Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Mar. 02, 2020 | Jun. 28, 2019 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2019 | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | TLRY | ||
Entity Registrant Name | TILRAY, INC. | ||
Entity Central Index Key | 0001731348 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Emerging Growth Company | false | ||
Entity Small Business | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 1,030 | ||
Title of 12(b) Security | Class 2 Common Stock, $0.0001 par value per share | ||
Entity File Number | 001-38594 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 82-4310622 | ||
Entity Interactive Data Current | Yes | ||
Security Exchange Name | NASDAQ | ||
Entity Address, Address Line One | 1100 Maughan Road | ||
Entity Address, City or Town | Nanaimo | ||
Entity Address, State or Province | BC | ||
Entity Address, Postal Zip Code | V9X IJ2 | ||
City Area Code | 844 | ||
Local Phone Number | 845-7291 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCE Part III incorporates certain information by reference from the definitive proxy statement to be filed by the registrant in connection with the 2020 Annual Meeting of Stockholders (the “Proxy Statement”). The Proxy Statement will be filed by the registrant with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the end of the year ended December 31, 2019. | ||
Class 1 Common Stock [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 16,666,667 | ||
Class 2 Common Stock [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 87,390,113 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 96,791 | $ 487,255 |
Short-term investments | 30,335 | |
Accounts receivable, net of allowance for doubtful accounts of $2,015 and $292, respectively | 36,202 | 16,525 |
Inventory | 87,861 | 16,211 |
Prepayments and other current assets | 38,173 | 3,976 |
Total current assets | 259,027 | 554,302 |
Property and equipment, net | 184,217 | 80,214 |
Operating lease, right-of-use assets | 17,514 | |
Intangible assets, net | 228,828 | 4,486 |
Goodwill | 163,251 | |
Equity method investments | 11,448 | |
Other investments | 24,184 | 16,911 |
ABG finance receivable and other assets | 7,861 | 754 |
Total assets | 896,330 | 656,667 |
Current liabilities | ||
Accounts payable | 39,125 | 10,649 |
Accrued expenses and other current liabilities | 50,829 | 14,818 |
Accrued obligations under finance lease | 470 | |
Accrued obligations under operating lease | 2,473 | |
Total current liabilities | 92,427 | 25,937 |
Accrued obligations under finance lease | 14,152 | 8,286 |
Accrued obligations under operating lease | 15,255 | |
ABG finance liability | 5,566 | |
Deferred tax liability | 53,363 | 4,424 |
Convertible notes, net of issuance costs | 430,210 | 420,367 |
Other liabilities | 86 | |
Total liabilities | 611,059 | 459,014 |
Commitments and contingencies (refer to Note 17) | ||
Stockholders’ equity | ||
Additional paid-in capital | 705,671 | 302,057 |
Accumulated other comprehensive income | 9,719 | 3,763 |
Accumulated deficit | (430,130) | (108,177) |
Total stockholders' equity | 285,271 | 197,653 |
Total liabilities and stockholders' equity | 896,330 | 656,667 |
Class 1 common stock [Member] | ||
Stockholders’ equity | ||
Common stock value | 2 | 2 |
Class 2 common stock [Member] | ||
Stockholders’ equity | ||
Common stock value | $ 9 | $ 8 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Allowance for doubtful accounts receivable | $ 2,015 | $ 292 |
Class 1 common stock [Member] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 16,666,667 | 16,666,667 |
Common stock, shares outstanding | 16,666,667 | 16,666,667 |
Class 2 common stock [Member] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 86,114,558 | 76,504,200 |
Common stock, shares outstanding | 86,114,558 | 76,504,200 |
Consolidated Statements of Net
Consolidated Statements of Net Loss and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Revenue | $ 166,979 | $ 43,130 | $ 20,538 |
Gross (loss) profit | (23,496) | 14,275 | 11,377 |
General and administrative expenses | 81,968 | 29,461 | 7,499 |
Sales and marketing expenses | 61,084 | 15,366 | 7,164 |
Research and development expenses | 6,558 | 4,264 | 3,171 |
Stock-based compensation expenses | 31,842 | 20,988 | 139 |
Depreciation and amortization expenses | 11,607 | 1,598 | 902 |
Impairment of assets | 112,070 | ||
Acquisition-related (income) expenses, net | (31,427) | 248 | |
Loss from equity method investments | 4,504 | ||
Operating loss | (301,702) | (57,650) | (7,498) |
Foreign exchange (gain) loss, net | (5,944) | 7,234 | (1,363) |
Interest expenses, net | 34,690 | 9,110 | 1,686 |
Finance income from ABG | (764) | ||
Loss on disposal of property and equipment | 2,436 | 190 | |
Other income, net | (2,501) | (2,010) | (12) |
Loss before income taxes | (329,619) | (72,174) | (7,809) |
Deferred income tax recoveries | (8,847) | (4,485) | |
Current income tax expenses | 397 | 34 | |
Net loss | $ (321,169) | $ (67,723) | $ (7,809) |
Net loss per share - basic and diluted | $ (3.20) | $ (0.82) | $ (0.10) |
Weighted average shares used in computation of net loss per share - basic and diluted | 100,455,677 | 83,009,656 | 75,000,000 |
Net loss | $ (321,169) | $ (67,723) | $ (7,809) |
Foreign currency translation gain, net | 5,174 | 662 | 282 |
Unrealized loss on investments | (21) | (765) | |
Other comprehensive income (loss) | 5,153 | (103) | 282 |
Comprehensive loss | (316,016) | (67,826) | (7,527) |
Product Costs [Member] | |||
Cost of sales | 121,892 | 24,294 | 8,544 |
Inventory Valuation Adjustments [Member] | |||
Cost of sales | $ 68,583 | $ 4,561 | $ 617 |
Consolidated Statements of Ne_2
Consolidated Statements of Net Loss and Comprehensive Loss (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Statement [Abstract] | |||
Excise duties | $ 13,136 | $ 1,200 | $ 0 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | At-the-Market [Member] | Alef [Member] | Natura Naturals Inc | Natura Contingent Consideration | Manitoba Harvest U S L L C | Investments | S And S Acquisition | ABG [Member] | Preferred Shares [Member] | Common Stock [Member] | Common Stock [Member]At-the-Market [Member] | Common Stock [Member]Alef [Member] | Common Stock [Member]Natura Naturals Inc | Common Stock [Member]Natura Contingent Consideration | Common Stock [Member]Manitoba Harvest U S L L C | Common Stock [Member]Investments | Common Stock [Member]S And S Acquisition | Common Stock [Member]Downstream Merger [Member] | Common Stock [Member]ABG [Member] | Additional Paid-In Capital [Member] | Additional Paid-In Capital [Member]At-the-Market [Member] | Additional Paid-In Capital [Member]Alef [Member] | Additional Paid-In Capital [Member]Natura Naturals Inc | Additional Paid-In Capital [Member]Natura Contingent Consideration | Additional Paid-In Capital [Member]Manitoba Harvest U S L L C | Additional Paid-In Capital [Member]Investments | Additional Paid-In Capital [Member]S And S Acquisition | Additional Paid-In Capital [Member]ABG [Member] | Accumulated Other Comprehensive Income [Member] | Accumulated Deficit [Member] | |
Beginning Balance at Dec. 31, 2016 | $ 2,528 | $ 31,589 | $ 3,584 | $ (32,645) | ||||||||||||||||||||||||||||
Contributions | 8 | 8 | ||||||||||||||||||||||||||||||
Stock-based compensation expenses | 139 | 139 | ||||||||||||||||||||||||||||||
Other comprehensive (loss) income | 282 | |||||||||||||||||||||||||||||||
Foreign currency translation gain | 282 | 282 | ||||||||||||||||||||||||||||||
Net loss | (7,809) | (7,809) | ||||||||||||||||||||||||||||||
Ending Balance at Dec. 31, 2017 | (4,852) | 31,736 | 3,866 | (40,454) | ||||||||||||||||||||||||||||
Shares issued for preferred shares, net of issuance costs | 52,560 | $ 2 | 52,558 | |||||||||||||||||||||||||||||
Shares issued for preferred shares, net of issuance costs, shares | 7,794,042 | |||||||||||||||||||||||||||||||
Conversion of preferred shares | (2) | [1] | $ (2) | $ 2 | ||||||||||||||||||||||||||||
Conversion of preferred stock, shares | (7,794,042) | 7,794,042 | ||||||||||||||||||||||||||||||
Shares issued for acquisition | $ 2,855 | $ 2,855 | ||||||||||||||||||||||||||||||
Shares issued for acquisition, shares | 26,825 | |||||||||||||||||||||||||||||||
Common stock issuance, net of issuance costs | 160,792 | $ 8 | 160,784 | |||||||||||||||||||||||||||||
Common stock issuance, net of issuance costs, shares | 85,350,000 | |||||||||||||||||||||||||||||||
Stock-based compensation expenses | 20,988 | 20,988 | ||||||||||||||||||||||||||||||
Other comprehensive (loss) income | (103) | (103) | ||||||||||||||||||||||||||||||
Deferred tax liability related to convertible notes, net of issuance costs | (8,809) | (8,809) | ||||||||||||||||||||||||||||||
Equity component related to issuance of convertible notes, net of issuance costs | 41,945 | 41,945 | ||||||||||||||||||||||||||||||
Foreign currency translation gain | 662 | |||||||||||||||||||||||||||||||
Net loss | (67,723) | (67,723) | ||||||||||||||||||||||||||||||
Ending Balance at Dec. 31, 2018 | 197,653 | $ 10 | 302,057 | 3,763 | (108,177) | |||||||||||||||||||||||||||
Ending Balance, Shares at Dec. 31, 2018 | 93,170,867 | |||||||||||||||||||||||||||||||
Cumulative effect adjustment from transition to | ASU 2016-01 [Member] | 803 | (803) | ||||||||||||||||||||||||||||||
Cumulative effect adjustment from transition to | ASC 842 [Member] | 19 | 19 | ||||||||||||||||||||||||||||||
Shares issued for acquisition | $ 15,099 | $ 4,450 | $ 128,710 | $ 10,551 | $ 3,189 | $ 125,097 | $ 15,099 | $ 4,450 | $ 128,710 | $ 10,551 | $ 3,189 | $ 125,097 | ||||||||||||||||||||
Shares issued for acquisition, shares | 180,332 | 238,826 | 2,109,252 | 550,646 | 79,289 | (2,212,025) | 1,680,214 | |||||||||||||||||||||||||
ABG finance receivable, net of finance income | $ (27,553) | $ (27,553) | ||||||||||||||||||||||||||||||
Shares issued under stock-based compensation plans | 506 | 506 | ||||||||||||||||||||||||||||||
Shares issued under stock-based compensation plans, shares | 1,575,455 | |||||||||||||||||||||||||||||||
Shares issued for employee compensation | 651 | 651 | ||||||||||||||||||||||||||||||
Shares issued for employee compensation, shares | 11,868 | |||||||||||||||||||||||||||||||
Common stock issuance, net of issuance costs | $ 111,073 | $ 1 | $ 111,072 | |||||||||||||||||||||||||||||
Common stock issuance, net of issuance costs, shares | 5,396,501 | |||||||||||||||||||||||||||||||
Stock-based compensation expenses | 31,842 | 31,842 | ||||||||||||||||||||||||||||||
Other comprehensive (loss) income | 5,153 | 5,153 | ||||||||||||||||||||||||||||||
Foreign currency translation gain | 5,174 | |||||||||||||||||||||||||||||||
Net loss | (321,169) | (321,169) | ||||||||||||||||||||||||||||||
Ending Balance at Dec. 31, 2019 | $ 285,271 | $ 11 | $ 705,671 | $ 9,719 | $ (430,130) | |||||||||||||||||||||||||||
Ending Balance, Shares at Dec. 31, 2019 | 102,781,225 | |||||||||||||||||||||||||||||||
[1] | For supplemental cash flow information related to leases, refer to Note 9. |
Consolidated Statements of St_2
Consolidated Statements of Stockholders' Equity (Deficit) (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
A B G Intermediate Holdings2 L L C | |
Finance income | $ 2,700 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Operating activities | |||
Net loss | $ (321,169) | $ (67,723) | $ (7,809) |
Adjusted for the following items: | |||
Inventory valuation adjustments | 68,583 | 384 | 204 |
Depreciation and amortization expenses | 15,849 | 3,562 | 1,853 |
Impairment of assets | 112,070 | ||
Stock-based compensation expenses | 31,842 | 20,988 | 139 |
Gain on sale of short-term investment | (2,631) | ||
Change in fair value of contingent consideration | (46,914) | ||
Loss from equity method investments | 4,504 | ||
Loss from equity investments measured at fair value | 939 | 6 | |
Interest on debt securities | (149) | ||
Deferred taxes | (8,847) | (4,485) | |
Amortization of discount on convertible notes | 9,843 | 2,180 | |
Foreign currency (gain) loss | (5,944) | 6,477 | (1,363) |
Accretion related to obligations under finance leases | 367 | ||
Non-cash interest expenses | 5,669 | 693 | |
Provision for doubtful accounts | 1,723 | 285 | |
Loss (gain) on disposal of property and equipment | 2,436 | (2) | 11 |
Changes in non-cash working capital: | |||
Accounts receivable | (14,820) | (16,512) | (507) |
Taxes receivable | (5,196) | 101 | (1,187) |
Inventory | (102,643) | (9,226) | (3,295) |
Prepayments and other current assets | (46,212) | (2,588) | (433) |
Accounts payable | 20,003 | 5,218 | 4,728 |
Accrued expenses and other current liabilities | 28,215 | 9,418 | 963 |
Other liabilities | 86 | ||
Net cash used in operating activities | (258,065) | (46,248) | (6,003) |
Investing activities | |||
Business combinations, net of cash acquired | (163,889) | ||
Investment in equity method investees | (14,201) | ||
Change in deposits and other assets | (2,689) | (397) | |
Purchases of short-term and other investments | (1,350,666) | (319,373) | |
Proceeds from sales and maturities of short-term investments | 1,383,632 | 274,497 | |
Purchases of property and equipment | (73,741) | (50,198) | (10,910) |
Proceeds from disposal of property and equipment | 6,581 | 713 | 23 |
Purchases of intangible assets | (4,875) | (4,259) | (531) |
Net cash used in investing activities | (253,181) | (98,620) | (11,815) |
Financing activities | |||
Proceeds from at-the market equity offering, net of costs | 111,073 | ||
Proceeds from ABG Profit Participation Arrangement | 4,187 | ||
Payment of ABG finance liability | (500) | ||
Payment under Privateer Holdings debt facilities | (36,940) | ||
Advances under Privateer Holdings debt and construction facilities | 3,453 | 12,434 | |
Proceeds from Preferred Shares - Series A, net of transaction costs | 52,560 | ||
Proceeds from exercise of stock options | 5,458 | ||
Payment on the settlement of stock options | (5,014) | ||
Payment of mortgage debt | (9,136) | ||
Payment of obligations under finance lease | (504) | (199) | |
Proceeds from issuance of convertible notes, net of issuance costs | 460,269 | ||
Proceeds from issuance of common stock pursuant to IPO, net | 160,792 | ||
Net cash provided by financing activities | 114,700 | 630,998 | 12,235 |
Effect of foreign currency translation on cash and cash equivalents | 6,082 | (1,198) | 375 |
(Decrease) increase in cash and cash equivalents | (390,464) | 484,932 | (5,208) |
Cash and cash equivalents, beginning of period | 487,255 | 2,323 | 7,531 |
Cash and cash equivalents, end of period | 96,791 | $ 487,255 | $ 2,323 |
Investment In ABG [Member] | |||
Investing activities | |||
Investment in ABG Profit Participation Arrangement | $ (33,333) |
Description of Business and Sum
Description of Business and Summary | 12 Months Ended |
Dec. 31, 2019 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Description of Business and Summary | 1. Description of Business and Summary Tilray, Inc., a Delaware corporation, and its wholly owned subsidiaries (collectively “Tilray”, the “Company”, “we”, “our”, or “us”) Prior to January 2018, the Company operated its business under Decatur Holdings, B.V. (“Decatur”), which was formed in March 2016. Decatur was incorporated under the laws of the Netherlands on March 8, 2016 as a wholly owned subsidiary of Privateer Holdings, Inc. (“Privateer Holdings”). On January 25, 2018, Privateer Holdings transferred the equity interest in Decatur to Tilray. Decatur was subsequently dissolved on December 27, 2018. The transfers of the equity interests were between entities under common control and were recorded at their carrying amounts. The consolidated financial statements of the Company (“the financial statements”) are prepared, on a continuity of interest basis, reflecting the historical financial information of Decatur prior to January 25, 2018. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of presentation and going concern The accompanying financial statements reflect the accounts of the Company. The financial statements were prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”). These financial statements have been prepared on a going concern basis, which assumes that the Company will continue in operation for the foreseeable future and, accordingly, will be able to realize its assets and discharge its liabilities in the normal course of operations as they come due. The Company’s ability to continue as a going concern is dependent upon obtaining additional financing to meet anticipated cash needs for working capital and capital expenditures through the next twelve months. For the fiscal year ended December 31, 2019 the Company reported a consolidated net loss of $321,169 and a net loss of $67,723 and $7,809 for the year ending December 31, 2018 and December 31, 2017, respectively. For the years ended December 31, 2019, 2018 and 2017, the Company had negative cash flows used in operating activities of $258,065, $46,248 and $6,003, respectively. The Company had net cash outflows for the year ended December 31, 2019 of $390,464. As at December 31, 2019 and 2018, the Company had working capital of $166,600 and $528,365 respectively, reflecting a decrease in cash of $361,765 for the year ending December 31, 2019 Current management forecasts and related assumptions support the view that the Company can adequately manage the operational needs of the business with the additional financing of $59,600 secured on February 28, 2020 (refer to Note 26) and as necessary, through accessing capital from the at-the-market program with available funding of $271,687 (refer to Note 14 and Note 26) or other equity financings. However, due to uncertainties the Company may face in raising additional equity financing in the future, an additional evaluation of management’s plans and forecasts was conducted to assess the Company’s ability to meet their contractual commitments and obligations over the next twelve months. These management forecasts and assumptions support the Company’s ability to meet its contractual obligations such as non-cancelable minimum purchase commitments for inventory of $132,743 (refer to Note 17), payment of interest on the 5% convertible notes of $23,750 (refer to Note 13), payment of interest on the additional financing (refer to Note 26) and the Company’s lease commitments of $4,576 (refer to Note 17). Should there be constraints on access to capital under the at-the-market program, the Company can manage cash-outflows through reduced capital expenditures and managing the operational expenses of the business that pertain to future investments that are discretionary in nature. Accordingly, the Company has concluded that it is probable that it is able to implement plans that would effectively mitigate the conditions and events that raise substantial doubt about the entity’s ability to continue as a going concern for the next twelve months . These financial statements do not include any adjustments to the carrying amount and classification of reported assets, liabilities, revenues or expenses that might be necessary should the Company not be successful with the aforementioned initiatives. Any such adjustments could be material. These financial statements reflect all adjustments, which, in the opinion of management, are necessary for a fair presentation of the Company’s financial position and results of operations. The statements of net loss and comprehensive loss for the years ended December 31, 2018 and 2017 were reclassified to conform to the current period’s presentation. Cost of sales, which was formerly presented as a single line item, is now broken out between product costs and inventory valuation adjustments. Depreciation and amortization expenses as well as acquisition-related (income) expenses, net, which were formerly presented as part of general and administrative expenses, are now presented separately. Loss on disposal of property and equipment is presented seperately from other income, net. Large accelerated filer status The Company is now a large accelerated filer and as a result, the Company complies with new and revised accounting standards applicable to public companies for the year ended December 31, 2019. All new accounting pronouncements recently adopted as described below were adopted in the forth quarter of 2019 with an effective date of January 1, 2019. Quarterly financial information presented in the December 31, 2019 financial statements reflect the new and revised accounting standards and therefore do not mirror the 2019 interim period condensed consolidated financial statements. Basis of consolidation These financial statements include the accounts of the following entities wholly owned by the Company as of December 31, 2019: Name of entity Date of formation Place of incorporation Natura Naturals Inc. May 31, 1985 Canada Tilray, Inc. July 8, 2005 United States Manitoba Harvest USA LLC February 8, 2010 United States Tilray Canada, Ltd. September 6, 2013 Canada Dorada Ventures, Ltd. October 18, 2013 Canada Smith & Sinclair Ltd. June 1, 2014 United Kingdom FHF Holdings Ltd. July 15, 2015 Canada High Park Farms Ltd. February 19, 2016 Canada Tilray Deutschland GmbH November 3, 2016 Germany Pardal Holdings, Lda. April 5, 2017 Portugal Tilray Portugal Unipessoal, Lda. April 20, 2017 Portugal Tilray Australia New Zealand Pty. Ltd. May 9, 2017 Australia Tilray Ventures Ltd. June 6, 2017 Ireland Manitoba Harvest Japan K.K. August 29, 2017 Japan High Park Holdings, Ltd. February 8, 2018 Canada Fresh Hemp Foods Ltd. May 7, 2018 Canada Natura Naturals Holdings Inc. May 17, 2018 Canada National Cannabinoid Clinics Pty Ltd. September 19, 2018 Australia Tilray Latin America SpA November 19, 2018 Chile Tilray Portugal II, Lda. December 11, 2018 Portugal High Park Gardens Inc. February 7, 2019 Canada High Park Shops Inc. August 15, 2019 Canada Privateer Evolution, LLC December 12, 2019 United States The entities listed above are wholly owned by the Company and have been formed or acquired to support the intended operations of the Company and all intercompany transactions and balances have been eliminated in the financial statements of the Company. During the year ended December 31, 2019 the following entities have been added as a result of business combinations: Natura Naturals Inc., Manitoba Harvest USA LLC, Smith and Sinclair Ltd., FHF Holdings Ltd., Mantitoba Harvest Japan K.K., Fresh Hemp Foods Ltd., Natura Naturals Holdings Inc. Refer to Note 3 for further details on business combinations. On December 12, 2019, the Company closed the merger of Privateer Holdings, with and into a wholly owned subsidiary of the Company pursuant to the Agreement and Plan of Merger and Reorganization with Privateer Holdings (the “Downstream Merger”). As a result, Privateer Evolution, LLC, previously named Down River Merger Sub, LLC, has been added to the wholly owned entities for the year ended December 31, 2019. The financial statements also include variable interest entities (“VIE”). A VIE is a legal entity that does not have sufficient equity at risk to finance its activities without additional subordinated financial support, is structured such that equity investors lack the ability to make significant decisions relating to the entity’s operations through voting rights, or do not substantively participate in the gains and losses of the entity. Upon inception of a contractual agreement, the Company performs an assessment to determine whether the arrangement contains a variable interest in a legal entity and whether that legal entity is a VIE. The primary beneficiary has both the power to direct the activities of the VIE that most significantly impact the entity’s economic performance and the obligation to absorb losses or the right to receive benefits from the VIE entity that could potentially be significant to the VIE. Where the Company concludes that it is the primary beneficiary of a VIE, the Company consolidates the accounts of that VIE. When the Company is not the primary beneficiary, the VIE is accounted for using the equity method and is included in Equity method investments within the balance sheets. At December 31, 2019, 2018 and 2017, the Company had no consolidated VIEs. Refer to Note 7 for the Company’s VIEs accounted for using the equity method. The Company regularly reviews and reconsiders previous conclusions regarding whether the Company is the primary beneficiary of a VIE. The Company also reviews and reconsiders previous conclusions regarding whether the Company holds a variable interest in a potential VIE, the status of an entity as a VIE, and whether the Company is required to consolidate such a VIE in the financial statements when a change occurs. New accounting pronouncements recently adopted Financial instruments On January 1, 2019, the Company adopted FASB ASU No. 2016-01, Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”), which updates certain aspects of the recognition, measurement, presentation and disclosure of financial instruments. Most prominent among the changes in the standard is the requirement for changes in the fair value of equity investments, with certain exceptions, to be recognized through net income rather than other comprehensive income. The Company adopted the standard effective January 1, 2019. Adoption of the standard was applied using a modified retrospective approach through a cumulative effect adjustment from accumulated other comprehensive income to accumulated deficit as of the effective date in the amount of $803. The Company elected to measure equity investments without readily determinable fair values using the measurement alternative, at cost with adjustments for observable changes in price or impairments. The cumulative effect adjustment included any previously held unrealized gains and losses held in accumulated other comprehensive income related to the Company’s equity investments carried at fair value, other than those measured using the measurement alternative, which is applied prospectively. Leases In February 2016, the FASB issued ASU 2016-02, Leases, codified as ASC 842 Leases (“ASC 842”). ASC 842 requires leases to be accounted for using a right-of-use model, which recognizes that, at the date of commencement, a lessee has a financial obligation to make lease payments to the lessor for the right to use the underlying asset during the lease term. The lessee recognizes a corresponding right-of-use asset related to this right. Prior to adopting ASC 842, the Company followed the lease accounting guidance as issued in ASC 840, Leases (“ASC 840”) under which the Company classified its leases as operating or capital leases based on evaluation of certain criteria of the lease agreement. Effective January 1, 2019, the Company adopted ASC 842 using the modified retrospective approach, which provides a method for recording existing leases at adoption using the effective date as its date of initial application. The Company also applied the practical expedient which provides an additional transition method which allows entities to elect not to recast comparative periods presented. The Company has elected this practical expedient in the adoption of the ASC 842. Lease liabilities and their corresponding right-of-use assets are recorded based on the present value of lease payments over the expected remaining lease term. The Company elected the package of practical expedients provided by ASC 842, which allowed the Company to forgo reassessing the following upon adoption of the new standard: (1) whether contracts contain leases for any expired or existing contracts, (2) the lease classification for any expired or existing leases, and (3) initial direct costs for any existing or expired leases. In addition, the Company elected an accounting policy to exclude from the balance sheet the right-of-use assets and lease liabilities related to short-term leases, which are those leases with a lease term of twelve months or less that do not include an option to purchase the underlying asset that the Company is reasonably certain to exercise. The standard has a material impact in the Company’s balance sheets, but does not have an impact in the statements of net loss and comprehensive loss. The most significant impact is the recognition of right-of-use assets and lease liabilities for operating leases, while the accounting for finance leases remains substantially unchanged. As of the date of implementation on January 1, 2019, the impact of the adoption of ASC 842 resulted in the recognition of a right-of-use asset and lease liability on the Company’s balance sheet of $3,276 and $3,257, respectively, with a cumulative effect adjustment of $19 to accumulated deficit. Revenue On January 1, 2019, the Company adopted ASU 2014-09, Revenue from Contracts with Customers and all subsequent amendments to the ASU, codified as ASC 606 Revenue from Contracts with Customers (collectively, “ASC 606”), which amended revenue recognition principles and provides a single, comprehensive set of criteria for revenue recognition. ASC 606 applies to all contracts with customers except for contracts that are within the scope of other standards. ASC 606 provides a five-step framework through which revenue is recognized when control of promised goods or services is transferred to a customer at an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. To determine revenue recognition for arrangements that the Company concludes are within the scope of ASC 606, management performs the following five steps: (i) identifies the contract(s) with a customer; (ii) identifies the performance obligations in the contract (s); (iii) determines the transaction price, including whether there are any constraints on variable consideration; (iv) allocates the transaction price to the performance obligations; and (v) recognizes revenue when (or as) the Company satisfies a performance obligation. The Company adopted ASC 606 using the modified retrospective method to all contracts not completed as of January 1, 2019. Results for reporting periods beginning after January 1, 2019 are presented under ASC 606 while prior period amounts continue to be reported in accordance with pre-adoption standards. The adoption of ASC 606 did not result in a change to the accounting for any of the in-scope revenue contracts; as such, no cumulative effect adjustment was recorded. Accounting for nonemployee share-based compensation In June 2018, the FASB issued ASU 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”), to simplify the accounting for share-based payments to nonemployees by aligning it with the accounting for share-based payments to employees, with certain exceptions. The provisions of this standard specify that Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. The Company adopted the provisions of ASU 2018-07 using a modified retrospective approach on January 1, 2019, which affected the method used to value the stock options and RSUs granted to consultants and advisors. Prior to the adoption of ASU 2018-07, stock options and RSUs were revalued at each reporting period. Pursuant to the requirements of ASU 2018-07 and under the provisions of Topic 718, these stock options and RSUs are now valued at the grant date fair value, consistent with the method the Company uses to value stock options and RSUs to employees. Adoption of the standard resulted in no cumulative effect adjustment. Use of estimates and significant judgments The preparation of the Company’s financial statements requires management to make estimates, assumptions and judgments that affect the reported amounts of revenue, expenses, assets, liabilities, accompanying disclosures and the disclosure of contingent liabilities. These estimates and judgments are subject to change based on experience and new information which could result in outcomes that require a material adjustment to the carrying amounts of assets or liabilities affecting future periods. Estimates and judgments are assessed on an ongoing basis. Revisions to estimates are recognized prospectively. Examples of key estimates in these financial statements include cash flows and discount rates used in accounting for business combinations including contingent consideration, the value of Class 2 common shares with transfer restrictions, asset impairment including estimated future cash flows and fair values, imputed interest for loans receivable, the allowance for doubtful accounts receivable and loans receivables, provisions for prepayments and other current assets, inventory valuation adjustments that contemplate the market value of, and demand for inventory, estimated useful lives of property and equipment and intangible assets, valuation allowance on deferred income tax assets, determining the fair value of financial instruments, fair value of stock-based compensation, estimated variable consideration on contracts with customers, sales return estimates, the fair value of the convertible notes and equity component and the classification, incremental borrowing rates and lease terms applicable to lease contracts. Financial statement areas that require significant judgments are as follows: Variable interest entities - The Company assesses all variable interests in entities and uses judgment when determining if the Company is the primary