ended June 30, 2019, the Company assumed a real estate operating lease upon assignment from Privateer. In connection with this lease, the Company reimbursed Privateer $2,070 for leasehold improvements at cost and $1,000 for the security deposit held by the landlord at cost, recorded within property and equipment and deposits and other assets, respectively, on the Condensed Consolidated Balance Sheets as of June 30, 2019. Privateer management fees Management services charged by Privateer for services performed include management services, support services, business development services and research and development services recorded in operating expenses for the three and six months ended June 30, 2019 in the amounts of nil and $106, respectively (2018 – $233 and $417). Depending on the nature of the services performed, these expenses are included within general and administrative expenses, sales and marketing expenses or research and development expenses in the Consolidated Statements of Net Loss and Comprehensive Loss. Pursuant to the Company’s agreement with Privateer entered in February 2018 and terminated in February 2019, personnel compensation was charged at cost plus a 3.0% markup and other services at cost. As of June 30, 2019, no amounts were recorded within accounts payable for management services due to Privateer (December 31, 2018 – $3,878). Ten Eleven management fees In February 2019, the Company entered into a management agreement with Ten Eleven Management LLC dba Privateer Management (“Ten Eleven”), pursuant to which Ten Eleven provides the Company with certain general administrative and corporate services on an as-requested | 18. Related-Party Transaction In the normal course of business, the Company enters into related party transactions with Privateer Holdings and its subsidiaries, including certain debt facilities and charge for services provided by executives and employees of Privateer Holdings. The various components of the Privateer Holdings debt facilities which represents the related-party balances outstanding are as follows: As of December 31, 2018 2017 Privateer Holdings credit facility $ — $ 24,700 Privateer Holdings construction facility — 6,395 Privateer Holdings start-up — 1,731 Total $ — $ 32,826 Privateer Holdings credit facility Effective January 1, 2016, Tilray Canada, Ltd. entered into an agreement with Privateer Holdings for a demand revolving credit facility in an aggregate principal amount not to exceed $25,000. As of December 31, 2017, the facility bore interest at a floating rate of 2.54%, reset annually based on the mid-term Effective April 1, 2018, Tilray, Inc. entered into an agreement with Privateer Holdings for a demand revolving credit facility in an aggregate principal amount not to exceed $7,000. The facility bears interest at a floating rate of 2.62%. The interest rate resets annually based on the mid-term For the fiscal year ended December 31, 2018, the Company recognized $567 (2017 – $548 and 2016 – $992) in interest expense related to the Privateer Holdings credit facility. Privateer Holdings construction facilities: High Park Farms, Ltd. construction facility Effective November 1, 2017, High Park Farms, Ltd. entered into an agreement with Privateer Holdings for a demand revolving construction facility in an aggregate principal amount not to exceed $10,000 to be used for the construction of its facility in Enniskillen, Ontario, Canada. Beginning January 1, 2018, the facility bears interest at a floating rate of 2.54%, reset annually based on the mid-term Tilray Canada, Ltd. construction facility Effective December 1, 2017, Tilray Canada Ltd. entered into an agreement with Privateer Holdings for a demand construction facility of $1,000. The proceeds of the facility were to be used to fund capital expenditures for Tilray Canada, Ltd. and its affiliated company, High Park Farms, Ltd. Beginning January 1, 2018, the facility bears interest at a floating rate of 2.54%, reset annually based on the mid-term Privateer Holdings start-up As part of the Company’s strategic initiatives to expand into additional geographic locations, Privateer Holdings provided the Company with initial working capital funding in the form of non-interest-bearing Year ended 2018 2017 Tilray Deutschland GmbH $ — $ 1,340 Tilray Portugal Unipessoal, Lda. — 105 Other — 286 $ — $ 1,731 In July 2018, the Company repaid $36,940 of the outstanding Privateer Holdings debt facility, which included repayment of the Privateer Holdings credit facility, Privateer Holdings construction facility and the Privateer Holdings start-up Privateer Holdings management services Prior to the repayment of the credit facility, accrued management fees charged by Privateer Holdings for services performed, including management services, support services, business development services and research and development services were included in the credit facility and reported within Privateer Holdings debt facility. Following the repayment of the credit facilities, and due to the change in nature of the relationship with Privateer Holdings, management services are reported under accounts payable. Management services owed to Privateer Holdings in accounts payable during the year ended December 31, 2018 was $3,878 (2017 – $3,397) and were included in operating expenses. Amounts for the provision of management and support services are charged at cost based on the compensation of the respective employees of Privateer Holdings, which is estimated from the time devoted to the Company. Business development and research and development services are charged at cost plus a 9% markup. In February 2018, the Company entered into an agreement with Privateer Holdings, pursuant to which Privateer Holdings provides the Company with certain general administrative and corporate services on an as-requested mid-term Leafly Holdings, Inc. (“Leafly”) operational expenses The Company pays on behalf of Leafly, previously a wholly owned subsidiary of Privateer Holdings, certain operational expenses and vice-versa. These payments are then recharged to company that incurred the expense. Such payments made during the year are deemed immaterial. Docklight LLC (“Docklight”) royalty and management services The Company pays Docklight, previously a wholly owned subsidiary of Privateer Holdings, a royalty fee for using their branding on company products. The royalty fees paid during the year are deemed immaterial. Additionally, the Company receives management services from Docklight, for which the Company is charged management fees. The management service fees paid during the year are deemed immaterial. |
Business Segment Information
Business Segment Information | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Segment Reporting [Abstract] | ||
Business Segment Information | 18. Business Segment Information Segment reporting is prepared on the same basis that the Company’s Chief Executive Officer, who is the Company’s chief operating decision maker, manages the business, makes operating decisions and assesses performance. Management has determined that the Company operates in one segment: the development and sale of cannabis products. Revenue for the three and six months ended June 30, 2019 includes $3,862 and $5,776, respectively, of excise taxes. There was no excise tax for the comparative periods in 2018. Sources of revenue were as follows: Three months ended June 30, Six months ended June 30, 2019 2018 2019 2018 Dried cannabis $ 21,866 $ 5,246 $ 32,802 $ 9,869 Cannabis extracts 3,899 4,439 10,353 7,545 Food products 19,935 — 25,517 — Accessories and other 204 59 270 138 Total $ 45,904 $ 9,744 $ 68,942 $ 17,552 Revenue attributed to geographic region based on the location of the customer was as follows: Three months ended June 30, Six months ended June 30, 2019 2018 2019 2018 Canada $ 30,329 $ 9,399 $ 47,331 $ 17,012 United States 10,730 — 14,955 — Other countries 4,845 345 6,656 540 Total $ 45,904 $ 9,744 $ 68,942 $ 17,552 Long-lived assets consisting of property and equipment, net of accumulated depreciation, attributed to geographic regions based on their physical location were as follows: June 30, 2019 December 31, 2018 Canada $ 121,494 $ 64,687 Portugal 23,462 15,455 United States 2,497 — Other countries 105 72 Total $ 147,558 $ 80,214 Three customers accounted for 15%, 11%, and 10% of our revenue, respectively, for the three months ended June 30, 2019. Two customers accounted for 13% and 11% of our revenue, respectively, for the six months ended June 30, 2019. One customer accounted for 36% and 31% of the Company’s revenue for the three and six months ended June 30, 2018, respectively. One customer accounted for 16% of our accounts receivable balance as of June 30, 2019. Two customers accounted for 30% and 16%, respectively, of our accounts receivable balance as of December 31, 2018. | 19. Business Segment Information Segment reporting is prepared on the same basis that the Company’s Chief Executive Officer, who is the Company’s Chief Operating Decision Maker, manages the business, makes operating decisions and assesses performance. Management has determined that the Company operates in one segment: the development and sale of cannabis products. Sources of revenues were as follows: Year Ended December 31, 2018 2017 2016 Dried Cannabis $ 21,674 $ 16,260 $ 11,324 Cannabis extracts 21,179 3,965 1,107 Accessories and other 277 313 213 Total $ 43,130 $ 20,538 $ 12,644 Revenues attributed to a geographic region based on the location of the customer were as follows: Year Ended December 31, 2018 2017 2016 Canada $ 40,209 $ 19,775 $ 12,644 Other countries 2,921 763 — Total $ 43,130 $ 20,538 $ 12,644 Long-lived assets consisting of property and equipment, net of accumulated depreciation, attributed to geographic regions based on their physical location were as follows: December 31, 2018 2017 Canada $ 64,687 $ 39,086 Portugal 15,455 — Other countries 72 899 Total $ 80,214 $ 39,985 Major Customers The company sells products through a limited number of major customers. Major customers are defined as customers that each individually accounted for greater than 10% of the Company’s annual revenues and greater than 10% of accounts receivable as noted below. We had one customer that accounted for 24% of our revenue for the year ended December 31, 2018. No one customer accounted for greater than 10% of our revenue in 2017 or 2016, respectively. We had two customers that accounted for 16% and 30% of our accounts receivable balance as of December 31, 2018. No one customer accounted for greater than 10% of our accounts receivable in 2017. |
Quarterly Financial Data (unaud
Quarterly Financial Data (unaudited) | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Data (unaudited) | 20. Quarterly Financial Data (unaudited) The following table contains selected quarterly data for 2018 and 2017. The information should be read in conjunction with the Company’s financial statements and related notes included elsewhere in this report. The Company believes that the following information reflects all normal recurring adjustments necessary for a fair presentation of the information for the periods presented. The operating results for any quarter are not necessarily indicative of results for any future period. Quarterly Financial Data (in thousands, except per share data): Three months ended March 31, June 30, September 30, December 31, 2018 Revenue $ 7,808 $ 9,744 $ 10,047 $ 15,531 Gross Margin 3,896 4,177 3,068 3,134 Operating Loss (3,740 ) (10,990 ) (20,012 ) (22,908 ) Net loss (5,181 ) (12,833 ) (18,699 ) (31,010 ) Net loss per share – basic and diluted $ (0.07 ) $ (0.17 ) $ (0.21 ) $ (0.33 ) 2017 Revenue $ 5,027 $ 4,992 $ 5,406 $ 5,113 Gross Margin 2,768 2,708 2,967 2,934 Operating Loss (388 ) (2,316 ) (2,182 ) (2,612 ) Net loss (679 ) (2,435 ) (1,767 ) (2,928 ) Net loss per share – basic and diluted $ (0.01 ) $ (0.01 ) $ (0.02 ) $ (0.04 ) |
Subsequent Event
Subsequent Event | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Subsequent Events [Abstract] | ||
Subsequent Event | 19. Subsequent Event Acquisition of Smith & Sinclair On July 11, 2019, the Company acquired all issued and outstanding shares of Smith & Sinclair Ltd., which crafts edible candies, cocktails and fragrances in the United Kingdom and enables the Company to develop CBD-infused | 21. Subsequent Events Acquisitions In February 2019, the Company acquired all issued and outstanding shares of FHF Holdings Ltd. (“Manitoba Harvest”), a hemp and natural foods producer based in Winnipeg, Manitoba, for up to $319,000 ($419,000 CAD), subject to certain revenue milestones. Manitoba Harvest distributes its products to over 16,000 retail locations in the U.S. and Canada. The acquisition will expand the Company’s product portfolio into the natural foods category and bring Manitoba Harvest’s expertise in working with cannabinoids, including cannabidiol (CBD), to Tilray. Given the timing of the transaction, the Company is in process of determining our estimate of fair value and purchase price allocation. In February 2019, the Company acquired all issued and outstanding shares of Natura Naturals Holdings Inc. (“Natura”) for up to $53,400 ($70,000 CAD), subject to certain cultivation milestones. Natura, through a wholly owned subsidiary located in Leamington, Ontario, is a licensed cultivator under the Cannabis Act |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 6 Months Ended |
Jun. 30, 2019 | |
Text Block [Abstract] | |
Prepaid Expenses and Other Current Assets | 5. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets is comprised of the following items: June 30, December 31, Deposits $ 26,885 $ 1,511 Prepaid expenses 8,201 1,496 Other current assets 1,547 — Total $ 36,633 $ 3,007 Deposits include prepayments on future purchases of inventory to secure supply. |
Goodwill
Goodwill | 6 Months Ended |
Jun. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | 8. Goodwill The following table shows the change in carrying amount of goodwill: Balance December 31, 2018 $ — Acquisition of Manitoba Harvest 127,681 Acquisition of Natura 24,830 Foreign currency translation adjustment 2,443 Balance June 30, 2019 $ 154,954 |
ABG Profit Participation Arrang
ABG Profit Participation Arrangement | 6 Months Ended |
Jun. 30, 2019 | |
Text Block [Abstract] | |
ABG Profit Participation Arrangement | 14. ABG Profit Participation Arrangement On January 14, 2019, the Company entered into a Profit Participation Arrangement with ABG Intermediate Holdings 2, LLC (“ABG”) that offers the Company: (i) participation rights in up to 49% of the net (i.e. post-expense) cannabis revenues from certain existing ABG brands in perpetuity, (ii) guaranteed minimum receipt of $10,000 annually for ten years (prorated based on total consideration paid to ABG) in quarterly payments for participation rights, (iii) preferred supplier rights of all cannabinoid ingredients for products under cannabis-related licenses of certain existing ABG brands in perpetuity, (iv) preferred royalty rates for the Company to license and develop cannabis products for certain existing ABG brands, and (v) first negotiation and matching rights related to participation rights in net cannabis revenues for any additional brands acquired by ABG after entering into the Profit Participation Arrangement. As consideration for this arrangement, the Company issued 840,107 shares of Class 2 common stock and paid $20,000 in cash in January 2019, paid $13,333 in cash in February 2019, and issued 840,107 shares of Class 2 common stock in March 2019. Under the terms of the arrangement, the Company shall pay $83,333, in a combination of Class 2 common stock and up to $16,667 in cash at ABG’s election, upon certain triggers relating to the regulatory status of tetrahydrocannabinol (“THC”) in the United States or receipt of $5,000 in participation rights distributions from cannabis products containing THC outside the United States, in accordance with terms outlined in the arrangement. The Company will record a liability related to this contingent payment when the triggers are met and the consideration becomes payable. Since the arrangement conveys a right for the Company to receive guaranteed minimum cash from ABG over ten years, it meets the definition of a loan pursuant to ASC 310 “Receivables” . non-current paid-in paid-in As of June 30, 2019, the Company recorded intangible assets with indefinite life in the amount of $119,366 for the participation rights, preferred supplier rights, and preferred royalty rights under the Profit Participation Arrangement, as described above. The cost of these intangible assets was calculated using the fair value of the cash paid and shares issued, less the fair value attributable to the loan described above. During the three months ended June 30, 2019, the Company reversed the deferred tax liability of $31,730 that should not be recorded as part of these intangible assets. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Accounting Policies [Abstract] | ||
Basis of Presentation | Basis of presentation The accompanying unaudited condensed consolidated financial statements (the “financial statements”) reflect the accounts of Tilray, Inc. and its wholly owned subsidiaries (collectively “Tilray”, the “Company”, “we”, “our”, or “us”). The financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”) for interim financial information. Accordingly, these financial statements do not include all the information and footnotes required for annual financial statements and should be read in conjunction with the audited consolidated financial statements included in the Company’s annual report on Form 10-K These financial statements reflect all adjustments, consisting solely of normal recurring adjustments, which, in the opinion of management, are necessary for a fair presentation of the Company’s financial position and results of operations. The results of operations for the three and six months ended June 30, 2019 and 2018 are not necessarily indicative of results that can be expected for the full year. The Condensed Consolidated Statement of Net Loss and Comprehensive Loss for the three and six months ended June 30, 2018 were reclassified to conform to the current year’s presentation. Specifically, depreciation and amortization expense as well as acquisition and integration expenses, which were formerly presented as part of general and administrative expenses, are now presented separately. Other than as described below, there have been no changes to our significant accounting policies described in our Annual Financial Statements that had a material impact on our financial statements and related notes. | Basis of presentation The accompanying consolidated financial statements (the “financial statements”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). To the extent relevant, the financial statements include expense allocations for certain corporate functions historically provided by Privateer Holdings. The assumptions underlying the financial statements, including the assumptions regarding allocated expenses, reasonably reflect the utilization of services provided to or the benefit received by the Company during the periods presented. The allocations may not however reflect the expenses the Company has incurred or will incur as a stand-alone company for the periods presented. Actual costs that may have been incurred if the Company had been a stand-alone company would depend on a number of factors, including the chosen organizational structure, which functions were outsourced or performed by employees and strategic decisions made in areas such as treasury, information technology, financial reporting and oversight. The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, as modified by the Jumpstart Our Business Start-ups |
