Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2018 | Nov. 14, 2018 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | TLRY | |
Entity Registrant Name | TILRAY, INC. | |
Entity Central Index Key | 1,731,348 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Emerging Growth Company | true | |
Entity Small Business | false | |
Entity Ex Transition Period | false | |
Class 1 Common Stock [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 16,666,667 | |
Class 2 Common Stock [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 76,498,178 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Current assets | ||
Cash and cash equivalents | $ 104,245 | $ 2,323 |
Short-term investments | 14,712 | |
Accounts receivable, net | 5,746 | 983 |
Other receivables | 4,696 | 1,131 |
Inventory | 12,107 | 7,421 |
Prepaid expenses and other current assets | 4,431 | 545 |
Total current assets | 145,937 | 12,403 |
Property, plant and equipment, net | 75,580 | 39,985 |
Intangible assets, net | 1,387 | 934 |
Deposits and other assets | 897 | 626 |
Total assets | 223,801 | 53,948 |
Current liabilities: | ||
Accounts payable | 10,107 | 5,563 |
Accrued expenses and other current liabilities | 7,340 | 2,021 |
Accrued obligations under capital lease | 103 | 379 |
Current portion of long-term debt | 9,348 | 9,432 |
Privateer Holdings debt facilities | 32,826 | |
Total current liabilities | 26,898 | 50,221 |
Accrued obligations under capital lease | 8,789 | 8,579 |
Total liabilities | 35,687 | 58,800 |
Commitments and contingencies (Note 12) | ||
Stockholders’ equity (deficit) | ||
Capital stock (none authorized, issued or outstanding at September 30, 2018; 1 share authorized, issued and outstanding at December 31, 2017) | 0 | 0 |
Additional paid-in capital | 261,944 | 31,736 |
Accumulated other comprehensive income | 3,328 | 3,866 |
Accumulated deficit | (77,168) | (40,454) |
Total stockholders’ equity (deficit) | 188,114 | (4,852) |
Total liabilities and stockholders’ equity (deficit) | 223,801 | 53,948 |
Convertible Preferred Stock [Member] | ||
Stockholders’ equity (deficit) | ||
Convertible preferred stock ($0.0001 par value, 10,000,000 shares authorized and none issued or outstanding at September 30, 2018; none authorized, issued or outstanding at December 31, 2017) | ||
Class 1 common stock [Member] | ||
Stockholders’ equity (deficit) | ||
Common stock value | 2 | |
Class 2 common stock [Member] | ||
Stockholders’ equity (deficit) | ||
Common stock value | $ 8 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2018 | Dec. 31, 2017 |
Capital stock, shares authorized | 0 | 1 |
Capital stock, shares issued | 0 | 1 |
Capital stock, shares outstanding | 0 | 1 |
Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.0001 | |
Preferred stock, shares authorized | 10,000,000 | 0 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Class 1 common stock [Member] | ||
Common stock, par value | $ 0.0001 | |
Common stock, shares authorized | 250,000,000 | 0 |
Common stock, shares issued | 16,666,667 | 0 |
Common stock, shares outstanding | 16,666,667 | 0 |
Class 2 common stock [Member] | ||
Common stock, par value | $ 0.0001 | |
Common stock, shares authorized | 500,000,000 | 0 |
Common stock, shares issued | 76,477,375 | 0 |
Common stock, shares outstanding | 76,477,375 | 0 |
Class 3 common stock [Member] | ||
Common stock, par value | $ 0.0001 | |
Common stock, shares authorized | 0 | 0 |
Common stock, shares issued | 0 | 0 |
Common stock, shares outstanding | 0 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Net Loss and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Income Statement [Abstract] | ||||
Revenue | $ 10,047 | $ 5,406 | $ 27,599 | $ 15,425 |
Cost of sales | 6,979 | 2,439 | 16,458 | 7,001 |
Gross margin | 3,068 | 2,967 | 11,141 | 8,424 |
Research and development expenses | 802 | 729 | 2,416 | 2,431 |
Sales and marketing expenses | 3,493 | 1,469 | 9,061 | 3,912 |
General and administrative expenses | 7,540 | 2,916 | 17,530 | 6,881 |
Stock-based compensation expense | 11,245 | 35 | 16,877 | 104 |
Operating loss | (20,012) | (2,182) | (34,743) | (4,904) |
Foreign exchange loss (gain), net | (1,592) | (838) | 913 | (1,417) |
Interest expense, net | 480 | 432 | 1,393 | 1,428 |
Other income, net | (225) | (9) | (422) | (15) |
Loss before income taxes | (18,675) | (1,767) | (36,627) | (4,900) |
Income tax expense | 24 | 0 | 87 | 0 |
Net loss | $ (18,699) | $ (1,767) | $ (36,714) | $ (4,900) |
Net loss per share - basic and diluted | $ (0.20) | $ (0.02) | $ (0.39) | $ (0.07) |
Shares used in computation of net loss per share - basic and diluted | 93,144,042 | 75,000,000 | 93,144,042 | 75,000,000 |
Net loss | $ (18,699) | $ (1,767) | $ (36,714) | $ (4,900) |
Foreign currency translation gain (loss) | 450 | (1) | 538 | (241) |
Comprehensive loss | $ (18,249) | $ (1,768) | $ (36,176) | $ (5,141) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Operating activities | ||
Net loss | $ (36,714) | $ (4,900) |
Adjusted for the following items: | ||
Foreign currency loss (gain) | 859 | (1,417) |
Provision for doubtful accounts | 17 | (9) |
Inventory write-downs | 281 | 205 |
Depreciation and amortization | 2,552 | 1,402 |
Stock-based compensation expense | 16,877 | 104 |
Non-cash interest expense | 463 | 640 |
Deferred income tax expense | 87 | |
(Gain) loss on disposal of property, plant and equipment | (2) | 7 |
Changes in non-cash working capital: | ||
Accounts receivable | (4,808) | (566) |
Other receivables | (3,553) | (267) |
Inventory | (7,754) | (2,083) |
Prepaid expenses and other current assets | (4,686) | (1,210) |
Accounts payable | 3,399 | 168 |
Due to related parties | 1,014 | |
Accrued expenses and other current liabilities | 5,528 | 1,027 |
Net cash used in operating activities | (26,440) | (6,899) |
Investing activities | ||
Purchases of short-term investments | (44,061) | |
Proceeds from sales of short-term investments | 29,257 | |
Proceeds from maturities of short-term investments | 136 | |
Purchases of property, plant and equipment | (38,076) | (3,298) |
Dispositions of property, plant and equipment | 34 | 23 |
Purchases of intangible assets | (834) | (107) |
Net cash used in investing activities | (53,544) | (3,382) |
Financing activities | ||
Repayment under Privateer Holdings debt facilities | (36,940) | |
Advances under Privateer Holdings debt facilities | 3,700 | 4,872 |
Proceeds from Preferred Shares - Series A | 52,638 | |
Lease payments under capital lease | (516) | |
Proceeds from issuance of common stock pursuant to IPO | 176,084 | |
Payment of costs from issuance of common stock pursuant to IPO | (15,299) | |
Net cash provided by financing activities | 179,667 | 4,872 |
Effect of foreign currency translation on cash | 2,239 | 413 |
Increase (decrease) in cash and cash equivalents | 101,922 | (4,996) |
Cash and cash equivalents, beginning of period | 2,323 | 7,531 |
Cash and cash equivalents, end of period | 104,245 | 2,535 |
Supplemental Disclosure for Cash Flow Information | ||
Cash paid for interest | $ 930 | $ 787 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 1. 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 Company’s audited consolidated financial statements included in the Company’s final prospectuses for its initial public offering (“IPO”) filed on July 19, 2018 pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended, for the year ended December 31, 2017 (the “Annual Financial Statements”). These financial statements reflect all adjustments, consisting solely of normal recurring adjustments, which, in the opinion of management, are necessary for a fair presentation of the Company’s financial position and results of operations. The results of operations for the three and nine months ended September 30, 2018 and 2017 are not necessarily indicative of results that can be expected for the full year. Other than described below, there have been no changes to our significant accounting policies described in our Annual Financial Statements that have had a material impact on our consolidated financial statements and related notes. 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, certificates of deposit and money market funds. Short-term nvestments The Company invests cash resources primarily in corporate bonds, certificate of deposits and treasury bills. The Company’s intent is to convert all investments into cash to be used for operations and has classified them as available-for-sale, which are reported at estimated fair value with unrealized gains and losses included in accumulated other comprehensive income in stockholders’ equity (deficit). Realized gains, realized losses and unrealized losses that are other than temporary If the estimated fair value of a security is below its carrying value, the Company evaluates whether it is more likely than not that it will sell the security before its anticipated recovery in market value and whether evidence indicating that the cost of the investment is recoverable within a reasonable period of time outweighs evidence to the contrary. The Company also evaluates whether or not it intends to sell the investment. If the impairment is considered to be other-than-temporary, the security is written down to its estimated fair value. In addition, the Company considers whether credit losses exist for any securities. A credit loss exists if the present value of cash flows expected to be collected is less than the amortized cost basis of the security. Other-than-temporary declines in estimated fair value and credit losses are charged against investment and other income, net. Fair value measurements The carrying value of the Company’s accounts receivable, other receivables, accounts payable, accrued expenses and other current liabilities and Privateer Holdings debt facilities approximate their fair value due to their short-term nature. Investments that are classified as available-for-sale are recorded at estimated fair value. The estimated fair value for securities held is determined using quoted market prices or broker or dealer quotations. 