beneficiary. Other qualitative factors that are considered include decision-making responsibilities, the VIE capital structure, risk and rewards sharing, contractual agreements with the VIE, voting rights and the level of involvement of other parties. Contingent consideration – Contingent consideration is subject to measurement uncertainty as the financial impact will only be confirmed by the outcome of a future event. The assessment of contingent consideration involves a significant amount of judgment, including determining a reliable estimate of the amount of cash outflow required to settle the obligation based on significant unobservable inputs as well as estimates around the probability and timing of satisfying the future events on which the contingent consideration is based. Asset impairment – Asset impairment tests require the allocation of assets to asset groups, where appropriate, which requires significant judgment and interpretation with respect to the integration between the assets and shared resources. Asset impairment tests require the determination of whether there is an indication of impairment. The assessment of whether an indication of impairment exists is performed at the end of each reporting period and requires the application of judgment, historical experience, and external and internal sources of information. Leases – The Company applies judgment in determining whether a contract contains a lease and if a lease is classified as an operating lease or a finance lease. The Company determines the lease term as the non-cancellable term of the lease, which may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. The Company has several lease contracts that include extension and termination options. The Company applies judgment in evaluating whether it is reasonably certain whether or not to exercise the option to renew or terminate the lease. That is, it considers all relevant factors that create an economic incentive for it to exercise either the renewal or termination. After the commencement date, the Company reassesses the lease term if there is a significant event or change in circumstances that is within its control and affects its ability to exercise or not to exercise the option to renew or to terminate (e.g., construction of significant leasehold improvements or significant customization to the leased asset). The Company also applies judgment in allocating the consideration in a contract between lease and non-lease components. It considers whether the Company can benefit from the right-of-use asset either on its own or together with other resources and whether the asset is highly dependent on or highly interrelated with another right-of-use asset. Foreign currency These financial statements are presented in the United States dollar (“USD”), which is the Company’s reporting currency. Functional currencies for the entities in these financial statements are their respective local currencies, including USD, Canadian dollar (“CAD”), Australian dollar, Chilean Peso, Great Britain Pound, Japanese Yen and Euro. The assets and liabilities of each of the Company’s subsidiaries are translated to USD at the foreign exchange rate in effect at the balance sheet date. Certain transactions affecting the stockholders’ equity (deficit) are translated at historical foreign exchange rates. The statements of net loss and comprehensive loss and statements of cash flows are translated to USD applying the average foreign exchange rate in effect during the reporting period. The resulting translation adjustments are included in other comprehensive loss. The Company’s monetary assets and liabilities denominated in foreign currencies are translated to the functional currency by applying the foreign exchange rate in effect at the balance sheet date. Revenues and expenses are translated using the average foreign exchange rate in effect during the reporting period. Realized and unrealized foreign currency differences are recognized in the statements of net loss and comprehensive loss. Net loss per share Basic net loss per share is computed by dividing reported net loss by the weighted average number of common shares outstanding for the reported period. Diluted net loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock of the Company during the reporting period. Diluted net loss per share is computed by dividing net loss by the sum of the weighted average number of common shares and the number of potential dilutive common share equivalents outstanding during the period. Potential dilutive common share equivalents consist of the incremental common shares issuable upon the exercise of vested share options and the incremental shares issuable upon conversion of the convertible notes. Potential dilutive common share equivalents consist of stock options, restricted stock units (“RSUs”) and restricted stock awards. In computing diluted earnings per share, common share equivalents are not considered in periods in which a net loss is reported, as the inclusion of the common share equivalents would be anti-dilutive. As of December 31, 2019, there were 10,532,988 common share equivalents with potential dilutive impact (2018 - 7,902,263, 2017 - none). Since the Company is in a net loss for all periods presented in these financial statements, there is no difference between the Company’s basic and diluted net loss per share for the periods presented. 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 in USD, CAD, Euro, Australian dollar, Chilean Peso, Great Britain Pound, Japanese Yen, corporate bonds, commercial paper, treasury bills and money market funds. Investments As a result of the adoption of ASU 2016-01 on January 1, 2019, the Company has changed its accounting policy for investments. Investments consist of debt securities and equity investments. Debt securities consists of convertible debt securities. Equity investments generally consist of securities that represent ownership interests in an entity for which the Company does not have a controlling financial interest. Debt securities Debt securities are classified as available-for-sale and are recorded at fair value. Unrealized gains and losses during the year, net of the related tax effect, are excluded from income and reflected in other comprehensive income (loss), and the cumulative effect is reported as a separate component of shareholders’ equity until realized. Debt securities are impaired when a decline in fair value is determined to be other-than-temporary. If the cost of an investment exceeds its fair value, the Company evaluates, among other factors, general market conditions, credit quality of debt instrument issuers, and the duration and extent to which the fair value is less than cost. Once a decline in fair value is determined to be other-than-temporary, an impairment charge is recorded in the statements of net loss and a new cost basis for the investment is established. The Company also evaluates whether there is a plan to sell the security or it is more likely than not that the Company will be required to sell the security before recovery. If neither of the conditions exist, then only the portion of the impairment loss attributable to credit loss is recorded in the statements of net loss and the remaining amount is recorded in other comprehensive income (loss). Equity investments Investments in entities over which the Company does not have a controlling financial interest or significant influence are accounted for at fair value. Equity investments without readily determinable fair values are measured at cost with adjustments for observable changes in price or impairments (referred to as the “measurement alternative”). In applying the measurement alternative, the Company performs a qualitative assessment on a quarterly basis and recognizes an impairment if there are sufficient indicators that the fair value of the equity investments are less than carrying values. Changes in value are recorded in other income, net. Investments in entities over which the Company does not have a controlling financial interest but has significant influence, are accounted for using the equity method, with the Company’s share of earnings or losses reported in earnings or losses from equity method investments on the statements of net loss and comprehensive loss. Equity method investments are recorded at cost, plus the Company’s share of undistributed earnings or losses, and impairment, if any, within Equity method investments on the balance sheets. The Company assesses investments in equity method investments if there is reason to believe an impairment may have occurred including, but not limited to, ongoing operating losses, projected decreases in earnings, increases in the weighted-average cost of capital, or significant business disruptions. The significant assumptions used to estimate fair value include revenue growth and profitability, capital spending, depreciation and taxes, foreign currency exchange rates, and discount rate. By their nature, these projections and assumptions are uncertain. If it is determined that the current fair value of an equity method investment is less than the carrying value of the investment, the Company will assess if the shortfall is of a temporary or permanent nature and write down the investment to its fair value if it is concluded the impairment is other than temporary. Accounting policy related to periods prior to the adoption of ASU 2016-01 Investments consist of treasury bills and equity securities. Equity securities generally consist of securities that represent ownership interests in an enterprise for which do not have significant influence or a controlling financial interest. The Company’s investments are classified as available-for-sale securities or as a cost method investment. Available-for-sale securities Securities classified as available-for-sale are recorded at fair value. Unrealized gains and losses during the year, net of the related tax effect applicable to available-for-sale, are excluded from income and reflected in other comprehensive income, and the cumulative effect is reported as a separate component of shareholders’ equity until realized. If a decline in fair value is deemed to be other-than-temporary, the investment is written down to its fair value and the amount of the write-down is recorded as other-than-temporary impairment loss in the statements of net loss and comprehensive loss. Any portion of such decline related to the securities that are not held-to-maturity and is believed to arise from factors other than credit is recorded as a component of other comprehensive income rather than against income. Net realized gains and losses on investments are determined in accordance with the specific identification method. Cost method investments Equity securities for which the fair value is not readily determinable are carried at cost. Distributions from the equity security are recognized as income dividend when received. An impairment charge is recorded if the carrying amount of the investment exceeds its fair value and determined to be other-than-temporary. Business combinations and goodwill The Company accounts for business combinations using the acquisition method in accordance with ASC 805, Business Combinations, which requires recognition of assets acquired and liabilities assumed, including contingent assets and liabilities, at their respective fair values on the date of acquisition. Any excess of the purchase consideration over the net fair value of tangible and identified intangible assets acquired less liabilities assumed is recorded as goodwill. The costs of business acquisitions, including fees for accounting, legal, professional consulting and valuation specialists, are expensed as incurred within acquisition-related (income) expense s , net. Purchase price allocations may be preliminary and, during the measurement period not to exceed one year from the date of acquisition, changes in assumptions and estimates that result in adjustments to the fair value of assets acquired and liabilities assumed are recorded in the period the adjustments are determined. For business combinations achieved in stages, the Company’s previously held interest in the acquiree is remeasured at its acquisition date fair value, with the resulting gain or loss recorded in the statements of net loss and comprehensive loss. For a pre-existing relationship between the Company and the acquiree that is not extinguished on the business combination, such a relationship is considered effectively settled as part of the business combination even if it is not legally cancelled. At the acquisition date, it becomes an intercompany relationship and is eliminated upon consolidation. The estimated fair value of acquired assets and assumed liabilities are determined primarily using a discounted cash flow approach, with estimated cash flows discounted at a rate that the Company believes a market participant would determine to be commensurate with the inherent risks associated with the asset and related estimated cash flow streams. Contingent consideration in a business combination is remeasured at fair value each reporting period until the contingency is resolved and any change in fair value from either the passage of time or events occurring after the acquisition date, is recorded within acquisition-related (income) expenses, net on the statements of net loss and comprehensive loss. Fair value measurements The carrying value of the Company’s accounts receivable, accounts payable, accrued expenses and other current liabilities approximate their fair value due to their short-term nature. Debt securities classified as available-for-sale are recorded at fair value based on publicly available market information or other estimates determined by management. Equity investments (excluding equity method investments) are recorded at fair value using quoted market prices or broker or dealer quotations, or using the measurement alternative for equity investments without readily determinable fair values. The fair value for equity investments measured using the measurement alternative is determined based on valuation techniques using the best information available, and may include |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Business Combinations | 3. Business Combinations Acquisition of Manitoba Harvest On February 28, 2019, the Company completed the acquisition of all issued and outstanding shares of Manitoba Harvest. Manitoba Harvest develops and distributes a diverse portfolio of hemp-based natural food and wellness products and enables the Company to expand into the growing cannabidiol Subsequent to the acquisition date, the Company revised the preliminary purchase price of the Manitoba Harvest acquisition to include working capital adjustments of $280 related to the acquisition. The Company also revised the preliminary allocation of the purchase price to assets acquired and liabilities assumed at the acquisition date, resulting in a $1,112 decrease in goodwill. The Company completed the final purchase price allocation for Manitoba Harvest. The goodwill of $126,881, assigned to the Hemp reportable segment (refer to Note 11), is attributable to factors such as market share, reputation with customers and vendors, and the skilled workforce of Manitoba Harvest. Goodwill is not deductible for tax purposes. The gross contractual amount of receivables as at the date of acquisition was $6,340, of which approximately $133 was not expected to be collected. The financial results of Manitoba Harvest are included in the Company’s financial statements since acquisition close. The statements of net loss and comprehensive loss include revenue of $58,029 and net loss of $14,441 of Manitoba Harvest for the year ended December 31, 2019, respectively. The Company incurred acquisition costs of $1,328 for the acquisition of Manitoba Harvest. Acquisition of Natura On February 15, 2019, the Company acquired the remaining 97% issued and outstanding shares of Natura Naturals Holdings Inc. (“Natura”). Natura is licensed to cultivate and produce medical cannabis, expanding the Company’s capacity to supply high-quality branded cannabis products to the Canadian market. The Company revised the preliminary allocation of the purchase price to assets acquired and liabilities assumed at the acquisition date, resulting in a $2,340 increase in goodwill. The Company completed the final purchase price allocation. The goodwill of $29,314, assigned to the Cannabis reportable segment (refer to Note 11), is attributable to factors such as strong supply chain, quality of products and the skilled workforce of Natura. Goodwill is not deductible for tax purposes. The financial results of Natura are included in the Company’s financial statements since acquisition close. The statements of net loss and comprehensive loss include revenue of $14,544 and net loss of $125 for the year ended December 31, 2019, respectively. The Company incurred acquisition costs of $824 for the acquisition of Natura. Acquisition of S&S On July 11, 2019, the Company acquired all issued and outstanding shares of Smith & Sinclair Ltd. (“S&S”), which crafts edible candies, fragrances and creative consumables in the United Kingdom and enables the Company to develop CBD-infused edibles and beverages as well as alcohol-infused edibles for distribution in Canada, United States and Europe. The financial results of S&S are included in the Company’s financial statements since acquisition close. The goodwill of $4,932 is assigned to the Hemp reportable segment (refer to Note 11). The statements of net loss and comprehensive loss include revenue of $1,633 and net loss of $2,774 for the year ended December 31, 2019, respectively. The final allocations of the purchase price to assets acquired and liabilities assumed on the respective acquisition dates of Manitoba Harvest, Natura and S&S are as follows: Manitoba Harvest Natura S&S Assets Cash and cash equivalents $ 5,534 169 137 Accounts receivable 6,207 109 264 Inventory 15,331 3,482 195 Prepayments and other current assets 1,030 166 125 Property and equipment 23,581 17,435 138 Intangible assets (1)(2)(3) 195,966 10,494 2,418 Goodwill 126,881 29,314 4,932 Total assets 374,530 61,169 8,209 Liabilities Accounts payable 4,973 3,280 220 Accrued expenses and other current liabilities 4,911 876 89 Deferred tax liability 54,393 2,781 459 Total liabilities 64,277 6,937 768 Net assets acquired $ 310,253 $ 54,232 $ 7,441 Intangible assets include: (1) Manitoba Harvest: trademarks - $54,688, developed technology - $6,988 and customer relationships - $134,290 (2) Natura: licenses - $10,494 (3) S&S: trademarks - $1,670, patent - $690 and website - $58 The final purchase price of the Manitoba Harvest, Natura and S&S acquisitions are calculated as follows: Manitoba Harvest Natura S&S Cash paid on closing $ 114,566 $ 15,253 $ 2,420 Cash paid six months after closing 37,490 — — Class 2 common stock issued on closing (1)(2)(5) 96,844 15,099 3,189 Class 2 common stock issued six months after closing (1) 31,866 — — Working capital adjustment 280 — — Contingent consideration 29,207 20,007 1,812 Fair value of previously held interest (3) — 1,565 — Effective settlement of pre-existing debt (4) — 2,308 — Subscription rights — — 20 Total fair value of consideration transferred 310,253 54,232 7,441 (1) For the acquisition of Manitoba Harvest, 1,209,946 shares of Class 2 common stock were issued on closing and 899,306 shares of Class 2 common stock were issued six months after closing. (2) For the acquisition of Natura, 180,332 shares of Class 2 common stock were issued on closing. (3) The fair value of the Company’s previously held interest in Natura on the acquisition date was determined based on the fair value of total consideration transferred and reflected book value on the acquisition date. (4) The Company held C$3,000 convertible debt of Natura at the acquisition date. On acquisition, this debt and related accrued interest was effectively settled. (5) For the acquisition of S&S, 79,289 shares of Class 2 common stock were issued on closing. Supplemental pro forma information The unaudited pro forma information for the periods set forth below gives effect to the acquisitions of Manitoba Harvest, Natura and S&S as if the acquisitions had occurred as of January 1, 2018. This pro forma information is presented for informational purposes only and is not necessarily indicative of the results of operations that actually would have been achieved had the acquisitions been consummated as of that time: Year ended December 31, 2019 2018 Revenue $ 178,885 $ 107,786 Net loss (325,760 ) (74,444 ) Net loss per share - basic and diluted (3.24 ) (0.90 ) Acquisition-related (income) expenses, net Acquisition-related (income) expenses, net for the years ended December 31 2019 and 2018 are comprised of the following items: Year ended December 31, 2019 2018 Acquisition and integration expenses $ 15,487 $ 248 Change in fair value of contingent consideration (46,914 ) — Total $ (31,427 ) $ 248 |
ABG Profit Participation Arrang
ABG Profit Participation Arrangement | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
ABG Profit Participation Arrangement | 4. ABG Profit Participation Arrangement On January 14, 2019, the Company entered into a Profit Participation Arrangement (“ABG Arrangement”) with ABG Intermediate Holdings 2, LLC (“ABG”) that offers the Company: (i) participation rights in up to 49% of the net (i.e. post-expense) cannabis revenues from certain existing ABG brands in perpetuity, (ii) guaranteed minimum receipt of $10,000 annually for ten years (prorated based on total consideration paid to ABG) in quarterly payments for participation rights, (iii) preferred supplier rights of all cannabinoid ingredients for products under cannabis products for , As consideration for this arrangement, the Company issued 840,107 shares of Class 2 common stock and paid $20,000 in cash in January 2019, paid $13,333 in cash in February 2019, and issued 840,107 shares of Class 2 common stock in March 2019 (refer to Note 14). Under the terms of the ABG Arrangement, the Company shall pay $83,333, in a combination of Class 2 common stock and up to $16,667 in cash at ABG’s election, upon certain triggers relating to the regulatory status of tetrahydrocannabinol (“THC”) in the United States or receipt of $5,000 in participation rights distributions from cannabis products containing THC outside the United States, in accordance with terms outlined in the ABG Arrangement. Since the ABG Arrangement conveys a right for the Company to receive guaranteed minimum cash from ABG over ten years, it meets the definition of a loan pursuant to ASC 310, Receivables. A s of December 31, 2019 $671 was recorded in prepayments and other current assets and $6,653 in ABG finance receivable and other assets for the current and non-current portions of the loans relating to cash paid to ABG . The portion of the loans relating to shares issued to ABG of $30,253 is recorded within additional paid-in capital as of December 31, 2019. The allocation of the loans between the asset and equity portions was determined on a relative fair value basis. As the loans have no stated interest rate, fair value was determined using the present value of the expected cash flows at a 12% discount rate, which reflects an appropriate market rate for each loan at the time it was issued. Interest on the loan is calculated using the effective interest rate method and recognized in finance income from ABG Profit Participation Arrangement on the statements of net loss and comprehensive loss for the portion of the loan relating to cash paid to ABG, and in additional paid-in capital on the balance sheet for the portion relating to shares issued to ABG. As of December 31, 2019, the Company has intangible assets with indefinite life in the amount of $16,765 for the Rights under the ABG Profit Participation Arrangement (refer to Note 10). The intangible assets were impaired at December 31, 2019 in the amount of $102,601, recorded to impairment of assets in the statements of net loss and comprehensive loss, as a result of deferred regulatory clarity for sales of CBD products in the United States, resulting in more conservative estimates of future cash flows related to the Company’s Rights under the ABG Profit Participation Arrangement. The original cost of th e Rights under the ABG Profit Participation Arrangement were calculated using the fair value of the cash paid and shares issued, less the fair value attributable to the loan described above. The Company entered into a Trademark License Agreement with ABG on April 1, 2019 for the use of Prince trademark (“ABG Prince Agreement”). Under the ABG Prince Agreement, the Company’s right to use the Prince trademark on products that contain CBD sold in the European Union. The ABG Prince Agreement matures December 31, 2025 with certain extension periods available to the Company. Under the ABG Prince Agreement, the Company pays a royalty on actual product sales in addition to a guaranteed minimum royalty payment (“GMR”) of $500 on April 1, 2019, October 1, 2019, January 1, 2020 and July 1, 2020, with subsequent quarterly payments of $375 commencing January 1, 2021 until maturity of the ABG Prince Agreement. At inception of the ABG Prince Agreement, the Company recorded an intangible asset of $7,117 in trademarks and licenses within intangible assets (refer to Note 10) with an offsetting ABG finance liability on the balance sheets. The trademark intangible asset and the ABG finance liability were recognized based on the discounted cash flows of the GMR using an effective interest rate of 9%. The current portion of the ABG finance liability is recorded in accrued expenses and other current liabilities on the balance sheets (refer to Note 12). Interest expenses recognized is $448 for the period and is recorded in interest expenses, net on the statements of net loss and comprehensive loss. On January 24, 2020, the Company entered into an amendment related to the ABG Profit Participation Arrangement (refer to Note 26). |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Inventory | 5. Inventory Inventory is comprised of the following items: December 31, 2019 2018 Raw materials $ 15,926 $ 2,132 Work-in-process 53,973 12,812 Finished goods 17,962 1,267 Total $ 87,861 $ 16,211 Inventory is written down for any obsolescence, spoilage and excess inventory or when the net realizable value of inventory is less than the carrying value. Inventory valuation adjustments included in cost of sales on the statements of net loss and comprehensive loss is comprised of the following: Year ended December 31, 2019 2018 2017 Raw materials $ 788 $ — $ — Work-in-process 61,302 4,561 617 Finished goods 6,493 — — Total $ 68,583 $ 4,561 $ 617 During the year ended December 31, 2019, cannabis products were written down by $49,378 primarily as a result of an accumulation of oil and cannabis by-product to be converted into oil, as regulations did not allow the sale of these products until December 2019. In addition, hemp products were written down by $3,880 primarily due to the fact the United States CBD market has progressed at a slower pace than expected due to the lack of clarity from the United States Food and Drug Administration, which is responsible for establishing the regulatory framework for CBD products. Also included in inventory valuation adjustments in cost of sales is $15,325 relating to a loss on advance payment on future purchases of inventory to secure supply (refer to Note 6). |
Prepayments and Other Current A
Prepayments and Other Current Assets | 12 Months Ended |
Dec. 31, 2019 | |
Prepaid Expense And Other Assets Current [Abstract] | |
Prepayments and Other Current Assets | 6. Prepayments and Other Current Assets Prepayments and other current assets are comprised of the following items: December 31, 2019 2018 Deposits $ 25,490 $ 1,511 Prepayments 5,847 1,496 Taxes receivable 6,165 969 ABG finance receivable - current 671 — Total $ 38,173 $ 3,976 Deposits include advance payments on future purchases of inventory to secure supply. During the year ended December 31, 2019, the Company determined that certain suppliers are unable to provide an amount of inventory equivalent to the prepayment. As a result, deposits have been written down by $14,154 and $1,171, for Cannabis and Hemp, respectively, totaling $15,325 recorded in inventory valuation adjustments in the statements of net loss and comprehensive loss (refer to Note 5). |
Investments
Investments | 12 Months Ended |
Dec. 31, 2019 | |
Investments Debt And Equity Securities [Abstract] | |