Significant Estimates and Judgments | Significant estimates and judgments The preparation of the Company’s financial statements requires management to make estimates, assumptions and judgments that affect the reported amounts of revenue, expenses, assets, liabilities, accompanying disclosures and the disclosure of contingent liabilities. These estimates and judgments are subject to change based on experience and new information. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amounts of assets or liabilities affecting future periods. Estimates and judgments are reviewed on an ongoing basis. Revisions to estimates are recognized prospectively. Financial statement areas that require significant estimates and judgments are as follows: Business combinations – The Company uses judgment in applying the acquisition method of accounting for business combinations and estimates to value identifiable assets and liabilities at the acquisition date. Estimates are used to determine cash flow projections, including the period of future benefit, and future growth and discount rates, among other factors. The values allocated to the acquired assets and liabilities assumed affect the amount of goodwill recorded on acquisition. Fair value is typically estimated using the present value of future discounted cash flows, an income approach. Significant estimates in the discounted cash flow model primarily include the discount rate, rates of future revenue growth and profitability of the acquired business, and working capital effects. The discount rate considers the relevant risk associated with business-specific characteristics and the uncertainty related to the ability to achieve the projected cash flows. These estimates and the resulting valuations require significant judgment. Contingent consideration – Contingent consideration is subject to measurement uncertainty as the financial impact will only be confirmed by the outcome of a future event. The assessment of contingent consideration involves a significant amount of judgment, including determining a reliable estimate of the amount of cash outflow required to settle the obligation based on significant unobservable inputs as well as estimates around the probability and timing of satisfying the future events on which the contingent consideration is based. Asset impairment – Asset impairment tests require the allocation of assets to asset groups, which requires significant judgment and interpretation with respect to the integration between the assets and shared resources. Asset impairment tests require the determination of whether there is an indication of impairment. The assessment of whether an indication of impairment exists is performed at the end of each reporting period and requires the application of judgment, historical experience, and external and internal sources of information. Stock-based payments – Stock-based payment transactions are measured and recognized based on estimated fair value, which requires judgment in determining the appropriate valuation model and assumptions, including discount for shares not registered with the Securities Exchange Commission (“SEC”) subject to transfer restrictions. Imputed interest for loans receivable – In connection with the loans obtained as part of the ABG Profit Participation Arrangement, judgment is required to estimate the prevailing market interest rate at each time a loan is issued. | Use of estimates The preparation of the financial statements in conformity with U.S. GAAP requires management to make judgments, estimates and assumptions that affect the reported amounts in the financial statements and accompanying notes. Actual results may differ from these estimates. Key estimates in these financial statements include the allowance for doubtful accounts, inventory write-downs, capitalization of internally developed software costs, estimated useful lives of property, plant and equipment and intangible assets, valuation allowance on deferred income tax assets, fair value of stock options granted under Privateer Holdings’ equity-based compensation plan (the “Original Plan”) and the new 2018 Equity Incentive Plan (the “New Plan”) and the fair value of the Convertible Senior Notes due 2023 (“Convertible Notes”) and equity component. |
Foreign Currency | Foreign currency These financial statements are presented in the United States dollar (“USD”), which is the Company’s reporting currency. Functional currencies for the entities in these financial statements are their respective local currencies, including the Canadian dollar (“CAD”), Australian dollar, Chilean Peso and the Euro. The assets and liabilities of each entity are translated to USD at the exchange rate in effect as at December 31, 2018 and 2017. Certain transactions affecting the stockholders’ equity (deficit) are translated at historical foreign exchange rates. The statements of net loss and comprehensive loss and statements of cash flows are translated to USD applying the average foreign exchange rate in effect during the reporting period. The resulting translation adjustments are included in other comprehensive loss. Monetary assets and liabilities denominated in foreign currencies are translated to the functional currency by applying the foreign exchange rate in effect at the balance sheet date. Revenues and expenses are translated using the average foreign exchange rate for the reporting period. Realized and unrealized foreign currency differences are recognized in the statement of net loss and comprehensive loss. | |
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 reported periods. 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 dilutive potential 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 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 December 31, 2018, there were 7,902,263 common share equivalents with potential dilutive impact. 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. There were no common share equivalents that would have a dilutive impact in 2016 and 2017. | |
Cash and Cash Equivalents | Cash and cash equivalents Cash and cash equivalents are comprised of cash and highly liquid investments that are readily convertible into known amounts of cash with original maturities of three months or less. Cash and cash equivalents include amounts held primarily in U.S. dollar, Canadian dollar, Euro, Australian dollar, Chilean peso, corporate bonds, commercial paper, treasury bills and money market funds. | |
Investments | Investments Investments consist of treasury bills and equity securities. Equity securities generally consist of securities that represent ownership interests in an enterprise for which do not have significant influence or a controlling interest. The Company’s investments are classified as available-for-sale Available-for-sale Securities classified as available-for-sale available-for-sale, held-to-maturity Net realized gains and losses on investments are determined in accordance with the specific identification method. Cost method investments Equity securities for which the fair value is not readily determinable are carried at cost. Distributions from the equity security are recognized as income dividend when received. An impairment charge is recorded if the carrying amount of the investment exceeds its fair value and determined to be other-than-temporary. | |
Fair Value Measurements | Fair value measurements The carrying value of the Company’s accounts receivable, other receivables, accounts payable, accrued expenses and other current liabilities approximate their fair value due to their short-term nature. Investments classified as available-for-sale Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In estimating the fair value of an asset or a liability, the Company takes into account the characteristics of the asset or liability if market participants would take those characteristics into account when pricing the asset or liability at the measurement date. | |
Inventory | Inventory Inventory is comprised of raw materials, finished goods and work-in-progress pre-harvested by-products Inventory is stated at the lower of cost or net realizable value, determined using weighted average cost. Cost includes expenditures directly related to manufacturing and distribution of the products. Primary costs include raw materials, packaging, direct labor, overhead, shipping and the depreciation of manufacturing equipment and production facilities determined at normal capacity. Manufacturing overhead and related expenses include salaries, wages, employee benefits, utilities, maintenance and property taxes. Net realizable value is defined as the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. At the end of each reporting period, the Company performs an assessment of inventory obsolescence to measure inventory at the lower of cost or net realizable value. Factors considered in the determination of obsolescence include slow-moving or non-marketable | |
Property and Equipment | Property and equipment Property and equipment are recorded at cost net of accumulated depreciation. Assets held under capital leases are capitalized at the commencement of the lease at the lower of the present value of minimum lease payments at the inception of the lease or fair value. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. The estimated useful life of buildings is 20 years and the estimated useful life of property and equipment, other than buildings, ranges from three to seven years. Land is not depreciated. Leasehold improvements are amortized over the lesser of the asset’s estimated useful life or the remaining lease term. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the respective accounts and any related gain or loss is recognized. Maintenance and repairs are charged to expense as incurred. Significant expenditures, which extend the useful lives of assets or increase productivity, are capitalized. When significant parts of an item of property and equipment have different useful lives, they are accounted for as separate items or components of property and equipment. Construction in progress includes construction progress payments, deposits, engineering costs, interest expense for debt financing on long-term construction projects and other costs directly related to the construction of the facilities. Expenditures are capitalized during the construction period and construction in progress is transferred to the relevant class of property and equipment when the assets are available for use, at which point the depreciation of the asset commences. | |
Intangible Assets | Intangible assets The Company records intangible assets acquired at cost, net of accumulated amortization and accumulated impairment losses, if any. Cost is measured based on the fair values of cash consideration paid and equity interests issued. The cost of an intangible asset acquired in a business combination is its acquisition date fair value. Amortization of definite life intangible assets is calculated on a straight-line basis over the estimated useful lives of the assets as follows: Customer relationships 14 to 16 years Developed technology 10 years Website 3 years Supply contract 3 years Licenses 2 years The Company has rights under the ABG Profit Participation Arrangement, trademarks and a cultivation license with indefinite life. Intangible assets that are determined to have an indefinite life are not amortized, but tested for impairment annually or more frequently when indicators of impairment exist. If the carrying value of an individual indefinite-lived intangible asset exceeds its fair value, such individual indefinite-life intangible asset is impaired by the amount of the excess. | Intangible assets The Company capitalizes certain internal-use The estimated useful lives are reviewed at the end of each reporting period, with the effect of any changes in estimate being accounted for on a prospective basis. Intangible assets also include the license acquired as part of the acquisition of Alef Biotechnology SpA (“Alef”). The acquisition of Alef was accounted for as an asset acquisition as it did not meet the definition of a business. |
Impairment of Long-lived Assets | Impairment of long-lived assets The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. In order to determine if assets have been impaired, assets are grouped and tested at the lowest level for which identifiable independent cash flows are available (“asset group”). An impairment loss is recognized when the sum of projected undiscounted cash flows is less than the carrying value of the asset group. The measurement of the impairment loss to be recognized is based on the difference between the fair value and the carrying value of the asset group. Fair value can be determined using a market approach, income approach or cost approach. The reversal of impairment losses is prohibited. | |
Capitalization of Interest | Capitalization of interest Interest incurred relating to the construction or expansion of facilities is capitalized to the construction in progress. The Company ceases the capitalization of interest when construction activities are substantially completed and the facility is available for commercial use. | |
Leases | Leases The Company enters into various leases in conducting its business. At the inception of each lease, the Company evaluates the lease agreement to determine whether the lease is an operating or capital lease. A capital lease is a lease in which 1) ownership of the property transfers to the lessee by the end of the lease term; 2) the lease contains a bargain purchase option; 3) the lease term is equal to 75% or more of the economic life of the leased property; or 4) the present value of the minimum lease payment at the inception of the lease term equals or exceeds 90% of the fair value of the leased property. An asset and a corresponding liability are established at inception for capital leases. The capital lease assets are included in property, plant and equipment and the capital lease obligations are included in accrued obligations under capital lease. Operating lease payments are recognized as an expense on a straight-line basis over the lease term. | |
Convertible Senior Notes due 2023 | Convertible Senior Notes due 2023 The Company accounts for its Convertible Notes with a cash conversion feature in accordance with ASC 470-20 non-cash Upon repurchase of convertible debt instruments, ASC 470-20 paid-in | |
Revenue recognition | Revenue recognition The Company recognizes revenue as earned when the following four criteria have been met: (i) when persuasive evidence of an arrangement exists, (ii) the product has been delivered to a customer, (iii) the sales price is fixed or determinable, and (iv) collection is reasonably assured. Revenue is recognized net of sales incentives and returns, after discounts for the assurance program, veterans coverage program and compassionate programs. Direct-to-patient adult-use Customer loyalty awards are accounted for as a separate component of the sales transaction in which they are granted. A portion of the consideration received in a transaction that includes the issuance of an award is deferred until the awards are ultimately redeemed. The allocation of the consideration to the award is based on an evaluation of the award’s estimated fair value at the date of the transaction. The customer loyalty program was discontinued in September 2017 and all customer loyalty awards expired as at December 31, 2017. | |
Cost of Sales | Cost of sales Cost of sales represents costs directly related to manufacturing and distribution of the Company’s products. Primary costs include raw materials, packaging, direct labor, overhead, shipping and handling and the depreciation of manufacturing equipment and production facilities. Manufacturing overhead and related expenses include salaries, wages, employee benefits, utilities, maintenance and property taxes. The Company recognizes the cost of sales as the associated revenues are recognized. | |
Stock-based Compensation | Stock-based payments Fully vested, non-forfeitable - non-forfeitable paid-in | Stock-based compensation The Company measures and recognizes compensation expense for stock options and RSUs on a straight-line basis over the vesting period based on their grant date fair values. The Company estimates the fair value of stock options on the date of grant using the Black-Scholes option pricing model. The fair value of RSUs is based on the share price as at date of grant. For stock options and RSUs granted in May and June 2018, prior to the Company’s IPO, the fair value of common stock at the date of grant was determined by the Board of Directors with assistance from third-party valuation specialists. The Company estimates forfeitures at the time of grant and revises these estimates in subsequent periods if actual forfeitures differ from those estimates. The critical assumptions and estimates used in determining the fair value of stock-based compensation on the grant date are: fair value of common shares on the grant date, risk-free interest rate, share price volatility of comparable companies, and the expected term. For performance-based stock options and RSUs, the Company records compensation expense over the estimated service period once the achievement of the performance-based milestone is considered probable. At each reporting date, the Company assesses whether achievement of a milestone is considered probable, and if so, records compensation expense based on the portion of the service period elapsed to date with respect to that milestone, with a cumulative catch-up, |