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. Stock-based compensation The Company’s employees historically participated in Privateer Holdings’ equity-based compensation plan (the “Original Plan”). Equity-based compensation expense for awards under the Original Plan have been allocated to these financial statements based on the awards and terms previously granted to Privateer Holdings’ employees. The Company adopted a new 2018 Equity Incentive Plan (the “New Plan”), amended in May 2018, and has reserved 9,199,338 shares of common stock for issuance under the New Plan. Under the New Plan, common shares reserved for issuance automatically increases 4% at the end of December of each year. In May, June and August 2018, the Company granted stock options and RSUs as well as performance-based awards in the form of stock options and RSUs. For the performance-based awards granted, the performance condition was satisfied on the effectiveness of the registration statement for the Company’s IPO, which occurred in July 2018. The Company measures and recognizes compensation expense for stock options 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. For those awards 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 awards, 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, net of estimated forfeitures. The Company will recognize remaining compensation expense with respect to a milestone, if any, over the remaining estimated service period. New Accounting Pronouncements not yet adopted In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606), a new standard on revenue recognition. Further, the FASB has issued a number of additional ASUs regarding the new revenue recognition standard. The new standard, as amended, will supersede existing revenue recognition guidance and apply to all entities that enter into contracts to provide goods or services to customers. In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers – Deferral of the Effective Date, which amends ASU 2014-09 to defer the effective date by one year. For public companies, the new standard is effective for annual reporting periods beginning after December 31, 2017, including interim periods within that reporting period. For all other entities, including emerging growth companies, this standard is effective for annual reporting periods beginning after December 15, 2018. Early adoption is permitted. The Company does not plan to early adopt. The Company is evaluating the impact and expects to implement the provisions of ASU 2014-09 as of January 1, 2019 and has not yet selected a transition method. The adoption of this ASU is not expected to have a material effect on the Company’s consolidated financial statements. In January 2016, the FASB issued ASU 2016-01, Financial Instruments – Overall (Subtopic 825-10) – Recognition and Measurement of Financial Assets and Financial Liabilities. ASU 2016-01 is intended to enhance the reporting model for financial instruments to provide users of financial statements with more decision-useful information. ASU 2016-01 is effective for annual periods beginning after December 15, 2018, and interim periods within those annual periods beginning after December 15, 2019. The adoption of this ASU is not expected to have a material effect on the Company’s consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which supersedes the current accounting for leases and while retaining two distinct types of leases, finance and operating, (1) requires lessees to record a right of use asset and a related liability for the rights and obligations associated with a lease, regardless of lease classification, and recognize lease expense in a manner similar to current accounting, (2) eliminates most real estate specific lease provisions, and, (3) aligns many of the underlying lessor model principles with those in the new revenue standard. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today. For public companies, the new standard is effective for annual and interim periods in fiscal years beginning after December 15, 2018. Entities are required to use a modified retrospective approach when transitioning to the ASU for leases that exist as of or are entered into after the beginning of the earliest comparative period presented in the financial statements. The Company expects to implement the provisions of ASU 2016-02 as of January 1, 2019. The Company is currently evaluating the impact of the new standard on its financial statements. In March 2016, the FASB issued ASU 2016-09, Compensation – Stock Compensation (Topic 718). ASU 2016-09 is intended to simplify the accounting for share-based payment transactions, including income tax consequences, classification of awards as either assets or liabilities and classification on the statement of cash flows. ASU 2016-09 is effective for annual periods beginning after December 15, 2017 and interim periods within annual periods beginning after December 15, 2018. Early adoption is permitted. The Company adopted the provisions of ASU 2016-09 as of January 1, 2018. In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU 2016-13 requires the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions and reasonable and supportable forecasts. Adoption of ASU 2016-13 will require financial institutions and other organizations to use forward-looking information to better formulate their credit loss estimates. In addition, the ASU amends the accounting for credit losses on available for sale debt securities and purchased financial assets with credit deterioration. This update will be effective for fiscal years beginning after December 15, 2020 and interim periods within fiscal years beginning after December 15, 2021. The Company expects to implement the provisions of ASU 2016-13 as of January 1, 2022. The adoption of this ASU is not expected to have a material effect on the Company’s financial statements. In August 2018, the FASB issued ASU 2018-13, Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement (Topic 820). ASU 2018-13 adds, modifies, and removes certain fair value measurement disclosure requirements. ASU 2018-13 is effective for annual and interim periods beginning after December 15, 2019. Early adoption is permitted. The adoption of this ASU is not expected to have a material effect on the Company’s financial statements. |
Investments
Investments | 9 Months Ended |
Sep. 30, 2018 | |
Investments Debt And Equity Securities [Abstract] | |
Investments | 2. Investments As at September 30, 2018, available-for-sale securities recorded in short-term investments consist of: Amortized Fair Costs Value Corporate bonds $ 9,314 $ 9,393 Certificates of deposit 1,555 1,555 Treasury bills 3,760 3,764 Total $ 14,629 $ 14,712 |
Fair Value Measurement
Fair Value Measurement | 9 Months Ended |
Sep. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | 3. Fair Value Measurement The Company complies with FASB ASC 820, Fair Value Measurements, for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of September 30, 2018, 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 Other Significant identical observable unobservable assets inputs inputs (Level 1) (Level 2) (Level 3) Total Cash equivalents: Money market fund $ 9,972 $ — — $ 9,972 Certificates of deposit — 2,185 — 2,185 Total cash equivalents 9,972 2,185 — 12,157 Short-term investments: Corporate bonds 9,393 — — 9,393 Certificates of deposit — 1,555 — 1,555 Treasury bills 3,764 — — 3,764 Total short-term investments 13,157 1,555 — 14,712 Total $ 23,129 $ 3,740 — $ 26,869 |
Inventory
Inventory | 9 Months Ended |
Sep. 30, 2018 | |
Inventory Disclosure [Abstract] | |
Inventory | 4 . Inventory Inventory is comprised of the following items: As of September 30, 2018 As of December 31, 2017 Raw materials $ 1,209 $ 163 Work-in-process – dry cannabis 7,611 1,396 Work-in-process – cannabis extracts 1,980 30 Finished goods – dry cannabis 226 3,501 Finished goods – cannabis extracts 998 2,158 Finished goods – accessories 83 173 Total $ 12,107 $ 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 three and nine months ended September 30, 2018, the Company recorded write-downs related to cannabis oil within work-in-process of $795 and $1,498, respectively (September 30, 2017 – $447 and $617), in cost of sales. |
Property, Plant and Equipment
Property, Plant and Equipment | 9 Months Ended |
Sep. 30, 2018 | |
Property Plant And Equipment [Abstract] | |
Property, Plant and Equipment | 5 . The Company had $35,725 (December 31, 2017 – $10,464) in property, plant and equipment additions related to building and leasehold improvements, laboratory and manufacturing equipment, construction in process and foreign currency exchange adjustments during the nine months ended September 30, 2018. Additions to building and leasehold improvements primarily related to the Company’s Enniskillen, Ontario facility being placed into service. Additions to construction in process primarily related to the ongoing construction of the Company’s London, Ontario and Portugal facilities. For the three and nine months ended September 30, 2018, depreciation on property, plant and equipment was $1,235 and $2,202, respectively (September 30, 2017 – $364 and $1,038). Depreciation expense included in cost of sales relating to manufacturing equipment and production facilities was $208 and $467, respectively (September 30, 2017 – $87 and $249). Depreciation expense included in general administrative expenses related to general office space and equipment is $34 and $93, respectively (September 30, 2017 – $29 and $82). The remaining depreciation is included in inventory. |