Investments | 7. Investments Short-term investments The Company’s short-term investments consist of debt securities classified as available-for-sale investments. All short-term investments have contractual maturities of one year or less. As at December 31, 2019, there were no short-term debt securities remaining and therefore total unrealized gains and losses recognized to accumulated other comprehensive loss during the year ended December 31, 2019 was nil. Gross realized gains on the sale of short-term investments recognized in other income, net was $2,631. Other investments Long-term investments are comprised of the following items: December 31, 2019 Equity investments measured at fair value $ 4,183 Equity investments under measurement alternative $ 14,954 Debt securities classified as available-for-sale method $ 5,047 Total other investments $ 24,184 The Company’s equity investments at fair value consist of publicly traded shares and warrants held by the Company. The Company’s equity investments under measurement alternative include equity investments without readily determinable fair values. The Company’s debt securities under available-for-sale method consists of convertible debt instruments with interest rates ranging from 10% – 12% and with contractual maturities in 2022. For the year ended December 31, 2019, there was no realized gain or loss recognized related to equity investments at fair value. Unrealized losses recognized in other income, net during the year ended December 31, 2019 on equity investments still held at December 31, 2019 is $939. There were no impairments or adjustments to equity investments under the measurement alternative. Unrealized gains of $17 in accumulated other comprehensive income at December 31, 2019 relates to the long-term available-for-sale debt securities. Equity method investments On December 31, 2018, t he Company entered into a joint venture with Anheuser-Busch InBev (“AB InBev”) to research and develop non-alcohol beverages containing cannabis. Under the terms of the arrangement, the Company and AB InBev each have 50% ownership and 50% voting interest in the Plain Vanilla Research Limited Partnership (“Fluent”), headquartered in Canada. The Company has determined that Fluent is a VIE, but the Company is not the primary beneficiary as the Company does not have the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance. Accordingly, the Company does not consolidate the financial statements of Fluent and accounts for this investment using the equity method of accounting. At the date of initial investment there was no difference in the carrying value of the investment and the proportional interest in the underlying equity in the net assets of Fluent. At December 31, 2019 the maximum exposure to loss is limited to the Company’s equity investment in the joint venture. The Company has made capital contributions of $12,000 to Fluent during the year ended December 31, 2019. In addition, the Company had purchased $4,300 of equipment which was subsequently sold to Fluent at the net book value of $4,300 during the year ended December 31, 2019. The Company provides production support services to Fluent on a cost recovery basis. During the year ended December 31, 2019, total fees charged were $388, which are included in accounts receivable at December 31, 2019. On September 19, 2019, t he Company entered into a joint venture with Cannfections Group Inc. (“Cannfections”) to develop and manufacture confectionary cannabis products. Under the terms of the arrangement, the Company and Cannfections each have 50% ownership and 50% voting interest. At the date of initial investment, there was no difference in the carrying value of the investment and the proportional interest in the underlying equity in the net assets of Cannfections. During the year ended December 31, 2019, the Company contributed $3,600 to the joint venture, consisting of $1,901 of cash and $1,699 of Class 2 common stock. The Company’s ownership interests in its equity method investments as of December 31, 2019 were as follows: Approximate Carrying value Loss from equity method investments Year ended ownership % December 31, 2019 December 31, 2019 Investment in Fluent 50% $ 7,836 $ 4,437 Investment in Cannfections 50% $ 3,612 $ 67 Total equity method investments $ 11,448 $ 4,504 Summary financial information for the equity method investments on an aggregated basis was as follows: December 31, 2019 Current assets $ 13,942 Non current assets $ 4,987 Current liabilities $ 1,561 Non current liabilities $ — Year ended December 31, 2019 Revenues $ 113 Gross profit $ 78 Net loss $ (9,008 ) Disclosures related to periods prior to the adoption of ASU 2016-01 The Company’s short-term investments are classified as available-for-sale investments and the long-term investments are classified as either available-for-sale or cost method investments. The following table summarizes the unrealized gains and losses and estimated fair value of our short-term investments as of December 31, 2018: Cost Gross unrealized gains Gross unrealized losses Fair value Treasury bills $ 30,367 $ 32 $ 64 $ 30,335 Total $ 30,367 $ 32 $ 64 $ 30,335 Short-term investments consist of treasury bills, which are deemed to be low risk based on their credit ratings from the major rating agencies. All short-term investments have contractual maturities of one year or less. The following table summarizes the unrealized gains and losses and estimated fair value of our long-term investments as of December 31, 2018: Cost Gross unrealized gains Gross unrealized losses Fair value Investment in equities $ 17,714 $ — $ 803 $ 16,911 Total $ 17,714 $ — $ 803 $ 16,911 Investment in equities are reported in long-term investments on the balance sheets. The following table provides a summary of the classification of investment in equities: December 31, 2018 2017 Investments in equities under available-for-sale method $ 1,845 $ — Investment in equities under the cost method 15,066 — Total investment in equities $ 16,911 $ — Total unrealized loss recognized to other comprehensive income related to the long-term available-for-sale equity securities during the year ended December 31, 2018 was $803. As at December 31, 2017, the Company did not hold any short-term and long-term investments. |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2019 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment, Net | 8. Property and Equipment, Net Property and equipment, net consisted of the following: December 31, 2019 2018 Land 6,417 $ 4,498 Buildings and leasehold improvements 109,172 51,111 Laboratory and manufacturing equipment 31,173 6,131 Office and computer equipment 2,659 970 ROU assets under finance lease 14,753 9,661 Construction-in-process 37,160 15,343 201,334 87,714 Less: accumulated depreciation (17,117 ) (7,500 ) Total $ 184,217 $ 80,214 For the year ended December 31, 2019, total depreciation on property and equipment was $9,282 (2018 - $3,410 and 2017 – $1,457). Depreciation expenses included in cost of sales relating to manufacturing equipment and production facilities for the year ended December 31, 2019 is $4,242 (2018 – $1,964 and 2017 – $1,303). Depreciation expenses related to general office space and equipment of $1,783 (2018 – $149, 2017 - $95) is included in depreciation and amortization expenses. The remaining depreciation is capitalized in the cost of inventory. The Company had $119,184 in property and equipment additions during the year ended December 31, 2019 (2018 – $44,451). Additions to building and leasehold improvements primarily relate to the Company’s acquisitions of Manitoba Harvest, Natura and S&S (refer to Note 3). Additions also include a non-cash finance lease asset of $4,617 (2018 - $114) and for the year ended December 31, 2019, there is $652 (2018 – $158 and 2017 - $34) of capitalized interest included in construction-in-progress. Additions to construction-in-process primarily relate to the ongoing construction of the Company’s London, Ontario and Portugal facilities. The Company has discontinued the construction of certain facilities resulting in a loss of $2,436 recorded to loss on disposal of property and equipment in the statements of net loss and comprehensive loss. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Leases | 9. Leases The Company has operating and finance leases for facilities and certain equipment. Operating and finance leases have remaining weighted-average remaining lease terms of 9 years and 4 years, respectively, as at December 31, 2019, some of which include options to extend the leases for up to 10 years and some of which include options to terminate the leases within 1 year. Components of lease expenses December 31, 2019 Finance lease cost Amortization of ROU assets $ 588 Interest on lease liabilities 370 Operating lease expenses (1) 2,519 Short term lease expenses (1) 256 Sublease income (2) (230 ) Total lease expenses $ 3,503 ( 1) Included in general and administrative expenses (2) Included in other income, net Supplemental cash flow information related to leases December 31, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases 2,312 Operating cash flows from finance leases 336 Financing cash flows from finance leases 504 Non-cash additions to ROU assets and lease liabilities Operating leases 16,043 Finance leases 4,617 Other information about lease amounts recognized in the financial statements December 31, 2019 Weighted-average remaining lease term (years) – operating leases 9 Weighted-average remaining lease term (years) – finance leases 4 Weighted-average discount rate – operating leases 5.73 % Weighted-average discount rate – finance leases 8.42 % Refer to Note 17 for lease commitments. Disclosures related to periods prior to the adoption of ASC 842 At December 31, 2018, the Company leased various facilities, under non-cancelable capital and operating leases, which expire at various dates through September 2027. Under the terms of the operating lease agreements, the Company is responsible for certain insurance and maintenance expenses. The Company recorded rent expenses on a straight-line basis over the terms of the underlying leases. Rent expenses for the year ended December 31, 2018 was $745 (2017 – $175). At December 31, 2018, aggregate future minimum rental payments under all non-cancelable capital and operating leases were as follows: Operating Leases Capital Leases December 31, December 31, 2018 2018 2019 $ 916 $ 733 2020 857 733 2021 727 733 2022 589 733 2023 510 183 Thereafter 1,372 — $ 4,971 $ 3,115 The supplemental cash flow information of the Company’s leases prior to the adoption of ASC 842 was as follows: Year ended December 31, 2018 2017 Non-cash financing activities Capital lease obligation — $ 8,958 Non-cash investing Addition to property and equipment under capital lease 114 $ 8,958 |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2019 | |
Intangible Assets Net Excluding Goodwill [Abstract] | |
Intangible Assets | 10. Intangible Assets Intangible assets are comprised of the following items: December 31, 2019 2018 Cost Accumulated Amortization Impairment Net Cost Accumulated Amortization Net Definite-lived intangible assets: Patent 716 99 — 617 — — — Customer relationships 135,953 7,132 — 128,821 — — — Developed technology 7,074 590 — 6,484 — — — Websites 5,157 3,331 — 1,826 3,755 2,253 1,502 Trademarks and licenses 9,135 925 — 8,210 — — — Total 158,035 12,077 — 145,958 3,755 2,253 1,502 Indefinite-lived intangible assets: Cultivation license 10,689 — — 10,689 — — — Alef license 4,086 — 4,086 — 2,984 — 2,984 Trademarks 55,416 — — 55,416 — — — Rights under ABG Profit Participation Arrangement 119,366 — 102,601 16,765 — — — Total 189,557 — 106,687 82,870 2,984 — 2,984 Total intangible assets $ 347,592 $ 12,077 $ 106,687 $ 228,828 $ 6,739 $ 2,253 $ 4,486 As of December 31, 2019, there are no intangible assets not yet available for use (December 31, 2018 – $3,027). Intangible asset additions during the year ended December 31, 2019 primarily related to customer relationships, developed technology and trademarks as part of the acquisition of Manitoba Harvest, cultivation license and supply contract as part of the acquisition of Natura and trademarks as part of the acquisition of S & S (refer to Note 3). Moreover, indefinite-lived rights under the ABG Profit Participation Arrangement and definite-lived trademarks under the ABG Prince Agreement were acquired during the year ended December 31, 2019 (refer to Note 4). Amortization expenses for intangibles was $9,824, $374, and $549 in 2019, 2018, and 2017, respectively. Expected future amortization expenses for intangible assets as of December 31, 2019 are as follows: 2020 – $11,674; 2021 – $11,328; 2022 - $10,757; 2023 - $10,428, 2024 – $10,423; and thereafter – $91,348 . In the fourth quarter of fiscal 2019, the Company decided not to pursue cannabis cultivation in Chile and as a result the Alef license was impaired by the entire value of $4,086 which was recorded in impairment of assets on the statements of net loss and comprehensive loss. In connection with the preparation and review of these financial statements, the Company determined that the fair value (Level 3) of Rights under ABG Profit participation Arrangement was below the carrying value. The decline in fair value of Rights under ABG Profit participation Arrangement is primarily due to deferred regulatory clarity for sales of CBD products in the United States, resulting in a reduced estimate of future cash flows related to the Company’s Rights under the ABG Profit Participation Arrangement . As a result, the Company incurred a non-cash impairment charge of $102,601 presented in impairment of assets in the accompanying statements of net loss and comprehensive loss (refer to Note 4). |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill Disclosure [Abstract] | |
Goodwill | 11. Goodwill The following table shows the change in carrying amount of goodwill: Hemp Cannabis Total Goodwill - January 1, 2019 — — — Acquisition of Manitoba Harvest 126,881 — 126,881 Acquisition of Natura — 29,314 29,314 Acquisition of S & S 4,932 — 4,932 Foreign currency translation adjustment 1,501 623 2,124 Goodwill - December 31, 2019 $ 133,314 $ 29,937 $ 163,251 |
Accounts Payable, Accrued Expen
Accounts Payable, Accrued Expenses, and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2019 | |
Payables And Accruals [Abstract] | |
Accounts Payable, Accrued Expenses, and Other Current Liabilities | 12. Accounts Payable, Accrued Expenses and Other Current Liabilities Accounts payable, accrued expenses and other current liabilities are comprised of the following items: December 31, 2019 2018 Accounts payable - trade $ 39,057 $ 9,716 Accounts payable - related parties 68 933 Total accounts payable $ 39,125 $ 10,649 Accrued payroll and employment related withholding taxes 24,765 3,278 Other accrued expenses and current liabilities 17,032 5,673 Accrued interest on convertible notes 5,938 5,302 ABG finance liability - current 1,500 — Accrued legal and professional fees 1,174 565 Contingent consideration for acquisitions 420 — Total accrued expenses and other current liabilities $ 50,829 $ 14,818 The acquisition of Manitoba Harvest (refer to Note 3) included contingent consideration whereby the Company may pay a maximum of $37,129 payable in shares of Class 2 common stock, based on the gross branded CBD product sales in the United States for the period from January 1, 2019 to December 31, 2019. The estimated fair value of contingent consideration at the purchase date was $29,207. CBD sales for 2019 did not achieve the thresholds and as a result the fair value is nil The acquisition of Natura (refer to Note 3) included contingent consideration whereby the Company issued promissory notes with an aggregate principal amount of $20,007. The ultimate payment amounts are based on production levels of consumer grade dry finished cannabis flower from Natura facilities during four periods from February 1, 2019 to January 31, 2020 and are payable in shares of Class 2 common stock. The Company has paid $4,450 in Class 2 common stock on December 2, 2019. Production levels for the remaining period were not expected to be achieved and as a result the fair value is nil The acquisition of S&S (refer to Note 3) included contingent consideration with an aggregate principal of $1,812 which has been remeasured to $420 at December 31, 2019. The adjustment to fair value is recorded to acquisition-related (income) expenses, net. |
Convertible Notes
Convertible Notes | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Convertible Notes | 13. Convertible notes In October 2018 the Company issued convertible notes with a face value of $475,000. The net proceeds from the offering were approximately $460,134, after deducting commissions and other fees incurred. The convertible notes bear interest at a rate of 5.00% per annum, payable semi-annually in arrears on April 1 and October 1 of each year, beginning on April 1, 2019. The convertible notes are governed by an Indenture between the Company, as issuer, and GLAS Trust Company LLC, as trustee. The convertible notes are the Company’s general unsecured obligations and rank senior in right of payment to all of the Company’s indebtedness that is expressly subordinated in right of payment to the notes; equal in right of payment with any of the Company’s unsecured indebtedness that is not so subordinated; effectively junior in right of payment to any of Company’s secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally junior to all indebtedness and other liabilities (including trade payables but excluding intercompany obligations) of the Company’s current or future subsidiaries. The Indenture includes customary covenants and sets forth certain events of default after which the convertible notes may be declared immediately due and payable, including certain types of bankruptcy or insolvency involving the Company. To the extent the Company so elects, the sole remedy for an event of default relating to certain failures by the Company to comply with certain reporting covenants in the Indenture will, for the first 365 days after such event of default, consist exclusively of the right to receive additional interest on the notes. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of our common stock or a combination of cash and shares of the Company’s common stock, at the Company’s election (the “cash conversion option”). Prior to the close of business on the business day immediately preceding April 1, 2023, the convertible notes will be convertible only under the specified circumstances. On or after April 1, 2023 until the close of business on the business day immediately preceding the maturity date, holders may convert all or any portion of their convertible notes, in multiples of one thousand dollar principal amount, at the option of the holder regardless of the forementioned circumstances. As a result of the cash conversion option, the Company separately accounts for the value of the embedded conversion option as a component of equity. The value of the embedded conversion option is the residual of the net proceeds of the issuance, less the estimated fair value of the debt without the conversion feature, and amounted to $57,595 at issuance. The estimated fair value of the debt without the conversion feature, was determined using the expected cash flows of the convertible notes discounted by the estimated interest rate of similar nonconvertible debt; the debt discount is being amortized as additional non-cash interest expenses over the term of the convertible notes using the interest method with an effective interest rate of 8% per annum. The equity component is not remeasured as long as it continues to meet the conditions for equity classification. As of December 31, 2019, the convertible notes are not yet convertible. The convertible notes will become convertible upon the satisfaction of the above circumstances. In accounting for the transaction costs related to the issuance of the convertible notes, the Company allocated the total amount of offering costs incurred to the debt and equity components based on their relative values. Transaction costs attributable to the convertible notes totaling $13,467, are being amortized as non-cash interest expenses over the term of the convertible notes, and offering costs attributable to the equity component, totaling $1,398, were recorded within stockholders’ equity (deficit). The remaining unamortized debt discount related to the convertible notes of $34,219 as of December 31, 2019 will be accreted over the remaining term of the convertible notes, which is approximately 45 months. As at December 31, 2019, the Company was in compliance with all the covenants set forth under the Indenture. The following table sets forth the net carrying amount of the convertible notes: December 31, 2019 December 31, 2018 5.00% convertible notes $ 475,000 $ 475,000 Unamortized discount (34,219 ) (41,687 ) Unamortized transaction costs (10,571 ) (12,946 ) Net carrying amount $ 430,210 $ 420,367 The following table sets forth total interest expenses recognized related to the convertible notes: Year Ended December 31, 2019 2018 Contractual coupon interest $ 23,750 $ 5,302 Amortization of discount 7,468 2,152 Amortization of direct issue costs 2,375 28 Total $ 33,593 $ 7,482 |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Stockholders' Equity | 14. Stockholders’ Equity Common and preferred stock The Company’s certificate of incorporation authorized the Company to issue the following classes of shares with the following par value and voting rights as of December 31, 2019. The liquidation and dividend rights are identical among Class 1 common stock and Class 2 common stock, and all classes of common stock share equally in our earnings and losses. Par Value Authorized Voting Rights Class 1 common stock $ 0.0001 250,000,000 10 votes for each share Class 2 common stock $ 0.0001 500,000,000 1 vote for each share Preferred stock $ 0.0001 10,000,000 N/A In connection with the ABG Profit Participation arrangement (refer to Note 4), the Company issued 840,107 shares of Class 2 common stock in January 2019 at a deemed issuance price of $79.35 per share and 840,107 shares of Class 2 common stock in March 2019 at a deemed issuance price of $79.35 per share. Given that the shares of Class 2 common stock issued to ABG were not registered with the SEC and subject to transfer restrictions, the fair values of the issuances were $89.13 and $59.77 per share, respectively, as recorded in the statements of stockholders’ equity (deficit) (refer to Note 4). In February 2019, the Company issued 180,332 shares of Class 2 common stock at a deemed issuance price of $83.73 per share in connection with the closing of the Natura acquisition (refer to Note 3). On December 2, 2019, the Company issued 238,826 Class 2 common stock in relation to contingent consideration (refer to Note 3 and Note 12). In connection with the acquisition of Manitoba Harvest, the Company issued 1,209,946 shares of Class 2 common stock in March 2019 at a deemed issuance price of $80.04 per share on closing and 899,306 shares of Class 2 common stock in August 2019 at a deemed issuance price of $35.48 per share as share consideration six months after close (refer to Note 3). In connection with the acquisition of S&S, the Company issued 79,289 shares of Class 2 common stock in July 2019 at a deemed issuance price of $40.22 per share on closing (refer to Note 3). On September 10, 2019, the Company entered into a sales agreement with Cowen and Company, LLC pursuant to which the Company can issue and sell, through a sales agent, shares of Class 2 common stock from time to time up to up to an aggregate offering price of $400 million through an “at-the-market” equity offering program. For the year ended December 31, 2019 the Company issued a total of 5,396,501 shares of Class 2 common stock for gross proceeds of $113,543 (net proceeds of $111,073 after issuance costs) under the at-the-market program. Pursuant to the Downstream Merger, all of Privateer Holdings capital stock outstanding of 58,333,333 shares of Tilray Class 2 common stock and 16,666,667 shares of Tilray Class 1 common stock immediately prior to the effective time of the Downstream Merger, were cancelled and automatically converted solely into the right to receive the applicable portion of an aggregate shares of Tilray Class 2 common stock and shares of Tilray Class 1 common stock, inclusive of shares of Tilray Class 2 common stock held in escrow for contingent release to Privateer Holdings stockholders, issuable as consideration in Downstream Merger. In connection with the Downstream Merger, the Company exchanged the shares held by Privateer Holdings and issued the same value of shares to the underlying Privateer Holdings shareholders at a conversion rate of 1.07290. The Company did not pay any cash consideration in connection with the Downstream Merger and there was no impact on the statements of balance sheets or statements of net loss and comprehensive loss. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | 15. Stock-Based Compensation Original Stock Option Plan Certain employees and other service providers of the Company participate in the equity-based compensation plan of Privateer Holdings, Inc (the “Original Plan”) under the terms and valuation method detailed below. For the year ended December 31, 2019, the total stock-based compensation expenses associated with the Original Plan was $469 ( December 31, 2018 – $ 359 and 2017 – $ 139 ). There were no new grants under the Original Plan for the year ended December 31, 2019. The Original Plan was assumed by the Company on December 12, 2019 as a result of the Downstream Merger and as a result, at December 31, 2019, the Original Plan has 3,134,431 shares of Tilray common stock reserved for issuance. All outstanding options are subject to the terms of the Original Plan until exercised, terminated or expired by their terms. Stock options granted under the Original Plan are either incentive stock options or nonqualified stock options. Prior to the Downstream Merger, stock options and shares of Privateer Holdings common stock issued under the Original Plan were determined by the Board of Directors of Privateer Holdings and were not issued at less than 100% of the fair value of the shares on the date of the grant. Fair value was determined by the Board of Directors of Privateer Holdings. Stock options generally vested over a period of four years and expire, if not exercised, 10 years from the date of grant. Shares of Privateer Holdings common stock were issued in exchange for services based on the fair value of the services or the fair value of the Privateer Holdings common stock at the time of grant, as determined by the Board of Directors of Privateer Holdings. Prior to the Downstream Merger, the compensation expenses under the Original Plan was allocated from Privateer Holdings to Tilray employees who held options under the Original Plan. As a result of the Downstream Merger, the Company also assumed 692,843 stock options under the Original Plan (refer to Note 14), together with additional Privateer Holdings stock options not previously allocated to Tilray, which were converted at a conversion rate of 1.07290 into 3,134,431 of Tilray stock options outstanding under the Original Plan until exercised. Of the 3,134,431 options issued as part of the Downstream Merger, 2,404,000 shares were fully vested and all performance obligations related to the options had been performed. The stock options assumed as a result of the Downstream Merger were not remeasured as the fair value of the stock options before and after the Downstream Merger was the same. The fair value of each stock option to employees granted under the Original Plan was estimated on the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions: 2019 2018 2017 Expected stock option life — 5.15 years 5.84 years Expected volatility — 48.82 % 56.23 % Risk-free interest rate — 2.35 % 2.01 % Expected dividend yield — - % - % The expected life of the stock options represented the period of time stock options were expected to be outstanding and was estimated considering vesting terms and employees’ historical exercise and post-vesting employment termination behavior. Expected volatility was based on historical volatilities of public companies operating in a similar industry to Privateer Holdings. The risk-free rate is based on the United States Treasury yield curve in effect at the time of grant. The expected dividend yield was determined based on the stock option’s exercise price and expected annual dividend rate at the time of grant. Stock option activity for the Company up to and including the Downstream Merger under the Original Plan Stock Options Weighted- average exercise price Weighted- average remaining contractual term (years) Aggregate intrinsic value Balance December 31, 2018 592,594 $ 4.14 8.1 $ 989 Allocated to Tilray 143,794 4.21 Granted — — Exercised (25,751 ) 3.95 Forfeited (9,527 ) 4.25 Cancelled (8,267 ) 3.46 Converted with Downstream Merger (692,843 ) 4.22 Balance December 31, 2019 — $ — — $ — Vested and expected to vest, December 31, 2019 — $ — — $ — Vested and exercisable, December 31, 2019 — $ — — $ — The weighted-average fair values of all stock options granted in 2019, 2018 and 2017 were $0, $3.05 and $1.79, respectively. The total intrinsic values of stock options exercised in 2019, 2018 and 2017 were $350 , $176 and $19, respectively. As of December 31, 2019, the total remaining unrecognized compensation expenses related to non-vested stock options amounted to $0 (2018 - $557), which will be amortized over the weighted-average remaining requisite service period of approximately 0 years (2018 - 1.1 years). The total fair values of stock options vested in 2019, 2018 and 2017 were $669, $276 and $145, respectively. Downstream Merger time-based s Stock Options Weighted- average exercise price Weighted- average remaining contractual term (years) Aggregate intrinsic value Balance December 31, 2018 — — — $ — Assumed on Downstream Merger 3,134,431 2.99 Exercised (107,359 ) 1.81 Forfeited — - Cancelled (13,068 ) 9.04 Balance December 31, 2019 3,014,004 $ 3.04 5.8 $ 44,108 Vested and expected to vest, December 31, 2019 2,992,598 $ 2.98 5.8 $ 43,717 Vested and exercisable, December 31, 2019 2,733,170 $ 2.77 5.5 $ 40,423 The weighted-average fair values of time-based stock options assumed on the Downstream Merger in 2019 was $2.37 per share. The total intrinsic values of these stock options exercised in 2019 was $1,686. As of December 31, 2019, the total remaining unrecognized compensation expenses related to non-vested stock options amounted to $921, which will be amortized over the weighted-average remaining requisite service period of approximately 0.8 year. The total fair value of stock options vested in 2019 was $2,789 . New Stock Option and Restricted Stock Unit Plan The Company adopted the 2018 Equity Incentive Plan (the “2018 EIP”) as amended and approved by stockholders in May 2018 under the terms and valuation methods detailed in our Annual Financial Statements. The 2018 EIP authorizes the award of stock options, restricted stock units (“RSUs”) and stock appreciation rights (“SARs”) to employees, including officers, non-employee directors and consultants and the employees and consultants of our affiliates. Shares subject to awards granted under the 2018 EIP that expire or terminate without being exercised in full, or that are paid out in cash rather than in shares, do not reduce the number of shares available for issuance under the 2018 EIP. Additionally, shares become available for future grant under the 2018 EIP if they were issued under the 2018 EIP and if the Company repurchases them or they are forfeited. This includes shares used to pay the exercise price of an award or to satisfy the tax withholding obligations related to an award. The maximum number of shares of common stock subject to stock awards granted under the 2018 EIP or otherwise during any one calendar year to any non-employee director, taken together with any cash fees paid by the Company to such non-employee director during such calendar year for service on the Board of Directors, will not exceed five hundred thousand dollars in total value, calculating the value of any such stock awards based on the grant date fair value of such stock awards for financial reporting purposes, or, with respect to the calendar year in which a nonemployee director is first appointed or elected to our Board of Directors, one million dollars. Stock options represent the right to purchase shares of our Class 2 common stock on the date of exercise at a stated exercise price. The exercise price of a stock option generally must be at least equal to the fair market value of our shares of Class 2 common stock on the date of grant. The Company’s compensation committee may provide for stock options to be exercised only as they vest or to be immediately exercisable with any shares issued on exercise being subject to the Company’s right of repurchase that lapses as the shares vest. The maximum term of stock options granted under the 2018 EIP is ten years. RSUs represent a right to receive Class 2 common stock or their cash equivalent for each RSU that vests, which vesting may be based on time or achievement of performance conditions. Unless otherwise determined by our compensation committee at the time of grant, vesting will cease on the date the participant no longer provides services to the Company and unvested shares will be forfeited. If an RSU has not been forfeited, then on the date specified in the RSUs, the Company will deliver to the holder a number of whole shares of Class 2 common stock, cash or a combination of shares of our Class 2 common stock and cash. Additionally, dividend equivalents may be credited in respect of shares covered by the RSUs. Any additional shares covered by the RSU credited by reason of such dividend equivalents will be subject to all of the same terms and conditions of the underlying RSU agreement to which they relate. The RSUs generally vest over a 3-or- 4 year period. The fair value of RSUs are based on the share price as at date of grant. SARs provide for a payment, or payments, in cash or shares of Class 2 common stock to the holder based upon the difference between the fair market value of shares of our Class 2 common stock on the date of exercise and the stated exercise price. The maximum term of SARs granted under the 2018 EIP is ten years. No SARs were issued to date. The 2018 EIP permits the grant of performance-based stock and cash awards. The performance goals may be based on company-wide performance or performance of one or more business units, divisions, affiliates or business segments and may be either absolute or relative to the performance of one or more comparable companies or the performance of one or more relevant indices. The length of any performance period, the performance goals to be achieved during the performance period, and the measure of whether and to what degree such performance goals have been attained will be conclusively determined by the Board of Directors. As of May 21, 2018, 9,199,338 shares of Class 2 common stock had been reserved for issuance under the 2018 EIP. The number of shares of Class 2 common stock reserved for issuance under the 2018 EIP will automatically increase on January 1 of each calendar year, for a period of not more than ten years, starting on January 1, 2019 and ending on and including January 1, 2027, in an amount equal to 4% of the total number of shares of our common stock outstanding on December 31 of the prior calendar year, or a lesser number of shares determined by our Board of Directors. The shares reserved include only the outstanding shares related to stock options and RSUs, and excludes stock options outstanding under the Original Plan. The number of shares reserved for issuance under the 2018 EIP is 12,926,172, effective as of January 1, 2019. For the year ended December 31, 2019, the total stock-based compensation expenses associated with the 2018 EIP was $31,373 (December 31, 2018 - $20,629). The fair value of each stock option granted to employees under the 2018 EIP is estimated on the grant date using the Black-Scholes option pricing model with the following weighted average assumptions: Assumptions 2019 Assumptions 2018 Expected stock option life (years) 8.97 years 5.79 years Expected volatility 61.33 % 58.54 % Risk-free interest rate 2.10 % 2.92 % Expected dividend yield - % -% The expected life of the award is estimated using the simplified method since the Company does not have adequate historical exercise data to estimate the expected term. Expected volatility is based on historical volatilities of public companies operating in a similar industry to the Company. A forfeiture rate is estimated at the time of grant to reflect the amount of awards that are granted but are expected to be forfeited by the award holder prior to vesting. The estimated forfeiture rate applied to these amounts is derived from management’s estimate of the future stock option forfeiture behavior over the expected life of the awards. The risk-free rate is based on the United States Treasury yield curve in effect at the time of grant. Stock option and RSU activity for the Company under the 2018 EIP is as follows: Time-based s Stock Options Weighted- average exercise price Weighted- average remaining contractual term (years) Aggregate intrinsic value Balance December 31, 2018 6,015,791 $ 13.54 7.7 $ 342,916 Granted 10,000 70.25 Exercised (621,363 ) 7.76 Forfeited (91,048 ) 30.16 Cancelled (6,250 ) 7.76 Balance December 31, 2019 5,307,130 $ 14.04 8.4 $ 44,297 Vested and expected to vest, December 31, 