Income Taxes | Income taxes The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and the tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Management makes an assessment of the likelihood that the resulting deferred tax assets will be realized. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. The Company recognizes uncertain income tax positions at the largest amount that is more likely than not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. Changes in recognition or measurement are reflected in the period in which judgment occurs. | |
New Accounting Pronouncements Not Yet Adopted | New accounting pronouncements not yet adopted In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2014-09, ASU 2015-14, ASU 2014-09 ASU 2014-09 In January 2016, the FASB issued ASU 2016-01, 825-10) 2016-01 2016-01 ASU 2016-01 In February 2016, the FASB issued ASU 2016-02, 2016-02 In June 2016, the FASB issued ASU 2016-13, 2016-13 2016-13 available-for-sale 2016-13 In August 2018, the FASB issued ASU 2018-13, 2018-13 2018-13 2018-13 | New accounting pronouncements not yet adopted In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2014-09, ASU 2015-14, ASU 2014-09 ASU 2014-09 In January 2016, the FASB issued ASU 2016-01, 825-10) 2016-01 2016-01 ASU 2016-01 In February 2016, the FASB issued ASU 2016-02, 2016-02 In March 2016, the FASB issued ASU 2016-09, 2016-09 2016-09 2016-09 In June 2016, the FASB issued ASU 2016-13, 2016-13 2016-13 2016-13 In August 2018, the FASB issued ASU 2018-13, 2018-13 2018-13 |
Emerging Growth Company Status | Emerging growth company status The Company is an emerging growth company under the JOBS Act and has elected to take advantage of the extended transition period for complying with new or revised accounting standards applicable to public companies. Because the market value of our Class 2 common stock held by non-affiliates | |
Business Combinations and Goodwill | Business combinations and goodwill The Company accounts for business combinations using the acquisition method in accordance with ASC 805 “Business Combinations,” which requires recognition of assets acquired and liabilities assumed, including contingent assets and liabilities, at their respective fair values on the date of acquisition. Any excess of the purchase consideration over the net fair value of tangible and identified intangible assets acquired less liabilities assumed is recorded as goodwill. The costs of business acquisitions, including fees for accounting, legal, professional consulting and valuation specialists, are expensed as incurred. Purchase price allocations may be preliminary and, during the measurement period not to exceed one year from the date of acquisition, changes in assumptions and estimates that result in adjustments to the fair value of assets acquired and liabilities assumed are recorded in the period the adjustments are determined. For business combinations achieved in stages, the Company’s previously held interest in the acquiree is remeasured at its acquisition date fair value, with the resulting gain or loss recorded in the Consolidated Statements of Net Loss and Comprehensive Loss. For a pre-existing The estimated fair value of acquired assets and assumed liabilities are determined primarily by using a discounted cash flow approach, with estimated cash flows discounted at a rate that the Company believes a market participant would determine to be commensurate with the inherent risks associated with the asset and related estimated cash flow streams. Contingent consideration in a business combination is remeasured at fair value each reporting period until the contingency is resolved and any change in the fair value from either the passage of time or events occurring after the acquisition date, is recorded within other (income) expense, net on the Consolidated Statements of Net Loss and Comprehensive Loss. | |
Equity Method Investments | Equity method investments Investments in entities over which the Company has significant influence but not a controlling interest are accounted for using the equity method, with the Company’s share of earnings or losses reported in (gain) loss on equity method investments on the Consolidated Statements of Net Loss and Comprehensive Loss. The equity method investment is recorded at cost, plus the Company’s share of undistributed earnings or losses. The Company assesses investment in equity method investments if there is reason to believe an impairment may have occurred including, but not limited to, ongoing operating losses, projected decreases in earnings, increases in the weighted-average cost of capital, or significant business disruptions. The significant assumptions used to estimate fair value include revenue growth and profitability, capital spending, depreciation and taxes, foreign currency exchange rates, and a discount rate. By their nature, these projections and assumptions are uncertain. If it is determined that the current fair value of an investment is less than the carrying value of the investment, the Company will assess if the shortfall is of a temporary or permanent nature and write down the investment to its fair value if it is concluded the impairment is other than temporary. | |
Impairment of Goodwill and Indefinite Life Intangible Assets | Impairment of goodwill and indefinite life intangible assets Goodwill and indefinite life intangible assets are tested for impairment annually, or more frequently when events or circumstances indicate that impairment may have occurred. As part of the impairment evaluation, the Company may elect to perform an assessment of qualitative factors. If this qualitative assessment indicates that it is more likely than not that the fair value of the indefinite-lived intangible asset or the reporting unit (for goodwill) is less than its carrying value, a quantitative impairment test to compare the fair value to the carrying value and record an impairment charge if the carrying value exceeds the fair value is conducted. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Accounting Policies [Abstract] | ||
Schedule of Consolidated Entity | Basis of consolidation These financial statements include the accounts of the following entities wholly owned by the Company as of December 31, 2018: Name of entity Date of formation Place of incorporation Tilray Canada, Ltd. September 6, 2013 British Columbia, Canada Dorada Ventures, Ltd. October 18, 2013 British Columbia, Canada High Park Farms, Ltd. February 19, 2016 British Columbia, Canada Tilray Deutschland GmbH November 3, 2016 Germany Tilray Portugal Unipessoal, Lda. April 5, 2017 Portugal Pardal Holdings, Lda. April 24, 2017 Portugal Tilray Australia New Zealand Pty. Ltd. May 9, 2017 Australia High Park Holdings, Ltd. February 8, 2018 British Columbia, Canada National Cannabinoid Clinics Pty Ltd. September 19, 2018 Australia Tilray Latin America SpA November 5, 2018 Chile Tilray Portugal II, Lda. December 11, 2018 Portugal | |
Summary of Estimated Useful Lives of Definite Life Intangible Assets | Amortization of definite life intangible assets is calculated on a straight-line basis over the estimated useful lives of the assets as follows: Customer relationships 14 to 16 years Developed technology 10 years Website 3 years Supply contract 3 years Licenses 2 years |
Investments (Tables)
Investments (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Summary of Equity Investments | The classification of investment in securities reported in long-term investments on the Condensed Consolidated Balance Sheets is summarized as follows: June 30, 2019 December 31, 2018 Investment in securities under available-for-sale $ 4,799 $ 1,845 Investment in securities under the cost method 12,262 15,066 Investment in joint venture under the equity method 6,134 — Total investment in securities $ 23,195 $ 16,911 | The following table provides a summary of the classification of our investment in equities: December 31, 2018 2017 Investments in equities under available-for-sale $ 1,845 $ — Investment in equities under the cost method 15,066 — Total investment in equities $ 16,911 $ — |
Short-term Investments [Member] | ||
Summary of Available for Sale Securities | The following table summarizes the unrealized gains and losses and estimated fair value of our short-term investments as of December 31, 2018: Cost Gross unrealized gains Gross unrealized losses Fair value Treasury bills $ 30,367 $ 32 $ 64 $ 30,335 Total $ 30,367 $ 32 $ 64 $ 30,335 | |
Long-term Investments [Member] | ||
Summary of Available for Sale Securities | The following table summarizes the unrealized gains and losses and estimated fair value of our long-term investments as of December 31, 2018: Cost Gross unrealized gains Gross unrealized losses Fair value Investment in equities $ 17,713 $ — $ 802 $ 16,911 Total $ 17,713 $ — $ 802 $ 16,911 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | ||
Schedule of Assets Measured Fair Value on Recurring Basis | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of June 30, 2019 and December 31, 2018, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value: Quoted prices Other Significant Total June 30, 2019 Cash equivalents $ 136,479 $ — $ — $ 136,479 Investments Money market fund 36,323 — — 36,323 Investment in equity securities under available-for-sale 3,669 — — 3,669 Investment in debt securities under available-for-sale — 1,130 — 1,130 Total investments 39,992 1,130 — 41,122 Contingent consideration — — (49,581 ) (49,581 ) Total $ 176,471 $ 1,130 $ (49,581 ) $ 128,020 December 31, 2018 Cash equivalents $ 203,761 $ — $ — $ 203,761 Investments Treasury bills 30,335 — — 30,335 Investment in equity securities under available-for-sale 1,163 682 — 1,845 Total investments 31,498 682 — 32,180 Total $ 235,259 $ 682 $ — $ 235,941 | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of December 31, 2018 and 2017, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. 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: Quoted prices in active markets for identical assets (Level 1) Other observable inputs (Level 2) Significant unobservable inputs (Level 3) Total December 31, 2018 Cash equivalents: Money market fund $ 33,111 $ — — $ 33,111 Corporate bonds 7,796 — — 7,796 Commercial paper 9,975 — — 9,975 Treasury bills 152,879 — — 152,879 Total cash equivalents 203,761 — — 203,761 Investments: Treasury bills 30,335 — — 30,335 Investment in equities 1,163 682 — 1,845 Total investments 31,498 682 — 32,180 Total $ 235,259 $ 682 $ — $ 235,941 |
Inventory (Tables)
Inventory (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Inventory Disclosure [Abstract] | ||
Schedule of Inventory | Inventory is comprised of the following items: June 30, 2019 December 31, 2018 Raw materials $ 14,718 $ 2,132 Work-in-process 39,142 12,812 Finished goods 21,457 1,267 Total $ 75,317 $ 16,211 | Inventory is comprised of the following items: December 31, 2018 2017 Raw materials $ 2,132 $ 163 Work-in-process 9,982 1,396 Work-in-process 2,830 30 Finished goods – dry cannabis 113 3,501 Finished goods – cannabis extracts 1,083 2,158 Finished goods – accessories 71 173 Total $ 16,211 $ 7,421 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | ||
Summary of Property and Equipment | Property and equipment, net consists of the following: June 30, December 31, Land $ 5,717 $ 4,498 Buildings and leasehold improvements 93,295 51,111 Laboratory and manufacturing equipment 22,791 6,131 Office and computer equipment 3,510 970 Assets under capital lease 10,069 9,661 Construction in process 23,642 15,343 159,024 87,714 Less: accumulated depreciation and amortization (11,466 ) (7,500 ) Total $ 147,558 $ 80,214 | Property and equipment, net consisted of the following: December 31, 2018 2017 Land $ 4,498 $ 2,547 Buildings and leasehold improvements 51,111 19,569 Laboratory and manufacturing equipment 6,131 2,815 Office and computer equipment 970 571 Assets under capital lease 9,661 9,191 Construction in process 15,343 9,872 87,714 44,565 Less: accumulated depreciation and amortization (7,500 ) (4,580 ) Total $ 80,214 $ 39,985 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Intangible Assets Net Excluding Goodwill Abstract | ||
Schedule of Intangible Assets | Intangible assets are comprised of the following items: June 30, 2019 December 31, 2018 Weighted Average Amortization Period (in years) Cost Accumulated Amortization Net Cost Accumulated Amortization Net Customer relationships 16 $ 135,147 $ 2,849 $ 132,298 $ — $ — $ — Developed technology 10 7,027 234 6,793 — — — Website 3 4,231 2,772 1,459 3,755 2,253 1,502 Alef license 2 4,086 — 4,086 2,984 — 2,984 Supply contract 3 2,368 — 2,368 — — — Cultivation license Indefinite 10,617 — 10,617 — — — Trademarks Indefinite 54,996 — 54,996 — — — Rights under ABG Profit Participation Arrangement Indefinite 119,366 — 119,366 — — — Total $ 337,838 $ 5,855 $ 331,983 $ 6,739 $ 2,253 $ 4,486 | Intangible assets are comprised of the following items: December 31, 2018 2017 Weighted Average Amortization Period (in years) Cost Accumulated Amortization Net Cost Accumulated Amortization Net Amortizing intangible assets: Website 3 $ 3,755 $ 2,253 $ 1,502 $ 2,813 $ 1,879 $ 934 Total 3,755 2,253 1,502 2,813 1,879 934 Other intangible assets: Alef license — 2,984 — 2,984 — — — Total 2,984 — 2,984 — — — Total intangible assets $ 6,739 $ 2,253 $ 4,486 $ 2,813 $ 1,879 $ 934 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Payables and Accruals [Abstract] | ||
Schedule of Accounts Payable and Accrued Expenses | Accounts payable, accrued expenses and other current liabilities are comprised of the following items: June 30, 2019 December 31, 2018 Accounts payable – trade $ 24,287 $ 9,716 Accounts payable – related parties 81 933 Total accounts payable $ 24,368 $ 10,649 Accrued interest on Convertible Notes $ 5,938 $ 5,302 Accrued payroll 7,943 3,278 Accrued legal fees 486 565 Consideration payable for acquisition of Manitoba Harvest 69,356 — Contingent consideration for acquisitions 49,581 — Other accrued expenses and current liabilities 17,984 5,673 Total accrued expenses and other current liabilities $ 151,288 $ 14,818 | Accounts payable and accrued expenses are comprised of the following items: December 31, 2018 2017 Accounts payable – trade $ 9,716 $ 5,563 Accounts payable – related parties 933 — Accrued interest on convertible senior notes due 2023 5,302 — Accrued legal fees 565 10 Accrued payroll 3,278 610 Other accrued expenses 5,673 1,401 Total $ 25,467 $ 7,584 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Summary of Long-Term Debt | Long-term debt is as follows: December 31, 2018 2017 Mortgage payable, due January 2019, annual interest 11.5% $ — $ 9,537 Unamortized deferred financing costs — (105 ) — 9,432 Less current portion of long-term debt — (9,432 ) Total $ — $ — |
Convertible Notes (Tables)
Convertible Notes (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Debt Disclosure [Abstract] | ||
Schedule of Components of Net Carrying Amount of Convertible Notes | The following table sets forth the net carrying amount of the Convertible Notes: June 30, 2019 December 31, 2018 5.00% Convertible Notes $ 475,000 $ 475,000 Unamortized discount (37,866 ) (41,687 ) Unamortized transaction costs (11,734 ) (12,946 ) Net carrying amount $ 425,400 $ 420,367 | The following table sets forth the net carrying amount of the Convertible Notes: December 31, 2018 5.00% Convertible Senior Notes $ 475,000 Unamortized discount (41,687 ) Unamortized transaction costs (12,946 ) Net carrying amount $ 420,367 |
Schedule of Interest Expense Related to Convertible Notes | The following table sets forth total interest expense recognized related to the Convertible Notes: Six months ended June 30, 2019 2018 Contractual coupon interest $ 11,875 $ — Amortization of discount 3,821 — Amortization of transaction costs 1,212 — Total $ 16,908 $ — | The following table sets forth total interest expense recognized related to the Convertible Notes: Year ended December 31, 2018 Contractual coupon interest $ 5,302 Amortization of discount 2,152 Amortization of direct issue costs 28 Total $ 7,482 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Equity [Abstract] | ||
Summary of Capital Stock | The Company’s certificate of incorporation authorized the Company to issue the following classes of shares with the following par value and voting rights as of June 30, 2019. The liquidation and dividend rights are identical among Class 1 common stock and Class 2 common stock, and all classes of common stock share equally in our earnings and losses. Par Value Authorized Voting Rights Class 1 common stock $ 0.0001 250,000,000 10 votes for each share Class 2 common stock $ 0.0001 500,000,000 1 vote for each share Convertible preferred stock $ 0.0001 10,000,000 N/A | 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 December 31, 2018. Par Authorized Voting Rights Class 1 common stock $ 0.0001 250,000,000 10 votes for each share Class 2 common stock $ 0.0001 500,000,000 1 vote for each share Convertible preferred stock $ 0.0001 10,000,000 N/A |
General and Administrative Ex_2
General and Administrative Expenses (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Text Block [Abstract] | ||
Schedule of General and Administrative Expenses | General and administrative expenses are comprised of the following items: Three months ended June 30, Six months ended June 30, 2019 2018 2019 2018 Salaries $ 7,241 $ 2,260 $ 13,652 $ 3,357 Professional fees $ 4,208 $ 1,174 $ 6,665 $ 2,656 Travel expenses $ 1,161 $ 554 $ 1,882 $ 719 Other expenses $ 3,855 $ 1,354 $ 7,063 $ 2,755 Total $ 16,465 $ 5,342 $ 29,262 $ 9,487 | General and administrative expenses are comprised of the following items: Year ended December 31, 2018 2017 2016 Salaries $ 11,721 $ 3,717 $ 2,640 Professional fees 7,557 1,715 424 Travel expenses 2,031 287 109 Depreciation and amortization 1,598 902 591 Other expenses 8,400 1,780 1,126 Total $ 31,307 $ 8,401 $ 4,890 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Original Stock Option Plan [Member] | ||
Weighted Average Fair Value Assumptions | The fair value of each stock option to employees granted under the Original Plan is estimated on the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions: 2018 2017 2016 Expected stock option life 5.15 years 5.84 years 6.05 years Expected volatility 48.82 % 56.23 % 63.32 % Risk-free interest rate 2.35 % 2.01 % 1.46 % Expected dividend yield — % — % — % | |