Intangible Assets
Intangible Assets | 9 Months Ended |
Sep. 30, 2018 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Intangible Assets | 6. Intangible Assets Intangible assets include the internally developed patient portal for online orders. For the nine months ended September 30, 2018, the Company had $830 (December 31, 2017 – $509) in intangible asset additions related to construction in process and foreign currency exchange adjustments. For the three and nine months ended September 30, 2018, amortization expense on intangible assets was $169 and $350, respectively, (September 30, 2017 – $83 and $364) and is included in general and administrative expenses. The net carrying value of intangible assets includes $36 (December 31, 2017 – $381) of intangible assets under construction, relating to expenditures incurred to develop additional functionalities for the patient portal. The amortization expense for the next five years on intangible assets in use is: remaining three months of 2018 – $172; 2019 – $639; thereafter – $551 . |
Long-term Debt
Long-term Debt | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Long-term Debt | 7 . Long-term debt is as follows: As of September 30, 2018 As of December 31, 2017 Mortgage payable, due January 2019, annual interest 11.5% $ 9,348 $ 9,537 Unamortized deferred financing costs — (105 ) 9,348 9,432 Less current portion of long-term debt (9,348 ) (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 is secured by a deed of trust on all assets of Tilray Canada, Ltd. and is 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. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 8 . Related-Party Transactions The Company was a wholly owned subsidiary of Privateer Holdings, Inc. (“Privateer Holdings” or “Parent”) prior to its Series A preferred stock financing and its IPO. The various components of the Privateer Holdings debt facilities which represents the related-party balances outstanding are as follows: As of September 30, 2018 As of December 31, 2017 Privateer Holdings credit facility $ — $ 24,700 Privateer Holdings construction facility — 6,395 Privateer Holdings start-up loans — 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 applicable federal U.S. rate. 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 applicable federal U.S. rate. For the three and nine months ended September 30, 2018, the Company recognized $74 and $490, respectively, (September 30, 2017 – $31 and $396) 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 applicable federal U.S. rate. 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 applicable federal U.S. rate. Privateer Holdings start-up loans 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 loans. The advances are repayable upon demand. The outstanding balances under these loans are: As of September 30, 2018 As of December 31, 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 loans. Privateer Holdings management fees 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 as of September 30, 2018 was $1,014. Management services for the three and nine months ended September 30, 2018 was $1,014 and $2,887, respectively, (September 30, 2017 – $878 and $3,066) 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 basis. Pursuant to this agreement, the Company pays Privateer Holdings a monthly services fee that is based on the proportional share of the actual costs incurred by Privateer Holdings in performing the requested services. Personnel compensation is charged at cost plus a 3.0% markup and other services provided are charged at cost. The interest on the management services fee accrues at a floating rate of 2.54%, reset annually based on the mid-term applicable federal U.S. rate. |
Capital Stock
Capital Stock | 9 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
Capital Stock | 9 . 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 September 30, 2018, no shares 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 September 30, 2018. 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 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. In connection with the IPO, Privateer Holdings voluntarily converted 58,333,333 shares if its Class 1 common stock into shares of Class 2 common stock. 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, 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 basis. 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. |
Stock-based Compensation
Stock-based Compensation | 9 Months Ended |
Sep. 30, 2018 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-based Compensation | 1 0 . Stock-based Compensation Original Stock Option Plan Certain of the Company’s employees participate in the Equity Incentive Plan of Privateer Holdings, the Original Plan. For the three and nine months ended September 30, 2018, the total stock-based compensation expense associated with the Original Plan was $76 and $276, respectively (September 30, 2017 – $34 and $104, respectively). The fair value of each award 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 as of December 31, 2017: expected life of 5.53 years, risk-free interest rates of 2.01%; expected volatility of 56.32% and no dividends during the expected life. Expected volatility is based on historical volatilities of public companies operating in a similar industry to Privateer Holdings. The expected life of the options represents the period of time options are expected to be outstanding and is estimated considering vesting terms and employees’ historical exercise and post-vesting employment termination behavior. 25% of the options cliff vest on the first anniversary of the grant date and the remainder vest ratably thereafter over a total of four years from the date of grant. The vested options expire, if not exercised, 10 years from the date of grant. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant. New Stock Option Plan In February 2018, the Company adopted the 2018 Equity Incentive Plan, the New Plan. In May 2018, the Company amended the New Plan to reserve an additional 2,487,717 shares thereunder, such that an aggregate of 9,199,338 shares of common stock were authorized for issuance under the Plan. Under the New Plan, common shares reserved for issuance automatically increases 4% at the end of December of each year. For the three and nine months ended September 30, 2018, the total stock-based compensation expense associated with the New Plan was $11,245 and $16,877, respectively (September 30, 2017 – $0). The fair value of each award 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 as of September 30, 2018: expected life of 5.85 years, risk-free interest rates of 2.94%; expected volatility of 58.64% and no dividends during the expected life. Expected volatility is based on historical volatilities of public companies operating in a similar industry to the Company. The expected life of the awards represents the period of time options are expected to be outstanding and is estimated considering vesting terms and employees’ historical exercise and post-vesting employment termination behavior. 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’ estimate of the future stock award forfeiture behavior over the expected life of the awards. 25% of the awards cliff vest on the first anniversary of the grant date and the remainder vest ratably thereafter over a total of four years from the date of grant. The vested awards expire, if not exercised, 10 years from the date of grant. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant. Stock option activity for the Company under the Original Plan is as follows: Shares Weighted- average exercise price Aggregate intrinsic value Balance December 31, 2017 364,571 $ 2.41 $ 1,185 Granted 301,442 5.66 Exercised (45,493 ) 1.80 Forfeited (23,438 ) 5.54 Cancelled (4,521 ) 3.28 Balance September 30, 2018 592,561 $ 3.89 $ 989 The weighted-average remaining contractual life for options outstanding and options expected to vest as at September 30, 2018 is 8.37 years and 8.43 years, respectively. Substantially, all outstanding options are expected to vest. As of September 30, 2018, there were 250,241 options exercisable under the Original Plan with a weighted-average exercise price of $2.58, aggregate intrinsic value of $771 and a weighted-average remaining contractual life of 7.30 years. The aggregate intrinsic value of the options exercised during the nine months ended September 30, 2018 were $176. Stock option and RSU activity for the Company under the New Plan is as follows: Time-based s Shares Weighted- average exercise price Aggregate intrinsic value Balance December 31, 2017 — $ — $ — Granted 6,106,011 13.66 Exercised — — Forfeited (56,178 ) 8.53 Cancelled — — Balance September 30, 2018 6,049,833 $ 13.70 $ 785,969 The weighted-average remaining contractual life for time-based options outstanding and time-based options expected to vest as at September 30, 2018 is 9.67 years and 9.66 years, respectively. Substantially, all outstanding time-based options are expected to vest. As of September 30, 2018, there were 1,125,000 time-based options exercisable under the New Plan with a weighted-average exercise price of $7.76, aggregate intrinsic value of $152,843 and a weighted-average remaining contractual life of 9.64 years. The