2019 5,072,605 $ 13.80 8.4 $ 42,537 Vested and exercisable, December 31, 2019 2,512,513 $ 11.91 8.4 $ 21,840 The weighted-average fair values of time-based stock options granted in 2019 was $40.11 per share (2018 - $7.74). The total intrinsic values of these stock options exercised in 2019 and 2018 were $29,655 and $0 respectively. As of December 31, 2019, the total remaining unrecognized compensation expenses related to non-vested stock options amounted to $23,649 (2018 - $38,250), which will be amortized over the weighted-average remaining requisite service period of approximately 1.9 years (2018 - 2.8 years). The total fair value of stock options vested in 2019 were $16,708 (2018 - $5,508). Performance-based s Stock Options Weighted- average exercise price Weighted- average remaining contractual term (years) Aggregate intrinsic value Balance December 31, 2018 600,000 $ 7.76 9.4 $ 37,668 Granted — — Exercised (80,000 ) 7.76 Forfeited — — Cancelled — — Balance December 31, 2019 520,000 $ 7.76 8.4 $ 4,872 Vested and expected to vest, December 31, 2019 520,000 $ 7.76 8.4 $ 4,872 Vested and exercisable, December 31, 2019 520,000 $ 7.76 8.4 $ 4,872 The weighted-average fair values of all performance-based stock options granted in 2019 was $0 per share (2018 - $4.15). The total intrinsic values of stock options exercised in 2019 and 2018 were $5,054 and $0 respectively. As of December 31, 2019, the total remaining unrecognized compensation expenses related to non-vested stock options amounted to $0 (2018 - $593), which will be amortized over the weighted-average remaining requisite service period of approximately 0 years (2018 - 0.6 years). The total fair value of stock options vested in 2019 were $1,246 (2018 - $1,246). Time-based RSU activity Time-based RSUs Weighted-average grant-date fair value per share Non-vested December 31, 2018 237,222 $ 49.86 Granted 1,370,703 41.00 Vested (122,289 ) 38.16 Forfeited (62,244 ) 56.35 Non-vested December 31, 2019 1,423,392 $ 42.05 As of December 31, 2019 , there was approximately $41,898 (2018 - $10,336) of total unrecognized compensation cost related to non-vested time-based RSUs that will be recognized as expenses over a weighted-average period of 2.3 years 2018 - 3.2 years The total intrinsic values of time-based RSUs vested in 2019 and 2018 were $3,446, and $0 respectively. The total fair value of time-based RSUs vested in 2019 were $4,667 (2018 - $0) Performance-based RSU activity Performance- based RSUs Weighted-average grant-date fair value per share Non-vested December 31, 2018 1,050,000 $ 7.76 Granted — — Vested (784,375 ) $ 7.76 Forfeited — — Non-vested December 31, 2019 265,625 $ 7.76 As of December 31, 2019, there was approximately $330 (2018 - $1,882) of total unrecognized compensation cost related to non-vested performance-based RSUs that will be recognized as expenses over a weighted-average period of 1.0 year (2018 - 1.7 years). The total intrinsic values of performance-based RSUs vested in 2019 and 2018 were $46,423 and $0 respectively. The total fair value of performance-based RSUs vested in 2019 were $6,087 (2018 - $ 0). |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (AOCI) | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Income ("AOCI") | 16. Accumulated Other Comprehensive Income (“AOCI”) The components of AOCI, net of tax, were as follows: Foreign Currency Translation Adjustments Unrealized (loss) gain on cash equivalents and investments Balance as at January 1, 2018 $ 3,866 $ — Other comprehensive income (loss) 662 (765 ) Balance as at December 31, 2018 4,528 (765 ) Cumulative effect adjustment from transition to ASU 2016-01 — 803 Other comprehensive income (loss) 5,174 (21 ) Balance as at December 31, 2019 $ 9,702 $ 17 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 17. Commitments and Contingencies Legal proceedings In the normal course of business, the Company may become involved in legal disputes regarding various litigation matters. In the opinion of management, any potential liabilities resulting from such claims would not have a material effect on the financial statements. Lease commitments The Company leases various facilities, under non-cancelable finance and operating leases, which expire at various dates through September 2027. Maturities of lease liabilities: Year ending December 31, Operating Leases Finance Leases 2020 $ 3,493 $ 1,083 2021 3,276 1,083 2022 2,897 7,333 2023 2,824 15,677 2024 2,436 — Thereafter 7,861 — Total lease payments 22,787 25,176 Imputed interest 5,059 11,024 Obligations recognized $ 17,728 $ 14,152 Purchase commitments The following table reflects the Company’s future non-cancellable minimum purchase commitments for inventory as of December 31, 2019: Total 2020 2021 2022 2023 2024 Thereafter Purchase commitments $ 132,743 $ 131,010 $ 1,657 $ 38 $ 38 $ - $ - Total $ 132,743 $ 131,010 $ 1,657 $ 38 $ 38 $ - $ - As a result of changing industry dynamics, the Company is currently in the process of re-negotiating the terms of several supply agreements, including quantities and pricing, related to CBD, cannabis extracts/oils, and hemp flower. The re-negotiations are ongoing and there can be no assurance that terms satisfactory to the Company can be reached on a timely basis, or at all. In 2018, the Company signed an agreement with Rose Lifescience Inc. ("Rose") for distribution and marketing of product in Quebec in exchange for a minimum fee of $384 per annum for an initial term of five years. The Company has agreed to purchase the lesser of 2,000 Kg per year or 40% of the production of Cannabis at a rate of 115% of cost of goods sold from the Rose facility. As the purchase commitment is an undeterminable variable amount, it is excluded from the above schedule. In 2018, the Company entered into a Product and Trademark License Agreement with Docklight LLC, a related party (refer to Note 22), to use certain intellectual property rights in exchange for payment of royalty depending upon specified percentage of licensed product net sales. As the purchase commitment is an undeterminable variable amount, it is excluded from the above schedule. Other commitments The Company has payments on the ABG finance liability (refer to Note 4) and convertible notes (refer to Note 13) as follows: Total 2020 2021 2022 2023 2024 Thereafter ABG finance liability $ 8,500 $ 1,000 $ 1,500 $ 1,500 $ 1,500 $ 1,500 $ 1,500 Convertible notes 475,000 — — — 475,000 — — Total $ 483,500 $ 1,000 $ 1,500 $ 1,500 $ 476,500 $ 1,500 $ 1,500 |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 12 Months Ended |
Dec. 31, 2019 | |
Revenue From Contract With Customer [Abstract] | |
Revenue from Contract with Customers | 18. Revenue from Contracts with Customers The Company reports two segments: cannabis and hemp, in accordance with ASC 280 Segment Reporting. The Company generates revenues from the cannabis and hemp segments through contracts with customers, each with a single performance obligation, being the sale of products. The Company determines that revenue information disclosed in business segment information in Note 25 disaggregates revenue into categories that depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. For certain long-term arrangements, the Company has performance obligations for goods it has not yet delivered. For these arrangements, the Company does not have a right to bill for the undelivered goods. The Company has determined that any unbilled consideration relates entirely to the value of undelivered goods. Accordingly, the Company has not recognized revenue, and has elected not to disclose amounts, related to these undelivered goods. As of December 31, 2019, other than accounts receivable, net of allowance for doubtful debts, the Company has no contract balances in the balance sheets. T here are no applicable disclosures related to periods prior to the adoption of ASC 606. |
General and Administrative Expe
General and Administrative Expenses | 12 Months Ended |
Dec. 31, 2019 | |
General And Administrative Expense [Abstract] | |
General and Administrative Expenses | 19. General and Administrative Expenses General and administrative expenses are comprised of the following items: Year ended December 31, 2019 2018 2017 Salaries and benefits $ 39,565 $ 11,721 $ 3,717 Professional fees 21,189 7,557 1,715 Travel expenses 4,565 2,031 287 Other expenses 16,649 8,152 1,780 Total $ 81,968 $ 29,461 $ 7,499 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 20. Income Taxes For financial reporting purposes, loss before income taxes includes the following components: Year ended December 31, 2019 2018 2017 United States $ (156,010 ) $ (42,418 ) — Canada (151,736 ) (25,333 ) (7,411 ) Portugal (11,781 ) (2,208 ) — Other countries (10,092 ) (2,215 ) (398 ) Total $ (329,619 ) $ (72,174 ) $ (7,809 ) The (recoveries) expenses for income taxes consists of: Year ended December 31, 2019 2018 2017 Current: United States $ 151 $ — $ — Canada 112 — — Other countries 134 34 — Total 397 34 — Deferred: United States $ (4,390 ) $ (4,485 ) $ — Canada (3,383 ) — — Other countries (1,074 ) — — Total (8,847 ) (4,485 ) — Total $ (8,450 ) $ (4,451 ) $ — Year ended December 31, 2019 2018 2017 Loss before income taxes: $ (329,619 ) $ (72,174 ) $ (7,809 ) Income tax benefits at statutory rate (69,220 ) (15,157 ) (2,733 ) Tax impact of foreign operations (9,193 ) (1,864 ) 675 Foreign exchange and other 1,015 1,399 (480 ) Non-deductible expenses 483 5,331 61 Changes in enacted rates (3 ) — (288 ) Utilization of losses not previously recognized — — (9 ) Stock based and other compensation 2,113 — — Change in valuation allowance 66,355 5,840 2,774 Income tax benefits, net $ (8,450 ) $ (4,451 ) $ — The following table summarizes the components of deferred tax: Year ended December 31, 2019 2018 2017 Deferred assets Operating loss carryforwards - United States $ 5,843 $ 4,173 $ — Operating loss carryforwards - Canada 59,755 13,723 8,297 Operating loss carryforwards - Other Countries 5,158 607 148 Property and equipment — 2,510 183 Currently nondeductible interest 4,915 — — Outside basis difference 21,546 — — Deferred financing costs 208 27 37 Investment tax credits and related pool balance 180 57 57 Other 931 — 8 Total Deferred tax assets 98,536 21,097 8,730 Less valuation allowance (84,337 ) (14,433 ) (8,601 ) Net deferred tax assets 14,199 6,664 129 Deferred tax liabilities Property and equipment (5,800 ) (2,328 ) — Intangible assets (54,814 ) (289 ) (129 ) Deferred financing costs — — — Equity portion of convertible notes (6,948 ) (8,471 ) — Total deferred tax liabilities (67,562 ) (11,088 ) (129 ) Net deferred tax liability $ (53,363 ) $ (4,424 ) $ — Effective January 1, 2018, the United States tax law provides a deduction for the foreign-source portion of dividends received from specified foreign corporations. As such, the Company does not maintain an indefinite reinvestment assertion on unremitted foreign earnings and has recorded a deferred tax liability, as necessary, for any estimated foreign, federal, or state tax liabilities associated with a future repatriation of foreign earnings. At December 31, 2019, the Company had United States net operating loss carryforwards of approximately $27,000 that can be carried forward indefinitely and limited in annual use to 80% of the current year taxable income. The Company has Canadian net operating loss carry-forwards of approximately $223,000 that can be carried forward 20 years and begin to expire in 2028. Management believes that it is more-likely-than-not that the benefit from certain United States and foreign net operating loss carryforwards will not be realized. In recognition of this risk, the Company has provided a valuation allowance on the deferred tax assets relating to these carryforwards. The net change in the total valuation allowance was an increase of $66,355 and $5,840 for the years ended December 31, 2019 and 2018, respectively. The Company recognizes the financial statement impact of a tax position only after determining that the relevant tax authority would more-likely-than-not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements is the largest impact that has a greater than fifty percent likelihood of being realized upon ultimate settlement with the relevant tax authority. The total amount of gross unrecognized tax benefits was $86, $0, and $0 as of December 31, 2019, 2018 and 2017 respectively. There is a reasonable possibility that the Company’s unrecognized tax benefits will change within twelve months due to audit settlements or the expiration of statute of limitations, but the Company does not expect the change to be material to the financial statements. The Company recognizes interest and, if applicable, penalties (not included in the “unrecognized tax benefits” table above) for any uncertain tax positions. Interest and penalties are recorded as a component of income tax expenses. In the years ended December 31, 2019, 2018 and 2017, the Company recorded approximately $0, $0 and $0, respectively, of interest and penalty expenses related to uncertain tax positions. As of December 31, 2019 and 2018, the Company had a cumulative balance of accrued interest and penalties on unrecognized tax positions of $0 and $0, respectively The Company and its subsidiaries are subject to United States federal income tax as well as the income tax of multiple state and foreign jurisdictions. The Company is not currently under audit in any jurisdiction for any period. Major jurisdictions where there are wholly owned subsidiaries of Tilray, Inc. which require income tax filings include the Canada, Portugal, Germany, Australia, United Kingdom, and Chile. The earliest periods open for review by local taxing authorities are fiscal years 2015 for Canada, 2017 for Portugal, 2016 for Germany, 2017 for Australia, 2014 for the U.K. and 2018 for Chile. Within the next four fiscal quarters, the statute of limitations will begin to close on fiscal year 2016 Canadian income tax returns. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 12 Months Ended |
Dec. 31, 2019 | |
Supplemental Cash Flow Information [Abstract] | |
Supplemental Cash Flow Information | 21. Supplemental Cash Flow Information (1) Year ended December 31, 2019 2018 2017 Cash paid for interest $ 28,206 $ 1,189 $ 1,157 Cash paid for income taxes 145 — — Non-cash financing activities Conversion of preferred stock to common stock — 2 — Non-cash investing Alef acquisition — 2,855 — Acquisition of Manitoba Harvest 158,197 — — Acquisition of Natura 38,979 — — Acquisition of S&S 5,021 — — Investment in ABG Profit Participation Arrangement, net of receivable 97,544 — — Purchases of investments 10,551 — — (1) For supplemental cash flow information related to leases, refer to Note 9. |
Related-Party Transactions
Related-Party Transactions | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | 22. Related-Party Transactions The Company was a wholly owned subsidiary of Privateer Holdings prior to the Company’s Series A preferred stock financing and initial public offering. Prior to the close of the Downstream Merger on December 12, 2019 (refer to Note 14), Privateer Holdings held more than 10% of the Company’s outstanding shares of Class 2 common stock and held 100% of the Company’s Class 1 common stock. In the normal course of business, the Company entered into related party transactions with Privateer Holdings and its subsidiaries, including charges for services provided by executives and employees of Privateer Holdings. Transactions disclosed below with Privateer Holdings relate to the period up to December 12, 2019. Transactions disclosed below that were previously subsidiaries of Privateer Holdings continue to be related parties as they remain under common control. Privateer Holdings Pursuant to the Subversive Capital Alliance Agreement dated May 15, 2018 between Privateer Holdings and Subversive Capital, LLC (“Subversive”) as agent for Privateer Holdings, Subversive held £1,924 in aggregate) on July 11, 2019. Michael Auerbach, who is £1,924 in cash to Subversive for the 5,530 shares, which represented approximately 30% ownership of S&S and only the original cost basis in such shares. The cash paid to Subversive as part of the purchase consideration reflected no gain on its investment, thereby eliminating any economic conflict of interest or appearance thereof. In accordance with the Company’s Related-Persons Transactions Policy, the Audit Committee of the Board of Directors, comprised solely of the independent directors, approved the acquisition of S&S and the payment to Subversive. During the second quarter of 2019, the Company assumed a real estate operating lease upon assignment from Privateer Holdings. In connection with this lease, the Company reimbursed Privateer Holdings $2,070 for leasehold improvements at cost and $1,000 for the security deposit held by the landlord at cost, recorded within property and equipment and deposits and other assets, respectively, on the balance sheets as of December 31, 2019. Management services charged by Privateer Holdings for services performed include management services, support services, business development services and research and development services recorded in operating expenses for the year ended December 31, 2019 December 31, 2019 Previously Privateer Holdings’ subsidiaries Leafly Holdings, Inc. (“Leafly”) operational expenses The Company pays on behalf of Leafly, previously a wholly owned subsidiary of Privateer Holdings, certain operational expenses and vice-versa. These payments are then recharged to the company that incurred the expenses. During the year ended December 31, 2019, operational expenses of $272 was recorded within general and administrative expenses in the statements of net loss and comprehensive loss. Payments made during the year ended December 31, 2018 were deemed immaterial. Docklight LLC (“Docklight”) royalty and management services The Company pays Docklight, previously a wholly owned subsidiary of Privateer Holdings, a royalty fee for using their branding on company products. Additionally, the Company receives management services from Docklight, for which the Company is charged management fees. During the year ended December 31, 2019, fees and services of $176 were recorded within general and administrative expenses in the statements of net loss and comprehensive loss. Payments made during the year ended December 31, 2018 were deemed immaterial. During the year ended December 31, 2019, the Company sold $165 Other Related Parties Ten Eleven management fees In February 2019, the Company entered into a management agreement with Ten Eleven Management LLC doing business as Privateer Management (“Ten Eleven”), pursuant to which Ten Eleven provides the Company with certain general administrative and corporate services on an as-requested basis for a monthly service fee. Prior to the Downstream Merger on December 12, 2019, the owners of Ten Eleven collectively held more than 10% of the Company’s outstanding shares of Class 1 common stock indirectly through investment in Privateer Holdings. Subsequent to the Downstream Merger, the owners of Ten Eleven own the shares of Tilray directly. In February 2020, the Company extended the agreement with Ten Eleven to continue services until March 2020. During the year ended December 31, 2019, management services of $275 was recorded within Fluent and Cannfections T he Company has joint venture arrangements with a 50% ownership and voting interest in each Fluent and Cannfections. Refer to Note 7 for details over transactions with these entities for the year ended December 31, 2019 |
Financial Instruments
Financial Instruments | 12 Months Ended |
Dec. 31, 2019 | |
Investments All Other Investments [Abstract] | |
Financial Instruments | 23. Financial Instruments Credit risk Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company’s cash and cash equivalents, accounts receivable and short-term investments. The Company’s cash and cash equivalents are deposited in major financial institutions in Canada, Australia, Portugal, Germany, Netherlands and the United States. To date, the Company has not experienced any losses on its cash deposits. Accounts receivable are unsecured and the Company does not require collateral from its customers. The Company is also exposed to credit risk from the potential default by any of its counterparties on its financial assets. The Company evaluates the collectability of its accounts receivable and provides an allowance for potential credit losses as necessary. As at December 31, 2019 and December 31, 2018, the Company is not exposed to any significant credit risk related to counterparty performance of outstanding accounts receivable. Allowance for doubtful accounts at December 31, 2019 is $2,015 (2018 - $292). During the year ended December 31, 2019, the Company had advanced and subsequently written off $5,383, recorded in impairment of assets in the statements of net loss and comprehensive loss, relating to a working capital loan which is not expected to be collected. 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 $12,457 as of December 31, 2019 (2018 - $2,817), with a corresponding impact to accumulated other comprehensive income. For the year ended December 31, 2019, the Company had foreign currency gain of $5,944 (2018 – loss of $7,234, 2017 – gain of $1,363). Liquidity risk The Company’s objective is to have sufficient liquidity to meet its liabilities when due. The Company monitors its cash balances and cash flows generated from operations to meet its requirements. As at December 31, 2019 and December 31, 2018, the most significant financial liabilities are accounts payable, accrued expenses and other current liabilities, and convertible notes. |
Fair Value Measurement
Fair Value Measurement | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | 24. Fair Value Measurement The Company complies with ASC 820, Fair Value Measurements, for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs utilize data points that are observable such as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and includes situations where there is little, if any, market activity for the asset or liability. The following tables present information about the Company’s assets that are measured at fair value on a recurring basis as of December 31, 2019 and 2018 indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value: Quoted prices in active markets for Other Significant identical observable unobservable assets inputs inputs (Level 1) (Level 2) (Level 3) Total December 31, 2019 Investments Equity investments measured at fair value 4,183 — — 4,183 Debt securities classified as available-for-sale 727 — 4,320 5,047 Acquisition-related contingent consideration — — 420 420 Total recurring fair value measurements $ 4,910 $ — $ 4,740 $ 9,650 Quoted prices in active markets for Other Significant identical observable unobservable assets inputs inputs (Level 1) (Level 2) (Level 3) Total December 31, 2018 Cash equivalents $ 203,761 $ — $ — $ 203,761 Investments Short-term investments - debt securities 30,335 — — 30,335 Equity investments measured at fair value 1,163 682 — 1,845 Total recurring fair value measurements $ 235,259 $ 682 $ — $ 235,941 Items measured at fair value on a recurring basis The Company’s financial assets and liabilities required to be measured on a recurring basis are its short-term investments – debt securities, equity investments measured at fair value, debt securities classified as available-for-sale and acquisition-related contingent consideration. Debt securities classified as available-for-sale (including short-term investments) and equity investments recorded at fair value: The estimated fair value is determined using quoted market prices or broker or dealer quotations. Acquisition-related contingent consideration: Contingent consideration is recorded within accrued expenses and other current liabilities and primarily reflects the consideration for: (i) the acquisition of Manitoba Harvest payable in shares of Class 2 common stock contingent on revenues earned in 2019, (ii) the acquisition of Natura payable in shares of Class 2 common stock contingent on production levels, and (iii) the acquisition of S&S. For Manitoba Harvest acquisition, the estimated fair value of the contingent consideration was valued using a probability-weighted discounted cash flow model based on internal forecasts and the estimated cost of debt for the Company. For Natura acquisition, the estimated fair value of the contingent consideration on the acquisition date was valued using a discounted cash flow analysis based on internal forecast projected using a Monte Carlo simulation model, an expected quarterly production distribution function, and a weighted average cost of capital adjusted to account for revenue risk derived as of the date of acquisition. Significant increases (decreases) in the volatility of revenue levels or in any of the probabilities of achievement of specified milestones, or decreases (increases) in the discount rate would result in a significantly higher (lower) fair value, respectively, and commensurate changes to contingent consideration. The contingent consideration is reassessed and adjusted to fair value at each reporting date through acquisition-related (income) expense, net (refer to Note 3 and 12). The opening balances of assets and liabilities categorized within Level 3 of the fair value hierarchy measured at fair value on a recurring basis are reconciled to the closing balances as follows: Debt securities classified as available-for- sale Acquisition- related contingent consideration Opening balance as at January 1, 2019 $ — $ — Additions and settlements Additions 4,171 51,026 Settlements — (4,450 ) Total gains or losses for the period: — — Included in net loss — — Interest expenses, net 149 — Acquisition-related (income) expenses, net — (46,914 ) Foreign currency translation gain, net — 758 Closing balance as at December 31, 2019 $ 4,320 $ 420 Items measured at fair value on a non-recurring basis The Company's non-financial assets, such as prepayments and other current assets, ABG finance receivable, long lived assets, including property and equipment and intangible assets, are measured at fair value when there is an indicator of impairment and are recorded at fair value only when an impairment charge is recognized. In connection with an evaluation of such non-financial assets during the year ended December 31, 2019, the carrying values of prepayments and intangible assets were concluded to exceed their fair values. As a result, the Company recorded impairment charges that incorporates fair value measurements based on Level 3 inputs (refer to Note 6 and Note 10). The estimated fair value of cash and cash equivalents, accounts receivable, net, accounts payable, and accrued expenses and other current liabilities at December 31, 2019 and 2018 approximate their carrying amount due to short term nature of these instruments. |
Business Segment Information
Business Segment Information | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Business Segment Information | 25. Business Segment Information As of October 1, 2019, the Company has two operating segments based on major product categories: Cannabis and Hemp. These operating segments are also the Company’s reportable segments. Historical financial information has been recast to reflect the current segment structure. The Cannabis segment cultivates, processes and distributes medical and adult-use cannabis products in a variety of formats, as well as related accessories, on a global basis. The Hemp segment cultivates, processes and distributes a diverse portfolio of hemp-based natural food and wellness products within North America. The results of each segment are regularly reviewed by the Company’s Chief Executive Officer, who is the Company’s chief operating decision maker, to assess the performance of the segment and make decisions regarding the allocation of resources. The Company’s chief operating decision maker uses revenue and gross profit as the measure of segment profit or loss. The accounting policies of each segment are the same as those set out under the summary of significant accounting policies in Note 2. There are no intersegment sales or transfers. Year ended December 31, 2019 2018 2017 Revenue Gross profit Revenue Gross profit Revenue Gross profit Cannabis $ 107,147 $ (42,302 ) $ 43,130 $ 14,275 $ 20,538 $ 11,377 Hemp $ 59,832 $ 18,806 $ — $ — $ — $ — Total $ 166,979 $ (23,496 ) $ 43,130 $ 14,275 $ 20,538 $ 11,377 No asset information is provided for the segments because the Company’s chief operating decision maker does not receive asset information by segment on a regular basis. Total revenue and gross profit for the reportable segments is equal to the Company’s consolidated revenue and gross profit. Year ended December 31, 2019 2018 2017 Gross profit for the segments $ (23,496 ) $ 14,275 $ 11,377 General and administrative expenses (81,968 ) (29,461 ) (7,499 ) Sales and marketing expenses (61,084 ) (15,366 ) (7,164 ) Research and development expenses (6,558 ) (4,264 ) (3,171 ) Depreciation and amortization expenses (11,607 ) (1,598 ) (902 ) Stock-based compensation expense (31,842 ) (20,988 ) (139 ) Impairment of assets (112,070 ) — — Acquisition-related income (expense), net 31,427 (248 ) — Loss from equity method investments (4,504 ) — — Foreign exchange (loss) gain, net 5,944 (7,234 ) 1,363 Interest expense, net (34,690 ) (9,110 ) (1,686 ) Finance income from ABG 764 — — Loss on disposal of property and equipment (2,436 ) (190 ) Other income, net 2,501 2,010 12 Loss before income taxes $ (329,619 ) $ (72,174 ) $ (7,809 ) Sources of revenue were as follows: Year Ended December 31, 2019 2018 2017 Dried cannabis $ 82,753 $ 21,674 $ 16,260 Cannabis extracts 24,139 21,179 3,965 Hemp products 59,832 — — Accessories and other 255 277 313 Total $ 166,979 $ 43,130 $ 20,538 Channels of revenue were as follows: Year Ended December 31, 2019 2018 2017 Cannabis Adult-use $ 55,763 $ 3,521 $ — Canada - medical 12,556 18,052 19,642 International - medical 13,378 2,912 896 Bulk 25,450 18,645 — Total Cannabis revenue $ 107,147 $ 43,130 $ 20,538 Hemp 59,832 — — Total $ 166,979 $ 43,130 $ 20,538 Revenue attributed to geographic region based on the location of the customer was as follows: Year Ended December 31, 2019 2018 2017 Canada $ 130,291 $ 40,209 $ 19,775 United States 23,516 — — Other countries 13,172 2,921 763 Total $ 166,979 $ 43,130 $ 20,538 Long-lived assets consisting of property and equipment, net of accumulated depreciation, attributed to geographic regions based on their physical location were as follows: December 31, 2019 2018 Canada $ 144,065 $ 64,687 Portugal 36,908 15,455 United States 3,171 — Other countries 73 72 Total $ 184,217 $ 80,214 Major Customers Two customers accounted for 13% each of revenue for the year ended December 31, 2019. One customer accounted for 24% of the Company’s revenue for the year ended December 31, 2018. No one customer accounted for greater than 10% of the Company’s revenue for the year ended December 31, 2017. Two customers accounted for 20% and 10%, respectively, of the Company’s accounts receivable balance as of December 31, 2019. Two customers accounted for 30% and 16%, respectively, of the Company’s accounts receivable balance as of December 31, 2018. No one customer accounted for greater than 10% of the Company’s accounts receivable as of December 31, 2017. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | 26. Subsequent Events During the month of January 2020, we issued 274,044 shares of Class 2 common stock for gross proceeds of approximately $14,770 under the at-the-market equity offering program. On January 24, 2020, the Company entered into (i) an Amended and Restated Profit Participation Agreement (the “A&R Profit Participation Agreement”) with ABG, which amended and restated in its entirety the Profit Participation Agreement, dated January 14, 2019, and (ii) the First Amendment to Payment Agreement with ABG (the “Payment Agreement Amendment”), which amends the Payment Agreement, dated January 14, 2019. The Company and ABG agreed that Tilray will no longer have any obligation to pay the additional consideration with an aggregate value of $83,333 in cash or in shares of Class 2 common stock, In addition, the Company will not be entitled to any guaranteed minimum participation rights and beginning January 1, 2020 through December 31, 2028, the Company agreed that it will not be entitled to any participation rights until such participation rights with respect to each contract year exceeds $10,000, and in the event the participation rights are achieved, the Company will be entitled to the full 49% participation rights. The impact of the A&R Profit Participation Agreement will result in a write-off of the ABG finance receivable of $7,030 which will be recorded through the statement of net loss and comprehensive loss and $28,900 through accumulated deficit in January 2020. During the month of February 2020, the Company restructured its global organization to meet the needs of the current industry environment. As a result, the Company incurred $650 in restructuring costs. |
Quarterly Financial Data (unaud