Schedule of Stock Option Activity | Stock option activity under the Original Plan is as follows: Stock options Weighted- average exercise price Weighted- average remaining contractual term (years) Aggregate intrinsic value Balance December 31, 2018 592,594 $ 4.14 8.1 $ 989 Allocated to Tilray 143,794 4.26 Exercised (13,370 ) 3.79 Forfeited (6,310 ) 4.24 Cancelled (1,042 ) 3.88 Balance June 30, 2019 715,666 $ 4.21 7.8 $ 30,892 Vested and expected to vest, June 30, 2019 644,381 $ 4.03 7.7 $ 27,933 Vested and exercisable, June 30, 2019 353,209 $ 3.18 7.2 $ 15,610 | Stock option activity for the Company under the Original Plan is as follows: Stock Options Weighted- average exercise price Weighted- remaining contractual term (years) Aggregate intrinsic value Balance December 31, 2017 364,571 $ 2.41 7.9 $ 1,185 Granted 304,942 5.92 Exercised (45,688 ) 1.81 Forfeited (25,881 ) 5.14 Cancelled (5,350 ) 3.29 Balance December 31, 2018 592,594 $ 4.14 8.1 $ 989 Vested and expected to vest, December 31, 2018 522,301 $ 3.94 8.0 $ 955 Vested and exercisable, December 31, 2018 286,393 $ 2.85 7.2 $ 805 |
2018 Equity Incentive Plan [Member] | ||
Weighted Average Fair Value Assumptions | The fair value of each stock option granted to employees under the New Plan is estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions: Assumptions 2018 Expected stock option life (years) 5.79 years Expected volatility 58.54 % Risk-free interest rate 2.92 % Expected dividend yield — % | |
Time-based Stock Options [Member] | 2018 Equity Incentive Plan [Member] | ||
Schedule of Stock Option Activity | Time-based stock option activity Stock options Weighted- average exercise price Weighted- average remaining contractual term (years) Aggregate intrinsic value Balance December 31, 2018 6,015,041 $ 13.54 7.7 $ 342,916 Granted 10,000 70.25 Exercised (488,840 ) 7.76 Forfeited (46,162 ) 28.27 Balance June 30, 2019 5,490,039 $ 14.03 8.9 $ 189,799 Vested and expected to vest, June 30, 2019 5,281,387 $ 13.85 8.9 $ 183,208 Vested and exercisable, June 30, 2019 1,800,954 $ 7.76 8.9 $ 69,877 | Time-based stock option activity Stock Options Weighted- average exercise price Weighted- remaining contractual term Aggregate intrinsic value Balance December 31, 2017 — $ — $ — Granted 6,106,011 13.66 — Exercised — — — Forfeited (90,970 ) 21.49 — Cancelled — — — Balance December 31, 2018 6,015,041 $ 13.54 7.7 $ 342,916 Vested and expected to vest, December 31, 2018 5,708,817 $ 13.54 9.4 $ 326,567 Vested and exercisable, December 31, 2018 1,312,500 $ 7.76 9.4 $ 82,399 |
Performance-based Stock Options [Member] | 2018 Equity Incentive Plan [Member] | ||
Schedule of Stock Option Activity | Performance-based stock option activity Stock options Weighted- average exercise price Weighted- average remaining contractual term (years) Aggregate intrinsic value Balance December 31, 2018 600,000 $ 7.76 9.4 $ 37,668 Exercised (80,000 ) 7.76 Balance June 30, 2019 520,000 $ 7.76 8.9 $ 20,176 Vested and expected to vest, June 30, 2019 518,991 $ 7.76 8.9 $ 20,137 Vested and exercisable, June 30, 2019 220,000 $ 7.76 8.9 $ 8,536 | Performance-based stock option activity Stock Options Weighted- average exercise price Weighted- remaining contractual term (years) Aggregate intrinsic value Balance December 31, 2017 — $ — $ — Granted 600,000 7.76 — Exercised — — — Forfeited — — — Cancelled — — — Balance December 31, 2018 600,000 $ 7.76 9.4 $ 37,668 Vested and expected to vest, December 31, 2018 591,486 $ 7.76 9.4 $ 37,134 Vested and exercisable, December 31, 2018 300,000 $ 7.76 9.4 $ 18,834 |
Time-based RSU [Member] | 2018 Equity Incentive Plan [Member] | ||
Schedule of RSU Activity | Time-based RSU activity Time-based RSUs Weighted-average grant-date fair value per share Non-vested 237,222 $ 49.86 Granted 756,825 55.27 Issued on vesting (35,000 ) 7.76 Forfeited (30,891 ) 61.47 Non-vested 928,156 $ 55.47 | Time-based RSU activity The following table summarizes non-vested Time-based RSUs Weighted-average grant-date fair value per share Non-vested — $ — Granted 238,082 50.08 Exercised — — Forfeited (860 ) 110 Non-vested 237,222 $ 49.86 |
Performance-based RSUs [Member] | 2018 Equity Incentive Plan [Member] | ||
Schedule of RSU Activity | Performance-based RSUs activity Performance-based RSUs Weighted-average grant-date fair value per share Non-vested 1,050,000 $ 7.76 Issued on vesting (478,125 ) 7.76 Non-vested 571,875 $ 7.76 | Performance-based RSUs The following table summarizes non-vested Performance-based RSUs Weighted-average grant-date fair value per share Non-vested — $ — Granted 1,050,000 7.76 Exercised — — Forfeited — — Non-vested 1,050,000 $ 7.76 |
Income Taxes (Tables)
Income Taxes (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
Summary of Loss Loss Before Income Taxes | For financial reporting purposes, loss before income taxes includes the following components: Year ended December 31, 2018 2017 2016 Canada $ (25,333 ) $ (7,411 ) $ (7,883 ) U.S. (42,418 ) — — Portugal (2,208 ) — — Other countries (2,215 ) (398 ) — Total $ (72,174 ) $ (7,809 ) $ (7,883 ) |
Summary of Expense for Income Taxes | The expense for income taxes consists of: Year ended December 31, 2018 2017 2016 Current: Canada $ — $ — $ — Other countries 34 — — Total $ 34 $ — $ — Deferred: Canada $ — $ — $ — U.S. (4,485 ) — — Total $ (4,485 ) $ — $ — |
Summary of Effective Income Tax Rate Reconciliation | Reconciliation of the expected income tax at the United States statutory income tax rate of 21% (2017 – 35%) to income tax expense: Year ended December 31, 2018 2017 2016 Loss before income taxes: $ (72,174 ) $ (7,809 ) $ (7,883 ) Expected income tax recovery (15,157 ) (2,733 ) (2,797 ) Difference in foreign tax rates (1,864 ) 675 719 Foreign exchange and other 1,399 (480 ) (72 ) Non-deductible 5,331 61 (40 ) Changes in enacted rates — (288 ) — Utilization of losses no previously recognized — (9 ) — Change in valuation allowance 5,840 2,774 2,190 Income tax recovery, net $ (4,451 ) $ — $ — |
Summary of Components of Deferred Tax | The following table summarizes the components of deferred tax: Year ended December 31, 2018 2017 2016 Deferred assets Tax loss carryforwards – Canada $ 13,723 $ 8,297 $ 5,821 Tax loss carryforwards – U.S. 4,173 — — Tax loss carryforwards – other countries 607 148 9 Property and equipment 2,510 183 98 Deferred financing costs 27 37 — Investment tax credits and related pool balance 57 57 57 Other — 8 — Total Deferred tax assets 21,097 8,730 5,985 Less valuation allowance (14,433 ) (8,601 ) (5,836 ) Net deferred tax assets 6,664 129 149 Deferred tax liabilities Plant and equipment (2,328 ) — — Intangible assets (289 ) (129 ) (144 ) Deferred financing costs — — (5 ) Equity portion of convertible senior notes due 2023 (8,471 ) — — Total deferred tax liabilities (11,088 ) (129 ) (149 ) Net deferred tax liability $ (4,424 ) $ — $ — |
Summary of Canadian Non-Capital Loss Carryforwards | The Canadian non-capital December 31, Amount 2033 $ 381 2034 6,429 2035 7,627 2036 7,230 2037 6,195 2038 23,202 $ 51,064 |
Summary of Open Tax Years | The Company files federal income tax returns in Canada, Germany, and other foreign jurisdictions. The Company has open tax years with various taxing jurisdictions. These open years contain certain matters that could be subject to differing interpretations of applicable tax laws and regulations, and tax treaties, as they relate to the amount, timing, or inclusion of revenue and expense. Jurisdiction Open Years Netherlands 2016 – 2018 Canada 2014 – 2018 Germany 2016 – 2018 Australia 2017 – 2018 Portugal 2017 – 2018 |
Summary of Movements in Valuation Allowance | The following table outlines the movements in the valuation allowance: Balance at beginning of year Change due to expense and foreign exchange Deductions Balance at end of year Year ended December 31, 2018 $ 8,601 $ (113 ) $ 5,945 $ 14,433 Year ended December 31, 2017 $ 5,836 $ 395 $ 2,370 $ 8,601 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments Under All Non-cancelable Capital and Operating Leases | Aggregate future minimum rental payments under all non-cancelable Operating Leases Capital Leases December 31, December 31, 2018 2017 2018 2017 2019 $ 916 $ 46 $ 733 $ 772 2020 857 15 733 772 2021 727 — 733 772 2022 589 — 733 772 2023 510 — 183 579 Thereafter 1,372 — — — $ 4,971 $ 61 $ 3,115 $ 3,667 |
Related-Party Transaction (Tabl
Related-Party Transaction (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Privateer [Member] | |
Summary of Related Party Balances Outstanding | The various components of the Privateer Holdings debt facilities which represents the related-party balances outstanding are as follows: As of December 31, 2018 2017 Privateer Holdings credit facility $ — $ 24,700 Privateer Holdings construction facility — 6,395 Privateer Holdings start-up — 1,731 Total $ — $ 32,826 |
Privateer Holdings Start Up Loans [Member] | |
Summary of Related Party Balances Outstanding | The outstanding balances under these loans are: Year ended 2018 2017 Tilray Deutschland GmbH $ — $ 1,340 Tilray Portugal Unipessoal, Lda. — 105 Other — 286 $ — $ 1,731 |
Business Segment Information (T
Business Segment Information (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Segment Reporting [Abstract] | ||
Summary of Sources of Revenue | Sources of revenue were as follows: Three months ended June 30, Six months ended June 30, 2019 2018 2019 2018 Dried cannabis $ 21,866 $ 5,246 $ 32,802 $ 9,869 Cannabis extracts 3,899 4,439 10,353 7,545 Food products 19,935 — 25,517 — Accessories and other 204 59 270 138 Total $ 45,904 $ 9,744 $ 68,942 $ 17,552 | Sources of revenues were as follows: Year Ended December 31, 2018 2017 2016 Dried Cannabis $ 21,674 $ 16,260 $ 11,324 Cannabis extracts 21,179 3,965 1,107 Accessories and other 277 313 213 Total $ 43,130 $ 20,538 $ 12,644 |
Summary of Revenue Attributed to a Geographic Region Based on the Location of the Customer | Revenue attributed to geographic region based on the location of the customer was as follows: Three months ended June 30, Six months ended June 30, 2019 2018 2019 2018 Canada $ 30,329 $ 9,399 $ 47,331 $ 17,012 United States 10,730 — 14,955 — Other countries 4,845 345 6,656 540 Total $ 45,904 $ 9,744 $ 68,942 $ 17,552 | Revenues attributed to a geographic region based on the location of the customer were as follows: Year Ended December 31, 2018 2017 2016 Canada $ 40,209 $ 19,775 $ 12,644 Other countries 2,921 763 — Total $ 43,130 $ 20,538 $ 12,644 |
Summary of Long-lived Assets Consisting of Property and Equipment, Net of Accumulated Depreciation, Attributed to Geographic Regions Based on their Physical Location | Long-lived assets consisting of property and equipment, net of accumulated depreciation, attributed to geographic regions based on their physical location were as follows: June 30, 2019 December 31, 2018 Canada $ 121,494 $ 64,687 Portugal 23,462 15,455 United States 2,497 — Other countries 105 72 Total $ 147,558 $ 80,214 | Long-lived assets consisting of property and equipment, net of accumulated depreciation, attributed to geographic regions based on their physical location were as follows: December 31, 2018 2017 Canada $ 64,687 $ 39,086 Portugal 15,455 — Other countries 72 899 Total $ 80,214 $ 39,985 |
Quarterly Financial Data (una_2
Quarterly Financial Data (unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Data | Quarterly Financial Data (in thousands, except per share data): Three months ended March 31, June 30, September 30, December 31, 2018 Revenue $ 7,808 $ 9,744 $ 10,047 $ 15,531 Gross Margin 3,896 4,177 3,068 3,134 Operating Loss (3,740 ) (10,990 ) (20,012 ) (22,908 ) Net loss (5,181 ) (12,833 ) (18,699 ) (31,010 ) Net loss per share – basic and diluted $ (0.07 ) $ (0.17 ) $ (0.21 ) $ (0.33 ) 2017 Revenue $ 5,027 $ 4,992 $ 5,406 $ 5,113 Gross Margin 2,768 2,708 2,967 2,934 Operating Loss (388 ) (2,316 ) (2,182 ) (2,612 ) Net loss (679 ) (2,435 ) (1,767 ) (2,928 ) Net loss per share – basic and diluted $ (0.01 ) $ (0.01 ) $ (0.02 ) $ (0.04 ) |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Text Block [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets is comprised of the following items: June 30, December 31, Deposits $ 26,885 $ 1,511 Prepaid expenses 8,201 1,496 Other current assets 1,547 — Total $ 36,633 $ 3,007 |
Goodwill (Tables)
Goodwill (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Change in Carrying Amount of Goodwill | The following table shows the change in carrying amount of goodwill: Balance December 31, 2018 $ — Acquisition of Manitoba Harvest 127,681 Acquisition of Natura 24,830 Foreign currency translation adjustment 2,443 Balance June 30, 2019 $ 154,954 |
Business Combinations (Tables)
Business Combinations (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Manitoba Harvest | |
Schedule of Revised and Preliminary Purchase Price | The revised purchase price is calculated as follows: February 28, 2019 Cash paid on closing $ 114,591 Cash payable six months after closing 37,490 Class 2 common stock issued on closing (1) 96,844 Class 2 common stock issuable six months after closing (1) 31,866 Working capital adjustment 274 Contingent consideration 29,207 Total fair value of consideration transferred $ 310,272 |
Schedule of preliminary allocation of the purchase price to assets acquired and liabilities assumed | The following table summarizes the Company’s revised preliminary allocation of the purchase price to assets acquired and liabilities assumed at the acquisition date. During the three months ended June 30, 2019, this resulted in a $20 increase in inventory, $47 increase in property and equipment, $76 increase in developed technology, $456 increase in customer relationships, $321 increase in accounts payable, $147 decrease in accrued expenses and other current liabilities, $321 decrease in accrued obligations under capital lease, $160 increase in deferred tax liability, and $312 decrease in goodwill. The final purchase price allocation will be adjusted as needed, pending the finalization of estimates and assumptions used in valuing property and equipment, intangible assets, and deferred tax liability, among other identifiable assets acquired and liabilities assumed, and will be finalized no later than one year after the acquisition date. February 28, 2019 Assets Cash and cash equivalents $ 5,534 Accounts receivable 6,207 Inventory 15,331 Prepaid expenses and other current assets 1,030 Property and equipment 23,581 Intangible assets: Estimated useful life Trademarks Indefinite 54,688 Developed technology 10 years 6,988 Customer relationships 14-16 134,290 Goodwill 127,681 Total assets 375,330 Liabilities Accounts payable 4,973 Accrued expenses and other current liabilities 4,911 Deferred tax liability 55,174 Total liabilities 65,058 Net assets acquired $ 310,272 |
Natura | |
Schedule of Revised and Preliminary Purchase Price | The preliminary purchase price is calculated as follows: February 15, 2019 Cash paid on closing $ 15,252 Class 2 common stock issued on closing (1) 15,100 Contingent consideration 20,007 Fair value of previously held interest (2) 1,565 Effective settlement of pre-existing (3) 2,308 Total fair value of consideration transferred $ 54,232 (1) 180,332 shares of Class 2 common stock issued on closing. (2) The fair value of the Company’s investment in Natura on the acquisition date was determined based on the fair value of total consideration transferred and reflected book value on the acquisition date. (3) The Company held $3,000 CAD convertible debt of Natura at the acquisition date. On acquisition, this debt and related accrued interest was effectively settled. |
Schedule of preliminary allocation of the purchase price to assets acquired and liabilities assumed | The following table summarizes the Company’s revised preliminary allocation of the purchase price to assets acquired and liabilities assumed at the acquisition date. During the three months ended June 30, 2019, this resulted in a $211 decrease in property and equipment, $378 decrease in cultivation license, $189 decrease in supply contract, $4,319 decrease in deferred tax liability and $3,541 decrease in goodwill. The final purchase price allocation will be adjusted as needed, pending the finalization of estimates and assumptions used in valuing property and equipment, intangible assets, and deferred tax liability, among other identifiable assets acquired and liabilities assumed, and will be finalized no later than one year after the acquisition date. February 15, 2019 Assets Cash and cash equivalents $ 169 Accounts receivable 109 Inventory 3,482 Prepaid expenses and other current assets 166 Property and equipment 17,435 Intangible assets: Estimated useful life Cultivation license Indefinite 10,494 Supply contract 3 years (1) 2,340 Goodwill 24,830 Total assets 59,025 Liabilities Accounts payable 3,280 Accrued expenses and other current liabilities 876 Deferred tax liability 637 Total liabilities 4,793 Net assets acquired $ 54,232 (1) The estimated useful life of the supply contract intangible asset is 3 years. Amortization of the asset will commence once supply commences. |
Manitoba Harvest And Natura [Member] | |
Schedule of Pro Forma Information | The unaudited pro forma information for the periods set forth below gives effect to the acquisitions of Manitoba Harvest and Natura as if the acquisitions had occurred as of January 1, 2018. This pro forma information is presented for informational purposes only and is not necessarily indicative of the results of operations that actually would have been achieved had the acquisitions been consummated as of that time: Six months ended 2019 2018 Revenue $ 79,707 $ 54,070 Net loss (68,182 ) (23,856 ) Net loss per share – basic and diluted (0.71 ) (0.31 ) |
Description of Business and S_2
Description of Business and Summary - Additional Information (Detail) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018Subsidiary | Dec. 31, 2016USD ($) | |
Date of entity incorporation | Jan. 24, 2018 | |
Place of entity incorporation | Delaware | |
Privateer [Member] | ||
Parent entity name | Privateer Holdings, Inc. ("Privateer Holdings") | |
Number of subsidiaries | Subsidiary | 4 | |
Capital contribution from parent | $ | $ 31,495 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Schedule of Consolidated Entity (Detail) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Line Items] | |
Date of formation | Jan. 24, 2018 |
Place of incorporation | Delaware |
Tilray Canada, Ltd. [Member] | |
Accounting Policies [Line Items] | |
Date of formation | Sep. 6, 2013 |
Place of incorporation | British Columbia, Canada |
Dorada Ventures Ltd [Member] | |
Accounting Policies [Line Items] | |
Date of formation | Oct. 18, 2013 |
Place of incorporation | British Columbia, Canada |
High Park Farms Ltd [Member] | |