aggregate intrinsic value of the time-based options exercised during the nine months ended September 30, 2018 were $0. Performance-based stock option activity Shares Weighted- average exercise price Aggregate intrinsic value Balance December 31, 2017 — $ — $ — Granted 600,000 7.76 Exercised — — Forfeited — — Cancelled — — Balance September 30, 2018 600,000 $ 7.76 $ 81,516 The weighted-average remaining contractual life for performance-based stock options outstanding and performance-based options expected to vest as at September 30, 2018 is 9.64 years, respectively. Substantially, all outstanding performance-based stock options are expected to vest. As of September 30, 2018, there were 300,000 performance-based stock options exercisable under the New Plan with a weighted-average exercise price of $7.76, aggregate intrinsic value of $40,758 and a weighted-average remaining contractual life of 9.64 years. The aggregate intrinsic value of the performance-based stock options exercised during the nine months ended September 30, 2018 were $0. Time-based RSU activity Share equivalent Weighted- average grant date fair value Non-vested December 31, 2017 — $ — Granted 140,000 7.76 Vested — — Forfeited — — Cancelled — — Non-vested September 30, 2018 140,000 $ 7.76 As of September 30, 2018, there was approximately $894 of total unrecognized compensation cost related to non-vested time-based RSU awards that will be recognized as expense over a weighted-average period of 3.63 years. No time-based RSUs vested during the period. Performance-based RSUs Share equivalent Weighted- average grant date fair value Non-vested December 31, 2017 — $ — Granted 1,050,000 7.76 Vested — — Forfeited — — Cancelled — — Non-vested September 30, 2018 1,050,000 $ 7.76 As of September 30, 2018, there was approximately $2,846 of total unrecognized compensation cost related to non-vested performance-based RSU awards that will be recognized as expense over a weighted-average period of 1.98 years. No performance-based RSUs vested during the period. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 1 1 . The effective tax rates for the three and nine months ended September 30, 2018 and 2017 were lower than the US federal statutory rates of 21% and 35%, respectively, due to tax losses for which no benefit has previously been recognized being available to offset otherwise taxable earnings in each tax jurisdiction. Consolidated income tax expense for the three and nine months ended September 30, 2018 was $24 and $87, respectively (September 30, 2017 - $0). The Tax Cuts and Jobs Act was enacted on December 22, 2017, which reduces the U.S. Federal corporate tax rate from 35% to 21% beginning 2018. There is no financial statement impact to the Company related to the Tax Cuts and Jobs Act because the Company utilizes the “separate return” method for calculating the provision of income taxes and there is no recognition of deferred tax assets in the nine months ended September 30, 2018. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2018 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 1 2 . Lease commitments The Company leases various facilities, under non-cancelable capital and operating leases, which expire at various dates through December 2027. Under the terms of the operating lease agreements, the Company is responsible for property taxes, 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 three and nine months ended September 30, 2018 was $217 and $410, respectively, (September 30, 2017 – $40 and $81, respectively). In August 2017, High Park Farms, Ltd. entered into a capital lease to finance its expansion of production operations in Enniskillen, Ontario, Canada. 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 capital and operating leases are as follows: Operating Leases Capital Leases September 30, 2018 December 31, 2017 September 30, 2018 December 31, 2017 2018 * $ 204 $ 481 $ 195 $ 772 2019 816 841 779 772 2020 792 694 779 772 2021 746 231 779 772 2022 777 — 779 772 Thereafter — — 584 579 $ 3,335 $ 2,247 $ 3,895 $ 4,439 * For the three months ending December 31, 2018 |
Financial Instruments
Financial Instruments | 9 Months Ended |
Sep. 30, 2018 | |
Investments All Other Investments [Abstract] | |
Financial Instruments | 1 3 . 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 accounts receivable. Financial instruments that potentially subject the Company to concentration of credit risk consist of cash and accounts receivable. The Company’s cash is deposited with Canadian credit union and major financial institutions in 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 September 30, 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 $1,257 as of September 30, 2018, 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 at September 30, 2018 and December 31, 2017, the most significant financial liabilities are the current liabilities due to related parties, current portion of long-term debt and accounts payable and accrued liabilities. |
Segment information
Segment information | 9 Months Ended |
Sep. 30, 2018 | |
Segment Reporting [Abstract] | |
Segment information | 1 4 . 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: Three months ended September 30, Nine months ended September 30, 2018 2017 2018 2017 Dried cannabis $ 4,831 $ 4,398 $ 14,701 $ 12,422 Cannabis oils 5,181 907 12,725 2,778 Accessories 35 101 173 225 $ 10,047 $ 5,406 $ 27,599 $ 15,425 Revenues attributed to a geographic region based on the location of the customer were as follows: Three months ended September 30, Nine months ended September 30, 2018 2017 2018 2017 Canada $ 9,098 $ 5,188 $ 25,758 $ 14,868 Other countries 949 218 1,841 557 $ 10,047 $ 5,406 $ 27,599 $ 15,425 Long-lived assets consisting of property, plant and equipment, net of accumulated depreciation, attributed to geographic regions based on their physical location were as follows: As of September 30, 2018 As of December 31, 2017 Canada $ 64,639 $ 39,086 Portugal 10,928 895 Other countries 13 4 $ 75,580 $ 39,985 The Company had one customer that accounted for 28% and 29% of the Company’s revenue for the three and nine months ended September 30, 2018, respectively (September 30, 2017 – 0%). |
Subsequent events
Subsequent events | 9 Months Ended |
Sep. 30, 2018 | |
Subsequent Events [Abstract] | |
Subsequent events | 1 5 . Convertible Senior Notes In October 2018, the Company entered into an indenture relating to the issuance of $475,000 aggregate principal amount of 5.00% Convertible Senior Notes due 2023 (the “notes”), which includes the sale of $25,000 in aggregate principal amount of notes pursuant to the initial purchasers’ option to purchase additional notes. Net proceeds from the issuance were approximately $460,800, after deducting the initial purchases’ commissions. The notes bear interest at a rate of 5.00% per annum. The notes will mature on October 1, 2023, unless earlier repurchased, redeemed or converted. The notes are convertible, at a holder’s election into cash, shares of the Company’s Class 2 common stock or a combination of cash and shares of Class 2 common stock, at the Company’s election, at the applicable conversion rate at any time prior to the close of business on the business day immediately preceding April 1, 2023. Convertible Debenture In October 2018, Natura Naturals Holdings Inc., a corporation incorporated under the laws of the Province of Ontario (“Natura”), issued the Company a $1,500 ($2,000 CAD) unsecured convertible debenture (the “Natura Note”). The Natura Note will become due and payable on August 22, 2019 unless the Company elects to exercise equity conversion rights at an earlier date, pursuant to the terms thereto. In the event that the Company exercises such equity conversion rights, Natura will enter into a supply agreement relating to the delivery of 2,000 kg/year of dry flower and trim to the Company. Interest on the outstanding principal amount under the Natura Note is payable at the rate of sixteen percent (16.0%) per annum compounded monthly. Acquisitions In October 2018, the Company acquired all issued and outstanding shares of Alef Biotechnology SpA, (“Alef”), an existing import and distribution partner based in Chile, for approximately $3,873 ($5,000 CAD). The transaction closed on October 5, 2018, and Alef is being operated as a wholly owned subsidiary of the Company. Given the timing of the transaction, the Company is in process of determining our estimate of fair value and purchase price allocation . |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 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 Company’s audited consolidated financial statements included in the Company’s final prospectuses for its initial public offering (“IPO”) filed on July 19, 2018 pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended, for the year ended December 31, 2017 (the “Annual Financial Statements”). These financial statements reflect all adjustments, consisting solely of normal recurring adjustments, which, in the opinion of management, are necessary for a fair presentation of the Company’s financial position and results of operations. The results of operations for the three and nine months ended September 30, 2018 and 2017 are not necessarily indicative of results that can be expected for the full year. Other than described below, there have been no changes to our significant accounting policies described in our Annual Financial Statements that have had a material impact on our consolidated financial statements and related notes. |
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, certificates of deposit and money market funds. |