Quarterly Financial Data (unaudited) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Data (unaudited) | 27. Quarterly Financial Data (unaudited) The following table contains selected quarterly data for 2019 and 2018. The information should be read in conjunction with the Company’s financial statements and related notes included elsewhere in this report. The Company believes that the following information reflects all normal recurring adjustments necessary for a fair presentation of the information for the periods presented. The operating results for any quarter are not necessarily indicative of results for any future period. Three months ended March 31, June 30, September 30, December 31, 2019 ¹ Revenue $ 23,038 $ 45,904 $ 51,101 $ 46,936 Gross profit 5,385 12,273 15,853 (57,007 ) Operating loss (28,332 ) (32,961 ) (23,785 ) (216,624 ) Net loss (29,369 ) (36,301 ) (36,351 ) (219,148 ) Net loss per share—basic and diluted ² $ (0.31 ) $ (0.37 ) $ (0.37 ) $ (2.14 ) 2018 Revenue $ 7,808 $ 9,744 $ 10,047 $ 15,531 Gross profit 3,896 4,177 3,068 3,134 Operating loss (3,740 ) (10,990 ) (20,012 ) (22,908 ) Net loss (5,181 ) (12,833 ) (18,699 ) (31,010 ) Net loss per share—basic and diluted ² $ (0.07 ) $ (0.17 ) $ (0.21 ) $ (0.33 ) ¹ In the fourth quarter of 2019, the Company adopted ASU 2016-01, ASC 842, ASC 606 and ASU 2018-07. Each interim period in 2019 has been recast to reflect the effects of this adoption. Refer to Note 2 for further discussion of the new accounting pronouncements recently adopted. ² Earnings per share for the four quarters combined may not equal earnings per share for the year due to rounding. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Going Concern | Basis of presentation and going concern The accompanying financial statements reflect the accounts of the Company. The financial statements were prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”). These financial statements have been prepared on a going concern basis, which assumes that the Company will continue in operation for the foreseeable future and, accordingly, will be able to realize its assets and discharge its liabilities in the normal course of operations as they come due. The Company’s ability to continue as a going concern is dependent upon obtaining additional financing to meet anticipated cash needs for working capital and capital expenditures through the next twelve months. For the fiscal year ended December 31, 2019 the Company reported a consolidated net loss of $321,169 and a net loss of $67,723 and $7,809 for the year ending December 31, 2018 and December 31, 2017, respectively. For the years ended December 31, 2019, 2018 and 2017, the Company had negative cash flows used in operating activities of $258,065, $46,248 and $6,003, respectively. The Company had net cash outflows for the year ended December 31, 2019 of $390,464. As at December 31, 2019 and 2018, the Company had working capital of $166,600 and $528,365 respectively, reflecting a decrease in cash of $361,765 for the year ending December 31, 2019 Current management forecasts and related assumptions support the view that the Company can adequately manage the operational needs of the business with the additional financing of $59,600 secured on February 28, 2020 (refer to Note 26) and as necessary, through accessing capital from the at-the-market program with available funding of $271,687 (refer to Note 14 and Note 26) or other equity financings. However, due to uncertainties the Company may face in raising additional equity financing in the future, an additional evaluation of management’s plans and forecasts was conducted to assess the Company’s ability to meet their contractual commitments and obligations over the next twelve months. These management forecasts and assumptions support the Company’s ability to meet its contractual obligations such as non-cancelable minimum purchase commitments for inventory of $132,743 (refer to Note 17), payment of interest on the 5% convertible notes of $23,750 (refer to Note 13), payment of interest on the additional financing (refer to Note 26) and the Company’s lease commitments of $4,576 (refer to Note 17). Should there be constraints on access to capital under the at-the-market program, the Company can manage cash-outflows through reduced capital expenditures and managing the operational expenses of the business that pertain to future investments that are discretionary in nature. Accordingly, the Company has concluded that it is probable that it is able to implement plans that would effectively mitigate the conditions and events that raise substantial doubt about the entity’s ability to continue as a going concern for the next twelve months . These financial statements do not include any adjustments to the carrying amount and classification of reported assets, liabilities, revenues or expenses that might be necessary should the Company not be successful with the aforementioned initiatives. Any such adjustments could be material. These financial statements reflect all adjustments, which, in the opinion of management, are necessary for a fair presentation of the Company’s financial position and results of operations. The statements of net loss and comprehensive loss for the years ended December 31, 2018 and 2017 were reclassified to conform to the current period’s presentation. Cost of sales, which was formerly presented as a single line item, is now broken out between product costs and inventory valuation adjustments. Depreciation and amortization expenses as well as acquisition-related (income) expenses, net, which were formerly presented as part of general and administrative expenses, are now presented separately. Loss on disposal of property and equipment is presented seperately from other income, net. Basis of consolidation These financial statements include the accounts of the following entities wholly owned by the Company as of December 31, 2019: Name of entity Date of formation Place of incorporation Natura Naturals Inc. May 31, 1985 Canada Tilray, Inc. July 8, 2005 United States Manitoba Harvest USA LLC February 8, 2010 United States Tilray Canada, Ltd. September 6, 2013 Canada Dorada Ventures, Ltd. October 18, 2013 Canada Smith & Sinclair Ltd. June 1, 2014 United Kingdom FHF Holdings Ltd. July 15, 2015 Canada High Park Farms Ltd. February 19, 2016 Canada Tilray Deutschland GmbH November 3, 2016 Germany Pardal Holdings, Lda. April 5, 2017 Portugal Tilray Portugal Unipessoal, Lda. April 20, 2017 Portugal Tilray Australia New Zealand Pty. Ltd. May 9, 2017 Australia Tilray Ventures Ltd. June 6, 2017 Ireland Manitoba Harvest Japan K.K. August 29, 2017 Japan High Park Holdings, Ltd. February 8, 2018 Canada Fresh Hemp Foods Ltd. May 7, 2018 Canada Natura Naturals Holdings Inc. May 17, 2018 Canada National Cannabinoid Clinics Pty Ltd. September 19, 2018 Australia Tilray Latin America SpA November 19, 2018 Chile Tilray Portugal II, Lda. December 11, 2018 Portugal High Park Gardens Inc. February 7, 2019 Canada High Park Shops Inc. August 15, 2019 Canada Privateer Evolution, LLC December 12, 2019 United States The entities listed above are wholly owned by the Company and have been formed or acquired to support the intended operations of the Company and all intercompany transactions and balances have been eliminated in the financial statements of the Company. During the year ended December 31, 2019 the following entities have been added as a result of business combinations: Natura Naturals Inc., Manitoba Harvest USA LLC, Smith and Sinclair Ltd., FHF Holdings Ltd., Mantitoba Harvest Japan K.K., Fresh Hemp Foods Ltd., Natura Naturals Holdings Inc. Refer to Note 3 for further details on business combinations. On December 12, 2019, the Company closed the merger of Privateer Holdings, with and into a wholly owned subsidiary of the Company pursuant to the Agreement and Plan of Merger and Reorganization with Privateer Holdings (the “Downstream Merger”). As a result, Privateer Evolution, LLC, previously named Down River Merger Sub, LLC, has been added to the wholly owned entities for the year ended December 31, 2019. The financial statements also include variable interest entities (“VIE”). A VIE is a legal entity that does not have sufficient equity at risk to finance its activities without additional subordinated financial support, is structured such that equity investors lack the ability to make significant decisions relating to the entity’s operations through voting rights, or do not substantively participate in the gains and losses of the entity. Upon inception of a contractual agreement, the Company performs an assessment to determine whether the arrangement contains a variable interest in a legal entity and whether that legal entity is a VIE. The primary beneficiary has both the power to direct the activities of the VIE that most significantly impact the entity’s economic performance and the obligation to absorb losses or the right to receive benefits from the VIE entity that could potentially be significant to the VIE. Where the Company concludes that it is the primary beneficiary of a VIE, the Company consolidates the accounts of that VIE. When the Company is not the primary beneficiary, the VIE is accounted for using the equity method and is included in Equity method investments within the balance sheets. At December 31, 2019, 2018 and 2017, the Company had no consolidated VIEs. Refer to Note 7 for the Company’s VIEs accounted for using the equity method. The Company regularly reviews and reconsiders previous conclusions regarding whether the Company is the primary beneficiary of a VIE. The Company also reviews and reconsiders previous conclusions regarding whether the Company holds a variable interest in a potential VIE, the status of an entity as a VIE, and whether the Company is required to consolidate such a VIE in the financial statements when a change occurs. New accounting pronouncements recently adopted Financial instruments On January 1, 2019, the Company adopted FASB ASU No. 2016-01, Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”), which updates certain aspects of the recognition, measurement, presentation and disclosure of financial instruments. Most prominent among the changes in the standard is the requirement for changes in the fair value of equity investments, with certain exceptions, to be recognized through net income rather than other comprehensive income. The Company adopted the standard effective January 1, 2019. Adoption of the standard was applied using a modified retrospective approach through a cumulative effect adjustment from accumulated other comprehensive income to accumulated deficit as of the effective date in the amount of $803. The Company elected to measure equity investments without readily determinable fair values using the measurement alternative, at cost with adjustments for observable changes in price or impairments. The cumulative effect adjustment included any previously held unrealized gains and losses held in accumulated other comprehensive income related to the Company’s equity investments carried at fair value, other than those measured using the measurement alternative, which is applied prospectively. Leases In February 2016, the FASB issued ASU 2016-02, Leases, codified as ASC 842 Leases (“ASC 842”). ASC 842 requires leases to be accounted for using a right-of-use model, which recognizes that, at the date of commencement, a lessee has a financial obligation to make lease payments to the lessor for the right to use the underlying asset during the lease term. The lessee recognizes a corresponding right-of-use asset related to this right. Prior to adopting ASC 842, the Company followed the lease accounting guidance as issued in ASC 840, Leases (“ASC 840”) under which the Company classified its leases as operating or capital leases based on evaluation of certain criteria of the lease agreement. Effective January 1, 2019, the Company adopted ASC 842 using the modified retrospective approach, which provides a method for recording existing leases at adoption using the effective date as its date of initial application. The Company also applied the practical expedient which provides an additional transition method which allows entities to elect not to recast comparative periods presented. The Company has elected this practical expedient in the adoption of the ASC 842. Lease liabilities and their corresponding right-of-use assets are recorded based on the present value of lease payments over the expected remaining lease term. The Company elected the package of practical expedients provided by ASC 842, which allowed the Company to forgo reassessing the following upon adoption of the new standard: (1) whether contracts contain leases for any expired or existing contracts, (2) the lease classification for any expired or existing leases, and (3) initial direct costs for any existing or expired leases. In addition, the Company elected an accounting policy to exclude from the balance sheet the right-of-use assets and lease liabilities related to short-term leases, which are those leases with a lease term of twelve months or less that do not include an option to purchase the underlying asset that the Company is reasonably certain to exercise. The standard has a material impact in the Company’s balance sheets, but does not have an impact in the statements of net loss and comprehensive loss. The most significant impact is the recognition of right-of-use assets and lease liabilities for operating leases, while the accounting for finance leases remains substantially unchanged. As of the date of implementation on January 1, 2019, the impact of the adoption of ASC 842 resulted in the recognition of a right-of-use asset and lease liability on the Company’s balance sheet of $3,276 and $3,257, respectively, with a cumulative effect adjustment of $19 to accumulated deficit. Revenue On January 1, 2019, the Company adopted ASU 2014-09, Revenue from Contracts with Customers and all subsequent amendments to the ASU, codified as ASC 606 Revenue from Contracts with Customers (collectively, “ASC 606”), which amended revenue recognition principles and provides a single, comprehensive set of criteria for revenue recognition. ASC 606 applies to all contracts with customers except for contracts that are within the scope of other standards. ASC 606 provides a five-step framework through which revenue is recognized when control of promised goods or services is transferred to a customer at an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. To determine revenue recognition for arrangements that the Company concludes are within the scope of ASC 606, management performs the following five steps: (i) identifies the contract(s) with a customer; (ii) identifies the performance obligations in the contract (s); (iii) determines the transaction price, including whether there are any constraints on variable consideration; (iv) allocates the transaction price to the performance obligations; and (v) recognizes revenue when (or as) the Company satisfies a performance obligation. The Company adopted ASC 606 using the modified retrospective method to all contracts not completed as of January 1, 2019. Results for reporting periods beginning after January 1, 2019 are presented under ASC 606 while prior period amounts continue to be reported in accordance with pre-adoption standards. The adoption of ASC 606 did not result in a change to the accounting for any of the in-scope revenue contracts; as such, no cumulative effect adjustment was recorded. Accounting for nonemployee share-based compensation In June 2018, the FASB issued ASU 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”), to simplify the accounting for share-based payments to nonemployees by aligning it with the accounting for share-based payments to employees, with certain exceptions. The provisions of this standard specify that Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. The Company adopted the provisions of ASU 2018-07 using a modified retrospective approach on January 1, 2019, which affected the method used to value the stock options and RSUs granted to consultants and advisors. Prior to the adoption of ASU 2018-07, stock options and RSUs were revalued at each reporting period. Pursuant to the requirements of ASU 2018-07 and under the provisions of Topic 718, these stock options and RSUs are now valued at the grant date fair value, consistent with the method the Company uses to value stock options and RSUs to employees. Adoption of the standard resulted in no cumulative effect adjustment. |
Large Accelerated Filer Status | Large accelerated filer status The Company is now a large accelerated filer and as a result, the Company complies with new and revised accounting standards applicable to public companies for the year ended December 31, 2019. All new accounting pronouncements recently adopted as described below were adopted in the forth quarter of 2019 with an effective date of January 1, 2019. Quarterly financial information presented in the December 31, 2019 financial statements reflect the new and revised accounting standards and therefore do not mirror the 2019 interim period condensed consolidated financial statements. |
Use of Estimates and Significant Judgments | Use of estimates and significant judgments The preparation of the Company’s financial statements requires management to make estimates, assumptions and judgments that affect the reported amounts of revenue, expenses, assets, liabilities, accompanying disclosures and the disclosure of contingent liabilities. These estimates and judgments are subject to change based on experience and new information which could result in outcomes that require a material adjustment to the carrying amounts of assets or liabilities affecting future periods. Estimates and judgments are assessed on an ongoing basis. Revisions to estimates are recognized prospectively. Examples of key estimates in these financial statements include cash flows and discount rates used in accounting for business combinations including contingent consideration, the value of Class 2 common shares with transfer restrictions, asset impairment including estimated future cash flows and fair values, imputed interest for loans receivable, the allowance for doubtful accounts receivable and loans receivables, provisions for prepayments and other current assets, inventory valuation adjustments that contemplate the market value of, and demand for inventory, estimated useful lives of property and equipment and intangible assets, valuation allowance on deferred income tax assets, determining the fair value of financial instruments, fair value of stock-based compensation, estimated variable consideration on contracts with customers, sales return estimates, the fair value of the convertible notes and equity component and the classification, incremental borrowing rates and lease terms applicable to lease contracts. Financial statement areas that require significant judgments are as follows: Variable interest entities - The Company assesses all variable interests in entities and uses judgment when determining if the Company is the primary beneficiary. Other qualitative factors that are considered include decision-making responsibilities, the VIE capital structure, risk and rewards sharing, contractual agreements with the VIE, voting rights and the level of involvement of other parties. Contingent consideration – Contingent consideration is subject to measurement uncertainty as the financial impact will only be confirmed by the outcome of a future event. The assessment of contingent consideration involves a significant amount of judgment, including determining a reliable estimate of the amount of cash outflow required to settle the obligation based on significant unobservable inputs as well as estimates around the probability and timing of satisfying the future events on which the contingent consideration is based. Asset impairment – Asset impairment tests require the allocation of assets to asset groups, where appropriate, which requires significant judgment and interpretation with respect to the integration between the assets and shared resources. Asset impairment tests require the determination of whether there is an indication of impairment. The assessment of whether an indication of impairment exists is performed at the end of each reporting period and requires the application of judgment, historical experience, and external and internal sources of information. Leases – The Company applies judgment in determining whether a contract contains a lease and if a lease is classified as an operating lease or a finance lease. The Company determines the lease term as the non-cancellable term of the lease, which may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. The Company has several lease contracts that include extension and termination options. The Company applies judgment in evaluating whether it is reasonably certain whether or not to exercise the option to renew or terminate the lease. That is, it considers all relevant factors that create an economic incentive for it to exercise either the renewal or termination. After the commencement date, the Company reassesses the lease term if there is a significant event or change in circumstances that is within its control and affects its ability to exercise or not to exercise the option to renew or to terminate (e.g., construction of significant leasehold improvements or significant customization to the leased asset). The Company also applies judgment in allocating the consideration in a contract between lease and non-lease components. It considers whether the Company can benefit from the right-of-use asset either on its own or together with other resources and whether the asset is highly dependent on or highly interrelated with another right-of-use asset. |
Foreign Currency | Foreign currency These financial statements are presented in the United States dollar (“USD”), which is the Company’s reporting currency. Functional currencies for the entities in these financial statements are their respective local currencies, including USD, Canadian dollar (“CAD”), Australian dollar, Chilean Peso, Great Britain Pound, Japanese Yen and Euro. The assets and liabilities of each of the Company’s subsidiaries are translated to USD at the foreign exchange rate in effect at the balance sheet date. Certain transactions affecting the stockholders’ equity (deficit) are translated at historical foreign exchange rates. The statements of net loss and comprehensive loss and statements of cash flows are translated to USD applying the average foreign exchange rate in effect during the reporting period. The resulting translation adjustments are included in other comprehensive loss. The Company’s monetary assets and liabilities denominated in foreign currencies are translated to the functional currency by applying the foreign exchange rate in effect at the balance sheet date. Revenues and expenses are translated using the average foreign exchange rate in effect during the reporting period. Realized and unrealized foreign currency differences are recognized in the statements of net loss and comprehensive loss. |
Net loss per share | Net loss per share Basic net loss per share is computed by dividing reported net loss by the weighted average number of common shares outstanding for the reported period. Diluted net loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock of the Company during the reporting period. Diluted net loss per share is computed by dividing net loss by the sum of the weighted average number of common shares and the number of potential dilutive common share equivalents outstanding during the period. Potential dilutive common share equivalents consist of the incremental common shares issuable upon the exercise of vested share options and the incremental shares issuable upon conversion of the convertible notes. Potential dilutive common share equivalents consist of stock options, restricted stock units (“RSUs”) and restricted stock awards. In computing diluted earnings per share, common share equivalents are not considered in periods in which a net loss is reported, as the inclusion of the common share equivalents would be anti-dilutive. As of December 31, 2019, there were 10,532,988 common share equivalents with potential dilutive impact (2018 - 7,902,263, 2017 - none). Since the Company is in a net loss for all periods presented in these financial statements, there is no difference between the Company’s basic and diluted net loss per share for the periods presented. |
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 in USD, CAD, Euro, Australian dollar, Chilean Peso, Great Britain Pound, Japanese Yen, corporate bonds, commercial paper, treasury bills and money market funds. |
Investments | Investments As a result of the adoption of ASU 2016-01 on January 1, 2019, the Company has changed its accounting policy for investments. Investments consist of debt securities and equity investments. Debt securities consists of convertible debt securities. Equity investments generally consist of securities that represent ownership interests in an entity for which the Company does not have a controlling financial interest. Debt securities Debt securities are classified as available-for-sale and are recorded at fair value. Unrealized gains and losses during the year, net of the related tax effect, are excluded from income and reflected in other comprehensive income (loss), and the cumulative effect is reported as a separate component of shareholders’ equity until realized. Debt securities are impaired when a decline in fair value is determined to be other-than-temporary. If the cost of an investment exceeds its fair value, the Company evaluates, among other factors, general market conditions, credit quality of debt instrument issuers, and the duration and extent to which the fair value is less than cost. Once a decline in fair value is determined to be other-than-temporary, an impairment charge is recorded in the statements of net loss and a new cost basis for the investment is established. The Company also evaluates whether there is a plan to sell the security or it is more likely than not that the Company will be required to sell the security before recovery. If neither of the conditions exist, then only the portion of the impairment loss attributable to credit loss is recorded in the statements of net loss and the remaining amount is recorded in other comprehensive income (loss). Equity investments Investments in entities over which the Company does not have a controlling financial interest or significant influence are accounted for at fair value. Equity investments without readily determinable fair values are measured at cost with adjustments for observable changes in price or impairments (referred to as the “measurement alternative”). In applying the measurement alternative, the Company performs a qualitative assessment on a quarterly basis and recognizes an impairment if there are sufficient indicators that the fair value of the equity investments are less than carrying values. Changes in value are recorded in other income, net. Investments in entities over which the Company does not have a controlling financial interest but has significant influence, are accounted for using the equity method, with the Company’s share of earnings or losses reported in earnings or losses from equity method investments on the statements of net loss and comprehensive loss. Equity method investments are recorded at cost, plus the Company’s share of undistributed earnings or losses, and impairment, if any, within Equity method investments on the balance sheets. The Company assesses investments in equity method investments if there is reason to believe an impairment may have occurred including, but not limited to, ongoing operating losses, projected decreases in earnings, increases in the weighted-average cost of capital, or significant business disruptions. The significant assumptions used to estimate fair value include revenue growth and profitability, capital spending, depreciation and taxes, foreign currency exchange rates, and discount rate. By their nature, these projections and assumptions are uncertain. If it is determined that the current fair value of an equity method investment is less than the carrying value of the investment, the Company will assess if the shortfall is of a temporary or permanent nature and write down the investment to its fair value if it is concluded the impairment is other than temporary. Accounting policy related to periods prior to the adoption of ASU 2016-01 Investments consist of treasury bills and equity securities. Equity securities generally consist of securities that represent ownership interests in an enterprise for which do not have significant influence or a controlling financial interest. The Company’s investments are classified as available-for-sale securities or as a cost method investment. Available-for-sale securities Securities classified as available-for-sale are recorded at fair value. Unrealized gains and losses during the year, net of the related tax effect applicable to available-for-sale, are excluded from income and reflected in other comprehensive income, and the cumulative effect is reported as a separate component of shareholders’ equity until realized. If a decline in fair value is deemed to be other-than-temporary, the investment is written down to its fair value and the amount of the write-down is recorded as other-than-temporary impairment loss in the statements of net loss and comprehensive loss. Any portion of such decline related to the securities that are not held-to-maturity and is believed to arise from factors other than credit is recorded as a component of other comprehensive income rather than against income. Net realized gains and losses on investments are determined in accordance with the specific identification method. Cost method investments Equity securities for which the fair value is not readily determinable are carried at cost. Distributions from the equity security are recognized as income dividend when received. An impairment charge is recorded if the carrying amount of the investment exceeds its fair value and determined to be other-than-temporary. |
Business Combinations and Goodwill | Business combinations and goodwill The Company accounts for business combinations using the acquisition method in accordance with ASC 805, Business Combinations, which requires recognition of assets acquired and liabilities assumed, including contingent assets and liabilities, at their respective fair values on the date of acquisition. Any excess of the purchase consideration over the net fair value of tangible and identified intangible assets acquired less liabilities assumed is recorded as goodwill. The costs of business acquisitions, including fees for accounting, legal, professional consulting and valuation specialists, are expensed as incurred within acquisition-related (income) expense s , net. Purchase price allocations may be preliminary and, during the measurement period not to exceed one year from the date of acquisition, changes in assumptions and estimates that result in adjustments to the fair value of assets acquired and liabilities assumed are recorded in the period the adjustments are determined. For business combinations achieved in stages, the Company’s previously held interest in the acquiree is remeasured at its acquisition date fair value, with the resulting gain or loss recorded in the statements of net loss and comprehensive loss. For a pre-existing relationship between the Company and the acquiree that is not extinguished on the business combination, such a relationship is considered effectively settled as part of the business combination even if it is not legally cancelled. At the acquisition date, it becomes an intercompany relationship and is eliminated upon consolidation. The estimated fair value of acquired assets and assumed liabilities are determined primarily using a discounted cash flow approach, with estimated cash flows discounted at a rate that the Company believes a market participant would determine to be commensurate with the inherent risks associated with the asset and related estimated cash flow streams. Contingent consideration in a business combination is remeasured at fair value each reporting period until the contingency is resolved and any change in fair value from either the passage of time or events occurring after the acquisition date, is recorded within acquisition-related (income) expenses, net on the statements of net loss and comprehensive loss. |