Accounting Policies [Line Items] | |
Date of formation | Feb. 19, 2016 |
Place of incorporation | British Columbia, Canada |
Tilray Deutschland GmbH [Member] | |
Accounting Policies [Line Items] | |
Date of formation | Nov. 3, 2016 |
Place of incorporation | Germany |
Tilray Portugal Unipessoal Lda [Member] | |
Accounting Policies [Line Items] | |
Date of formation | Apr. 5, 2017 |
Place of incorporation | Portugal |
Pardal Holdings Lda [Member] | |
Accounting Policies [Line Items] | |
Date of formation | Apr. 24, 2017 |
Place of incorporation | Portugal |
Tilray Australia New Zealand Pty Ltd [Member] | |
Accounting Policies [Line Items] | |
Date of formation | May 9, 2017 |
Place of incorporation | Australia |
High Park Holdings Ltd [Member] | |
Accounting Policies [Line Items] | |
Date of formation | Feb. 8, 2018 |
Place of incorporation | British Columbia, Canada |
National Cannabinoid Clinics Pty Ltd [Member] | |
Accounting Policies [Line Items] | |
Date of formation | Sep. 19, 2018 |
Place of incorporation | Australia |
Tilray Latin America Sp A [Member] | |
Accounting Policies [Line Items] | |
Date of formation | Nov. 5, 2018 |
Place of incorporation | Chile |
Tilray Portugal I I Lda [Member] | |
Accounting Policies [Line Items] | |
Date of formation | Dec. 11, 2018 |
Place of incorporation | Portugal |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Mar. 08, 2016 | |
Summary Of Significant Accounting Policies [Line Items] | |||||
Antidilutive securities excluded from computation of earnings per share | 7,902,263 | 0 | 0 | ||
Lease agreement description | The Company enters into various leases in conducting its business. At the inception of each lease, the Company evaluates the lease agreement to determine whether the lease is an operating or capital lease. A capital lease is a lease in which 1) ownership of the property transfers to the lessee by the end of the lease term; 2) the lease contains a bargain purchase ption; 3) the lease term is equal to 75% or more of the conomic life of the leased property; or 4) the present value of the minimum lease payment at the inception of the lease term equals or exceeds 90% of the fair alue of the leased property | ||||
Building [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Property, plant and equipment useful life | 20 years | ||||
Privateer [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Ownership interest | 100.00% | ||||
Minimum [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Property, plant and equipment useful life | 3 years | ||||
Percentage of economic life of capital leased property | 75.00% | ||||
Percentage of present value of capital leased payment at inception of lease term | 90.00% | ||||
Market value of common stock held by non affiliates | $ 700 | ||||
Maximum [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Cash and cash equivalents maturity period | 3 months | ||||
Property, plant and equipment useful life | 7 years |
Investments - Summary of Availa
Investments - Summary of Available for Sale Securities (Detail) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Schedule Of Available For Sale Securities [Line Items] | |||
Available-for-sale securities, fair value | $ 0 | ||
Short-term Investments [Member] | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Available-for-sale securities, amortized costs | $ 30,367 | ||
Available-for-sale securities, Gross unrealized gains | 32 | ||
Available-for-sale securities, Gross unrealized losses | 64 | ||
Available-for-sale securities, fair value | 30,335 | ||
Short-term Investments [Member] | Treasury Bills [Member] | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Available-for-sale securities, amortized costs | 30,367 | ||
Available-for-sale securities, Gross unrealized gains | 32 | ||
Available-for-sale securities, Gross unrealized losses | 64 | ||
Available-for-sale securities, fair value | 30,335 | ||
Long-term Investments [Member] | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Available-for-sale securities, amortized costs | 17,713 | ||
Available-for-sale securities, Gross unrealized losses | 802 | ||
Available-for-sale securities, fair value | 16,911 | ||
Long-term Investments [Member] | Investment in Equities [Member] | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Available-for-sale securities, amortized costs | 17,713 | ||
Available-for-sale securities, Gross unrealized losses | $ 226 | 802 | |
Available-for-sale securities, fair value | $ 16,911 |
Investments - Summary of Securi
Investments - Summary of Security Investments (Detail) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Investments, Debt and Equity Securities [Abstract] | ||
Investments in equities/ securities under available-for-sale method | $ 4,799 | $ 1,845 |
Investment in equities/ securities under the cost method | 12,262 | 15,066 |
Investment in joint venture under the equity method | 6,134 | |
Investment in equities/ securities | $ 23,195 | $ 16,911 |
Investments - Additional Inform
Investments - Additional Information (Detail) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Schedule Of Available For Sale Securities [Line Items] | |||
Short-term and long-term investments | $ 0 | ||
Investment in joint venture under the equity method | $ 6,134 | ||
Long-term Investments [Member] | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Available-for-sale securities, Gross unrealized loss | $ 802 | ||
Short-term and long-term investments | 16,911 | ||
Anheuser-Busch InBev [Member] | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Percentage of ownership | 50.00% | ||
Percentage of voting interest | 50.00% | ||
Investment in joint venture under the equity method | $ 6,134 | ||
Investment in Equities [Member] | Long-term Investments [Member] | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Available-for-sale securities, Gross unrealized loss | $ 226 | 802 | |
Short-term and long-term investments | $ 16,911 |
Fair Value Measurement - Schedu
Fair Value Measurement - Schedule of Assets Measured Fair Value on Recurring Basis (Detail) - Fair Value, Measurements, Recurring [Member] - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total cash equivalents | $ 136,479 | $ 203,761 |
Total investments | 41,122 | 32,180 |
Contingent consideration | (49,581) | |
Total | 128,020 | 235,941 |
Investment in Equities [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total investments | 3,669 | 1,845 |
Investment in Debt Securities under Available-for-Sale Method [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total investments | 1,130 | |
Treasury Bills [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total cash equivalents | 152,879 | |
Total investments | 30,335 | |
Corporate Bond [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total cash equivalents | 7,796 | |
Money Market Fund [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total cash equivalents | 33,111 | |
Total investments | 36,323 | |
Commercial Paper [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total cash equivalents | 9,975 | |
Level 1 [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total cash equivalents | 136,479 | 203,761 |
Total investments | 39,992 | 31,498 |
Total | 176,471 | 235,259 |
Level 1 [Member] | Investment in Equities [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total investments | 3,669 | 1,163 |
Level 1 [Member] | Treasury Bills [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total cash equivalents | 152,879 | |
Total investments | 30,335 | |
Level 1 [Member] | Corporate Bond [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total cash equivalents | 7,796 | |
Level 1 [Member] | Money Market Fund [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total cash equivalents | 33,111 | |
Total investments | 36,323 | |
Level 1 [Member] | Commercial Paper [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total cash equivalents | 9,975 | |
Level 2 [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total investments | 1,130 | 682 |
Total | 1,130 | 682 |
Level 2 [Member] | Investment in Equities [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total investments | $ 682 | |
Level 2 [Member] | Investment in Debt Securities under Available-for-Sale Method [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total investments | 1,130 | |
Level 3 [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Contingent consideration | (49,581) | |
Total | $ (49,581) |
Fair Value Measurement - Additi
Fair Value Measurement - Additional Information (Detail) Transfer in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2019Transfer | Jun. 30, 2019USD ($)Transfer | Jun. 30, 2018Transfer | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||||
Unrealized gain recorded in other comprehensive income | $ 6 | $ 69 | |||
Transfers between levels of fair value hierarchy | Transfer | 1 | 0 | 0 | ||
Fair Value, Measurements, Recurring [Member] | |||||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||||
Assets, Fair Value Disclosure | $ 0 |
Inventory - Schedule of Invento
Inventory - Schedule of Inventory (Detail) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Inventory [Line Items] | |||
Raw materials | $ 14,718 | $ 2,132 | $ 163 |
Work-in-process | 39,142 | 12,812 | |
Finished goods | 21,457 | 1,267 | |
Total | $ 75,317 | 16,211 | 7,421 |
Dry Cannabis [Member] | |||
Inventory [Line Items] | |||
Work-in-process | 9,982 | 1,396 | |
Finished goods | 113 | 3,501 | |
Cannabis Extracts [Member] | |||
Inventory [Line Items] | |||
Work-in-process | 2,830 | 30 | |
Finished goods | 1,083 | 2,158 | |
Accessories [Member] | |||
Inventory [Line Items] | |||
Finished goods | $ 71 | $ 173 |
Inventory - Additional Informat
Inventory - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Inventory [Line Items] | |||||||
Inventory write-downs | $ 201 | $ 491 | $ 525 | $ 703 | $ 384 | $ 204 | $ 234 |
Dry Cannabis and Cannabis Extracts [Member] | |||||||
Inventory [Line Items] | |||||||
Inventory write-downs | $ 4,561 | $ 617 |
Property and Equipment, Net - S
Property and Equipment, Net - Summary of Property and Equipment (Detail) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Property Plant And Equipment [Line Items] | |||
Property and equipment, gross | $ 159,024 | $ 87,714 | $ 44,565 |
Less: accumulated depreciation and amortization | (11,466) | (7,500) | (4,580) |
Total | 147,558 | 80,214 | 39,985 |
Land [Member] | |||
Property Plant And Equipment [Line Items] | |||
Property and equipment, gross | 5,717 | 4,498 | 2,547 |
Buildings and Leasehold Improvements [Member] | |||
Property Plant And Equipment [Line Items] | |||
Property and equipment, gross | 93,295 | 51,111 | 19,569 |
Laboratory and Manufacturing Equipment [Member] | |||
Property Plant And Equipment [Line Items] | |||
Property and equipment, gross | 22,791 | 6,131 | 2,815 |
Office and Computer Equipment [Member] | |||
Property Plant And Equipment [Line Items] | |||
Property and equipment, gross | 3,510 | 970 | 571 |
Assets under Capital Lease [Member] | |||
Property Plant And Equipment [Line Items] | |||
Property and equipment, gross | 10,069 | 9,661 | 9,191 |
Construction in Process [Member] | |||
Property Plant And Equipment [Line Items] | |||
Property and equipment, gross | $ 23,642 | $ 15,343 | $ 9,872 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Property Plant And Equipment [Line Items] | |||||||
Property, plant and equipment additions | $ 68,853 | $ 25,979 | |||||
General Office Space and Equipment [Member] | |||||||
Property Plant And Equipment [Line Items] | |||||||
Depreciation expense | $ 239 | $ 30 | 544 | 59 | |||
Construction in Process [Member] | |||||||
Property Plant And Equipment [Line Items] | |||||||
Capitalized interest | 108 | 35 | 166 | 169 | $ 158 | $ 34 | |
Cost of Sales [Member] | |||||||
Property Plant And Equipment [Line Items] | |||||||
Depreciation expense | $ 508 | $ 157 | $ 1,507 | $ 259 | 1,964 | 1,303 | $ 1,247 |
General and Administrative Expense [Member] | |||||||
Property Plant And Equipment [Line Items] | |||||||
Depreciation expense | $ 149 | $ 95 | $ 92 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets (Detail) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Acquired Finite Lived Intangible Assets [Line Items] | |||
Finite lived intangible asset, Cost | $ 3,755 | $ 2,813 | |
Total intangible asset, Cost | $ 337,838 | 6,739 | 2,813 |
Finite lived intangible asset, Accumulated Amortization | 5,855 | 2,253 | 1,879 |
Finite lived intangible asset, Net | 1,502 | 934 | |
Intangible assets, net | 331,983 | $ 4,486 | 934 |
Cultivation License [Member] | |||
Acquired Finite Lived Intangible Assets [Line Items] | |||
Indefinite intangible asset, Cost | 10,617 | ||
Trademarks [Member] | |||
Acquired Finite Lived Intangible Assets [Line Items] | |||
Indefinite intangible asset, Cost | 54,996 | ||
Rights under ABG Profit Participation Arrangement [Member] | |||
Acquired Finite Lived Intangible Assets [Line Items] | |||
Indefinite intangible asset, Cost | $ 119,366 | ||
Customer Relationships [Member] | |||
Acquired Finite Lived Intangible Assets [Line Items] | |||
Weighted Average Amortization Period (in years) | 16 years | ||
Finite lived intangible asset, Cost | $ 135,147 | ||
Finite lived intangible asset, Accumulated Amortization | 2,849 | ||
Finite lived intangible asset, Net | $ 132,298 | ||
Developed Technology [Member] | |||
Acquired Finite Lived Intangible Assets [Line Items] | |||
Weighted Average Amortization Period (in years) | 10 years | ||
Finite lived intangible asset, Cost | $ 7,027 | ||
Finite lived intangible asset, Accumulated Amortization | 234 | ||
Finite lived intangible asset, Net | $ 6,793 | ||
Website [Member] | |||
Acquired Finite Lived Intangible Assets [Line Items] | |||
Weighted Average Amortization Period (in years) | 3 years | 3 years | |
Finite lived intangible asset, Cost | $ 4,231 | $ 3,755 | 2,813 |
Finite lived intangible asset, Accumulated Amortization | 2,772 | 2,253 | 1,879 |
Finite lived intangible asset, Net | $ 1,459 | 1,502 | $ 934 |
Alef License [Member] | |||
Acquired Finite Lived Intangible Assets [Line Items] | |||
Weighted Average Amortization Period (in years) | 2 years | ||
Finite lived intangible asset, Cost | $ 4,086 | 2,984 | |
Finite lived intangible asset, Net | $ 4,086 | $ 2,984 | |
Supply Contract [Member] | |||
Acquired Finite Lived Intangible Assets [Line Items] | |||
Weighted Average Amortization Period (in years) | 3 years | ||
Finite lived intangible asset, Cost | $ 2,368 | ||
Finite lived intangible asset, Net | $ 2,368 |
Intangible Assets - Additional
Intangible Assets - Additional Information (Detail) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Finite-Lived Intangible Assets [Line Items] | |||
Finite lived intangible asset, Net | $ 1,502 | $ 934 | |
Finite lived intangible assets amortization expense, 2019 | 731 | ||
Finite lived intangible assets amortization expense, 2020 | $ 9,964 | 431 | |
Finite lived intangible assets amortization expense, 2021 | 9,306 | 340 | |
Finite lived intangible assets amortization expense, thereafter | 0 | ||
Finite lived intangible assets amortization expense, 2019 | 5,080 | ||
Finite lived intangible assets amortization expense, 2022 | 9,229 | ||
Finite lived intangible assets amortization expense, 2023 | 9,205 | ||
Finite lived intangible assets amortization expense, thereafter | 97,766 | ||
Intangible Assets Not Yet Available For Use [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite lived intangible asset, Net | 6,454 | 3,027 | |
Additional Functionalities For Patient Portal [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Net carrying value of intangible assets under construction | 43 | $ 381 | |
Alef License [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite lived intangible asset, Net | $ 4,086 | $ 2,984 |
Accounts Payable, Accrued Expen
Accounts Payable, Accrued Expenses and Other Current Liabilities - Summary of Accounts Payable, Accrued Expenses and Other Current Liabilities (Detail) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Accounts Payable, Accrued Liabilities and Other Current Liabilities [Line Items] | |||
Accounts payable - trade | $ 24,287 | $ 9,716 | $ 5,563 |
Accounts payable - related parties | 81 | 933 | |
Total accounts payable | 24,368 | 10,649 | 5,563 |
Accrued interest on Convertible Notes | 5,938 | 5,302 | |
Accrued payroll | 7,943 | 3,278 | 610 |
Accrued legal fees | 486 | 565 | 10 |
Contingent consideration for acquisitions | 49,581 | ||
Other accrued expenses and current liabilities | 17,984 | 5,673 | 1,401 |
Total accrued expenses and other current liabilities | 151,288 | 14,818 | 2,021 |
Total | $ 25,467 | $ 7,584 | |
Manitoba Harvest | |||
Accounts Payable, Accrued Liabilities and Other Current Liabilities [Line Items] | |||
Consideration payable for acquisition of Manitoba Harvest | $ 69,356 |
Long-Term Debt - Summary of Lon
Long-Term Debt - Summary of Long-term Debt (Detail) $ in Thousands | Dec. 31, 2017USD ($) |
Debt Instrument [Line Items] | |
Unamortized deferred financing costs | $ (105) |
Long-term Debt | 9,432 |
Less current portion of long-term debt | (9,432) |
11.5% Mortgage Loan Payable Due January 2019 [Member] | |
Debt Instrument [Line Items] | |
Long-term Debt, Gross | $ 9,537 |
Long-Term Debt - Summary of L_2
Long-Term Debt - Summary of Long-term Debt (Parenthetical) (Detail) - 11.5% Mortgage Loan Payable Due January 2019 [Member] | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Debt Instrument [Line Items] | |||
Debt instrument interest rate | 11.50% | 11.50% | 11.50% |
Debt instrument maturity period | Jan. 1, 2019 | Jan. 1, 2019 |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Detail) $ in Thousands, $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Jul. 31, 2018USD ($) | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016USD ($) | Dec. 31, 2016CAD ($) | |
Debt Instrument [Line Items] | |||||
Mortgage loan extended maturity date | Jan. 1, 2019 | ||||
Mortgage loan extension renewal fees | $ 90 | ||||
Mortgage loan extension renewal fees basis point | 75.00% | ||||
11.5% Mortgage Loan Payable Due January 2019 [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, face amount | $ 8,909 | $ 12,000 | |||
Debt instrument interest rate | 11.50% | 11.50% | 11.50% | 11.50% |
Convertible Notes - Additional
Convertible Notes - Additional Information (Detail) $ / shares in Units, $ in Thousands | 1 Months Ended | 6 Months Ended | 12 Months Ended | |
Oct. 31, 2018USD ($) | Jun. 30, 2019USD ($)$ / shares | Dec. 31, 2018USD ($)$ / shares | Dec. 31, 2016USD ($) | |
Debt Instrument [Line Items] | ||||
Transaction costs attributable to convertible notes | $ 359 | |||