Short-term Investments | Short-term nvestments The Company invests cash resources primarily in corporate bonds, certificate of deposits and treasury bills. The Company’s intent is to convert all investments into cash to be used for operations and has classified them as available-for-sale, which are reported at estimated fair value with unrealized gains and losses included in accumulated other comprehensive income in stockholders’ equity (deficit). Realized gains, realized losses and unrealized losses that are other than temporary If the estimated fair value of a security is below its carrying value, the Company evaluates whether it is more likely than not that it will sell the security before its anticipated recovery in market value and whether evidence indicating that the cost of the investment is recoverable within a reasonable period of time outweighs evidence to the contrary. The Company also evaluates whether or not it intends to sell the investment. If the impairment is considered to be other-than-temporary, the security is written down to its estimated fair value. In addition, the Company considers whether credit losses exist for any securities. A credit loss exists if the present value of cash flows expected to be collected is less than the amortized cost basis of the security. Other-than-temporary declines in estimated fair value and credit losses are charged against investment and other income, net. |
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 and Privateer Holdings debt facilities approximate their fair value due to their short-term nature. Investments that are classified as available-for-sale are recorded at estimated fair value. The estimated fair value for securities held is determined using quoted market prices or broker or dealer quotations. 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. |
Stock-based Compensation | Stock-based compensation The Company’s employees historically participated in Privateer Holdings’ equity-based compensation plan (the “Original Plan”). Equity-based compensation expense for awards under the Original Plan have been allocated to these financial statements based on the awards and terms previously granted to Privateer Holdings’ employees. The Company adopted a new 2018 Equity Incentive Plan (the “New Plan”), amended in May 2018, and has reserved 9,199,338 shares of common stock for issuance under the New Plan. Under the New Plan, common shares reserved for issuance automatically increases 4% at the end of December of each year. In May, June and August 2018, the Company granted stock options and RSUs as well as performance-based awards in the form of stock options and RSUs. For the performance-based awards granted, the performance condition was satisfied on the effectiveness of the registration statement for the Company’s IPO, which occurred in July 2018. The Company measures and recognizes compensation expense for stock options 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. For those awards 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 awards, 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, net of estimated forfeitures. The Company will recognize remaining compensation expense with respect to a milestone, if any, over the remaining estimated service period. |
New Accounting Pronouncements Not Yet Adopted | New Accounting Pronouncements not yet adopted In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606), a new standard on revenue recognition. Further, the FASB has issued a number of additional ASUs regarding the new revenue recognition standard. The new standard, as amended, will supersede existing revenue recognition guidance and apply to all entities that enter into contracts to provide goods or services to customers. In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers – Deferral of the Effective Date, which amends ASU 2014-09 to defer the effective date by one year. For public companies, the new standard is effective for annual reporting periods beginning after December 31, 2017, including interim periods within that reporting period. For all other entities, including emerging growth companies, this standard is effective for annual reporting periods beginning after December 15, 2018. Early adoption is permitted. The Company does not plan to early adopt. The Company is evaluating the impact and expects to implement the provisions of ASU 2014-09 as of January 1, 2019 and has not yet selected a transition method. The adoption of this ASU is not expected to have a material effect on the Company’s consolidated financial statements. In January 2016, the FASB issued ASU 2016-01, Financial Instruments – Overall (Subtopic 825-10) – Recognition and Measurement of Financial Assets and Financial Liabilities. ASU 2016-01 is intended to enhance the reporting model for financial instruments to provide users of financial statements with more decision-useful information. ASU 2016-01 is effective for annual periods beginning after December 15, 2018, and interim periods within those annual periods beginning after December 15, 2019. The adoption of this ASU is not expected to have a material effect on the Company’s consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which supersedes the current accounting for leases and while retaining two distinct types of leases, finance and operating, (1) requires lessees to record a right of use asset and a related liability for the rights and obligations associated with a lease, regardless of lease classification, and recognize lease expense in a manner similar to current accounting, (2) eliminates most real estate specific lease provisions, and, (3) aligns many of the underlying lessor model principles with those in the new revenue standard. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today. For public companies, the new standard is effective for annual and interim periods in fiscal years beginning after December 15, 2018. Entities are required to use a modified retrospective approach when transitioning to the ASU for leases that exist as of or are entered into after the beginning of the earliest comparative period presented in the financial statements. The Company expects to implement the provisions of ASU 2016-02 as of January 1, 2019. The Company is currently evaluating the impact of the new standard on its financial statements. In March 2016, the FASB issued ASU 2016-09, Compensation – Stock Compensation (Topic 718). ASU 2016-09 is intended to simplify the accounting for share-based payment transactions, including income tax consequences, classification of awards as either assets or liabilities and classification on the statement of cash flows. ASU 2016-09 is effective for annual periods beginning after December 15, 2017 and interim periods within annual periods beginning after December 15, 2018. Early adoption is permitted. The Company adopted the provisions of ASU 2016-09 as of January 1, 2018. In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU 2016-13 requires the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions and reasonable and supportable forecasts. Adoption of ASU 2016-13 will require financial institutions and other organizations to use forward-looking information to better formulate their credit loss estimates. In addition, the ASU amends the accounting for credit losses on available for sale debt securities and purchased financial assets with credit deterioration. This update will be effective for fiscal years beginning after December 15, 2020 and interim periods within fiscal years beginning after December 15, 2021. The Company expects to implement the provisions of ASU 2016-13 as of January 1, 2022. The adoption of this ASU is not expected to have a material effect on the Company’s financial statements. In August 2018, the FASB issued ASU 2018-13, Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement (Topic 820). ASU 2018-13 adds, modifies, and removes certain fair value measurement disclosure requirements. ASU 2018-13 is effective for annual and interim periods beginning after December 15, 2019. Early adoption is permitted. The adoption of this ASU is not expected to have a material effect on the Company’s financial statements. |
Investments (Tables)
Investments (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Investments Debt And Equity Securities [Abstract] | |
Summary of Available for Sale Securities | As at September 30, 2018, available-for-sale securities recorded in short-term investments consist of: Amortized Fair Costs Value Corporate bonds $ 9,314 $ 9,393 Certificates of deposit 1,555 1,555 Treasury bills 3,760 3,764 Total $ 14,629 $ 14,712 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 9 Months Ended |
Sep. 30, 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 September 30, 2018, 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 Other Significant identical observable unobservable assets inputs inputs (Level 1) (Level 2) (Level 3) Total Cash equivalents: Money market fund $ 9,972 $ — — $ 9,972 Certificates of deposit — 2,185 — 2,185 Total cash equivalents 9,972 2,185 — 12,157 Short-term investments: Corporate bonds 9,393 — — 9,393 Certificates of deposit — 1,555 — 1,555 Treasury bills 3,764 — — 3,764 Total short-term investments 13,157 1,555 — 14,712 Total $ 23,129 $ 3,740 — $ 26,869 |
Inventory (Tables)
Inventory (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventory is comprised of the following items: As of September 30, 2018 As of December 31, 2017 Raw materials $ 1,209 $ 163 Work-in-process – dry cannabis 7,611 1,396 Work-in-process – cannabis extracts 1,980 30 Finished goods – dry cannabis 226 3,501 Finished goods – cannabis extracts 998 2,158 Finished goods – accessories 83 173 Total $ 12,107 $ 7,421 |