Fair Value Measurements | Fair value measurements The carrying value of the Company’s accounts receivable, accounts payable, accrued expenses and other current liabilities approximate their fair value due to their short-term nature. Debt securities classified as available-for-sale are recorded at fair value based on publicly available market information or other estimates determined by management. Equity investments (excluding equity method investments) are recorded at fair value using quoted market prices or broker or dealer quotations, or using the measurement alternative for equity investments without readily determinable fair values. The fair value for equity investments measured using the measurement alternative is determined based on valuation techniques using the best information available, and may include quoted market prices, market comparables, and discounted cash flow projections. Contingent consideration is measured at fair value on a recurring basis based on discounted cash flow projections. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In estimating the fair value of an asset or a liability, the Company takes into account the characteristics of the asset or liability if market participants would take those characteristics into account when pricing the asset or liability at the measurement date. |
Inventory | Inventory Inventory is comprised of raw materials, finished goods and work-in-progress. Cost includes expenditures directly related to the manufacturing process as well as suitable portions of related production overheads, based on normal operating capacity. Cannabis: Inventory cost includes pre-harvest, post-harvest and shipment and fulfillment, as well as related accessories. Pre-harvest costs include labor and direct materials to grow cannabis, which includes water, electricity, nutrients, integrated pest management, growing supplies and allocated overhead. Post-harvest costs include costs associated with drying, trimming, blending, extraction, purification, quality testing and allocated overhead. Shipment and fulfillment costs include the costs of packaging, labelling, courier services and allocated overhead. Hemp: Inventory cost includes seeds, packaging and co-packing. Seed costs include commodity cost from farmers, genetic seed cost to provide and manage contracted farmers, hulling and processing costs, including labor and overhead. Packaging costs include packaging materials, labor and overhead to running machinery. Co-packing cost are generally for products not manufactured by the Company directly and would include the all costs to produce the products. Inventory is stated at the lower of cost or net realizable value, determined using weighted average cost. Net realizable value is defined as the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. At the end of each reporting period, the Company performs an assessment of inventory and records write-downs for excess and obsolete inventories based on the Company’s estimated forecast of product demand, production requirements, market conditions, regulatory environment, and spoilage . Actual inventory losses may differ from management’s estimates and such differences could be material to the Company’s balance sheets, statements of net loss and comprehensive loss and statements of cash flows. |
Property and Equipment | Property and equipment Property and equipment are recorded at cost net of accumulated depreciation and impairment, if any. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. The estimated useful life of buildings ranges from twenty to twenty-five years and the estimated useful life of property and equipment, other than buildings, ranges from three to fifteen years. Land is not depreciated. Leasehold improvements are depreciated over the lesser of the asset’s estimated useful life or the remaining lease term. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the respective accounts and any related gain or loss is recognized. Maintenance and repairs are charged to expenses as incurred. Significant expenditures, which extend the useful lives of assets or increase productivity, are capitalized. When significant parts of an item of property and equipment have different useful lives, they are accounted for as separate items or components of property and equipment. Construction-in-process includes construction progress payments, deposits, engineering costs, interest expense on long-term construction projects and other costs directly related to the construction of the facilities. Expenditures are capitalized during the construction period and construction in progress is transferred to the relevant class of property and equipment when the assets are available for use, at which point the depreciation of the asset commences. The estimated useful lives are reviewed at the end of each reporting period, with the effect of any changes in estimate being accounted for on a prospective basis. |
Capitalization of Interest | Capitalization of interest Interest incurred relating to the construction or expansion of facilities is capitalized to the construction in progress. The Company ceases the capitalization of interest when construction activities are substantially completed and the facility is available for commercial use |
Intangible Assets | Intangible assets Intangible assets include intangible assets acquired as part of business combinations, asset acquisitions and other business transactions. The Company records intangible assets at cost, net of accumulated amortization and accumulated impairment losses, if any. Cost is measured based on the fair values of cash consideration paid and equity interests issued. The cost of an intangible asset acquired is its acquisition date fair value. The Company capitalizes certain internal-use software development costs, consisting primarily of contractor costs and employee salaries and benefits allocated to the software. Capitalization of costs incurred in connection with internally developed software commences when both the preliminary project stage is completed and management has authorized further funding for the project, based on a determination that it is probable the project will be completed and used to perform the function intended. Capitalization of costs ceases no later than the point at which the project is substantially complete and ready for its intended use. All other costs are expensed as incurred. Amortization is calculated on a straight-line basis over three years. Costs incurred for enhancements that are expected to result in additional functionalities are capitalized. Amortization of definite life intangible assets is calculated on a straight-line basis over the estimated useful lives of the assets as follows: Patents 4 years Customer relationships 14 to 16 years Developed technology 10 years Websites 3 years Definite life trademarks and licenses Term of agreements When there is no foreseeable limit on the period of time over which an intangible asset is expected to contribute to the cash flows of the Company, an intangible asset is determined to have an indefinite life. Indefinite life intangible assets are not amortized, but tested for impairment annually or more frequently when indicators of impairment exist. If the carrying value of an individual indefinite-lived intangible asset exceeds its fair value, such individual indefinite-life intangible asset is impaired by the amount of the excess. The estimated useful lives are reviewed at the end of each reporting period, with the effect of any changes in estimate being accounted for on a prospective basis. |
Impairment of Long-lived Assets | Impairment of long-lived assets The Company reviews long-lived assets, including property and equipment and definite life intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. In order to determine if assets have been impaired, assets are grouped and tested at the lowest level for which identifiable independent cash flows are available (“asset group”). An impairment loss is recognized when the sum of projected undiscounted cash flows is less than the carrying value of the asset group. The measurement of the impairment loss to be recognized is based on the difference between the fair value and the carrying value of the asset group. Fair value can be determined using a market approach, income approach or cost approach. The reversal of impairment losses is prohibited. |
Impairment of Goodwill and Indefinite Life Intangible Assets | Impairment of goodwill and indefinite life intangible assets Goodwill and indefinite life intangible assets are tested for impairment annually, or more frequently when events or circumstances indicate that impairment may have occurred. As part of the impairment evaluation, the Company may elect to perform an assessment of qualitative factors. If this qualitative assessment indicates that it is more likely than not that the fair value of the indefinite-lived intangible asset or the reporting unit (for goodwill) is less than its carrying value, a quantitative impairment test to compare the fair value to the carrying value. An impairment charge is recorded if the carrying value exceeds the fair value. |
Leases | Leases As a result of the adoption of ASC 842 on January 1, 2019, the Company has changed its accounting policy for leases. The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right‐of‐use (“ROU”) assets and accrued obligations under operating lease (current and non-current) in the balance sheets. Finance lease ROU assets are included in property and equipment, net and accrued obligations under finance lease (current and non-current) in the balance sheets. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets are classified as a finance lease or an operating lease. A finance lease is a lease in which 1) ownership of the property transfers to the lessee by the end of the lease term; 2) the lease grants the lessee an option to purchase the underlying asset that the lessee is reasonably certain to exercise; 3) the lease is for a major part of the remaining economic life of the underlying asset; 4) The present value of the sum of the lease payments and any residual value guaranteed by the lessee that is not already included in the lease payments equals or exceeds substantially all of the fair value; or 5) the underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term. The Company classifies a lease as an operating lease when it does not meet any one of these criteria. ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the incremental borrowing rate is used based on the information available at commencement date in determining the present value of lease payments. The Company uses the implicit rate when readily determinable. The ROU assets also include any lease payments made and excludes lease incentives. The lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. For finance leases, lease expenses are the sum of interest on the lease obligations and amortization of the ROU assets, resulting in a front-loaded expense pattern. The expenses form part of facility costs which are included in product costs within cost of sales within the statements of net loss and comprehensive loss. ROU assets are amortized based on the lesser of the lease term and the useful life of the leased asset according to the property and equipment accounting policy. If ownership of the ROU asset s transfers to the Company at the end of the lease term or if the Company is reasonably certain to exercise a purchase option, amortization is calculated using the estimated useful life of the leased asset, according to the property and equipment accounting policy. For operating leases, the lease expense s are generally recognized on a straight-line basis over the lease term and recorded to general and administrative expense s in the statements of net loss and comprehensive loss. The Company has elected to apply the practical expedient, for each class of underlying asset, except real estate leases, to not separate non-lease components from the associated lease components of the lessee’s contract and account for both components as a single lease component. Additionally, for certain equipment leases, the Company applies a portfolio approach to effectively account for the operating lease ROU assets and liabilities. The Company has elected not to recognize ROU assets and lease liabilities for short-term leases that have a lease term of 12 months or less that do not include an option to purchase the underlying asset that the Company is reasonably certain to exercise. Short-term leases include real estate and vehicles and are not significant in comparison to the Company’s overall lease portfolio. The Company continues to recognize the lease payments associated with these leases as expenses on a straight-line basis over the lease term. Accounting policy related to periods prior to the adoption of ASC 842 The Company enters into various leases in conducting its business. At the inception of each lease, the Company evaluates the lease agreement to determine whether the lease is an operating or capital lease. A capital lease is a lease in which 1) ownership of the property transfers to the lessee by the end of the lease term; 2) the lease contains a bargain purchase option; 3) the lease term is equal to 75% or more of the economic life of the leased property; or 4) the present value of the minimum lease payment at the inception of the lease term equals or exceeds 90% of the fair value of the leased property. An asset and a corresponding liability are established at inception for capital leases. The capital lease assets are included in property and equipment and the capital lease obligations are included in accrued obligations under finance lease. Operating lease payments are recognized as expenses on a straight-line basis over the lease term. |
Convertible notes | Convertible notes The Company accounts for its convertible notes with a cash conversion feature in accordance with ASC 470-20, Debt with Conversion and Other Options (“ASC 470-20”), which requires the liability and equity components of convertible debt instruments that may be settled in cash upon conversion, including partial cash settlement, to be separately accounted for in a manner that reflects the issuer’s nonconvertible debt borrowing rate. The initial proceeds from the sale of convertible notes are allocated between a liability component and an equity component in a manner that reflects interest expense at the rate of similar nonconvertible debt that could have been issued at such time. The equity component represents the excess initial proceeds received over the fair value of the liability component of the notes as of the date of issuance. The resulting debt discount is amortized over the period during which the convertible notes are expected to be outstanding as additional non-cash interest expenses. Upon repurchase of convertible debt instruments, ASC 470-20 requires the issuer to allocate total settlement consideration, inclusive of transaction costs, amongst the liability and equity components of the instrument based on the fair value of the liability component immediately prior to repurchase. The difference between the settlement consideration allocated to the liability component and the net carrying value of the liability component, including unamortized debt issuance costs, would be recognized as gain (loss) on extinguishment of debt in the statements of net loss and comprehensive loss. The remaining settlement consideration allocated to the equity component would be recognized as a reduction of additional paid-in capital in the balance sheets. |
Revenue recognition | Revenue recognition As a result of the adoption of ASC 606 on January 1, 2019, the Company has changed its accounting policy for revenue recognition. Revenue is recognized when control of the promised goods or services, through performance obligations by the Company, is transferred to the customer in an amount that reflects the consideration it expects to be entitled to in exchange for the performance obligations. The Company generates substantially all of its revenue from the sale of cannabis and hemp products through contracts with customers. Cannabis and hemp products are sold through various distribution channels. Revenue is recognized when the control of the goods is transferred to the customer, which occurs at a point in time, typically upon delivery to or receipt by the customer, depending on shipping terms. Sales taxes collected from customers are remitted to the appropriate taxing jurisdictions and are excluded from sales revenue as the Company considers itself a pass-through conduit for collecting and remitting sales taxes. Excise duties that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by the Company from a customer are included in revenue. Freight revenues on all product sales, when applicable, are also recognized, on a consistent manner, at a point in time. The term between invoicing and when payment is due is not significant and the period between when the entity transfers the promised good or service to the customer and when the customer pays for that good or service is one year or less. The Company considers whether there are other promises in the contracts that are separate performance obligations to which a portion of the transaction price needs to be allocated. In determining the transaction price for the sale of goods, the Company considers the effects of variable consideration and the existence of significant financing components (if any). (i) Variable consideration Some contracts for the sale of goods may provide customers with a right of return, volume discount, bonuses for volume/quality achievement, or sales allowance. In addition, the Company may provide in certain circumstances, a retrospective price reduction to a customer based primarily on inventory movement. These items give rise to variable consideration. The Company uses the expected value method to estimate the variable consideration because this method best predicts the amount of variable consideration to which the Company will be entitled. The Company uses historical evidence, current information and forecasts to estimate the variable consideration. The requirements in ASC 606 on constraining estimates of variable consideration are applied to determine the amount of variable consideration that can be included in the transaction price. The Company reduces revenue and recognizes a contract liability equal to the amount expected to be refunded to the customer in the form of a future rebate or credit for a retrospective price reduction, representing its obligation to return the customer’s consideration. The estimate is updated at each reporting period. (ii) Significant financing component The Company may receive short-term advances from its customers. Using the practical expedient in ASC 606, the Company does not adjust the promised amount of consideration for the effects of a significant financing component if the Company expects, at contract inception, that the period between when the Company transfers a promised good to a customer and when the customer pays for that good or service will be one year or less. The Company has not, nor expects to receive long-term advances from customers. (iii) Contract balance Contract assets A contract asset is the right to consideration in exchange for goods or services transferred to the customer. If the Company performs by transferring goods to a customer before the customer pays consideration or before payment is due, a contract asset is recognized for the earned consideration. Accounts receivable A receivable represents the Company’s right to an amount of consideration that is unconditional (i.e., only the passage of time is required before payment of the consideration). Contract liabilities A contract liability is the obligation to transfer goods or services to a customer for which the Company has received consideration from the customer. If a customer pays consideration before the Company transfers goods or services, a contract liability is recognised when the payment is made. Contract liabilities are recognised as revenue when the Company performs under the contract. Right of return assets Right of return assets represent the Company’s right to recover the goods expected to be returned by customers. The asset is measured at the former carrying amount of the inventory, less any expected costs to recover the goods, including any potential decreases in the value of the returned goods. The Company updates the measurement of the asset recorded for any revisions to its expected level of returns, as well as any additional decreases in the value of the returned products. Refund liabilities A refund liability is the obligation to refund some or all of the consideration received (or receivable) from the customer and is measured at the amount the Company ultimately expects it will have to return to the customer. The Company updates its estimates of refund liabilities (and the corresponding change in the transaction price) at each reporting period. Refer to above accounting policy on variable consideration. Accounting policy related to periods prior to the adoption of ASC 606 The Company recognizes revenue as earned when the following four criteria have been met: (i) when persuasive evidence of an arrangement exists, (ii) the product has been delivered to a customer, (iii) the sales price is fixed or determinable, and (iv) collection is reasonably assured. Revenue is recognized net of sales incentives and returns, after discounts for the assurance program, veterans coverage program and compassionate programs. Direct-to-patient sales are recognized when the products are shipped to the customers. Bulk and adult-use sales under wholesale agreements are recognized based on the shipping terms of the agreements. Export sales under pharmaceutical distribution and pharmacy supply agreements are recognized when products are delivered to the end customers or patients. Customer loyalty awards are accounted for as a separate component of the sales transaction in which they are granted. A portion of the consideration received in a transaction that includes the issuance of an award is deferred until the awards are ultimately redeemed. The allocation of the consideration to the award is based on an evaluation of the award’s estimated fair value at the date of the transaction. The customer loyalty program was discontinued in September 2017 and all customer loyalty awards expired as at December 31, 2017. |
Cost of Sales | Cost of sales Cost of sales represents costs directly related to manufacturing and distribution of the Company’s products. Primary costs include raw materials, packaging, direct labor, overhead, shipping and handling and the depreciation of manufacturing equipment and production facilities. Manufacturing overhead and related expenses include salaries, wages, employee benefits, utilities, maintenance and property taxes. Cost of sales also includes inventory valuation adjustments. The Company recognizes the cost of sales as the associated revenues are recognized. |
Stock-based Compensation | Stock-based compensation The Company measures and recognizes compensation expense for stock options and RSUs to employees and non-employees on a straight-line basis over the vesting period based on their grant date fair values. Prior to the adoption of ASU 2018-07 on January 1, 2019, the fair value of stock options and RSUs to non-employees were re-measured at each reporting date until one of either of the counterparty’s commitment to perform is established or until the performance is complete. The Company estimates the fair value of stock options on the date of grant using the Black-Scholes option pricing model. The fair value of RSUs is based on the share price as at date of grant. For stock options and RSUs granted in 2018, prior to the Company’s initial public offering, 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. For performance-based stock options and RSUs, the Company records compensation expense over the estimated service period adjusted for a probability factor of achieving the performance-based milestones. At each reporting date, the Company assesses the probability factor and records compensation expense accordingly, net of estimated forfeitures. Fully vested, non-forfeitable equity instruments issued to parties other than employees are measured on the date they are issued where there is no specific performance required by the grantee to retain those equity instruments. Stock-based payment transactions with non-employees are measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. Where fully vested, non-forfeitable equity instruments are granted to parties other than employees in exchange for notes or financing receivable, the note or receivable is presented in additional paid-in capital on the balance sheets. |
Income Taxes | Income taxes The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and the tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Management makes an assessment of the likelihood that the resulting deferred tax assets will be realized. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. The Company recognizes uncertain income tax positions at the largest amount that is more likely than not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. Changes in recognition or measurement are reflected in the period in which judgment occurs. |
Accounting Changes - segment reporting | Accounting changes – segmented reporting With the acquisition of FHF Holdings Ltd. (“Manitoba Harvest”) on February 28, 2019, the Company began realigning its management structure along with major product categories and determined the process was sufficiently advanced on October 1, 2019 to identify two operating and reportable segments: Cannabis and Hemp. The Company performed a goodwill impairment test immediately before and after the change. The goodwill impairment tests did not result in impairment. Prior period amounts contained in the financial statements have been adjusted to conform to the new segment presentation (refer to Note 25). |
New Accounting Pronouncements Not Yet Adopted | New accounting pronouncements not yet adopted 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 current 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, 2019, including interim periods within those fiscal years. The Company expects to implement the provisions of ASU 2016-13 as of January 1, 2020. The Company is currently evaluating the effect of adopting this ASU 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 Company is currently evaluating the effect of adopting this ASU on the Company’s financial statements. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740) - Simplifying the Accounting for Income Taxes, which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. ASU 2019-12 is effective for the Company beginning January 1, 2021. The Company is currently evaluating the effect of adopting this ASU on the Company’s financial statements. In January 2020, the FASB issued ASU 2020-01, Investments - Equity Securities (Topic 321), Investments - Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) (“ASU 2020-01”), which is intended to clarify the interaction of the accounting for equity securities under Topic 321 and investments accounted for under the equity method of accounting in Topic 323 and the accounting for certain forward contracts and purchased options accounted for under Topic 815. ASU 2020-01 is effective for the Company beginning January 1, 2021. The Company is currently evaluating the effect of adopting this ASU on the Company’s financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Schedule of Consolidated Entity | These financial statements include the accounts of the following entities wholly owned by the Company as of December 31, 2019: Name of entity Date of formation Place of incorporation Natura Naturals Inc. May 31, 1985 Canada Tilray, Inc. July 8, 2005 United States Manitoba Harvest USA LLC February 8, 2010 United States Tilray Canada, Ltd. September 6, 2013 Canada Dorada Ventures, Ltd. October 18, 2013 Canada Smith & Sinclair Ltd. June 1, 2014 United Kingdom FHF Holdings Ltd. July 15, 2015 Canada High Park Farms Ltd. February 19, 2016 Canada Tilray Deutschland GmbH November 3, 2016 Germany Pardal Holdings, Lda. April 5, 2017 Portugal Tilray Portugal Unipessoal, Lda. April 20, 2017 Portugal Tilray Australia New Zealand Pty. Ltd. May 9, 2017 Australia Tilray Ventures Ltd. June 6, 2017 Ireland Manitoba Harvest Japan K.K. August 29, 2017 Japan High Park Holdings, Ltd. February 8, 2018 Canada Fresh Hemp Foods Ltd. May 7, 2018 Canada Natura Naturals Holdings Inc. May 17, 2018 Canada National Cannabinoid Clinics Pty Ltd. September 19, 2018 Australia Tilray Latin America SpA November 19, 2018 Chile Tilray Portugal II, Lda. December 11, 2018 Portugal High Park Gardens Inc. February 7, 2019 Canada High Park Shops Inc. August 15, 2019 Canada Privateer Evolution, LLC December 12, 2019 United States |
Summary of Estimated Useful Lives of Definite Life Intangible Assets | Amortization of definite life intangible assets is calculated on a straight-line basis over the estimated useful lives of the assets as follows: Patents 4 years Customer relationships 14 to 16 years Developed technology 10 years Websites 3 years Definite life trademarks and licenses Term of agreements |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Schedule of Acquisition Related (Income) Expenses, Net | Acquisition-related (income) expenses, net for the years ended December 31 2019 and 2018 are comprised of the following items: Year ended December 31, 2019 2018 Acquisition and integration expenses $ 15,487 $ 248 Change in fair value of contingent consideration (46,914 ) — Total $ (31,427 ) $ 248 |
Manitoba Harvest and Natura [Member] | |
Schedule of Final Allocations of Purchase Price to Assets acquired and Liabilities Assumed | The final allocations of the purchase price to assets acquired and liabilities assumed on the respective acquisition dates of Manitoba Harvest, Natura and S&S are as follows: Manitoba Harvest Natura S&S Assets Cash and cash equivalents $ 5,534 169 137 Accounts receivable 6,207 109 264 Inventory 15,331 3,482 195 Prepayments and other current assets 1,030 166 125 Property and equipment 23,581 17,435 138 Intangible assets (1)(2)(3) 195,966 10,494 2,418 Goodwill 126,881 29,314 4,932 Total assets 374,530 61,169 8,209 Liabilities Accounts payable 4,973 3,280 220 Accrued expenses and other current liabilities 4,911 876 89 Deferred tax liability 54,393 2,781 459 Total liabilities 64,277 6,937 768 Net assets acquired $ 310,253 $ 54,232 $ 7,441 Intangible assets include: (1) Manitoba Harvest: trademarks - $54,688, developed technology - $6,988 and customer relationships - $134,290 (2) Natura: licenses - $10,494 (3) S&S: trademarks - $1,670, patent - $690 and website - $58 |
Schedule of Final Purchase Price | The final purchase price of the Manitoba Harvest, Natura and S&S acquisitions are calculated as follows: Manitoba Harvest Natura S&S Cash paid on closing $ 114,566 $ 15,253 $ 2,420 Cash paid six months after closing 37,490 — — Class 2 common stock issued on closing (1)(2)(5) 96,844 15,099 3,189 Class 2 common stock issued six months after closing (1) 31,866 — — Working capital adjustment 280 — — Contingent consideration 29,207 20,007 1,812 Fair value of previously held interest (3) — 1,565 — Effective settlement of pre-existing debt (4) — 2,308 — Subscription rights — — 20 Total fair value of consideration transferred 310,253 54,232 7,441 (1) For the acquisition of Manitoba Harvest, 1,209,946 shares of Class 2 common stock were issued on closing and 899,306 shares of Class 2 common stock were issued six months after closing. (2) For the acquisition of Natura, 180,332 shares of Class 2 common stock were issued on closing. (3) The fair value of the Company’s previously held interest in Natura on the acquisition date was determined based on the fair value of total consideration transferred and reflected book value on the acquisition date. (4) The Company held C$3,000 convertible debt of Natura at the acquisition date. On acquisition, this debt and related accrued interest was effectively settled. (5) For the acquisition of S&S, 79,289 shares of Class 2 common stock were issued on closing. |
Schedule of Pro Forma Information | The unaudited pro forma information for the periods set forth below gives effect to the acquisitions of Manitoba Harvest, Natura and S&S as if the acquisitions had occurred as of January 1, 2018. This pro forma information is presented for informational purposes only and is not necessarily indicative of the results of operations that actually would have been achieved had the acquisitions been consummated as of that time: Year ended December 31, 2019 2018 Revenue $ 178,885 $ 107,786 Net loss (325,760 ) (74,444 ) Net loss per share - basic and diluted (3.24 ) (0.90 ) |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventory is comprised of the following items: December 31, 2019 2018 Raw materials $ 15,926 $ 2,132 Work-in-process 53,973 12,812 Finished goods 17,962 1,267 Total $ 87,861 $ 16,211 |
Schedule of Inventory Valuation Adjustments Included in Cost of Sales | Inventory is written down for any obsolescence, spoilage and excess inventory or when the net realizable value of inventory is less than the carrying value. Inventory valuation adjustments included in cost of sales on the statements of net loss and comprehensive loss is comprised of the following: Year ended December 31, 2019 2018 2017 Raw materials $ 788 $ — $ — Work-in-process 61,302 4,561 617 Finished goods 6,493 — — Total $ 68,583 $ 4,561 $ 617 |
Prepayments and Other Current_2
Prepayments and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Prepaid Expense And Other Assets Current [Abstract] | |