Offering cost attributable to equity | $ 15,299 | |||
Convertible Senior Notes Due 2023 | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, face amount | $ 475,000 | $ 475,000 | $ 475,000 | |
Proceeds from issuance of debt | $ 460,134 | $ 460,134 | ||
Debt instrument interest payment term | The Convertible Notes bear interest at a rate of 5.00% per annum, payable semi-annually in arrears on April 1 and October 1 of each year, beginning on April 1, 2019 | The Convertible Notes bear interest at a rate of 5.00% per annum, payable semi-annually in arrears on April 1 and October 1 of each year, beginning on April 1, 2019. | ||
Debt instrument interest rate | 5.00% | 5.00% | ||
Debt instrument maturity period | Oct. 1, 2023 | Oct. 1, 2023 | ||
Debt instrument, periodic payment of principal amount | $ 0 | $ 0 | ||
Debt instrument, term | 5 years | 5 years | ||
Debt instrument, default condition | To the extent the Company so elects, the sole remedy for an event of default relating to certain failures by the Company to comply with certain reporting covenants in the Indenture will, for the first 365 days after such event of default, consist exclusively of the right to receive additional interest on the notes. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of our common stock or a combination of cash and shares of our common stock, at the Company’s election (the “cash conversion option”) | To the extent the Company so elects, the sole remedy for an event of default relating to certain failures by the Company to comply with certain reporting covenants in the Indenture will, for the first 365 days after such event of default, consist exclusively of the right to receive additional interest on the notes. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of our common stock or a combination of cash and shares of our common stock, at the Company’s election (the “cash conversion option”) | ||
Conversion rate of convertible notes | 5.9735 | 5.9735 | ||
Conversion price per share | $ / shares | $ 167.41 | $ 167.41 | ||
Debt instrument convertible beneficial conversion feature | $ 57,600 | |||
Effective interest rate | 8.00% | |||
Transaction costs attributable to convertible notes | $ 13,467 | $ 13,467 | ||
Offering cost attributable to equity | $ 1,398 |
Convertible Notes - Schedule of
Convertible Notes - Schedule of Components of Net Carrying Amount of Convertible Notes (Detail) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 | Oct. 31, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||||
Long-term Debt | $ 9,432 | |||
Convertible Senior Notes Due 2023 | ||||
Debt Instrument [Line Items] | ||||
5.00% Convertible Notes | $ 475,000 | $ 475,000 | $ 475,000 | |
Unamortized discount | (37,866) | (41,687) | ||
Unamortized transaction costs | (11,734) | (12,946) | ||
Long-term Debt | $ 425,400 | $ 420,367 |
Convertible Notes - Schedule _2
Convertible Notes - Schedule of Interest Expense Schedule of Interest Expense Related to Convertible Notes (Detail) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Debt Instrument [Line Items] | ||
Amortization of discount | $ 5,033 | $ 2,180 |
Convertible Senior Notes Due 2023 | ||
Debt Instrument [Line Items] | ||
Contractual coupon interest | 11,875 | 5,302 |
Amortization of discount | 3,821 | 2,152 |
Amortization of transaction costs | 1,212 | 28 |
Total | $ 16,908 | $ 7,482 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) | 1 Months Ended | 2 Months Ended | 12 Months Ended | |||||||
Mar. 31, 2019$ / sharesshares | Feb. 28, 2019$ / sharesshares | Jan. 31, 2019$ / sharesshares | Jul. 31, 2018$ / sharesshares | Feb. 28, 2018shares | Mar. 31, 2018$ / sharesshares | Dec. 31, 2018shares | Jul. 31, 2018$ / shares | Mar. 31, 2018$ / shares | Dec. 31, 2017Vote$ / sharesshares | |
Class Of Stock [Line Items] | ||||||||||
Capital Stock Authorized | 0 | 1 | ||||||||
Capital Stock Issued | 0 | 1 | ||||||||
Capital Stock outstanding | 0 | 1 | ||||||||
Capital stock, par value | $ / shares | $ 1 | |||||||||
Capital stock, vote entitled to each share | Vote | 1 | |||||||||
IPO [Member] | Underwriter Options [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Common stock issued, Shares | 1,350,000 | |||||||||
Class 2 Common Stock [Member] | Natura Acquisition [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Common stock issued, Shares | 180,332 | |||||||||
Share Price | $ / shares | $ 83.73 | |||||||||
Class 2 Common Stock [Member] | Manitoba Harvest Acquisition [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Common stock issued, Shares | 1,209,946 | |||||||||
Share Price | $ / shares | $ 80.04 | |||||||||
Class 2 Common Stock [Member] | IPO [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Common stock issued, Shares | 10,350,000 | |||||||||
Share Price | (per share) | $ 22.45 | $ 17 | ||||||||
Conversion of Series A preferred stock to common stock | 7,794,042 | |||||||||
Series A preferred stock conversion basis | One-for-one basis | |||||||||
Class 2 Common Stock [Member] | ABG Intermediate Holdings 2 LLC [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Common stock issued, Shares | 840,107 | 840,107 | ||||||||
Share Price | $ / shares | $ 79.35 | $ 79.35 | ||||||||
Fair value of common stock, per share | $ / shares | $ 59.77 | $ 89.13 | ||||||||
Class 2 Common Stock [Member] | Privateer [Member] | IPO [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Common stock issued, Shares | 58,333,333 | |||||||||
Class 1 Common Stock [Member] | Privateer [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Stock issued during period, shares, in exchange of assets | 75,000,000 | |||||||||
Class 1 Common Stock [Member] | Privateer [Member] | IPO [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Conversion of stock, shares converted into Class 2 common stock | 58,333,333 | |||||||||
Common stock issued, Shares | 16,666,667 | |||||||||
Series A Preferred Stock [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Common stock issued, Shares | 7,794,042 | |||||||||
Shares Issued, Price Per Share | (per share) | $ 8.90 | $ 7.10 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Capital Stock (Detail) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Class 1 Common Stock [Member] | ||
Class Of Stock [Line Items] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock voting rights | 10 votes for each share | 10 votes for each share |
Class 2 Common Stock [Member] | ||
Class Of Stock [Line Items] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock voting rights | 1 vote for each share | 1 vote for each share |
Convertible Preferred Stock [Member] | ||
Class Of Stock [Line Items] | ||
Convertible preferred stock, par value | $ 0.0001 | $ 0.0001 |
Convertible preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Convertible preferred stock voting rights | N/A | N/A |
General and Administrative Ex_3
General and Administrative Expenses - Schedule of General and Administrative Expenses (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
General And Administrative Expense [Abstract] | |||||||
Salaries | $ 7,241 | $ 2,260 | $ 13,652 | $ 3,357 | $ 11,721 | $ 3,717 | $ 2,640 |
Professional fees | 4,208 | 1,174 | 6,665 | 2,656 | 7,557 | 1,715 | 424 |
Travel expenses | 1,161 | 554 | 1,882 | 719 | 2,031 | 287 | 109 |
Depreciation and amortization | 2,385 | 281 | 4,248 | 503 | 1,598 | 902 | 591 |
Other expenses | 3,855 | 1,354 | 7,063 | 2,755 | 8,400 | 1,780 | 1,126 |
Total | $ 16,465 | $ 5,342 | $ 29,262 | $ 9,487 | $ 31,307 | $ 8,401 | $ 4,890 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | May 21, 2018 | |
Original Stock Option Plan [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Allocated share-based compensation expense | $ 158,000 | $ 169,000 | $ 268,000 | $ 200,000 | $ 359,000 | $ 139,000 | $ 94,000 | |
Weighted average fair values of stock options granted, per share | $ 3.05 | $ 1.79 | $ 1.91 | |||||
Intrinsic values of stock options exercised | $ 176,000 | $ 19,000 | $ 51,000 | |||||
Unrecognized compensation expense | 856,000 | $ 856,000 | $ 557,000 | |||||
Unrecognized stock-based compensation expense to be recognized in period, years | 10 months 24 days | 1 year 1 month 6 days | ||||||
Fair values of stock option vested | $ 341,000 | $ 85,000 | $ 276,000 | 145,000 | $ 118,000 | |||
Stock options granted | 0 | 301,442 | 304,942 | |||||
Original Stock Option Plan [Member] | Privateer [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Shares reserved for future issuance | 6,760,879 | |||||||
Percentage of stock issuance under the plan | 100.00% | |||||||
Share based compensation arrangement by share based payment award vesting period from grant date | 4 years | |||||||
Vested options expire, if not exercised for periods from the date of grant | 10 years | |||||||
2018 Equity Incentive Plan [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Allocated share-based compensation expense | $ 7,427,000 | $ 5,432,000 | $ 12,623,000 | $ 5,432,000 | $ 20,629,000 | |||
Stock Options, Restricted Stock Units Or Restricted Stock Awards Granted | $ 0 | |||||||
2018 Equity Incentive Plan [Member] | Class 2 common stock [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Shares reserved for future issuance | 9,199,338 | |||||||
Common shares reserved for issuance, annual automatic increase percentage | 4.00% | |||||||
2018 Equity Incentive Plan [Member] | Maximum [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Share-based compensation, grant term | 10 years | |||||||
2018 Equity Incentive Plan [Member] | Maximum [Member] | Class 2 common stock [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] | SARs [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Share-based compensation, number of other than options issued | 0 | |||||||
2018 Equity Incentive Plan [Member] | SARs [Member] | Maximum [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Share-based compensation, grant term | 10 years | |||||||
2018 Equity Incentive Plan [Member] | Stock Options and Restricted Stock Units [Member] | Class 2 common stock [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Shares reserved for future issuance | 12,926,172 | 12,926,172 | 12,926,172 | |||||
2018 Equity Incentive Plan [Member] | Time-based Stock Options [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Weighted average fair values of stock options granted, per share | $ 28.88 | $ 7.74 | ||||||
Unrecognized compensation expense | $ 30,068,000 | $ 30,068,000 | $ 38,250,000 | |||||
Unrecognized stock-based compensation expense to be recognized in period, years | 2 years 4 months 24 days | 2 years 9 months 18 days | ||||||
Fair values of stock option vested | $ 5,500,000 | $ 0 | $ 5,508,000 | |||||
Stock options granted | 10,000 | 5,479,196 | 6,106,011 | |||||
2018 Equity Incentive Plan [Member] | Performance-based Stock Options [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Weighted average fair values of stock options granted, per share | $ 4.15 | |||||||
Unrecognized compensation expense | 70,000 | $ 70,000 | $ 593,000 | |||||
Unrecognized stock-based compensation expense to be recognized in period, years | 1 month 6 days | 7 months 6 days | ||||||
Fair values of stock option vested | $ 913,000 | $ 1,246,000 | ||||||
Stock options granted | 0 | 600,000 | 600,000 | |||||
2018 Equity Incentive Plan [Member] | Time-based RSU [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Unrecognized compensation expense | $ 42,691,000 | $ 42,691,000 | ||||||
Unrecognized stock-based compensation expense to be recognized in period, years | 2 years 8 months 12 days | 3 years 2 months 1 day | ||||||
Share-based compensation, number of other than options issued | 928,156 | 928,156 | 237,222 | |||||
Unrecognized stock-based compensation expense | $ 10,336,000 | |||||||
Number of RSUs vested | 35,000 | 0 | ||||||
Number of RSUs granted | 756,825 | 140,000 | 238,082 | |||||
2018 Equity Incentive Plan [Member] | Performance-based RSUs [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Unrecognized compensation expense | $ 736,000 | $ 736,000 | ||||||
Unrecognized stock-based compensation expense to be recognized in period, years | 1 year | 1 year 8 months 23 days | ||||||
Share-based compensation, number of other than options issued | 571,875 | 571,875 | 1,050,000 | |||||
Unrecognized stock-based compensation expense | $ 1,882,000 | |||||||
Number of RSUs vested | 478,125 | 0 | ||||||
Number of RSUs granted | 1,050,000 | 1,050,000 | ||||||
2018 Equity Incentive Plan [Member] | Non-Employee Director [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Stock Granted Fair Value Share Based Compensation | $ 1,000,000 | |||||||
2018 Equity Incentive Plan [Member] | Non-Employee Director [Member] | Maximum [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Stock Granted Value Share Based Compensation | $ 500,000 | |||||||
2018 Equity Incentive Plan [Member] | Restricted Stock Units (RSUs) [Member] | Maximum [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Vesting period | 4 years | |||||||
2018 Equity Incentive Plan [Member] | Restricted Stock Units (RSUs) [Member] | Minimum [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Vesting period | 3 years |
Stock-Based Compensation - Weig
Stock-Based Compensation - Weighted Average Fair Value Assumptions (Detail) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Original Stock Option Plan [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected stock option life | 5 years 1 month 24 days | 5 years 10 months 2 days | 6 years 18 days |
Expected volatility | 48.82% | 56.23% | 63.32% |
Risk-free interest rate | 2.35% | 2.01% | 1.46% |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
2018 Equity Incentive Plan [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected stock option life | 5 years 9 months 14 days | ||
Expected volatility | 58.54% | ||
Risk-free interest rate | 2.92% | ||
Expected dividend yield | 0.00% |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Stock Option Activity (Detail) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Original Stock Option Plan [Member] | ||||
Stock options | ||||
Shares, Beginning Balance | 592,594 | 364,571 | 364,571 | |
Shares, Granted | 0 | 301,442 | 304,942 | |
Shares, Allocated to Tilray | 143,794 | |||
Shares, Exercised | (13,370) | (45,688) | ||
Shares, Forfeited | (6,310) | (25,881) | ||
Shares, Cancelled | (1,042) | (5,350) | ||
Shares, Ending Balance | 715,666 | 592,594 | 364,571 | |
Shares, Vested and expected to vest | 644,381 | 522,301 | ||
Shares, Vested and exercisable | 353,209 | 286,393 | ||
Weighted-average exercise price | ||||
Weighted-average exercise price, Beginning Balance | $ 4.14 | $ 2.41 | $ 2.41 | |
Weighted-average exercise price, Allocated to Tilray | 4.26 | |||
Weighted-average exercise price, Granted | 5.92 | |||
Weighted-average exercise price, Exercised | 3.79 | 1.81 | ||
Weighted-average exercise price, Forfeited | 4.24 | 5.14 | ||
Weighted-average exercise price, Cancelled | 3.88 | 3.29 | ||
Weighted-average exercise price, Ending Balance | 4.21 | 4.14 | $ 2.41 | |
Weighted-average exercise price, Vested and expected to vest | 4.03 | 3.94 | ||
Weighted-average exercise price, Vested and exercisable | $ 3.18 | $ 2.85 | ||
Weighted-average remaining contractual term (years) | ||||
Weighted-average remaining contractual term | 7 years 9 months 18 days | 8 years 1 month 6 days | 7 years 10 months 24 days | |
Weighted-average remaining contractual term, Vested and expected to vest | 7 years 8 months 12 days | 8 years | ||
Weighted-average remaining contractual term, Vested and exercisable | 7 years 2 months 12 days | 7 years 2 months 12 days | ||
Aggregate intrinsic value | ||||
Aggregate intrinsic value | $ 30,892 | $ 989 | $ 1,185 | |
Aggregate intrinsic value, Vested and expected to vest | 27,933 | 955 | ||
Aggregate intrinsic value, Vested and exercisable | $ 15,610 | $ 805 | ||
2018 Equity Incentive Plan [Member] | Time-based Stock Options [Member] | ||||
Stock options | ||||
Shares, Beginning Balance | 6,015,041 | |||
Shares, Granted | 10,000 | 5,479,196 | 6,106,011 | |
Shares, Exercised | (488,840) | |||
Shares, Forfeited | (46,162) | (90,970) | ||
Shares, Ending Balance | 5,490,039 | 6,015,041 | ||
Shares, Vested and expected to vest | 5,281,387 | 5,708,817 | ||
Shares, Vested and exercisable | 1,800,954 | 1,312,500 | ||
Weighted-average exercise price | ||||
Weighted-average exercise price, Beginning Balance | $ 13.54 | |||
Weighted-average exercise price, Granted | 70.25 | $ 13.66 | ||
Weighted-average exercise price, Exercised | 7.76 | |||
Weighted-average exercise price, Forfeited | 28.27 | 21.49 | ||
Weighted-average exercise price, Ending Balance | 14.03 | 13.54 | ||
Weighted-average exercise price, Vested and expected to vest | 13.85 | 13.54 | ||
Weighted-average exercise price, Vested and exercisable | $ 7.76 | $ 7.76 | ||
Weighted-average remaining contractual term (years) | ||||
Weighted-average remaining contractual term | 8 years 10 months 24 days | 7 years 8 months 12 days | ||
Weighted-average remaining contractual term, Vested and expected to vest | 8 years 10 months 24 days | 9 years 4 months 24 days | ||
Weighted-average remaining contractual term, Vested and exercisable | 8 years 10 months 24 days | 9 years 4 months 24 days | ||
Aggregate intrinsic value | ||||
Aggregate intrinsic value | $ 189,799 | $ 342,916 | ||
Aggregate intrinsic value, Vested and expected to vest | 183,208 | 326,567 | ||
Aggregate intrinsic value, Vested and exercisable | $ 69,877 | $ 82,399 | ||
2018 Equity Incentive Plan [Member] | Performance-based Stock Options [Member] | ||||
Stock options | ||||
Shares, Beginning Balance | 600,000 | |||
Shares, Granted | 0 | 600,000 | 600,000 | |
Shares, Exercised | (80,000) | |||
Shares, Ending Balance | 520,000 | 600,000 | ||
Shares, Vested and expected to vest | 518,991 | 591,486 | ||
Shares, Vested and exercisable | 220,000 | 300,000 | ||
Weighted-average exercise price | ||||
Weighted-average exercise price, Beginning Balance | $ 7.76 | |||
Weighted-average exercise price, Granted | $ 7.76 | |||
Weighted-average exercise price, Exercised | 7.76 | |||
Weighted-average exercise price, Ending Balance | 7.76 | 7.76 | ||
Weighted-average exercise price, Vested and expected to vest | 7.76 | 7.76 | ||
Weighted-average exercise price, Vested and exercisable | $ 7.76 | $ 7.76 | ||
Weighted-average remaining contractual term (years) | ||||
Weighted-average remaining contractual term | 8 years 10 months 24 days | 9 years 4 months 24 days | ||
Weighted-average remaining contractual term, Vested and expected to vest | 8 years 10 months 24 days | 9 years 4 months 24 days | ||
Weighted-average remaining contractual term, Vested and exercisable | 8 years 10 months 24 days | 9 years 4 months 24 days | ||