Long-term Debt (Tables)
Long-term Debt (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Summary of Long-term Debt | Long-term debt is as follows: As of September 30, 2018 As of December 31, 2017 Mortgage payable, due January 2019, annual interest 11.5% $ 9,348 $ 9,537 Unamortized deferred financing costs — (105 ) 9,348 9,432 Less current portion of long-term debt (9,348 ) (9,432 ) Total $ — $ — |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Privateer Holdings Start Up Loans [Member] | |
Summary of Related Party Balances Outstanding | The outstanding balances under these loans are: As of September 30, 2018 As of December 31, 2017 Tilray Deutschland GmbH $ — $ 1,340 Tilray Portugal Unipessoal, Lda. — 105 Other — 286 $ — $ 1,731 |
Privateer Holdings [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 September 30, 2018 As of December 31, 2017 Privateer Holdings credit facility $ — $ 24,700 Privateer Holdings construction facility — 6,395 Privateer Holdings start-up loans — 1,731 Total $ — $ 32,826 |
Capital Stock (Tables)
Capital Stock (Tables) | 9 Months Ended |
Sep. 30, 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 September 30, 2018. 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 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Original Stock Option Plan [Member] | |
Schedule of Stock Option Activity | Stock option activity for the Company under the Original Plan is as follows: Shares Weighted- average exercise price Aggregate intrinsic value Balance December 31, 2017 364,571 $ 2.41 $ 1,185 Granted 301,442 5.66 Exercised (45,493 ) 1.80 Forfeited (23,438 ) 5.54 Cancelled (4,521 ) 3.28 Balance September 30, 2018 592,561 $ 3.89 $ 989 |
2018 Equity Incentive Plan [Member] | Time-based Option [Member] | |
Schedule of Stock Option Activity | Time-based s Shares Weighted- average exercise price Aggregate intrinsic value Balance December 31, 2017 — $ — $ — Granted 6,106,011 13.66 Exercised — — Forfeited (56,178 ) 8.53 Cancelled — — Balance September 30, 2018 6,049,833 $ 13.70 $ 785,969 |
2018 Equity Incentive Plan [Member] | Performance Shares [Member] | |
Schedule of Stock Option Activity | Performance-based stock option activity Shares Weighted- average exercise price Aggregate intrinsic value Balance December 31, 2017 — $ — $ — Granted 600,000 7.76 Exercised — — Forfeited — — Cancelled — — Balance September 30, 2018 600,000 $ 7.76 $ 81,516 |
2018 Equity Incentive Plan [Member] | Time-based RSU [Member] | |
Schedule of RSU Activity | Time-based RSU activity Share equivalent Weighted- average grant date fair value Non-vested December 31, 2017 — $ — Granted 140,000 7.76 Vested — — Forfeited — — Cancelled — — Non-vested September 30, 2018 140,000 $ 7.76 |
2018 Equity Incentive Plan [Member] | Performance-based RSUs [Member] | |
Schedule of RSU Activity | Performance-based RSUs Share equivalent Weighted- average grant date fair value Non-vested December 31, 2017 — $ — Granted 1,050,000 7.76 Vested — — Forfeited — — Cancelled — — Non-vested September 30, 2018 1,050,000 $ 7.76 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
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 capital and operating leases are as follows: Operating Leases Capital Leases September 30, 2018 December 31, 2017 September 30, 2018 December 31, 2017 2018 * $ 204 $ 481 $ 195 $ 772 2019 816 841 779 772 2020 792 694 779 772 2021 746 231 779 772 2022 777 — 779 772 Thereafter — — 584 579 $ 3,335 $ 2,247 $ 3,895 $ 4,439 * For the three months ending December 31, 2018 |
Schedule of Future Minimum Rental Payments Under All Non-cancelable Capital and Operating Leases | Aggregate future minimum rental payments under all non-cancelable capital and operating leases are as follows: Operating Leases Capital Leases September 30, 2018 December 31, 2017 September 30, 2018 December 31, 2017 2018 * $ 204 $ 481 $ 195 $ 772 2019 816 841 779 772 2020 792 694 779 772 2021 746 231 779 772 2022 777 — 779 772 Thereafter — — 584 579 $ 3,335 $ 2,247 $ 3,895 $ 4,439 * For the three months ending December 31, 2018 |
Segment information (Tables)
Segment information (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Segment Reporting [Abstract] | |
Summary of Sources of Revenue | Sources of revenues were as follows: Three months ended September 30, Nine months ended September 30, 2018 2017 2018 2017 Dried cannabis $ 4,831 $ 4,398 $ 14,701 $ 12,422 Cannabis oils 5,181 907 12,725 2,778 Accessories 35 101 173 225 $ 10,047 $ 5,406 $ 27,599 $ 15,425 |
Summary of Revenues Attributed to a Geographic Region Based on the Location of the Customer | Revenues attributed to a geographic region based on the location of the customer were as follows: Three months ended September 30, Nine months ended September 30, 2018 2017 2018 2017 Canada $ 9,098 $ 5,188 $ 25,758 $ 14,868 Other countries 949 218 1,841 557 $ 10,047 $ 5,406 $ 27,599 $ 15,425 |
Summary of Long-lived Assets Consisting of Property, Plant and Equipment, Net of Accumulated Depreciation, Attributed to Geographic Regions Based on their Physical Location | Long-lived assets consisting of property, plant and equipment, net of accumulated depreciation, attributed to geographic regions based on their physical location were as follows: As of September 30, 2018 As of December 31, 2017 Canada $ 64,639 $ 39,086 Portugal 10,928 895 Other countries 13 4 $ 75,580 $ 39,985 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2018shares | |
Equity Incentive Plan 2018 [Member] | |
Accounting Policies [Line Items] | |
Shares reserved for future | 9,199,338 |
Increase in percentage of common shares reserved for future issuance annually | 4.00% |
Maximum [Member] | |
Accounting Policies [Line Items] | |
Cash and cash equivalents maturity period | 3 months |
Investments - Summary of Availa
Investments - Summary of Available for Sale Securities (Detail) $ in Thousands | Sep. 30, 2018USD ($) |
Schedule Of Available For Sale Securities [Line Items] | |
Available-for-sale securities, amortized costs | $ 14,629 |
Available-for-sale securities, fair value | 14,712 |
Corporate Bonds [Member] | |
Schedule Of Available For Sale Securities [Line Items] | |
Available-for-sale securities, amortized costs | 9,314 |
Available-for-sale securities, fair value | 9,393 |
Certificates of Deposit [Member] | |
Schedule Of Available For Sale Securities [Line Items] | |
Available-for-sale securities, amortized costs | 1,555 |
Available-for-sale securities, fair value | 1,555 |
Treasury Bills [Member] | |
Schedule Of Available For Sale Securities [Line Items] | |
Available-for-sale securities, amortized costs | 3,760 |
Available-for-sale securities, fair value | $ 3,764 |
Fair Value Measurement - Schedu
Fair Value Measurement - Schedule of Assets Measured Fair Value on Recurring Basis (Detail) - Fair Value, Measurements, Recurring [Member] $ in Thousands | Sep. 30, 2018USD ($) |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |
Total cash equivalents | $ 12,157 |
Total short-term investments | 14,712 |
Total | 26,869 |
Corporate Bonds [Member] | |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |
Total short-term investments | 9,393 |
Treasury Bills [Member] | |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |
Total short-term investments | 3,764 |
Money Market Fund [Member] | |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |
Total cash equivalents | 9,972 |
Certificates of Deposit [Member] | |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |
Total cash equivalents | 2,185 |
Total short-term investments | 1,555 |
Level 1 [Member] | |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |
Total cash equivalents | 9,972 |
Total short-term investments | 13,157 |
Total | 23,129 |
Level 1 [Member] | Corporate Bonds [Member] | |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |
Total short-term investments | 9,393 |
Level 1 [Member] | Treasury Bills [Member] | |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |
Total short-term investments | 3,764 |
Level 1 [Member] | Money Market Fund [Member] | |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |
Total cash equivalents | 9,972 |
Level 2 [Member] | |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |
Total cash equivalents | 2,185 |
Total short-term investments | 1,555 |
Total | 3,740 |
Level 2 [Member] | Certificates of Deposit [Member] | |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |
Total cash equivalents | 2,185 |
Total short-term investments | $ 1,555 |
Inventory - Schedule of Invento
Inventory - Schedule of Inventory (Detail) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Inventory [Line Items] | ||
Raw materials | $ 1,209 | $ 163 |
Total | 12,107 | 7,421 |
Dry Cannabis [Member] | ||
Inventory [Line Items] | ||
Work-in-process | 7,611 | 1,396 |
Finished goods | 226 | 3,501 |
Cannabis Extracts [Member] | ||
Inventory [Line Items] | ||
Work-in-process | 1,980 | 30 |
Finished goods | 998 | 2,158 |
Accessories [Member] | ||
Inventory [Line Items] | ||
Finished goods | $ 83 | $ 173 |
Inventory - Additional Informat
Inventory - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Inventory [Line Items] | ||||
Inventory write-downs | $ 281 | $ 205 | ||
Cannabis Oils [Member] | ||||
Inventory [Line Items] | ||||
Inventory write-downs | $ 795 | $ 447 | $ 1,498 | $ 617 |
Property, Plant and Equipment -
Property, Plant and Equipment - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment additions | $ 35,725 | $ 10,464 | |||
Depreciation expense | $ 1,235 | $ 364 | 2,202 | $ 1,038 | |
Cost of Sales [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Depreciation expense | 208 | 87 | 467 | 249 | |