Schedule of Prepayments and Other Current Assets | Prepayments and other current assets are comprised of the following items: December 31, 2019 2018 Deposits $ 25,490 $ 1,511 Prepayments 5,847 1,496 Taxes receivable 6,165 969 ABG finance receivable - current 671 — Total $ 38,173 $ 3,976 |
Investments (Tables)
Investments (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Summary of Long-term Investments | Long-term investments are comprised of the following items: December 31, 2019 Equity investments measured at fair value $ 4,183 Equity investments under measurement alternative $ 14,954 Debt securities classified as available-for-sale method $ 5,047 Total other investments $ 24,184 |
Summary of Ownership Interests in Equity Method Investments | The Company’s ownership interests in its equity method investments as of December 31, 2019 were as follows: Approximate Carrying value Loss from equity method investments Year ended ownership % December 31, 2019 December 31, 2019 Investment in Fluent 50% $ 7,836 $ 4,437 Investment in Cannfections 50% $ 3,612 $ 67 Total equity method investments $ 11,448 $ 4,504 |
Summary of Financial Information for Equity Method Investments | Summary financial information for the equity method investments on an aggregated basis was as follows: December 31, 2019 Current assets $ 13,942 Non current assets $ 4,987 Current liabilities $ 1,561 Non current liabilities $ — Year ended December 31, 2019 Revenues $ 113 Gross profit $ 78 Net loss $ (9,008 ) |
Summary of Equity Investments | The following table provides a summary of the classification of investment in equities: December 31, 2018 2017 Investments in equities under available-for-sale method $ 1,845 $ — Investment in equities under the cost method 15,066 — Total investment in equities $ 16,911 $ — |
Short-term Investments [Member] | |
Summary of Available for Sale Securities | The following table summarizes the unrealized gains and losses and estimated fair value of our short-term investments as of December 31, 2018: Cost Gross unrealized gains Gross unrealized losses Fair value Treasury bills $ 30,367 $ 32 $ 64 $ 30,335 Total $ 30,367 $ 32 $ 64 $ 30,335 |
Long-term Investments [Member] | |
Summary of Available for Sale Securities | The following table summarizes the unrealized gains and losses and estimated fair value of our long-term investments as of December 31, 2018: Cost Gross unrealized gains Gross unrealized losses Fair value Investment in equities $ 17,714 $ — $ 803 $ 16,911 Total $ 17,714 $ — $ 803 $ 16,911 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property Plant And Equipment [Abstract] | |
Summary of Property and Equipment | Property and equipment, net consisted of the following: December 31, 2019 2018 Land 6,417 $ 4,498 Buildings and leasehold improvements 109,172 51,111 Laboratory and manufacturing equipment 31,173 6,131 Office and computer equipment 2,659 970 ROU assets under finance lease 14,753 9,661 Construction-in-process 37,160 15,343 201,334 87,714 Less: accumulated depreciation (17,117 ) (7,500 ) Total $ 184,217 $ 80,214 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Summary of Components of Lease Expense | Components of lease expenses December 31, 2019 Finance lease cost Amortization of ROU assets $ 588 Interest on lease liabilities 370 Operating lease expenses (1) 2,519 Short term lease expenses (1) 256 Sublease income (2) (230 ) Total lease expenses $ 3,503 ( 1) Included in general and administrative expenses (2) Included in other income, net |
Summary of Supplemental Cash Flow Information Related to Leases | Supplemental cash flow information related to leases December 31, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases 2,312 Operating cash flows from finance leases 336 Financing cash flows from finance leases 504 Non-cash additions to ROU assets and lease liabilities Operating leases 16,043 Finance leases 4,617 |
Summary of Other Information About Lease Amounts Recognized in the Financial Statements | Other information about lease amounts recognized in the financial statements December 31, 2019 Weighted-average remaining lease term (years) – operating leases 9 Weighted-average remaining lease term (years) – finance leases 4 Weighted-average discount rate – operating leases 5.73 % Weighted-average discount rate – finance leases 8.42 % |
Schedule of Future Minimum Rental Payments Under All Non-cancelable Capital and Operating Leases | At December 31, 2018, aggregate future minimum rental payments under all non-cancelable capital and operating leases were as follows: Operating Leases Capital Leases December 31, December 31, 2018 2018 2019 $ 916 $ 733 2020 857 733 2021 727 733 2022 589 733 2023 510 183 Thereafter 1,372 — $ 4,971 $ 3,115 |
Topic 840 [Member] | |
Summary of Supplemental Cash Flow Information Related to Leases | The supplemental cash flow information of the Company’s leases prior to the adoption of ASC 842 was as follows: Year ended December 31, 2018 2017 Non-cash financing activities Capital lease obligation — $ 8,958 Non-cash investing Addition to property and equipment under capital lease 114 $ 8,958 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Intangible Assets Net Excluding Goodwill [Abstract] | |
Schedule of Intangible Assets | Intangible assets are comprised of the following items: December 31, 2019 2018 Cost Accumulated Amortization Impairment Net Cost Accumulated Amortization Net Definite-lived intangible assets: Patent 716 99 — 617 — — — Customer relationships 135,953 7,132 — 128,821 — — — Developed technology 7,074 590 — 6,484 — — — Websites 5,157 3,331 — 1,826 3,755 2,253 1,502 Trademarks and licenses 9,135 925 — 8,210 — — — Total 158,035 12,077 — 145,958 3,755 2,253 1,502 Indefinite-lived intangible assets: Cultivation license 10,689 — — 10,689 — — — Alef license 4,086 — 4,086 — 2,984 — 2,984 Trademarks 55,416 — — 55,416 — — — Rights under ABG Profit Participation Arrangement 119,366 — 102,601 16,765 — — — Total 189,557 — 106,687 82,870 2,984 — 2,984 Total intangible assets $ 347,592 $ 12,077 $ 106,687 $ 228,828 $ 6,739 $ 2,253 $ 4,486 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill Disclosure [Abstract] | |
Schedule of Change in Carrying Amount of Goodwill | The following table shows the change in carrying amount of goodwill: Hemp Cannabis Total Goodwill - January 1, 2019 — — — Acquisition of Manitoba Harvest 126,881 — 126,881 Acquisition of Natura — 29,314 29,314 Acquisition of S & S 4,932 — 4,932 Foreign currency translation adjustment 1,501 623 2,124 Goodwill - December 31, 2019 $ 133,314 $ 29,937 $ 163,251 |
Accounts Payable, Accrued Exp_2
Accounts Payable, Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Payables And Accruals [Abstract] | |
Schedule of Accounts Payable, Accrued Expenses and Other Current Liabilities | Accounts payable, accrued expenses and other current liabilities are comprised of the following items: December 31, 2019 2018 Accounts payable - trade $ 39,057 $ 9,716 Accounts payable - related parties 68 933 Total accounts payable $ 39,125 $ 10,649 Accrued payroll and employment related withholding taxes 24,765 3,278 Other accrued expenses and current liabilities 17,032 5,673 Accrued interest on convertible notes 5,938 5,302 ABG finance liability - current 1,500 — Accrued legal and professional fees 1,174 565 Contingent consideration for acquisitions 420 — Total accrued expenses and other current liabilities $ 50,829 $ 14,818 |
Convertible Notes (Tables)
Convertible Notes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Components of Net Carrying Amount of Convertible Notes | The following table sets forth the net carrying amount of the convertible notes: December 31, 2019 December 31, 2018 5.00% convertible notes $ 475,000 $ 475,000 Unamortized discount (34,219 ) (41,687 ) Unamortized transaction costs (10,571 ) (12,946 ) Net carrying amount $ 430,210 $ 420,367 |
Schedule of Interest Expenses Related to Convertible Notes | The following table sets forth total interest expenses recognized related to the convertible notes: Year Ended December 31, 2019 2018 Contractual coupon interest $ 23,750 $ 5,302 Amortization of discount 7,468 2,152 Amortization of direct issue costs 2,375 28 Total $ 33,593 $ 7,482 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Summary of Capital Stock | The Company’s certificate of incorporation authorized the Company to issue the following classes of shares with the following par value and voting rights as of December 31, 2019. The liquidation and dividend rights are identical among Class 1 common stock and Class 2 common stock, and all classes of common stock share equally in our earnings and losses. Par Value Authorized Voting Rights Class 1 common stock $ 0.0001 250,000,000 10 votes for each share Class 2 common stock $ 0.0001 500,000,000 1 vote for each share Preferred stock $ 0.0001 10,000,000 N/A |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Downstream Merger Time-based Stock Option [Member] | |
Schedule of Stock Option Activity | Downstream Merger time-based s Stock Options Weighted- average exercise price Weighted- average remaining contractual term (years) Aggregate intrinsic value Balance December 31, 2018 — — — $ — Assumed on Downstream Merger 3,134,431 2.99 Exercised (107,359 ) 1.81 Forfeited — - Cancelled (13,068 ) 9.04 Balance December 31, 2019 3,014,004 $ 3.04 5.8 $ 44,108 Vested and expected to vest, December 31, 2019 2,992,598 $ 2.98 5.8 $ 43,717 Vested and exercisable, December 31, 2019 2,733,170 $ 2.77 5.5 $ 40,423 |
Original Stock Option Plan [Member] | |
Weighted Average Fair Value Assumptions | The fair value of each stock option to employees granted under the Original Plan was estimated on the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions: 2019 2018 2017 Expected stock option life — 5.15 years 5.84 years Expected volatility — 48.82 % 56.23 % Risk-free interest rate — 2.35 % 2.01 % Expected dividend yield — - % - % |
Original Stock Option Plan [Member] | Downstream Merger [Member] | |
Schedule of Stock Option Activity | Stock option activity for the Company up to and including the Downstream Merger under the Original Plan Stock Options Weighted- average exercise price Weighted- average remaining contractual term (years) Aggregate intrinsic value Balance December 31, 2018 592,594 $ 4.14 8.1 $ 989 Allocated to Tilray 143,794 4.21 Granted — — Exercised (25,751 ) 3.95 Forfeited (9,527 ) 4.25 Cancelled (8,267 ) 3.46 Converted with Downstream Merger (692,843 ) 4.22 Balance December 31, 2019 — $ — — $ — Vested and expected to vest, December 31, 2019 — $ — — $ — Vested and exercisable, December 31, 2019 — $ — — $ — |
2018 Equity Incentive Plan [Member] | |
Weighted Average Fair Value Assumptions | The fair value of each stock option granted to employees under the 2018 EIP is estimated on the grant date using the Black-Scholes option pricing model with the following weighted average assumptions: Assumptions 2019 Assumptions 2018 Expected stock option life (years) 8.97 years 5.79 years Expected volatility 61.33 % 58.54 % Risk-free interest rate 2.10 % 2.92 % Expected dividend yield - % -% |
2018 Equity Incentive Plan [Member] | Time-based Stock Options [Member] | |
Schedule of Stock Option Activity | Time-based s Stock Options Weighted- average exercise price Weighted- average remaining contractual term (years) Aggregate intrinsic value Balance December 31, 2018 6,015,791 $ 13.54 7.7 $ 342,916 Granted 10,000 70.25 Exercised (621,363 ) 7.76 Forfeited (91,048 ) 30.16 Cancelled (6,250 ) 7.76 Balance December 31, 2019 5,307,130 $ 14.04 8.4 $ 44,297 Vested and expected to vest, December 31, 2019 5,072,605 $ 13.80 8.4 $ 42,537 Vested and exercisable, December 31, 2019 2,512,513 $ 11.91 8.4 $ 21,840 |
2018 Equity Incentive Plan [Member] | Performance-based Stock Options [Member] | |
Schedule of Stock Option Activity | Performance-based s Stock Options Weighted- average exercise price Weighted- average remaining contractual term (years) Aggregate intrinsic value Balance December 31, 2018 600,000 $ 7.76 9.4 $ 37,668 Granted — — Exercised (80,000 ) 7.76 Forfeited — — Cancelled — — Balance December 31, 2019 520,000 $ 7.76 8.4 $ 4,872 Vested and expected to vest, December 31, 2019 520,000 $ 7.76 8.4 $ 4,872 Vested and exercisable, December 31, 2019 520,000 $ 7.76 8.4 $ 4,872 |
2018 Equity Incentive Plan [Member] | Time-based RSU [Member] | |
Schedule of RSU Activity | Time-based RSU activity Time-based RSUs Weighted-average grant-date fair value per share Non-vested December 31, 2018 237,222 $ 49.86 Granted 1,370,703 41.00 Vested (122,289 ) 38.16 Forfeited (62,244 ) 56.35 Non-vested December 31, 2019 1,423,392 $ 42.05 |
2018 Equity Incentive Plan [Member] | Performance-based RSUs [Member] | |
Schedule of RSU Activity | Performance-based RSU activity Performance- based RSUs Weighted-average grant-date fair value per share Non-vested December 31, 2018 1,050,000 $ 7.76 Granted — — Vested (784,375 ) $ 7.76 Forfeited — — Non-vested December 31, 2019 265,625 $ 7.76 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income (AOCI) (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Income | The components of AOCI, net of tax, were as follows: Foreign Currency Translation Adjustments Unrealized (loss) gain on cash equivalents and investments Balance as at January 1, 2018 $ 3,866 $ — Other comprehensive income (loss) 662 (765 ) Balance as at December 31, 2018 4,528 (765 ) Cumulative effect adjustment from transition to ASU 2016-01 — 803 Other comprehensive income (loss) 5,174 (21 ) Balance as at December 31, 2019 $ 9,702 $ 17 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Commitments And Contingencies Disclosure [Abstract] | |
Summary of Maturities of Lease Liabilities | Maturities of lease liabilities: Year ending December 31, Operating Leases Finance Leases 2020 $ 3,493 $ 1,083 2021 3,276 1,083 2022 2,897 7,333 2023 2,824 15,677 2024 2,436 — Thereafter 7,861 — Total lease payments 22,787 25,176 Imputed interest 5,059 11,024 Obligations recognized $ 17,728 $ 14,152 |
Schedule of Future Non-cancellable Minimum Purchase Commitments | The following table reflects the Company’s future non-cancellable minimum purchase commitments for inventory as of December 31, 2019: Total 2020 2021 2022 2023 2024 Thereafter Purchase commitments $ 132,743 $ 131,010 $ 1,657 $ 38 $ 38 $ - $ - Total $ 132,743 $ 131,010 $ 1,657 $ 38 $ 38 $ - $ - |
Schedule of Other Commitments Maturities | Total 2020 2021 2022 2023 2024 Thereafter ABG finance liability $ 8,500 $ 1,000 $ 1,500 $ 1,500 $ 1,500 $ 1,500 $ 1,500 Convertible notes 475,000 — — — 475,000 — — Total $ 483,500 $ 1,000 $ 1,500 $ 1,500 $ 476,500 $ 1,500 $ 1,500 |
General and Administrative Ex_2
General and Administrative Expenses (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
General And Administrative Expense [Abstract] | |
Schedule of General and Administrative Expenses | General and administrative expenses are comprised of the following items: Year ended December 31, 2019 2018 2017 Salaries and benefits $ 39,565 $ 11,721 $ 3,717 Professional fees 21,189 7,557 1,715 Travel expenses 4,565 2,031 287 Other expenses 16,649 8,152 1,780 Total $ 81,968 $ 29,461 $ 7,499 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Summary of Loss Before Income Taxes | For financial reporting purposes, loss before income taxes includes the following components: Year ended December 31, 2019 2018 2017 United States $ (156,010 ) $ (42,418 ) — Canada (151,736 ) (25,333 ) (7,411 ) Portugal (11,781 ) (2,208 ) — Other countries (10,092 ) (2,215 ) (398 ) Total $ (329,619 ) $ (72,174 ) $ (7,809 ) |
Summary of (Recoveries) Expenses for Income Taxes | The (recoveries) expenses for income taxes consists of: Year ended December 31, 2019 2018 2017 Current: United States $ 151 $ — $ — Canada 112 — — Other countries 134 34 — Total 397 34 — Deferred: United States $ (4,390 ) $ (4,485 ) $ — Canada (3,383 ) — — Other countries (1,074 ) — — Total (8,847 ) (4,485 ) — Total $ (8,450 ) $ (4,451 ) $ — |
Summary of Effective Income Tax Rate Reconciliation | Year ended December 31, 2019 2018 2017 Loss before income taxes: $ (329,619 ) $ (72,174 ) $ (7,809 ) Income tax benefits at statutory rate (69,220 ) (15,157 ) (2,733 ) Tax impact of foreign operations (9,193 ) (1,864 ) 675 Foreign exchange and other 1,015 1,399 (480 ) Non-deductible expenses 483 5,331 61 Changes in enacted rates (3 ) — (288 ) Utilization of losses not previously recognized — — (9 ) Stock based and other compensation 2,113 — — Change in valuation allowance 66,355 5,840 2,774 Income tax benefits, net $ (8,450 ) $ (4,451 ) $ — |
Summary of Components of Deferred Tax | The following table summarizes the components of deferred tax: Year ended December 31, 2019 2018 2017 Deferred assets Operating loss carryforwards - United States $ 5,843 $ 4,173 $ — Operating loss carryforwards - Canada 59,755 13,723 8,297 Operating loss carryforwards - Other Countries 5,158 607 148 Property and equipment — 2,510 183 Currently nondeductible interest 4,915 — — Outside basis difference 21,546 — — Deferred financing costs 208 27 37 Investment tax credits and related pool balance 180 57 57 Other 931 — 8 Total Deferred tax assets 98,536 21,097 8,730 Less valuation allowance (84,337 ) (14,433 ) (8,601 ) Net deferred tax assets 14,199 6,664 129 Deferred tax liabilities Property and equipment (5,800 ) (2,328 ) — Intangible assets (54,814 ) (289 ) (129 ) Deferred financing costs — — — Equity portion of convertible notes (6,948 ) (8,471 ) — Total deferred tax liabilities (67,562 ) (11,088 ) (129 ) Net deferred tax liability $ (53,363 ) $ (4,424 ) $ — |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Supplemental Cash Flow Information [Abstract] | |
Schedule of Supplemental Cash Flow Information | Year ended December 31, 2019 2018 2017 Cash paid for interest $ 28,206 $ 1,189 $ 1,157 Cash paid for income taxes 145 — — Non-cash financing activities Conversion of preferred stock to common stock — 2 — Non-cash investing Alef acquisition — 2,855 — Acquisition of Manitoba Harvest 158,197 — — Acquisition of Natura 38,979 — — Acquisition of S&S 5,021 — — Investment in ABG Profit Participation Arrangement, net of receivable 97,544 — — Purchases of investments 10,551 — — (1) For supplemental cash flow information related to leases, refer to Note 9. |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets Measured at Fair Value on Recurring and Non-recurring Basis | The following tables present information about the Company’s assets that are measured at fair value on a recurring basis as of December 31, 2019 and 2018 indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value: Quoted prices in active markets for Other Significant identical observable unobservable assets inputs inputs (Level 1) (Level 2) (Level 3) Total December 31, 2019 Investments Equity investments measured at fair value 4,183 — — 4,183 Debt securities classified as available-for-sale 727 — 4,320 5,047 Acquisition-related contingent consideration — — 420 420 Total recurring fair value measurements $ 4,910 $ — $ 4,740 $ 9,650 Quoted prices in active markets for Other Significant identical observable unobservable assets inputs inputs (Level 1) (Level 2) (Level 3) Total December 31, 2018 Cash equivalents $ 203,761 $ — $ — $ 203,761 Investments Short-term investments - debt securities 30,335 — — 30,335 Equity investments measured at fair value 1,163 682 — 1,845 Total recurring fair value measurements $ 235,259 $ 682 $ — $ 235,941 |
Schedule of Opening Balances of Assets and Liabilities Categorized Within Level 3 of Fair Value Hierarchy Measured at Fair Value on Recurring Basis are Reconciled to Closing Balances | The opening balances of assets and liabilities categorized within Level 3 of the fair value hierarchy measured at fair value on a recurring basis are reconciled to the closing balances as follows: Debt securities classified as available-for- sale Acquisition- related contingent consideration Opening balance as at January 1, 2019 $ — $ — Additions and settlements Additions 4,171 51,026 Settlements — (4,450 ) Total gains or losses for the period: — — Included in net loss — — Interest expenses, net 149 — Acquisition-related (income) expenses, net — (46,914 ) Foreign currency translation gain, net — 758 Closing balance as at December 31, 2019 $ 4,320 $ 420 |
Business Segment Information (T
Business Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Summary of Revenue and Gross Profit | The results of each segment are regularly reviewed by the Company’s Chief Executive Officer, who is the Company’s chief operating decision maker, to assess the performance of the segment and make decisions regarding the allocation of resources. The Company’s chief operating decision maker uses revenue and gross profit as the measure of segment profit or loss. The accounting policies of each segment are the same as those set out under the summary of significant accounting policies in Note 2. There are no intersegment sales or transfers. Year ended December 31, 2019 2018 2017 Revenue Gross profit Revenue Gross profit Revenue Gross profit Cannabis $ 107,147 $ (42,302 ) $ 43,130 $ 14,275 $ 20,538 $ 11,377 Hemp $ 59,832 $ 18,806 $ — $ — $ — $ — Total $ 166,979 $ (23,496 ) $ 43,130 $ 14,275 $ 20,538 $ 11,377 No asset information is provided for the segments because the Company’s chief operating decision maker does not receive asset information by segment on a regular basis. Total revenue and gross profit for the reportable segments is equal to the Company’s consolidated revenue and gross profit. Year ended December 31, 2019 2018 2017 Gross profit for the segments $ (23,496 ) $ 14,275 $ 11,377 General and administrative expenses (81,968 ) (29,461 ) (7,499 ) Sales and marketing expenses (61,084 ) (15,366 ) (7,164 ) Research and development expenses (6,558 ) (4,264 ) (3,171 ) Depreciation and amortization expenses (11,607 ) (1,598 ) (902 ) Stock-based compensation expense (31,842 ) (20,988 ) (139 ) Impairment of assets (112,070 ) — — Acquisition-related income (expense), net 31,427 (248 ) — Loss from equity method investments (4,504 ) — — Foreign exchange (loss) gain, net 5,944 (7,234 ) 1,363 Interest expense, net (34,690 ) (9,110 ) (1,686 ) Finance income from ABG 764 — — Loss on disposal of property and equipment (2,436 ) (190 ) Other income, net 2,501 2,010 12 Loss before income taxes $ (329,619 ) $ (72,174 ) $ (7,809 ) Sources of revenue were as follows: Year Ended December 31, 2019 2018 2017 Dried cannabis $ 82,753 $ 21,674 $ 16,260 Cannabis extracts 24,139 21,179 3,965 Hemp products 59,832 — — Accessories and other 255 277 313 Total $ 166,979 $ 43,130 $ 20,538 Channels of revenue were as follows: Year Ended December 31, 2019 2018 2017 Cannabis Adult-use $ 55,763 $ 3,521 $ — Canada - medical 12,556 18,052 19,642 International - medical 13,378 2,912 896 Bulk 25,450 18,645 — Total Cannabis revenue $ 107,147 $ 43,130 $ 20,538 Hemp 59,832 — — Total $ 166,979 $ 43,130 $ 20,538 |
Summary of Revenue Attributed to a Geographic Region Based on the Location of the Customer | Revenue attributed to geographic region based on the location of the customer was as follows: Year Ended December 31, 2019 2018 2017 Canada $ 130,291 $ 40,209 $ 19,775 United States 23,516 — — Other countries 13,172 2,921 763 Total $ 166,979 $ 43,130 $ 20,538 |
Summary of Long-lived Assets Consisting of Property and Equipment, Net of Accumulated Depreciation, Attributed to Geographic Regions Based on their Physical Location | Long-lived assets consisting of property and equipment, net of accumulated depreciation, attributed to geographic regions based on their physical location were as follows: December 31, 2019 2018 Canada $ 144,065 $ 64,687 Portugal 36,908 15,455 United States 3,171 — Other countries 73 72 Total $ 184,217 $ 80,214 |
Quarterly Financial Data (una_2
Quarterly Financial Data (unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Data | Three months ended March 31, June 30, September 30, December 31, 2019 ¹ Revenue $ 23,038 $ 45,904 $ 51,101 $ 46,936 Gross profit 5,385 12,273 15,853 (57,007 ) Operating loss (28,332 ) (32,961 ) (23,785 ) (216,624 ) Net loss (29,369 ) (36,301 ) (36,351 ) (219,148 ) Net loss per share—basic and diluted ² $ (0.31 ) $ (0.37 ) $ (0.37 ) $ (2.14 ) 2018 Revenue $ 7,808 $ 9,744 $ 10,047 $ 15,531 Gross profit 3,896 4,177 3,068 3,134 Operating loss (3,740 ) (10,990 ) (20,012 ) (22,908 ) Net loss (5,181 ) (12,833 ) (18,699 ) (31,010 ) Net loss per share—basic and diluted ² $ (0.07 ) $ (0.17 ) $ (0.21 ) $ (0.33 ) ¹ In the fourth quarter of 2019, the Company adopted ASU 2016-01, ASC 842, ASC 606 and ASU 2018-07. Each interim period in 2019 has been recast to reflect the effects of this adoption. Refer to Note 2 for further discussion of the new accounting pronouncements recently adopted. ² Earnings per share for the four quarters combined may not equal earnings per share for the year due to rounding. |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) | Feb. 28, 2020USD ($) | Dec. 31, 2019USD ($) | Sep. 30, 2019USD ($) | [1] | Jun. 30, 2019USD ($) | [1] | Mar. 31, 2019USD ($) | [1] | Dec. 31, 2018USD ($) | Sep. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2019USD ($)Segmentshares | Dec. 31, 2018USD ($)shares | Dec. 31, 2017USD ($)shares | Jan. 01, 2019USD ($) | |
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||||
Net loss | $ (219,148,000) | [1] | $ (36,351,000) | $ (36,301,000) | $ (29,369,000) | $ (31,010,000) | $ (18,699,000) | $ (12,833,000) | $ (5,181,000) | $ (321,169,000) | $ (67,723,000) | $ (7,809,000) | |||||
Net cash used in operating activities | (258,065,000) | (46,248,000) | (6,003,000) | ||||||||||||||
Net cash outflows | (390,464,000) | 484,932,000 | (5,208,000) | ||||||||||||||
Working capital | 166,600,000 | $ 528,365,000 | 166,600,000 | 528,365,000 | |||||||||||||
Decrease in cash due to working capital adjustments | 361,765,000 | ||||||||||||||||
Non-cancelable minimum purchase commitments of inventory | 131,010,000 | 131,010,000 | |||||||||||||||
Non-cash interest expenses | $ 5,669,000 | $ 693,000 | |||||||||||||||
Operating lease, right-of-use asset | 17,514,000 | 17,514,000 | $ 3,276,000 | ||||||||||||||
Operating lease liabilities | $ 17,728,000 | $ 17,728,000 | 3,257,000 | ||||||||||||||
Antidilutive securities excluded from computation of earnings per share | shares | 10,532,988 | 7,902,263 | 0 | ||||||||||||||
Lease agreement description | The Company enters into various leases in conducting its business. At the inception of each lease, the Company evaluates the lease agreement to determine whether the lease is an operating or capital lease. A capital lease is a lease in which 1) ownership of the property transfers to the lessee by the end of the lease term; 2) the lease contains a bargain purchase option; 3) the lease term is equal to 75% or more of the economic life of the leased property; or 4) the present value of the minimum lease payment at the inception of the lease term equals or exceeds 90% of the fair value of the leased property. | ||||||||||||||||
Number of operating segments | Segment | 2 | ||||||||||||||||
Number of reportable segments | Segment | 2 | ||||||||||||||||
Maximum [Member] | |||||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||||
Cash and cash equivalents maturity period | 3 months | ||||||||||||||||
Property, plant and equipment useful life | 15 years | ||||||||||||||||
Maximum [Member] | Building [Member] | |||||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||||
Property, plant and equipment useful life | 25 years | ||||||||||||||||
Minimum [Member] | |||||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||||
Property, plant and equipment useful life | 3 years | ||||||||||||||||
Percentage of economic life of capital leased property | 75.00% | 75.00% | |||||||||||||||
Percentage of present value of capital leased payment at inception of lease term | 90.00% | 90.00% | |||||||||||||||
Minimum [Member] | Building [Member] | |||||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||||
Property, plant and equipment useful life | 20 years | ||||||||||||||||
ASU 2018-07 [Member] | |||||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||||
Cumulative effect adjustment from transition | 0 | ||||||||||||||||
Accumulated Deficit [Member] | |||||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||||
Net loss | $ (321,169,000) | $ (67,723,000) | $ (7,809,000) | ||||||||||||||
Accumulated Deficit [Member] | ASU 2016-01 [Member] | |||||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||||
Cumulative effect adjustment from transition | 803,000 | ||||||||||||||||
Accumulated Deficit [Member] | ASC 842 [Member] | |||||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||||
Cumulative effect adjustment from transition | $ 19,000 | ||||||||||||||||
Convertible Senior Notes Due 2023 [Member] | |||||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||||
Non-cash interest expenses | $ 23,750,000 | $ 5,302,000 | |||||||||||||||
Debt instrument interest rate | 5.00% | 5.00% | |||||||||||||||
Subsequent Event [Member] | |||||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||||
Non-cancelable minimum purchase commitments of inventory | $ 132,743,000 | ||||||||||||||||
Lease commitments | 4,576,000 | ||||||||||||||||
Subsequent Event [Member] | Convertible Senior Notes Due 2023 [Member] | |||||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||||
Non-cash interest expenses | $ 23,750,000 | ||||||||||||||||
Debt instrument interest rate | 5.00% | ||||||||||||||||
Subsequent Event [Member] | Class 2 Common Stock [Member] | |||||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||||
Available funding for operations | $ 271,687,000 | ||||||||||||||||
Additional financing for managing operation | $ 59,600,000 | ||||||||||||||||
[1] | In the fourth quarter of 2019, the Company adopted ASU 2016-01, ASC 842, ASC 606 and ASU 2018-07. Each interim period in 2019 has been recast to reflect the effects of this adoption. Refer to Note 2 for further discussion of the new accounting pronouncements recently adopted. |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Consolidated Entity (Detail) | 12 Months Ended |
Dec. 31, 2019 | |
Natura Naturals Inc. [Member] | |
Accounting Policies [Line Items] | |
Date of entity incorporation | May 31, 1985 |
Place of entity incorporation | Canada |
Tilray, Inc. [Member] | |
Accounting Policies [Line Items] | |
Date of entity incorporation | Jul. 8, 2005 |
Place of entity incorporation | United States |
Manitoba Harvest USA LLC [Member] | |
Accounting Policies [Line Items] | |
Date of entity incorporation | Feb. 8, 2010 |
Place of entity incorporation | United States |
Tilray Canada, Ltd. [Member] | |
Accounting Policies [Line Items] | |
Date of entity incorporation | Sep. 6, 2013 |
Place of entity incorporation | Canada |
Dorada Ventures, Ltd. [Member] | |
Accounting Policies [Line Items] | |
Date of entity incorporation | Oct. 18, 2013 |
Place of entity incorporation | Canada |
Smith & Sinclair Ltd. [Member] | |
Accounting Policies [Line Items] | |
Date of entity incorporation | Jun. 1, 2014 |
Place of entity incorporation | United Kingdom |
FHF Holdings Ltd. [Member] | |
Accounting Policies [Line Items] | |
Date of entity incorporation | Jul. 15, 2015 |
Place of entity incorporation | Canada |
High Park Farms Ltd [Member] | |
Accounting Policies [Line Items] | |
Date of entity incorporation | Feb. 19, 2016 |
Place of entity incorporation | Canada |
Tilray Deutschland GmbH [Member] | |
Accounting Policies [Line Items] | |
Date of entity incorporation | Nov. 3, 2016 |
Place of entity incorporation | Germany |
Pardal Holdings, Lda. [Member] | |
Accounting Policies [Line Items] | |
Date of entity incorporation | Apr. 5, 2017 |
Place of entity incorporation | Portugal |
Tilray Portugal Unipessoal Lda [Member] | |
Accounting Policies [Line Items] | |
Date of entity incorporation | Apr. 20, 2017 |
Place of entity incorporation | Portugal |
Tilray Australia New Zealand Pty. Ltd. [Member] | |
Accounting Policies [Line Items] | |
Date of entity incorporation | May 9, 2017 |
Place of entity incorporation | Australia |
Tilray Ventures Ltd. [Member] | |
Accounting Policies [Line Items] | |
Date of entity incorporation | Jun. 6, 2017 |
Place of entity incorporation | Ireland |
Manitoba Harvest Japan K.K. [Member] | |
Accounting Policies [Line Items] | |
Date of entity incorporation | Aug. 29, 2017 |
Place of entity incorporation | Japan |
High Park Holdings, Ltd. [Member] | |
Accounting Policies [Line Items] | |
Date of entity incorporation | Feb. 8, 2018 |
Place of entity incorporation | Canada |
Fresh Hemp Foods Ltd. [Member] | |
Accounting Policies [Line Items] | |
Date of entity incorporation | May 7, 2018 |
Place of entity incorporation | Canada |
Natura Naturals Holdings Inc [Member] | |
Accounting Policies [Line Items] | |
Date of entity incorporation | May 17, 2018 |
Place of entity incorporation | Canada |
National Cannabinoid Clinics Pty Ltd. [Member] | |
Accounting Policies [Line Items] | |
Date of entity incorporation | Sep. 19, 2018 |
Place of entity incorporation | Australia |
Tilray Latin America SpA [Member] | |
Accounting Policies [Line Items] | |
Date of entity incorporation | Nov. 19, 2018 |
Place of entity incorporation | Chile |
Tilray Portugal II, Lda. [Member] | |