Aggregate intrinsic value | ||||
Aggregate intrinsic value | $ 20,176 | $ 37,668 | ||
Aggregate intrinsic value, Vested and expected to vest | 20,137 | 37,134 | ||
Aggregate intrinsic value, Vested and exercisable | $ 8,536 | $ 18,834 |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of RSU Activity (Detail) - 2018 Equity Incentive Plan [Member] - $ / shares | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Time-based RSU [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Share equivalent, Beginning Balance | 237,222 | ||
Share equivalent, Granted | 756,825 | 140,000 | 238,082 |
Share equivalent, Issued on vesting | (35,000) | 0 | |
Share equivalent, Forfeited | (30,891) | (860) | |
Share equivalent, Ending Balance | 928,156 | 237,222 | |
Weighted-average grant date fair value, Beginning Balance | $ 49.86 | ||
Weighted-average grant date fair value, Granted | 55.27 | $ 50.08 | |
Weighted-average grant date fair value, Issued on Vesting | 7.76 | ||
Weighted-average grant date fair value, Forfeited | 61.47 | 110 | |
Weighted-average grant date fair value, Ending Balance | $ 55.47 | $ 49.86 | |
Performance-based RSUs [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Share equivalent, Beginning Balance | 1,050,000 | ||
Share equivalent, Granted | 1,050,000 | 1,050,000 | |
Share equivalent, Issued on vesting | (478,125) | 0 | |
Share equivalent, Ending Balance | 571,875 | 1,050,000 | |
Weighted-average grant date fair value, Beginning Balance | $ 7.76 | ||
Weighted-average grant date fair value, Granted | $ 7.76 | ||
Weighted-average grant date fair value, Issued on Vesting | 7.76 | ||
Weighted-average grant date fair value, Ending Balance | $ 7.76 | $ 7.76 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Operating Loss Carryforwards [Line Items] | ||||
Equity portion of convertible notes | $ 8,471 | |||
Deferred income tax recovery | $ 2,642 | $ 6,419 | $ 4,485 | |
United States statutory income tax rate | 21.00% | 35.00% | ||
Accumulated tax losses available to offset future years' federal and provincial taxable income | $ 51,064 | $ 30,000 | ||
Operating Loss Carryforwards | 51,064 | |||
Deferred Tax Asset, Valuation Allowance [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Increase in deferred tax valuation allowance | 5,832 | 2,765 | ||
Valuation allowance increase due to current year losses tax credit foreign exchange and other | 10,317 | |||
Australian [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating Loss Carryforwards | 162 | 167 | ||
Portugal [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating Loss Carryforwards | $ 2,538 | $ 74 | ||
Net operating loss carryforward expiration year | 2023 | |||
Net operating loss carryforward expiration period | 5 years | |||
U.S. [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating Loss Carryforwards | $ 19,872 | |||
Net operating loss carryforwards offset percentage of taxable income. | 80.00% | |||
Alef [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Deferred tax liability from initial recognition | $ 100 | |||
Convertible Senior Notes Due 2023 | ||||
Operating Loss Carryforwards [Line Items] | ||||
Equity portion of convertible notes | $ 8,809 |
Income Taxes - Loss Loss Before
Income Taxes - Loss Loss Before Income Taxes (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Canada | $ (25,333) | $ (7,411) | $ (7,883) | ||||
Loss before income taxes | $ (37,248) | $ (12,770) | $ (71,566) | $ (17,951) | (72,174) | (7,809) | $ (7,883) |
U.S. [Member] | |||||||
Other countries | (42,418) | ||||||
Portugal [Member] | |||||||
Other countries | (2,208) | ||||||
Other Countries [Member] | |||||||
Other countries | $ (2,215) | $ (398) |
Income Taxes - Summary of Expen
Income Taxes - Summary of Expense for Income Taxes (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Current: | |||||||
Canada | $ 0 | $ 0 | $ 0 | ||||
Other countries | 34 | ||||||
Total | $ 447 | $ 63 | $ 207 | $ 63 | 34 | ||
Deferred: | |||||||
Canada | 0 | $ 0 | $ 0 | ||||
U.S. | (4,485) | ||||||
Total | $ (2,642) | $ (6,419) | $ (4,485) |
Income Taxes - Summary of Effec
Income Taxes - Summary of Effective Income Tax Rate Reconciliation (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |||||||
Loss before income taxes: | $ (37,248) | $ (12,770) | $ (71,566) | $ (17,951) | $ (72,174) | $ (7,809) | $ (7,883) |
Expected income tax recovery | (15,157) | (2,733) | (2,797) | ||||
Difference in foreign tax rates | (1,864) | 675 | 719 | ||||
Foreign exchange and other | 1,399 | (480) | (72) | ||||
Non-deductible expenses | 5,331 | 61 | (40) | ||||
Changes in enacted rates | (288) | ||||||
Utilization of losses no previously recognized | (9) | ||||||
Change in valuation allowance | 5,840 | $ 2,774 | $ 2,190 | ||||
Income tax recovery, net | $ (4,451) |
Income Taxes - Summary of Compo
Income Taxes - Summary of Components of Deferred Tax (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred assets | |||
Tax loss carryforwards - Canada | $ 13,723 | $ 8,297 | $ 5,821 |
Property and equipment | 2,510 | 183 | 98 |
Deferred financing costs | 27 | 37 | |
Investment tax credits and related pool balance | 57 | 57 | 57 |
Other | 8 | ||
Total Deferred tax assets | 21,097 | 8,730 | 5,985 |
Less valuation allowance | (14,433) | (8,601) | (5,836) |
Net deferred tax assets | 6,664 | 129 | 149 |
Deferred tax liabilities | |||
Plant and equipment | (2,328) | ||
Intangible assets | (289) | (129) | (144) |
Deferred financing costs | (5) | ||
Equity portion of convertible senior notes due 2023 | (8,471) | ||
Total deferred tax liabilities | (11,088) | (129) | (149) |
Net deferred tax liability | (4,424) | ||
U.S. [Member] | |||
Deferred assets | |||
Tax loss carryforwards | 4,173 | ||
Other Countries [Member] | |||
Deferred assets | |||
Tax loss carryforwards | $ 607 | $ 148 | $ 9 |
Income Taxes - Summary of Canad
Income Taxes - Summary of Canadian Non-Capital Loss Carryforwards (Detail) $ in Thousands | Dec. 31, 2018USD ($) |
Operating Loss Carryforwards [Line Items] | |
Non-capital loss carryforwards | $ 51,064 |
2033 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Non-capital loss carryforwards | 381 |
2034 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Non-capital loss carryforwards | 6,429 |
2035 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Non-capital loss carryforwards | 7,627 |
2036 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Non-capital loss carryforwards | 7,230 |
2037 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Non-capital loss carryforwards | 6,195 |
2038 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Non-capital loss carryforwards | $ 23,202 |
Income Taxes - Summary of Open
Income Taxes - Summary of Open Tax Years (Detail) | 12 Months Ended |
Dec. 31, 2018 | |
Portugal [Member] | Minimum [Member] | |
Income Tax Examination [Line Items] | |
Open Years | 2017 |
Portugal [Member] | Maximum [Member] | |
Income Tax Examination [Line Items] | |
Open Years | 2018 |
Netherlands [Member] | Minimum [Member] | |
Income Tax Examination [Line Items] | |
Open Years | 2016 |
Netherlands [Member] | Maximum [Member] | |
Income Tax Examination [Line Items] | |
Open Years | 2018 |
Canada [Member] | Minimum [Member] | |
Income Tax Examination [Line Items] | |
Open Years | 2014 |
Canada [Member] | Maximum [Member] | |
Income Tax Examination [Line Items] | |
Open Years | 2018 |
Germany [Member] | Minimum [Member] | |
Income Tax Examination [Line Items] | |
Open Years | 2016 |
Germany [Member] | Maximum [Member] | |
Income Tax Examination [Line Items] | |
Open Years | 2018 |
Australia [Member] | Minimum [Member] | |
Income Tax Examination [Line Items] | |
Open Years | 2017 |
Australia [Member] | Maximum [Member] | |
Income Tax Examination [Line Items] | |
Open Years | 2018 |
Income Taxes - Summary of Movem
Income Taxes - Summary of Movements in Valuation Allowance (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Balance at beginning of year | $ 8,601 | $ 5,836 |
Change due to expense and foreign exchange | (113) | 395 |
Deductions | 5,945 | 2,370 |
Balance at end of year | $ 14,433 | $ 8,601 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Long-term Purchase Commitment [Line Items] | |||
Lease expiration date | Sep. 30, 2017 | ||
Rent expense under operating leases | $ 745 | $ 175 | $ 0 |
Rose Lifescience Inc [Member] | Distribution And Marketing [Member] | |||
Long-term Purchase Commitment [Line Items] | |||
Minimum commitment Fees | $ 500 | ||
Commitment Term | 5 years |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Future Minimum Rental Payments Under All Non-cancelable Capital and Operating Leases (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Operating leases future minimum payments | ||
2019 | $ 916 | $ 46 |
2020 | 857 | 15 |
2021 | 727 | |
2022 | 589 | |
2023 | 510 | |
Thereafter | 1,372 | |
Total | 4,971 | 61 |
Capital leases future minimum payments | ||
2019 | 733 | 772 |
2020 | 733 | 772 |
2021 | 733 | 772 |
2022 | 733 | 772 |
2023 | 183 | 579 |
Thereafter | 0 | 0 |
Total | $ 3,115 | $ 3,667 |
Business Combinations - Additio
Business Combinations - Additional Information (Detail) $ in Thousands, $ in Thousands | Feb. 28, 2019USD ($) | Feb. 15, 2019USD ($) | Feb. 15, 2019CAD ($) | Feb. 28, 2019USD ($) | Feb. 28, 2019CAD ($) | Oct. 31, 2018USD ($) | Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Sep. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Sep. 30, 2017USD ($) | Jun. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2018USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) |
Business Acquisition [Line Items] | |||||||||||||||||||||
Increase in inventory | $ 38,729 | $ 428 | $ 9,226 | $ 3,295 | $ (693) | ||||||||||||||||
Increase in accounts payable | 692 | 8,019 | 5,218 | 4,728 | 122 | ||||||||||||||||
Decrease in accrued expenses and other current liabilities | 9,453 | 1,652 | 9,418 | 963 | 565 | ||||||||||||||||
Goodwill | $ 154,954 | 154,954 | |||||||||||||||||||
Revenue | 45,904 | $ 15,531 | $ 10,047 | $ 9,744 | $ 7,808 | $ 5,113 | $ 5,406 | $ 4,992 | $ 5,027 | 68,942 | 17,552 | 43,130 | 20,538 | 12,644 | |||||||
Net earnings (loss) | (35,053) | $ (30,301) | $ (31,010) | $ (18,699) | $ (12,833) | $ (5,181) | $ (2,928) | $ (1,767) | $ (2,435) | $ (679) | (65,354) | $ (18,014) | $ (67,723) | $ (7,809) | $ (7,883) | ||||||
Alef [Member] | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Preliminary purchase consideration | $ 2,893 | ||||||||||||||||||||
Consideration held in escrow | 736 | ||||||||||||||||||||
Cash paid on closing | 38 | ||||||||||||||||||||
Alef [Member] | Alef License [Member] | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Recognized intangible asset | 2,984 | ||||||||||||||||||||
Alef [Member] | Class 2 Common Stock [Member] | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Consideration transferred in stock | $ 2,855 | ||||||||||||||||||||
Manitoba Harvest | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Preliminary purchase consideration | $ 310,272 | ||||||||||||||||||||
Cash paid on closing | 114,591 | ||||||||||||||||||||
Contingent consideration increased (decreased) | 547 | ||||||||||||||||||||
Increase in inventory | 20 | ||||||||||||||||||||
Increase (decrease) in property and equipment | 47 | ||||||||||||||||||||
Increase in accounts payable | 321 | ||||||||||||||||||||
Decrease in accrued expenses and other current liabilities | (147) | ||||||||||||||||||||
Decrease in accrued obligations under capital lease | (321) | ||||||||||||||||||||
Decrease in goodwill | (312) | ||||||||||||||||||||
Increase (decrease) in deferred tax liability | 160 | ||||||||||||||||||||
Business Combination, Acquisition Related Expenses | $ 1,328 | ||||||||||||||||||||
Goodwill | 127,681 | 127,681 | |||||||||||||||||||
Gross Contractual Amount | 6,340 | 6,340 | |||||||||||||||||||
Business Combination, Acquired Receivables, Estimated Uncollectible | $ 133 | 133 | |||||||||||||||||||
Revenue | 19,895 | 25,516 | |||||||||||||||||||
Net earnings (loss) | (2,692) | (4,868) | |||||||||||||||||||
Manitoba Harvest | Developed Technology [Member] | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Finite lived intangible assets, period increase (decrease) | 76 | ||||||||||||||||||||
Manitoba Harvest | Customer Relationships [Member] | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Finite lived intangible assets, period increase (decrease) | 456 | ||||||||||||||||||||
Manitoba Harvest | Maximum [Member] | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Preliminary purchase consideration | $ 37,129 | $ 49,000 | |||||||||||||||||||
Natura Naturals Holdings Inc [Member] | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Preliminary purchase consideration | $ 54,232 | ||||||||||||||||||||
Cash paid on closing | 15,252 | ||||||||||||||||||||
Contingent consideration increased (decreased) | (580) | ||||||||||||||||||||
Increase (decrease) in property and equipment | (211) | ||||||||||||||||||||
Decrease in goodwill | (3,541) | ||||||||||||||||||||
Increase (decrease) in deferred tax liability | (4,319) | ||||||||||||||||||||
Business Combination, Acquisition Related Expenses | 824 | ||||||||||||||||||||
Goodwill | $ 24,830 | ||||||||||||||||||||
Revenue | 5,835 | 8,131 | |||||||||||||||||||
Net earnings (loss) | 1,305 | $ (515) | |||||||||||||||||||
Acquired percentage of issued and outstanding shares | 97.00% | 97.00% | |||||||||||||||||||
Natura Naturals Holdings Inc [Member] | Promissory Notes | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Preliminary purchase consideration | $ 26,205 | $ 34,500 | |||||||||||||||||||
Natura Naturals Holdings Inc [Member] | Cultivation License [Member] | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Recognized intangible asset | 10,494 | ||||||||||||||||||||
Finite lived intangible assets, period increase (decrease) | (378) | ||||||||||||||||||||
Natura Naturals Holdings Inc [Member] | Supply contract [Member] | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Recognized intangible asset | $ 2,340 | ||||||||||||||||||||
Finite lived intangible assets, period increase (decrease) | $ (189) |
Financial Instruments - Additio
Financial Instruments - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Financial Instruments [Abstract] | |||||||
Change in exchange rate | 10.00% | 10.00% | |||||
Carrying value of net asset | $ 2,299 | $ 2,817 | |||||
Foreign exchange loss (gain), net | $ (1,611) | $ 1,358 | $ (1,432) | $ 2,504 | $ 7,234 | $ (1,363) | $ (186) |
Related Party Transactions - Su
Related Party Transactions - Summary of Various Components of Parent Company Debt Facilities Represents Related Party Balances Outstanding (Detail) $ in Thousands | Dec. 31, 2017USD ($) |
Related Party Transaction [Line Items] | |
Related-party balances outstanding | $ 32,826 |
Privateer [Member] | |
Related Party Transaction [Line Items] | |
Related-party balances outstanding | 32,826 |
Privateer Holdings Credit Facility [Member] | Privateer [Member] | |
Related Party Transaction [Line Items] | |
Related-party balances outstanding | 24,700 |
Privateer Holdings Construction Facility [Member] | Privateer [Member] | |
Related Party Transaction [Line Items] | |
Related-party balances outstanding | 6,395 |
Privateer Holdings Start Up Loans [Member] | |
Related Party Transaction [Line Items] | |
Related-party balances outstanding | 1,731 |
Privateer Holdings Start Up Loans [Member] | Privateer [Member] | |
Related Party Transaction [Line Items] | |
Related-party balances outstanding | $ 1,731 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Apr. 01, 2018 | Jan. 01, 2018 | Jul. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 01, 2017 | Nov. 01, 2017 | Jan. 01, 2016 |
Schedule of Other Related Party Transactions [Line Items] | |||||||||||||
Repayment under Privateer Holdings debt facilities | $ 36,940,000 | ||||||||||||
Accounts payable - related parties | $ 81,000 | $ 81,000 | 933,000 | ||||||||||
Privateer [Member] | |||||||||||||
Schedule of Other Related Party Transactions [Line Items] | |||||||||||||
Interest expense | 567,000 | $ 548,000 | $ 992,000 | ||||||||||
Repayment under Privateer Holdings debt facilities | $ 36,940,000 | ||||||||||||
Management service fees | $ 0 | $ 233,000 | $ 106,000 | $ 417,000 | $ 3,878,000 | $ 3,397,000 | |||||||
Business development and research and development services mark up percentage | 9.00% | ||||||||||||
Personnel compensation mark up percentage | 3.00% | 3.00% | |||||||||||
Management service fees floating interest rate | 2.54% | ||||||||||||
Privateer [Member] | Revolving Credit Facility [Member] | |||||||||||||
Schedule of Other Related Party Transactions [Line Items] | |||||||||||||
Line of credit facility, maximum borrowing capacity | $ 7,000,000 | $ 25,000,000 | |||||||||||
Line of credit facility, interest rate | 2.62% | 2.54% | |||||||||||
Privateer [Member] | Demand Revolving Construction Facility [Member] | High Park Farms Ltd [Member] | |||||||||||||
Schedule of Other Related Party Transactions [Line Items] | |||||||||||||
Line of credit facility, maximum borrowing capacity | $ 10,000,000 | ||||||||||||
Line of credit facility, interest rate | 2.54% | ||||||||||||
Privateer [Member] | Demand Construction Facility [Member] | Tilray Canada, Ltd. [Member] | |||||||||||||
Schedule of Other Related Party Transactions [Line Items] | |||||||||||||
Line of credit facility, maximum borrowing capacity | $ 1,000,000 | ||||||||||||
Line of credit facility, interest rate | 2.54% | ||||||||||||
Privateer [Member] | Class 2 common stock [Member] | |||||||||||||
Schedule of Other Related Party Transactions [Line Items] | |||||||||||||
Percentage of ownership | 100.00% | 100.00% | |||||||||||
Privateer [Member] | Property and Equipment [Member] | |||||||||||||
Schedule of Other Related Party Transactions [Line Items] | |||||||||||||
Reimbursement of leasehold improvements cost | $ 2,070,000 | $ 2,070,000 | |||||||||||
Privateer [Member] | Deposits and Other Assets [Member] | |||||||||||||
Schedule of Other Related Party Transactions [Line Items] | |||||||||||||
Reimbursement of security deposit cost | $ 1,000,000 | $ 1,000,000 | |||||||||||
Privateer [Member] | Minimum [Member] | Class 1 common stock [Member] | |||||||||||||
Schedule of Other Related Party Transactions [Line Items] | |||||||||||||
Percentage of ownership | 10.00% | 10.00% | |||||||||||
Ten Eleven [Member] | |||||||||||||
Schedule of Other Related Party Transactions [Line Items] | |||||||||||||
Management service fees | $ 75,000 | $ 0 | $ 125,000 | $ 0 | |||||||||
Accounts payable - related parties | $ 73,000 | $ 73,000 | $ 0 | ||||||||||
Ten Eleven [Member] | Minimum [Member] | Class 2 common stock [Member] | |||||||||||||