General and Administrative Expense [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Depreciation expense | $ 34 | $ 29 | $ 93 | $ 82 |
Intangible Assets - Additional
Intangible Assets - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |||||
Intangible asset additions | $ 830 | $ 509 | |||
Amortization expense on intangible assets | $ 169 | $ 83 | 350 | $ 364 | |
Net carrying value of intangible assets | 36 | 36 | $ 381 | ||
Finite lived intangible assets amortization expense, remaining three months of 2018 | 172 | 172 | |||
Finite lived intangible assets amortization expense, 2019 | 639 | 639 | |||
Finite lived intangible assets amortization expense, thereafter | $ 551 | $ 551 |
Long-term Debt - Summary of Lon
Long-term Debt - Summary of Long-term Debt (Detail) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||
Unamortized deferred financing costs | $ (105) | |
Long-term Debt | $ 9,348 | 9,432 |
Less current portion of long-term debt | (9,348) | (9,432) |
11.5% Mortgage Loan Payable Due January 2019 [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Gross | $ 9,348 | $ 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] | 9 Months Ended | 12 Months Ended | |
Sep. 30, 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 | 9 Months Ended | |||
Jul. 31, 2018USD ($) | Sep. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016USD ($) | 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% |
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] | |
Total | $ 32,826 |
Privateer Holdings Start Up Loans [Member] | |
Related Party Transaction [Line Items] | |
Total | 1,731 |
Privateer Holdings [Member] | |
Related Party Transaction [Line Items] | |
Total | 32,826 |
Privateer Holdings [Member] | Privateer Holdings Credit Facility [Member] | |
Related Party Transaction [Line Items] | |
Total | 24,700 |
Privateer Holdings [Member] | Privateer Holdings Construction Facility [Member] | |
Related Party Transaction [Line Items] | |
Total | 6,395 |
Privateer Holdings [Member] | Privateer Holdings Start Up Loans [Member] | |
Related Party Transaction [Line Items] | |
Total | $ 1,731 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) $ in Thousands | Apr. 01, 2018 | Jan. 01, 2018 | Jul. 31, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | Dec. 01, 2017 | Nov. 01, 2017 | Jan. 01, 2016 |
Related Party Transaction [Line Items] | |||||||||||
Repayment under Privateer Holdings debt facilities | $ 36,940 | ||||||||||
Privateer Holdings [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Interest expense | $ 74 | $ 31 | 490 | $ 396 | |||||||
Repayment under Privateer Holdings debt facilities | $ 36,940 | ||||||||||
Management services owed in accounts payable | 1,014 | 1,014 | |||||||||
Management service fees expense | $ 1,014 | $ 878 | $ 2,887 | $ 3,066 | |||||||
Business development and research and development services mark up percentage | 9.00% | ||||||||||
Personnel compensation mark up percentage | 3.00% | ||||||||||
Management service fees floating interest rate | 2.54% | ||||||||||
Privateer Holdings [Member] | Revolving Credit Facility [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Line of credit facility, maximum borrowing capacity | $ 7,000 | $ 25,000 | |||||||||
Line of credit facility, interest rate | 2.62% | 2.54% | |||||||||
Privateer Holdings [Member] | Demand Revolving Construction Facility [Member] | High Park Farms Ltd [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Line of credit facility, maximum borrowing capacity | $ 10,000 | ||||||||||
Line of credit facility, interest rate | 2.54% | ||||||||||
Privateer Holdings [Member] | Demand Construction Facility [Member] | Tilray Canada Ltd [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Line of credit facility, maximum borrowing capacity | $ 1,000 | ||||||||||
Line of credit facility, interest rate | 2.54% |
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 |
Capital Stock - Additional Info
Capital Stock - Additional Information (Detail) | 1 Months Ended | 2 Months Ended | 9 Months Ended | ||||
Jul. 31, 2018$ / sharesshares | Feb. 28, 2018shares | Mar. 31, 2018$ / sharesshares | Sep. 30, 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 | ||||||
Underwriter Options [Member] | IPO [Member] | |||||||
Class of Stock [Line Items] | |||||||
Stock issued during period, shares, new issues | 1,350,000 | ||||||
Class 1 Common Stock [Member] | Privateer Holdings [Member] | |||||||
Class of Stock [Line Items] | |||||||
Stock issued during period, shares, in exchange of assets | 75,000,000 | ||||||
Class 1 Common Stock [Member] | IPO [Member] | Privateer Holdings [Member] | |||||||
Class of Stock [Line Items] | |||||||
Conversion of stock, shares converted into Class 2 common stock | 58,333,333 | ||||||
Series A Preferred Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Stock issued during period, shares, new issues | 7,794,042 | ||||||
Shares issued, price per share | (per share) | $ 7.10 | $ 8.90 | |||||
Class 2 Common Stock [Member] | IPO [Member] | |||||||
Class of Stock [Line Items] | |||||||
Stock issued during period, shares, new issues | 10,350,000 | ||||||
Share Price | (per share) | $ 17 | $ 22.45 | |||||
Conversion of Series A preferred stock to common stock | 7,794,042 | ||||||
Series A preferred stock conversion basis | one-for-one basis | ||||||
Series A preferred stock conversion ratio | 100.00% |
Capital Stock - Summary of Capi
Capital Stock - Summary of Capital Stock (Detail) - $ / shares | 9 Months Ended | |
Sep. 30, 2018 | Dec. 31, 2017 | |
Class 1 Common Stock [Member] | ||
Class of Stock [Line Items] | ||
Common stock, par value | $ 0.0001 | |
Common stock, shares authorized | 250,000,000 | |
Common stock voting rights | 10 votes for each share | |
Class 2 Common Stock [Member] | ||
Class of Stock [Line Items] | ||
Common stock, par value | $ 0.0001 | |
Common stock, shares authorized | 500,000,000 | |
Common stock voting rights | 1 vote for each share | |
Convertible Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Preferred stock, par value | $ 0.0001 | |
Preferred stock, shares authorized | 10,000,000 | 0 |
Convertible preferred stock voting rights | N/A |
Capital Stock - Summary of Ca_2
Capital Stock - Summary of Capital Stock (Parenthetical) (Detail) | Sep. 30, 2018Vote |
Class 1 Common Stock [Member] | |
Class of Stock [Line Items] | |
Common stock, votes for each share | 10 |
Class 2 Common Stock [Member] | |
Class of Stock [Line Items] | |
Common stock, votes for each share | 1 |
Stock-based Compensation - Addi
Stock-based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
May 31, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Original Stock Option Plan [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock-based compensation expense | $ 76 | $ 34 | $ 276 | $ 104 | ||
Fair value assumptions, expected life | 5 years 6 months 10 days | |||||
Fair value assumptions, risk free interst rate | 2.01% | |||||
Fair value assumptions, expected volatility rate | 56.32% | |||||
Fair value assumptions, expected dividend rate | 0.00% | |||||
Share based compensation arrangement by share based payment award vesting period from grant date | 4 years | |||||
Weighted-average remaining contractual life for options outstanding | 8 years 4 months 13 days | |||||
Weighted-average remaining contractual life for options expected to vest | 8 years 5 months 4 days | |||||
Options exercisable | 250,241 | 250,241 | ||||
Options exercisable, weighted-average exercise price | $ 2.58 | $ 2.58 | ||||
Aggregate intrinsic value | $ 771 | $ 771 | ||||
Weighted-average remaining contractual life options expected to vest | 7 years 3 months 18 days | |||||
Aggregate intrinsic option exercised | $ 176 | |||||
Weighted-average exercise price | $ 1.80 | |||||
Original Stock Option Plan [Member] | First anniversary [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based compensation arrangement by share-based payment award, award vesting rights, percentage | 25.00% | |||||
2018 Equity Incentive Plan [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock-based compensation expense | $ 11,245 | $ 0 | $ 16,877 | $ 0 | ||
Fair value assumptions, expected life | 5 years 10 months 6 days | |||||
Fair value assumptions, risk free interst rate | 2.94% | |||||
Fair value assumptions, expected volatility rate | 58.64% | |||||
Fair value assumptions, expected dividend rate | 0.00% | |||||
Share-based compensation arrangement by share-based payment award, award vesting rights, percentage | 25.00% | |||||
Share based compensation arrangement by share based payment award vesting period from grant date | 4 years | |||||
Number of additional shares of common stock authorized for issuance | 2,487,717 | |||||
Number of shares of common stock authorized for issuance | 9,199,338 | |||||
Common shares reserved for issuance, annual automatic increase percentage | 4.00% | |||||
2018 Equity Incentive Plan [Member] | Time-based Option [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Weighted-average remaining contractual life for options outstanding | 9 years 8 months 1 day | |||||
Weighted-average remaining contractual life for options expected to vest | 9 years 7 months 28 days | |||||
Options exercisable | 1,125,000 | 1,125,000 | ||||
Aggregate intrinsic value | $ 152,843 | $ 152,843 | ||||
Weighted-average remaining contractual life options expected to vest | 9 years 7 months 20 days | |||||
Weighted-average exercise price | $ 7.76 | |||||
Aggregate intrinsic option exercised | $ 0 | $ 0 | ||||
2018 Equity Incentive Plan [Member] | Performance Shares [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Options exercisable | 300,000 | 300,000 | ||||