Schedule of Other Related Party Transactions [Line Items] | |||||||||||||
Percentage of ownership | 10.00% | 10.00% | |||||||||||
Ten Eleven [Member] | Minimum [Member] | Class 1 common stock [Member] | |||||||||||||
Schedule of Other Related Party Transactions [Line Items] | |||||||||||||
Percentage of ownership | 10.00% | 10.00% |
Related Party Transactions - _2
Related Party Transactions - Summary of Outstanding Balances under Loans (Detail) $ in Thousands | Dec. 31, 2017USD ($) |
Related Party Transaction [Line Items] | |
Due to related parties, current | $ 32,826 |
Privateer Holdings Start Up Loans [Member] | |
Related Party Transaction [Line Items] | |
Due to related parties, current | 1,731 |
Tilray Deutschland GmbH [Member] | Privateer Holdings Start Up Loans [Member] | |
Related Party Transaction [Line Items] | |
Due to related parties, current | 1,340 |
Tilray Portugal Unipessoal Lda [Member] | Privateer Holdings Start Up Loans [Member] | |
Related Party Transaction [Line Items] | |
Due to related parties, current | 105 |
Other [Member] | Privateer Holdings Start Up Loans [Member] | |
Related Party Transaction [Line Items] | |
Due to related parties, current | $ 286 |
Business Segment Information -
Business Segment Information - Additional Information (Detail) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2019USD ($) | Jun. 30, 2018USD ($) | Jun. 30, 2019USD ($)Segment | Jun. 30, 2018USD ($) | Dec. 31, 2018Segments | Dec. 31, 2017 | Dec. 31, 2016 | |
Segment Reporting Information [Line Items] | |||||||
Number of operating segment | 1 | 1 | |||||
Excise taxes | $ 3,862 | $ 0 | $ 5,776 | $ 0 | |||
Customer Concentration Risk [Member] | Revenue [Member] | Customer A [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Concentration risk percentage | 15.00% | 36.00% | 13.00% | 31.00% | 24.00% | ||
Customer Concentration Risk [Member] | Revenue [Member] | Customer B [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Concentration risk percentage | 11.00% | 11.00% | |||||
Customer Concentration Risk [Member] | Revenue [Member] | Customer C [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Concentration risk percentage | 10.00% | ||||||
Customer Concentration Risk [Member] | Revenue [Member] | Minimum [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Concentration risk percentage | 10.00% | ||||||
Customer Concentration Risk [Member] | Revenue [Member] | Minimum [Member] | No Customer [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Concentration risk percentage | 10.00% | 10.00% | |||||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Customer A [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Concentration risk percentage | 16.00% | 16.00% | |||||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Customer B [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Concentration risk percentage | 30.00% | ||||||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Minimum [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Concentration risk percentage | 10.00% | ||||||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Minimum [Member] | No Customer [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Concentration risk percentage | 10.00% |
Business Segment Information _2
Business Segment Information - Summary of Sources of Revenue (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||
Jun. 30, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Segment Reporting Information [Line Items] | ||||||||||||||
Revenues | $ 45,904 | $ 15,531 | $ 10,047 | $ 9,744 | $ 7,808 | $ 5,113 | $ 5,406 | $ 4,992 | $ 5,027 | $ 68,942 | $ 17,552 | $ 43,130 | $ 20,538 | $ 12,644 |
Dried Cannabis [Member] | ||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||
Revenues | 21,866 | 5,246 | 32,802 | 9,869 | 21,674 | 16,260 | 11,324 | |||||||
Cannabis Extracts [Member] | ||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||
Revenues | 3,899 | 4,439 | 10,353 | 7,545 | 21,179 | 3,965 | 1,107 | |||||||
Food Products [Member] | ||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||
Revenues | 19,935 | 25,517 | ||||||||||||
Accessories And Other [Member] | ||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||
Revenues | $ 204 | $ 59 | $ 270 | $ 138 | $ 277 | $ 313 | $ 213 |
Business Segment Information _3
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 | 6 Months Ended | 12 Months Ended | |||||||||||
Jun. 30, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Segment Reporting Information [Line Items] | ||||||||||||||
Revenues | $ 45,904 | $ 15,531 | $ 10,047 | $ 9,744 | $ 7,808 | $ 5,113 | $ 5,406 | $ 4,992 | $ 5,027 | $ 68,942 | $ 17,552 | $ 43,130 | $ 20,538 | $ 12,644 |
CANADA [Member] | ||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||
Revenues | 30,329 | 9,399 | 47,331 | 17,012 | 40,209 | 19,775 | $ 12,644 | |||||||
Other Countries [Member] | ||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||
Revenues | 4,845 | $ 345 | 6,656 | $ 540 | $ 2,921 | $ 763 | ||||||||
U.S. [Member] | ||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||
Revenues | $ 10,730 | $ 14,955 |
Business Segment Information _4
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 | Jun. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Segment Reporting Information [Line Items] | |||
Property and equipment, net of accumulated depreciation | $ 147,558 | $ 80,214 | $ 39,985 |
CANADA [Member] | |||
Segment Reporting Information [Line Items] | |||
Property and equipment, net of accumulated depreciation | 121,494 | 64,687 | 39,086 |
Portugal [Member] | |||
Segment Reporting Information [Line Items] | |||
Property and equipment, net of accumulated depreciation | 23,462 | 15,455 | |
Other Countries [Member] | |||
Segment Reporting Information [Line Items] | |||
Property and equipment, net of accumulated depreciation | 105 | $ 72 | $ 899 |
U.S. [Member] | |||
Segment Reporting Information [Line Items] | |||
Property and equipment, net of accumulated depreciation | $ 2,497 |
Schedule of Quarterly Financial
Schedule of Quarterly Financial Data (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||||
Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||||
Revenue | $ 45,904 | $ 15,531 | $ 10,047 | $ 9,744 | $ 7,808 | $ 5,113 | $ 5,406 | $ 4,992 | $ 5,027 | $ 68,942 | $ 17,552 | $ 43,130 | $ 20,538 | $ 12,644 | |
Gross Margin | 12,273 | 3,134 | 3,068 | 4,177 | 3,896 | 2,934 | 2,967 | 2,708 | 2,768 | 17,658 | 8,073 | 14,275 | 11,377 | 2,670 | |
Operating Loss | (32,520) | (22,908) | (20,012) | (10,991) | (3,740) | (2,612) | (2,182) | (2,316) | (388) | (60,394) | (14,731) | (57,650) | (7,498) | (7,049) | |
Net loss | $ (35,053) | $ (30,301) | $ (31,010) | $ (18,699) | $ (12,833) | $ (5,181) | $ (2,928) | $ (1,767) | $ (2,435) | $ (679) | $ (65,354) | $ (18,014) | $ (67,723) | $ (7,809) | $ (7,883) |
Net loss per share - basic and diluted | $ (0.36) | $ (0.33) | $ (0.21) | $ (0.17) | $ (0.07) | $ (0.04) | $ (0.02) | $ (0.01) | $ (0.01) | $ (0.68) | $ (0.24) | $ (0.82) | $ (0.10) | $ (0.11) |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) £ in Thousands, shares in Thousands, $ in Thousands, $ in Thousands | Jul. 11, 2019USD ($)shares | Jul. 11, 2019GBP (£) | Feb. 28, 2019USD ($)Store | Feb. 28, 2019CAD ($)Store |
FHF Holdings Ltd. [Member] | ||||
Subsequent Event [Line Items] | ||||
Contingent consideration | $ 319,000 | $ 419,000 | ||
Number of stores | Store | 16,000 | 16,000 | ||
Natura Naturals Holdings Inc. [Member] | ||||
Subsequent Event [Line Items] | ||||
Contingent consideration | $ 53,400 | $ 70,000 | ||
Subsequent Event [Member] | Smith and Sinclair [Member] | ||||
Subsequent Event [Line Items] | ||||
Cash paid on closing | $ | $ 2,409 | |||
Subsequent Event [Member] | Class 2 Common Stock [Member] | Smith and Sinclair [Member] | ||||
Subsequent Event [Line Items] | ||||
Common stock issued | shares | 79,289 | |||
Subsequent Event [Member] | Class 2 Common Stock [Member] | Smith and Sinclair [Member] | Maximum [Member] | ||||
Subsequent Event [Line Items] | ||||
Contingent consideration | $ 3,095 | £ 2,472 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Summary of Estimated Useful Lives of Definite Life Intangible Assets (Detail) | 6 Months Ended |
Jun. 30, 2019 | |
Customer Relationships [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful lives of intangible assets | 16 years |
Developed Technology [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful lives of intangible assets | 10 years |
Website [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful lives of intangible assets | 3 years |
Supply contract [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful lives of intangible assets | 3 years |
Alef License [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful lives of intangible assets | 2 years |
Minimum [Member] | Customer Relationships [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful lives of intangible assets | 14 years |
Maximum [Member] | Customer Relationships [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful lives of intangible assets | 16 years |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets - Schedule of Prepaid Expenses and Other Current Assets (Detail) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Prepaid Expense and Other Assets, Current [Abstract] | |||
Deposits | $ 26,885 | $ 1,511 | |
Prepaid expenses | 8,201 | 1,496 | |
Other current assets | 1,547 | ||
Total | $ 36,633 | $ 3,007 | $ 545 |
Goodwill - Schedule of Change i
Goodwill - Schedule of Change in Carrying Amount of Goodwill (Detail) $ in Thousands | 6 Months Ended |
Jun. 30, 2019USD ($) | |
Goodwill [Line Items] | |
Foreign currency translation adjustment | $ 2,443 |
Goodwill, Ending balance | 154,954 |
Manitoba Harvest | |
Goodwill [Line Items] | |
Acquisition | 127,681 |
Natura | |
Goodwill [Line Items] | |
Acquisition | $ 24,830 |
Stockholders' Equity - Summar_2
Stockholders' Equity - Summary of Capital Stock (Parenthetical) (Detail) - Vote | Jun. 30, 2019 | Dec. 31, 2018 |
Class 1 Common Stock [Member] | ||
Class Of Stock [Line Items] | ||
Common stock, votes for each share | 10 | 10 |
Class 2 Common Stock [Member] | ||
Class Of Stock [Line Items] | ||
Common stock, votes for each share | 1 | 1 |
ABG Profit Participation Arra_2
ABG Profit Participation Arrangement - Additional Information (Detail) - USD ($) $ in Thousands | Jan. 14, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Feb. 28, 2019 | Jan. 31, 2019 | Jun. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Class Of Stock [Line Items] | ||||||||
Additional paid-in capital | $ 526,830 | $ 526,830 | $ 302,057 | $ 31,736 | ||||
Other receivables | 1,195 | 1,195 | $ 969 | $ 1,131 | ||||
ABG Intermediate Holdings Two LLC [Member] | ||||||||
Class Of Stock [Line Items] | ||||||||
Percentage of participation rights | 49.00% | |||||||
Term of receipt of guaranteed minimum revenue | 10 years | |||||||
Cash paid | $ 13,333 | $ 20,000 | ||||||
Proceeds from participation rights distributions | $ 5,000 | |||||||
Discount rate | 12.00% | |||||||
Additional paid-in capital | $ 30,292 | 30,292 | ||||||
Other receivables | 435 | 435 | ||||||
Deposits assets | 6,910 | 6,910 | ||||||
Indefinite intangible asset, Cost | 119,366 | 119,366 | ||||||
Reversal of deferred tax liabilities | $ 31,730 | |||||||
ABG Intermediate Holdings Two LLC [Member] | Minimum [Member] | ||||||||
Class Of Stock [Line Items] | ||||||||
Guaranteed minimum receipt | $ 10,000 | |||||||
ABG Intermediate Holdings Two LLC [Member] | Class 2 Common Stock [Member] | ||||||||
Class Of Stock [Line Items] | ||||||||
Common stock issued, Shares | 840,107 | 840,107 | ||||||
Future payment of share triggers relating to regulatory status of products | $ 16,667 | $ 83,333 |
Business Combinations - Revised
Business Combinations - Revised Purchase Price (Detail) - Manitoba Harvest $ in Thousands | Feb. 28, 2019USD ($) | |
Business Acquisition [Line Items] | ||
Cash paid on closing | $ 114,591 | |
Cash payable six months after closing | 37,490 | |
Working capital adjustment | 274 | |
Contingent consideration | 29,207 | |
Total fair value of consideration transferred | 310,272 | |
Class 2 Common Stock | ||
Business Acquisition [Line Items] | ||
Class 2 common stock issued on closing | 96,844 | [1] |
Class 2 common stock issuable six months after closing | $ 31,866 | [1] |
[1] | 1,209,946 shares of Class 2 common stock were issued on closing. The amount of Class 2 common stock issuable six months after closing will be the determined in accordance with the Manitoba Harvest acquisition agreement based on the trading price of the shares. |
Business Combinations - Revis_2
Business Combinations - Revised Purchase Price (Parenthetical) (Detail) | 1 Months Ended |
Feb. 28, 2019shares | |
Manitoba Harvest | Class 2 Common Stock | |
Business Acquisition [Line Items] | |
Common stock issued | 1,209,946 |
Business Combinations - Revis_3
Business Combinations - Revised Preliminary Allocation of The Purchase Price To Assets acquired and Liabilities Assumed (Detail) - USD ($) $ in Thousands | Feb. 28, 2019 | Jun. 30, 2019 |
Assets | ||
Goodwill | $ 154,954 | |
Developed Technology [Member] | ||
Business Acquisition [Line Items] | ||
Estimated useful lives of intangible assets | 10 years | |
Customer Relationships [Member] | ||
Business Acquisition [Line Items] | ||
Estimated useful lives of intangible assets | 16 years | |
Customer Relationships [Member] | Minimum [Member] | ||
Business Acquisition [Line Items] | ||
Estimated useful lives of intangible assets | 14 years | |
Customer Relationships [Member] | Maximum [Member] | ||
Business Acquisition [Line Items] | ||
Estimated useful lives of intangible assets | 16 years | |
Manitoba Harvest | ||
Assets | ||
Cash and cash equivalents | $ 5,534 | |
Accounts receivable | 6,207 | |
Inventory | 15,331 | |
Prepaid expenses and other current as | 1,030 | |
Property and equipment | 23,581 | |
Goodwill | 127,681 | |
Total assets | 375,330 | |
Liabilities | ||
Accounts payable | 4,973 | |
Accrued expenses and other current liabilities | 4,911 | |
Deferred tax liability | 55,174 | |
Total liabilities | 65,058 | |
Net assets acquired | 310,272 | |
Manitoba Harvest | Trademarks [Member] | ||
Assets | ||
Intangible assets | 54,688 | |
Manitoba Harvest | Developed Technology [Member] | ||
Assets | ||
Intangible assets | 6,988 | |
Manitoba Harvest | Customer Relationships [Member] | ||
Assets | ||
Intangible assets | $ 134,290 | |
Manitoba Harvest | Developed Technology [Member] | ||
Business Acquisition [Line Items] | ||
Estimated useful lives of intangible assets | 10 years | |
Manitoba Harvest | Customer Relationships [Member] | Minimum [Member] | ||
Business Acquisition [Line Items] | ||
Estimated useful lives of intangible assets | 14 years | |
Manitoba Harvest | Customer Relationships [Member] | Maximum [Member] | ||
Business Acquisition [Line Items] | ||
Estimated useful lives of intangible assets | 16 years |
Business Combinations - Prelimi
Business Combinations - Preliminary Purchase Price (Detail) - Natura Naturals Holdings Inc [Member] $ in Thousands | Feb. 15, 2019USD ($) | |
Business Acquisition [Line Items] | ||
Cash paid on closing | $ 15,252 | |
Contingent consideration | 20,007 | |
Fair value of previously held interest | 1,565 | [1] |
Effective settlement of pre-existing debt | 2,308 | [2] |
Total fair value of consideration transferred | 54,232 | |
Class 2 Common Stock | ||
Business Acquisition [Line Items] | ||
Class 2 common stock issued on closing | $ 15,100 | [3] |
[1] | The fair value of the Company's investment in Natura on the acquisition date was determined based on the fair value of total consideration transferred and reflected book value on the acquisition date. | |
[2] | The Company held $3,000 CAD convertible debt of Natura at the acquisition date. On acquisition, this debt and related accrued interest was effectively settled. | |
[3] | 180,332 shares of Class 2 common stock issued on closing. |
Business Combinations - Preli_2
Business Combinations - Preliminary Purchase Price (Parenthetical) (Detail) - Natura Naturals Holdings Inc [Member] $ in Thousands | Feb. 15, 2019CAD ($)shares |
Business Acquisition [Line Items] | |
Convertible Debt | $ | $ 3,000 |
Class 2 Common Stock | |
Business Acquisition [Line Items] | |
Common stock issued | shares | 180,332 |
Business Combinations - Preli_3
Business Combinations - Preliminary Allocation Of The Purchase Price To Assets acquired And Liabilities Assumed (Detail) - USD ($) $ in Thousands | Feb. 15, 2019 | Jun. 30, 2019 | |
Assets | |||
Goodwill | $ 154,954 | ||
Supply contract [Member] | |||
Business Acquisition [Line Items] | |||
Estimated useful lives of intangible assets | 3 years | ||
Natura Naturals Holdings Inc [Member] | |||
Assets | |||
Cash and cash equivalents | $ 169 | ||
Accounts receivable | 109 | ||
Inventory | 3,482 | ||
Prepaid expenses and other current | 166 | ||
Property and equipment | 17,435 | ||
Goodwill | 24,830 | ||
Total assets | 59,025 | ||
Liabilities | |||
Accounts payable | 3,280 | ||
Accrued expenses and other current | 876 | ||
Deferred tax liability | 637 | ||
Total liabilities | 4,793 | ||
Net assets acquired | 54,232 | ||
Natura Naturals Holdings Inc [Member] | Cultivation License [Member] | |||
Assets | |||
Intangible assets | $ 10,494 | ||
Natura Naturals Holdings Inc [Member] | Supply contract [Member] | |||
Business Acquisition [Line Items] | |||
Estimated useful lives of intangible assets | [1] | 3 years | |
Assets | |||
Intangible assets | $ 2,340 | ||
[1] | The estimated useful life of the supply contract intangible asset is 3 years. Amortization of the asset will commence once supply commences. |
Business Combinations - Preli_4
Business Combinations - Preliminary Allocation Of The Purchase Price To Assets acquired And Liabilities Assumed (Parenthetical) (Detail) - Supply contract [Member] | Feb. 15, 2019 | Jun. 30, 2019 | |
Business Acquisition [Line Items] | |||
Weighted Average Amortization Period (in years) | 3 years | ||
Natura Naturals Holdings Inc [Member] | |||
Business Acquisition [Line Items] | |||
Weighted Average Amortization Period (in years) | [1] | 3 years | |
[1] | The estimated useful life of the supply contract intangible asset is 3 years. Amortization of the asset will commence once supply commences. |
Business Combinations - Schedul
Business Combinations - Schedule of Pro Forma Information (Detail) - Manitoba Harvest And Natura [Member] - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Business Acquisition [Line Items] | ||
Revenue | $ 79,707 | $ 54,070 |
Net loss | $ (68,182) | $ (23,856) |
Net loss per share - basic and diluted | $ (0.71) | $ (0.31) |