Aggregate intrinsic value | $ 40,758 | $ 40,758 | ||||
Weighted-average remaining contractual life options expected to vest | 9 years 7 months 20 days | |||||
Weighted-average exercise price | $ 7.76 | |||||
Aggregate intrinsic option exercised | 0 | $ 0 | ||||
2018 Equity Incentive Plan [Member] | Time-based RSU [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Unrecognized stock-based compensation expense | 894 | $ 894 | ||||
Unrecognized stock-based compensation expense to be recognized in period, years | 3 years 7 months 17 days | |||||
Number of RSUs vested | 0 | |||||
2018 Equity Incentive Plan [Member] | Performance-based RSUs [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Unrecognized stock-based compensation expense | $ 2,846 | $ 2,846 | ||||
Unrecognized stock-based compensation expense to be recognized in period, years | 1 year 11 months 23 days | |||||
Number of RSUs vested | 0 |
Stock-based Compensation - Sche
Stock-based Compensation - Schedule of Stock Option Activity (Detail) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | |
Sep. 30, 2018 | Dec. 31, 2017 | |
Original Stock Option Plan [Member] | ||
Shares | ||
Shares, Beginning Balance | 364,571 | |
Shares, Granted | 301,442 | |
Shares, Exercised | (45,493) | |
Shares, Forfeited | (23,438) | |
Shares, Cancelled | (4,521) | |
Shares, Ending Balance | 592,561 | |
Weighted-average exercise price | ||
Weighted-average exercise price, Beginning Balance | $ 2.41 | |
Weighted-average exercise price, Granted | 5.66 | |
Weighted-average exercise price, Exercised | 1.80 | |
Weighted-average exercise price, Forfeited | 5.54 | |
Weighted-average exercise price, Cancelled | 3.28 | |
Weighted-average exercise price, Ending Balance | $ 3.89 | |
Aggregate intrinsic value | ||
Aggregate intrinsic value | $ 989 | $ 1,185 |
2018 Equity Incentive Plan [Member] | Time-based Option [Member] | ||
Shares | ||
Shares, Beginning Balance | 0 | |
Shares, Granted | 6,106,011 | |
Shares, Forfeited | (56,178) | |
Shares, Ending Balance | 6,049,833 | |
Weighted-average exercise price | ||
Weighted-average exercise price, Beginning Balance | $ 0 | |
Weighted-average exercise price, Granted | 13.66 | |
Weighted-average exercise price, Exercised | 7.76 | |
Weighted-average exercise price, Forfeited | 8.53 | |
Weighted-average exercise price, Ending Balance | $ 13.70 | |
Aggregate intrinsic value | ||
Aggregate intrinsic value | $ 785,969 | 0 |
2018 Equity Incentive Plan [Member] | Performance Shares [Member] | ||
Shares | ||
Shares, Beginning Balance | 0 | |
Shares, Granted | 600,000 | |
Shares, Ending Balance | 600,000 | |
Weighted-average exercise price | ||
Weighted-average exercise price, Beginning Balance | $ 0 | |
Weighted-average exercise price, Granted | 7.76 | |
Weighted-average exercise price, Exercised | 7.76 | |
Weighted-average exercise price, Ending Balance | $ 7.76 | |
Aggregate intrinsic value | ||
Aggregate intrinsic value | $ 81,516 | $ 0 |
Stock-based Compensation - Sc_2
Stock-based Compensation - Schedule of RSU Activity (Detail) - 2018 Equity Incentive Plan [Member] | 9 Months Ended |
Sep. 30, 2018$ / sharesshares | |
Time-based RSU [Member] | |
Share equivalent | |
Share equivalent, Beginning Balance | shares | 0 |
Share equivalent, Granted | shares | 140,000 |
Share equivalent, Vested | shares | 0 |
Share equivalent, Forfeited | shares | 0 |
Share equivalent, Cancelled | shares | 0 |
Share equivalent, Ending Balance | shares | 140,000 |
Weighted-average grant date fair value | |
Weighted-average grant date fair value, Beginning Balance | $ / shares | $ 0 |
Weighted-average grant date fair value, Granted | $ / shares | 7.76 |
Weighted-average grant date fair value, Vested | $ / shares | 0 |
Weighted-average grant date fair value, Forfeited | $ / shares | 0 |
Weighted-average grant date fair value, Cancelled | $ / shares | 0 |
Weighted-average grant date fair value, Ending Balance | $ / shares | $ 7.76 |
Performance-based RSUs [Member] | |
Share equivalent | |
Share equivalent, Beginning Balance | shares | 0 |
Share equivalent, Granted | shares | 1,050,000 |
Share equivalent, Vested | shares | 0 |
Share equivalent, Forfeited | shares | 0 |
Share equivalent, Cancelled | shares | 0 |
Share equivalent, Ending Balance | shares | 1,050,000 |
Weighted-average grant date fair value | |
Weighted-average grant date fair value, Beginning Balance | $ / shares | $ 0 |
Weighted-average grant date fair value, Granted | $ / shares | 7.76 |
Weighted-average grant date fair value, Vested | $ / shares | 0 |
Weighted-average grant date fair value, Forfeited | $ / shares | 0 |
Weighted-average grant date fair value, Cancelled | $ / shares | 0 |
Weighted-average grant date fair value, Ending Balance | $ / shares | $ 7.76 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Income Tax Disclosure [Abstract] | ||||
Effective tax rates | 21.00% | 35.00% | 21.00% | 35.00% |
Consolidated income tax expense | $ 24 | $ 0 | $ 87 | $ 0 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Commitments And Contingencies Disclosure [Abstract] | ||||
Lease expiration date | Dec. 31, 2027 | |||
Rent expense under operating leases | $ 217 | $ 40 | $ 410 | $ 81 |
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 | Sep. 30, 2018 | Dec. 31, 2017 | |
Operating leases future minimum payments | |||
2,018 | [1] | $ 204 | $ 481 |
2,019 | 816 | 841 | |
2,020 | 792 | 694 | |
2,021 | 746 | 231 | |
2,022 | 777 | ||
Total | 3,335 | 2,247 | |
Capital leases future minimum payments | |||
2,018 | [1] | 195 | 772 |
2,019 | 779 | 772 | |
2,020 | 779 | 772 | |
2,021 | 779 | 772 | |
2,022 | 779 | 772 | |
Thereafter | 584 | 579 | |
Total | $ 3,895 | $ 4,439 | |
[1] | For the three months ending December 31, 2018 |
Financial Instruments - Additio
Financial Instruments - Additional Information (Detail) - Canada, Dollars [Member] $ in Thousands | 9 Months Ended |
Sep. 30, 2018USD ($) | |
Fair Value Of Financial Instruments [Line Items] | |
Change in exchange rate | 10.00% |
Carrying value of net asset | $ 1,257 |
Segmented Information - Additio
Segmented Information - Additional Information (Detail) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018Customer | Sep. 30, 2017Customer | Sep. 30, 2018SegmentCustomer | Sep. 30, 2017Customer | |
Segment Reporting Information [Line Items] | ||||
Number of operating segment | Segment | 1 | |||
Number of major customers | Customer | 1 | 1 | 1 | 1 |
Revenue [Member] | Customer Concentration Risk [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Concentration risk percentage | 28.00% | 0.00% | 29.00% | 0.00% |
Segmented Information - Summary
Segmented Information - Summary of Sources of Revenue (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Segment Reporting Information [Line Items] | ||||
Revenues | $ 10,047 | $ 5,406 | $ 27,599 | $ 15,425 |
Dry Cannabis [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 4,831 | 4,398 | 14,701 | 12,422 |
Cannabis Oils [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 5,181 | 907 | 12,725 | 2,778 |
Accessories [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | $ 35 | $ 101 | $ 173 | $ 225 |
Segmented Information - Summa_2
Segmented Information - Summary of Revenues Attributed to a Geographic Region Based on the Location of the Customer (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Segment Reporting Information [Line Items] | ||||
Revenues | $ 10,047 | $ 5,406 | $ 27,599 | $ 15,425 |
CANADA [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 9,098 | 5,188 | 25,758 | 14,868 |
Others Countries [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | $ 949 | $ 218 | $ 1,841 | $ 557 |
Segmented Information - Summa_3
Segmented 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 | Sep. 30, 2018 | Dec. 31, 2017 |
Segment Reporting Information [Line Items] | ||
Property, plant and equipment, net | $ 75,580 | $ 39,985 |
CANADA [Member] | ||
Segment Reporting Information [Line Items] | ||
Property, plant and equipment, net | 64,639 | 39,086 |
PORTUGAL [Member] | ||
Segment Reporting Information [Line Items] | ||
Property, plant and equipment, net | 10,928 | 895 |
Others Countries [Member] | ||
Segment Reporting Information [Line Items] | ||
Property, plant and equipment, net | $ 13 | $ 4 |
Subsequent events - Additional
Subsequent events - Additional Information (Detail) - 1 months ended Oct. 31, 2018 - Subsequent Event [Member] $ in Thousands, $ in Thousands | USD ($)kg | CAD ($)kg | CAD ($) |
Alef Biotechnology SpA ("Alef") [Member] | |||
Subsequent Event [Line Items] | |||
Business combination, consideration transferred | $ 3,873 | $ 5,000 | |
5.00% Convertible Senior Notes Due 2023 [Member] | |||
Subsequent Event [Line Items] | |||
Debt instrument, face amount | $ 475,000 | ||
Debt instrument interest rate | 5.00% | 5.00% | |
Proceeds from issuance of debt | $ 460,800 | ||
Debt instrument maturity period | Oct. 1, 2023 | Oct. 1, 2023 | |
5.00% Convertible Senior Notes Due 2023 [Member] | Bear Interest [Member] | |||
Subsequent Event [Line Items] | |||
Debt instrument interest rate | 5.00% | 5.00% | |
5.00% Convertible Senior Notes Due 2023 [Member] | Initial Purchasers Option [Member] | |||
Subsequent Event [Line Items] | |||
Debt instrument, face amount | $ 25,000 | ||
Natura Note [Member] | |||
Subsequent Event [Line Items] | |||
Unsecured convertible debenture | $ 1,500 | $ 2,000 | |
Unsecured convertible debenture payable date | Aug. 22, 2019 | Aug. 22, 2019 | |
Dry flower quantities to be supplied upon exercise of equity conversion rights | kg | 2,000 | 2,000 | |
Debt instrument monthly periodic interest rate payment percentage | 16.00% | 16.00% |