Accounting Policies [Line Items] | |
Date of entity incorporation | Dec. 11, 2018 |
Place of entity incorporation | Portugal |
High Park Gardens Inc. [Member] | |
Accounting Policies [Line Items] | |
Date of entity incorporation | Feb. 7, 2019 |
Place of entity incorporation | Canada |
High Park Shops Inc. [Member] | |
Accounting Policies [Line Items] | |
Date of entity incorporation | Aug. 15, 2019 |
Place of entity incorporation | Canada |
Privateer Evolution, LLC. [Member] | |
Accounting Policies [Line Items] | |
Date of entity incorporation | Dec. 12, 2019 |
Place of entity incorporation | United States |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Summary of Estimated Useful Lives of Definite Life Intangible Assets (Detail) | 12 Months Ended |
Dec. 31, 2019 | |
Patents [Member] | |
Finite Lived Intangible Assets [Line Items] | |
Estimated useful lives of intangible assets | 4 years |
Customer Relationships [Member] | Minimum [Member] | |
Finite Lived Intangible Assets [Line Items] | |
Estimated useful lives of intangible assets | 14 years |
Customer Relationships [Member] | Maximum [Member] | |
Finite Lived Intangible Assets [Line Items] | |
Estimated useful lives of intangible assets | 16 years |
Developed Technology [Member] | |
Finite Lived Intangible Assets [Line Items] | |
Estimated useful lives of intangible assets | 10 years |
Websites [Member] | |
Finite Lived Intangible Assets [Line Items] | |
Estimated useful lives of intangible assets | 3 years |
Trademarks and Licenses [Member] | |
Finite Lived Intangible Assets [Line Items] | |
Definite life trademarks and licenses | Term of agreements |
Business Combinations - Additio
Business Combinations - Additional Information (Detail) - USD ($) $ in Thousands | Jul. 11, 2019 | Feb. 28, 2019 | Feb. 15, 2019 | Dec. 31, 2019 | Sep. 30, 2019 | [1] | Jun. 30, 2019 | [1] | Mar. 31, 2019 | [1] | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Business Acquisition [Line Items] | ||||||||||||||||||
Goodwill | $ 163,251 | $ 163,251 | ||||||||||||||||
Net loss | $ (219,148) | [1] | $ (36,351) | $ (36,301) | $ (29,369) | $ (31,010) | $ (18,699) | $ (12,833) | $ (5,181) | (321,169) | $ (67,723) | $ (7,809) | ||||||
Manitoba Harvest [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Working capital adjustment | $ 280 | |||||||||||||||||
Goodwill | 126,881 | |||||||||||||||||
Increase (decrease) in goodwill | (1,112) | |||||||||||||||||
Gross contractual amount | 6,340 | |||||||||||||||||
Business combination, acquired receivables, estimated uncollectible | 133 | |||||||||||||||||
Revenues | 58,029 | |||||||||||||||||
Net loss | (14,441) | |||||||||||||||||
Business combination, acquisition related expenses | 1,328 | |||||||||||||||||
Manitoba Harvest [Member] | Hemp Reportable Segment [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Goodwill | $ 126,881 | |||||||||||||||||
Natura Naturals Holdings Inc [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Goodwill | $ 29,314 | |||||||||||||||||
Increase (decrease) in goodwill | 2,340 | |||||||||||||||||
Revenues | 14,544 | |||||||||||||||||
Net loss | $ (125) | |||||||||||||||||
Business combination, acquisition related expenses | $ 824 | |||||||||||||||||
Acquired percentage of issued and outstanding shares | 97.00% | |||||||||||||||||
Natura Naturals Holdings Inc [Member] | Cannabis Reportable Segment [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Goodwill | $ 29,314 | |||||||||||||||||
Smith & Sinclair Ltd. [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Goodwill | $ 4,932 | |||||||||||||||||
Smith & Sinclair Ltd. [Member] | Hemp Reportable Segment [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Goodwill | 4,932 | |||||||||||||||||
Revenues | 1,633 | |||||||||||||||||
Net loss | $ (2,774) | |||||||||||||||||
[1] | In the fourth quarter of 2019, the Company adopted ASU 2016-01, ASC 842, ASC 606 and ASU 2018-07. Each interim period in 2019 has been recast to reflect the effects of this adoption. Refer to Note 2 for further discussion of the new accounting pronouncements recently adopted. |
Business Combinations - Schedul
Business Combinations - Schedule of Final Allocations of Purchase Price to Assets acquired and Liabilities Assumed (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Jul. 11, 2019 | Feb. 28, 2019 | Feb. 15, 2019 |
Assets | ||||
Goodwill | $ 163,251 | |||
Manitoba Harvest [Member] | ||||
Assets | ||||
Cash and cash equivalents | $ 5,534 | |||
Accounts receivable | 6,207 | |||
Inventory | 15,331 | |||
Prepayments and other current assets | 1,030 | |||
Property and equipment | 23,581 | |||
Intangible assets | 195,966 | |||
Goodwill | 126,881 | |||
Total assets | 374,530 | |||
Liabilities | ||||
Accounts payable | 4,973 | |||
Accrued expenses and other current liabilities | 4,911 | |||
Deferred tax liability | 54,393 | |||
Total liabilities | 64,277 | |||
Net assets acquired | $ 310,253 | |||
Natura Naturals Holdings Inc [Member] | ||||
Assets | ||||
Cash and cash equivalents | $ 169 | |||
Accounts receivable | 109 | |||
Inventory | 3,482 | |||
Prepayments and other current assets | 166 | |||
Property and equipment | 17,435 | |||
Intangible assets | 10,494 | |||
Goodwill | 29,314 | |||
Total assets | 61,169 | |||
Liabilities | ||||
Accounts payable | 3,280 | |||
Accrued expenses and other current liabilities | 876 | |||
Deferred tax liability | 2,781 | |||
Total liabilities | 6,937 | |||
Net assets acquired | $ 54,232 | |||
Smith & Sinclair Ltd. [Member] | ||||
Assets | ||||
Cash and cash equivalents | $ 137 | |||
Accounts receivable | 264 | |||
Inventory | 195 | |||
Prepayments and other current assets | 125 | |||
Property and equipment | 138 | |||
Intangible assets | 2,418 | |||
Goodwill | 4,932 | |||
Total assets | 8,209 | |||
Liabilities | ||||
Accounts payable | 220 | |||
Accrued expenses and other current liabilities | 89 | |||
Deferred tax liability | 459 | |||
Total liabilities | 768 | |||
Net assets acquired | $ 7,441 |
Business Combinations - Sched_2
Business Combinations - Schedule of Final Allocations of Purchase Price to Assets acquired and Liabilities Assumed (Parenthetical) (Details) - USD ($) $ in Thousands | Jul. 11, 2019 | Feb. 28, 2019 | Feb. 15, 2019 |
Manitoba Harvest [Member] | |||
Business Acquisition [Line Items] | |||
Intangible assets | $ 195,966 | ||
Natura Naturals Holdings Inc [Member] | |||
Business Acquisition [Line Items] | |||
Intangible assets | $ 10,494 | ||
Smith & Sinclair Ltd. [Member] | |||
Business Acquisition [Line Items] | |||
Intangible assets | $ 2,418 | ||
Trademarks [Member] | Manitoba Harvest [Member] | |||
Business Acquisition [Line Items] | |||
Intangible assets | 54,688 | ||
Trademarks [Member] | Smith & Sinclair Ltd. [Member] | |||
Business Acquisition [Line Items] | |||
Intangible assets | 1,670 | ||
Developed Technology [Member] | Manitoba Harvest [Member] | |||
Business Acquisition [Line Items] | |||
Intangible assets | 6,988 | ||
Customer Relationships [Member] | Manitoba Harvest [Member] | |||
Business Acquisition [Line Items] | |||
Intangible assets | $ 134,290 | ||
Licenses [Member] | Natura Naturals Holdings Inc [Member] | |||
Business Acquisition [Line Items] | |||
Intangible assets | $ 10,494 | ||
Patents [Member] | Smith & Sinclair Ltd. [Member] | |||
Business Acquisition [Line Items] | |||
Intangible assets | 690 | ||
Website [Member] | Smith & Sinclair Ltd. [Member] | |||
Business Acquisition [Line Items] | |||
Intangible assets | $ 58 |
Business Combinations - Sched_3
Business Combinations - Schedule of Final Purchase Price (Detail) - USD ($) $ in Thousands | Jul. 11, 2019 | Feb. 28, 2019 | Feb. 15, 2019 | |
Manitoba Harvest [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash paid on closing | $ 114,566 | |||
Cash paid six months after closing | 37,490 | |||
Working capital adjustment | 280 | |||
Contingent consideration | 29,207 | |||
Total fair value of consideration transferred | 310,253 | |||
Manitoba Harvest [Member] | Class 2 Common Stock [Member] | ||||
Business Acquisition [Line Items] | ||||
Class 2 common stock issued on closing | [1],[2],[3] | 96,844 | ||
Class 2 common stock issued six months after closing | [1] | $ 31,866 | ||
Natura Naturals Holdings Inc [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash paid on closing | $ 15,253 | |||
Contingent consideration | 20,007 | |||
Fair value of previously held interest | [4] | 1,565 | ||
Effective settlement of pre-existing debt | [5] | 2,308 | ||
Total fair value of consideration transferred | 54,232 | |||
Natura Naturals Holdings Inc [Member] | Class 2 Common Stock [Member] | ||||
Business Acquisition [Line Items] | ||||
Class 2 common stock issued on closing | [1],[2],[3] | $ 15,099 | ||
Smith & Sinclair Ltd. [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash paid on closing | $ 2,420 | |||
Contingent consideration | 1,812 | |||
Subscription rights | 20 | |||
Total fair value of consideration transferred | 7,441 | |||
Smith & Sinclair Ltd. [Member] | Class 2 Common Stock [Member] | ||||
Business Acquisition [Line Items] | ||||
Class 2 common stock issued on closing | [1],[2],[3] | $ 3,189 | ||
[1] | For the acquisition of Manitoba Harvest, 1,209,946 shares of Class 2 common stock were issued on closing and 899,306 shares of Class 2 common stock were issued six months after closing. | |||
[2] | For the acquisition of Natura, 180,332 shares of Class 2 common stock were issued on closing. | |||
[3] | For the acquisition of S&S, 79,289 shares of Class 2 common stock were issued on closing. | |||
[4] | The fair value of the Company’s previously held interest in Natura on the acquisition date was determined based on the fair value of total consideration transferred and reflected book value on the acquisition date. | |||
[5] | The Company held C$3,000 convertible debt of Natura at the acquisition date. On acquisition, this debt and related accrued interest was effectively settled. |
Business Combinations - Sched_4
Business Combinations - Schedule of Final Purchase Price (Parenthetical) (Detail) - CAD ($) $ in Thousands | Aug. 28, 2019 | Jul. 11, 2019 | Feb. 28, 2019 | Feb. 15, 2019 |
Manitoba Harvest [Member] | Class 2 Common Stock [Member] | ||||
Business Acquisition [Line Items] | ||||
Common stock issued | 899,306 | 1,209,946 | ||
Natura Naturals Holdings Inc [Member] | ||||
Business Acquisition [Line Items] | ||||
Convertible debt | $ 3,000 | |||
Natura Naturals Holdings Inc [Member] | Class 2 Common Stock [Member] | ||||
Business Acquisition [Line Items] | ||||
Common stock issued | 180,332 | |||
Smith & Sinclair Ltd. [Member] | Class 2 Common Stock [Member] | ||||
Business Acquisition [Line Items] | ||||
Common stock issued | 79,289 |
Business Combinations - Sched_5
Business Combinations - Schedule of Pro Forma Information (Detail) - Manitoba Harvest and Natura [Member] - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Business Acquisition [Line Items] | ||
Revenue | $ 178,885 | $ 107,786 |
Net loss | $ (325,760) | $ (74,444) |
Net loss per share - basic and diluted | $ (3.24) | $ (0.90) |
Business Combinations - Sched_6
Business Combinations - Schedule of Acquisition Related (Income) Expenses (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Business Combinations [Abstract] | ||
Acquisition and integration expenses | $ 15,487 | $ 248 |
Change in fair value of contingent consideration | (46,914) | |
Total | $ (31,427) | $ 248 |
ABG Profit Participation Arra_2
ABG Profit Participation Arrangement - Additional Information (Detail) - USD ($) | Jan. 01, 2021 | Jul. 01, 2020 | Jan. 01, 2020 | Oct. 01, 2019 | Apr. 01, 2019 | Feb. 28, 2019 | Jan. 14, 2019 | Jan. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2019 | Jan. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Class Of Stock [Line Items] | ||||||||||||||
Guaranteed minimum receipt | $ (4,504,000) | |||||||||||||
Cash paid | 14,201,000 | |||||||||||||
Stock issued during period, value, new issues | $ 160,792,000 | |||||||||||||
Prepayments and other current assets | $ 38,173,000 | 38,173,000 | 3,976,000 | |||||||||||
Additional paid-in capital | 705,671,000 | 705,671,000 | 302,057,000 | |||||||||||
Indefinite intangible asset, Cost | 82,870,000 | 82,870,000 | 2,984,000 | |||||||||||
Impairment of assets | 106,687,000 | |||||||||||||
Intangible assets, net | 228,828,000 | 228,828,000 | 4,486,000 | |||||||||||
Interest expenses recognized | $ (34,690,000) | $ (9,110,000) | $ (1,686,000) | |||||||||||
Class 2 Common Stock [Member] | Subsequent Event [Member] | ||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||
Stock issued during period, shares, new issues | 274,044 | |||||||||||||
ABG Intermediate Holdings Two LLC [Member] | ||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||
Percentage of participation rights | 49.00% | |||||||||||||
Term of receipt of guaranteed minimum revenue | 10 years | 10 years | ||||||||||||
Cash paid | $ 13,333,000 | 16,667,000 | $ 20,000,000 | |||||||||||
Proceeds from participation rights distributions | 5,000,000 | |||||||||||||
Prepayments and other current assets | 671,000 | $ 671,000 | ||||||||||||
Finance receivable and other assets | 6,653,000 | 6,653,000 | ||||||||||||
Additional paid-in capital | $ 30,253,000 | $ 30,253,000 | ||||||||||||
Discount rate | 12.00% | 12.00% | ||||||||||||
Indefinite intangible asset, Cost | $ 16,765,000 | $ 16,765,000 | ||||||||||||
Impairment of assets | $ 102,601,000 | |||||||||||||
Discounted cash flow effective interest rate | 9.00% | |||||||||||||
Interest expenses recognized | $ 448,000 | |||||||||||||
ABG Intermediate Holdings Two LLC [Member] | Trademarks and Licenses [Member] | ||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||
Intangible assets, net | $ 7,117,000 | $ 7,117,000 | ||||||||||||
ABG Intermediate Holdings Two LLC [Member] | Scenario Forecast [Member] | ||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||
Quarterly royalty payment in 2021 and thereafter | $ 375,000 | |||||||||||||
ABG Intermediate Holdings Two LLC [Member] | Class 2 Common Stock [Member] | ||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||
Stock issued during period, shares, new issues | 840,107 | 840,107 | ||||||||||||
Stock issued during period, value, new issues | $ 83,333,000 | |||||||||||||
ABG Intermediate Holdings Two LLC [Member] | Minimum [Member] | ||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||
Guaranteed minimum receipt | $ 10,000,000 | |||||||||||||
Guaranteed minimum royalty payment | $ 500,000 | $ 500,000 | ||||||||||||
ABG Intermediate Holdings Two LLC [Member] | Minimum [Member] | Scenario Forecast [Member] | ||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||
Guaranteed minimum royalty payment | $ 500,000 | |||||||||||||
ABG Intermediate Holdings Two LLC [Member] | Minimum [Member] | Subsequent Event [Member] | ||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||
Guaranteed minimum royalty payment | $ 500,000 |
Inventory - Schedule of Invento
Inventory - Schedule of Inventory (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 15,926 | $ 2,132 |
Work-in-process | 53,973 | 12,812 |
Finished goods | 17,962 | 1,267 |
Total Inventory | $ 87,861 | $ 16,211 |
Inventory - Schedule of Inven_2
Inventory - Schedule of Inventory Valuation Adjustments Included in Cost of Sales (Detail) - Inventory Valuation and Obsolescence [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Inventory [Line Items] | |||
Inventory valuation adjustments | $ 68,583 | $ 4,561 | $ 617 |
Raw Materials [Member] | |||
Inventory [Line Items] | |||
Inventory valuation adjustments | 788 | ||
Work In Process [Member] | |||
Inventory [Line Items] | |||
Inventory valuation adjustments | 61,302 | $ 4,561 | $ 617 |
Finished Goods [Member] | |||
Inventory [Line Items] | |||
Inventory valuation adjustments | $ 6,493 |
Inventory - Additional Informat
Inventory - Additional Information (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Inventory [Line Items] | |
Loss on advance payment on future purchases of inventory to secure supply | $ 15,325 |
Cannabis [Member] | |
Inventory [Line Items] | |
Inventory write-downs | 49,378 |
Hemp [Member] | |
Inventory [Line Items] | |
Inventory write-downs | $ 3,880 |
Prepayments and Other Current_3
Prepayments and Other Current Assets - Schedule of Prepayments and Other Current Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Prepaid Expense And Other Assets Current [Abstract] | ||
Deposits | $ 25,490 | $ 1,511 |
Prepayments | 5,847 | 1,496 |
Taxes receivable | 6,165 | 969 |
ABG finance receivable - current | 671 | |
Total | $ 38,173 | $ 3,976 |
Prepayments and Other Current_4
Prepayments and Other Current Assets - Additional Information (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Prepayments And Other Assets Current [Line Items] | |
Write off Deposits | $ 15,325 |
Cannabis [Member] | |
Prepayments And Other Assets Current [Line Items] | |
Write off Deposits | 14,154 |
Hemp [Member] | |
Prepayments And Other Assets Current [Line Items] | |
Write off Deposits | $ 1,171 |
Investments - Additional Inform
Investments - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Schedule Of Available For Sale Securities [Line Items] | |||
Short-term investments | $ 0 | ||
Realized gain (loss) on equity investments | 0 | ||
Unrealized losses on equity Investments | 939,000 | ||
Impairments or adjustments equity investments under measurement alternative | 0 | ||
Investment in joint venture under the equity method | 11,448,000 | ||
Property and equipment, net | 184,217,000 | $ 80,214,000 | |
Short-term and long-term investments | $ 5,047,000 | 16,911,000 | $ 0 |
Anheuser-Busch InBev [Member] | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Percentage of ownership | 50.00% | ||
Percentage of voting interest | 50.00% | ||
Fluent [Member] | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Percentage of ownership | 50.00% | ||
Investment in joint venture under the equity method | $ 7,836,000 | ||
Fluent [Member] | Joint Venture [Member] | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Percentage of ownership | 50.00% | ||
Percentage of voting interest | 50.00% | ||
Investment in joint venture under the equity method | $ 12,000,000 | ||
Payments to acquire equipment | 4,300,000 | ||
Property and equipment, net | 4,300,000 | ||
Fluent [Member] | Joint Venture [Member] | Accounts Receivable [Member] | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Total fees charged | $ 388,000 | ||
Cannfections [Member] | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Percentage of ownership | 50.00% | ||
Investment in joint venture under the equity method | $ 3,612,000 | ||
Cannfections [Member] | Joint Venture [Member] | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Percentage of ownership | 50.00% | ||
Percentage of voting interest | 50.00% | ||
Investment in joint venture under the equity method | $ 3,600,000 | ||
Cannfections [Member] | Joint Venture [Member] | Class 2 Common Stock [Member] | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Investment in joint venture under the equity method | $ 1,699,000 | ||
Convertible Debt Instrument [Member] | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Convertible debt instruments contractual maturity | 2022 | ||
Convertible Debt Instrument [Member] | Minimum [Member] | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Convertible debt instruments with interest rates | 10.00% | ||
Convertible Debt Instrument [Member] | Maximum [Member] | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Convertible debt instruments with interest rates | 12.00% | ||
Short-term Investments [Member] | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Total unrealized gains recognized to accumulated other comprehensive loss | $ 0 | 32,000 | |
Available-for-sale securities, Gross unrealized losses | 0 | 64,000 | |
Short-term and long-term investments | 30,335,000 | ||
Short-term Investments [Member] | Other Income [Member] | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Gross realized gains on the sale of short-term investments | 2,631,000 | ||
Long-term Investments [Member] | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Available-for-sale securities, Gross unrealized losses | 803,000 | ||
Short-term and long-term investments | 16,911,000 | ||
Long-term Investments [Member] | Investment in Equities [Member] | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Available-for-sale securities, Gross unrealized losses | 17,000 | 803,000 | |
Short-term and long-term investments | $ 16,911,000 | ||
Cash [Member] | Cannfections [Member] | Joint Venture [Member] | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Investment in joint venture under the equity method | $ 1,901,000 |
Investments - Summary of Long-t
Investments - Summary of Long-term Investments (Detail) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Investments Debt And Equity Securities [Abstract] | |||
Equity investments measured at fair value | $ 4,183,000 | ||
Equity investments under measurement alternative | 14,954,000 | ||
Debt securities classified as available-for-sale method | 5,047,000 | $ 16,911,000 | $ 0 |
Total other investments | $ 24,184,000 | $ 16,911,000 |
Investments - Summary of Owners
Investments - Summary of Ownership Interests in Equity Method Investments (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Schedule Of Equity Method Investments [Line Items] | |
Carrying value | $ 11,448 |
Loss from equity method investments | $ 4,504 |
Fluent [Member] | |
Schedule Of Equity Method Investments [Line Items] | |
Approximate ownership % | 50.00% |
Carrying value | $ 7,836 |
Loss from equity method investments | $ 4,437 |
Cannfections [Member] | |
Schedule Of Equity Method Investments [Line Items] | |
Approximate ownership % | 50.00% |
Carrying value | $ 3,612 |
Loss from equity method investments | $ 67 |
Investments - Summary of Financ
Investments - Summary of Financial Information for Equity Method Investments (Detail) - Equity Method Investments [Member] $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Schedule Of Equity Method Investments [Line Items] | |
Current assets | $ 13,942 |
Non current assets | 4,987 |
Current liabilities | 1,561 |
Revenues | 113 |
Gross profit | 78 |
Net loss | $ (9,008) |
Investments - Summary of Availa
Investments - Summary of Available for Sale Securities (Detail) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Schedule Of Available For Sale Securities [Line Items] | |||
Available-for-sale securities, fair value | $ 5,047,000 | $ 16,911,000 | $ 0 |
Short-term Investments [Member] | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Available-for-sale securities, amortized costs | 30,367,000 | ||
Available-for-sale securities, Gross unrealized gains | 0 | 32,000 | |
Available-for-sale securities, Gross unrealized losses | 0 | 64,000 | |
Available-for-sale securities, fair value | 30,335,000 | ||
Short-term Investments [Member] | Treasury Bills [Member] | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Available-for-sale securities, amortized costs | 30,367,000 | ||
Available-for-sale securities, Gross unrealized gains | 32,000 | ||
Available-for-sale securities, Gross unrealized losses | 64,000 | ||
Available-for-sale securities, fair value | 30,335,000 | ||
Long-term Investments [Member] | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Available-for-sale securities, amortized costs | 17,714,000 | ||
Available-for-sale securities, Gross unrealized losses | 803,000 | ||
Available-for-sale securities, fair value | 16,911,000 | ||
Long-term Investments [Member] | Investment in Equities [Member] | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Available-for-sale securities, amortized costs | 17,714,000 | ||
Available-for-sale securities, Gross unrealized losses | $ 17,000 | 803,000 | |
Available-for-sale securities, fair value | $ 16,911,000 |
Investments - Summary of Equity
Investments - Summary of Equity Investments (Detail) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Schedule Of Available For Sale Securities [Line Items] | |||
Investment in equities | $ 5,047,000 | $ 16,911,000 | $ 0 |
Cost Method of Accounting [Member] | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Investment in equities | 15,066,000 | ||
Available for sale method [Member] | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Investment in equities | $ 1,845,000 |
Property and Equipment, Net - S
Property and Equipment, Net - Summary of Property and Equipment (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 201,334 | $ 87,714 |
Less: accumulated depreciation | (17,117) | (7,500) |
Total | 184,217 | 80,214 |
Land [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 6,417 | 4,498 |
Buildings and Leasehold Improvements [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 109,172 | 51,111 |
Laboratory and Manufacturing Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 31,173 | 6,131 |
Office and Computer Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 2,659 | 970 |
ROU Assets under Capital Lease [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 14,753 | 9,661 |
Construction in Process [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 37,160 | $ 15,343 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Property Plant And Equipment [Line Items] | |||
Depreciation expenses | $ 9,282 | $ 3,410 | $ 1,457 |
Property, plant and equipment additions | 119,184 | 44,451 | |
Non-cash finance lease asset | 4,617 | 114 | |
Loss on disposal of property and equipment | 2,436 | (2) | 11 |
General Office Space and Equipment [Member] | |||
Property Plant And Equipment [Line Items] | |||
Depreciation expenses | 1,783 | 149 | 95 |
Construction in Process [Member] | |||
Property Plant And Equipment [Line Items] | |||
Capitalized interest | 652 | 158 | 34 |
Cost of Sales [Member] | |||
Property Plant And Equipment [Line Items] | |||
Depreciation expenses | $ 4,242 | $ 1,964 | $ 1,303 |
Leases - Additional Information
Leases - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Lessee Lease Description [Line Items] | |||
Operating lease weighted-average remaining lease terms | 9 years | ||
Finance lease weighted-average remaining lease terms | 4 years | ||
Operating and finance lease, options to terminate | 1 year | ||
Rent expenses under operating leases | $ 745 | $ 175 | |
Maximum [Member] | |||
Lessee Lease Description [Line Items] | |||
Operating and finance lease, options to extend | 10 years |
Leases - Summary of Components
Leases - Summary of Components of Lease Expense (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Finance lease cost | |
Amortization of ROU assets | $ 588 |
Interest on lease liabilities | 370 |
Operating lease expenses | 2,519 |
Short term lease expenses | 256 |
Sublease income | (230) |
Total lease expenses | $ 3,503 |
Leases - Summary of Supplementa
Leases - Summary of Supplemental Cash Flow Information Related to Leases (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Cash paid for amounts included in the measurement of lease liabilities: | |
Operating cash flows from operating leases | $ 2,312 |
Operating cash flows from finance leases | 336 |
Financing cash flows from finance leases | 504 |
Non-cash additions to ROU assets and lease liabilities | |
Operating leases | 16,043 |
Finance leases | $ 4,617 |
Leases - Summary of Other Infor
Leases - Summary of Other Information About Lease Amounts Recognized in the Financial Statements (Detail) | Dec. 31, 2019 |
Leases [Abstract] | |
Operating lease weighted-average remaining lease terms | 9 years |
Finance lease weighted-average remaining lease terms | 4 years |
Weighted-average discount rate – operating leases | 5.73% |
Weighted-average discount rate – finance leases | 8.42% |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Rental Payments Under All Non-cancelable Capital and Operating Leases (Detail) $ in Thousands | Dec. 31, 2018USD ($) |
Operating leases future minimum payments | |
2019 | $ 916 |
2020 | 857 |
2021 | 727 |
2022 | 589 |
2023 | 510 |
Thereafter | 1,372 |
Total | 4,971 |
Capital leases future minimum payments | |
2019 | 733 |
2020 | 733 |
2021 | 733 |
2022 | 733 |
2023 | 183 |
Total | $ 3,115 |
Leases - Schedule of Supplement
Leases - Schedule of Supplemental Cash Flow Information of the Leases Prior to the Adoption of ASC 842 (Detail) - Topic 840 [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Non-cash financing activities | ||
Capital lease obligation | $ 8,958 | |
Non-cash investing | ||
Addition to property and equipment under capital lease | $ 114 | $ 8,958 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Finite and Indefinite Lived Intangible Assets [Line Items] | |||
Definite-lived intangible asset, Cost | $ 158,035 | $ 158,035 | $ 3,755 |
Definite-lived intangible asset, Accumulated Amortization | 12,077 | 12,077 | 2,253 |
Definite-lived intangible asset, Net | 145,958 | 145,958 | 1,502 |
Indefinite-lived intangible asset, Cost | 189,557 | 189,557 | 2,984 |
Indefinite-lived intangible asset, Impairment | 106,687 | ||
Indefinite-lived intangible asset, Net | 82,870 | 82,870 | 2,984 |
Total intangible asset, Cost | 347,592 | 347,592 | 6,739 |
Impairment of assets | 106,687 | ||
Total intangible asset, Net | 228,828 | 228,828 | 4,486 |
Patents [Member] | |||
Finite and Indefinite Lived Intangible Assets [Line Items] | |||
Definite-lived intangible asset, Cost | 716 | 716 | |
Definite-lived intangible asset, Accumulated Amortization | 99 | 99 | |
Definite-lived intangible asset, Net | 617 | 617 | |
Customer Relationships [Member] | |||
Finite and Indefinite Lived Intangible Assets [Line Items] | |||
Definite-lived intangible asset, Cost | 135,953 | 135,953 | |
Definite-lived intangible asset, Accumulated Amortization | 7,132 | 7,132 | |
Definite-lived intangible asset, Net | 128,821 | 128,821 | |
Developed Technology [Member] | |||
Finite and Indefinite Lived Intangible Assets [Line Items] | |||
Definite-lived intangible asset, Cost | 7,074 | 7,074 | |
Definite-lived intangible asset, Accumulated Amortization | 590 | 590 | |
Definite-lived intangible asset, Net | 6,484 | 6,484 | |
Websites [Member] | |||
Finite and Indefinite Lived Intangible Assets [Line Items] | |||
Definite-lived intangible asset, Cost | 5,157 | 5,157 | 3,755 |
Definite-lived intangible asset, Accumulated Amortization | 3,331 | 3,331 | 2,253 |
Definite-lived intangible asset, Net | 1,826 | 1,826 | 1,502 |
Trademarks and Licenses [Member] | |||
Finite and Indefinite Lived Intangible Assets [Line Items] | |||
Definite-lived intangible asset, Cost | 9,135 | 9,135 | |
Definite-lived intangible asset, Accumulated Amortization | 925 | 925 | |
Definite-lived intangible asset, Net | 8,210 | 8,210 | |
Cultivation License [Member] | |||
Finite and Indefinite Lived Intangible Assets [Line Items] | |||
Indefinite-lived intangible asset, Cost | 10,689 | 10,689 | |
Indefinite-lived intangible asset, Net | 10,689 | 10,689 | |
Alef License [Member] | |||
Finite and Indefinite Lived Intangible Assets [Line Items] | |||
Definite-lived intangible asset, Impairment | 4,086 | ||
Indefinite-lived intangible asset, Cost | 4,086 | 4,086 | 2,984 |
Indefinite-lived intangible asset, Impairment | 4,086 | ||
Indefinite-lived intangible asset, Net | $ 2,984 | ||
Trademarks [Member] | |||
Finite and Indefinite Lived Intangible Assets [Line Items] | |||
Indefinite-lived intangible asset, Cost | 55,416 | 55,416 | |
Indefinite-lived intangible asset, Net | 55,416 | 55,416 | |
Rights under ABG Profit Participation Arrangement [Member] | |||
Finite and Indefinite Lived Intangible Assets [Line Items] | |||
Indefinite-lived intangible asset, Cost | 119,366 | 119,366 | |
Indefinite-lived intangible asset, Impairment | 102,601 | ||
Indefinite-lived intangible asset, Net | $ 16,765 | $ 16,765 |
Intangible Assets - Additional
Intangible Assets - Additional Information (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Finite Lived Intangible Assets [Line Items] | ||||
Intangible assets available for use | $ 145,958,000 | $ 145,958,000 | $ 1,502,000 | |
Amortization expenses for intangible assets | 9,824,000 | 374,000 | $ 549,000 | |
Finite lived intangible assets amortization expenses, 2020 | 11,674,000 | 11,674,000 | ||
Finite lived intangible assets amortization expenses, 2021 | 11,328,000 | 11,328,000 | ||
Finite lived intangible assets amortization expenses, 2022 | 10,757,000 | 10,757,000 | ||
Finite lived intangible assets amortization expenses, 2023 | 10,428,000 | 10,428,000 | ||
Finite lived intangible assets amortization expenses, 2024 | 10,423,000 | 10,423,000 | ||
Finite lived intangible assets amortization expenses, thereafter | 91,348,000 | 91,348,000 | ||
Non-cash impairment charge of intangible assets | 102,601,000 | |||
Intangible Assets Not Yet Available For Use [Member] | ||||
Finite Lived Intangible Assets [Line Items] | ||||
Intangible assets available for use | 0 | $ 0 | $ 3,027,000 | |
Alef License [Member] | ||||
Finite Lived Intangible Assets [Line Items] | ||||
Definite-lived intangible asset, Impairment | $ 4,086,000 |
Goodwill - Schedule of Change i
Goodwill - Schedule of Change in Carrying Amount of Goodwill (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Goodwill [Line Items] | |
Foreign currency translation adjustment | $ 2,124 |
Goodwill, Ending balance | 163,251 |
Manitoba Harvest [Member] | |
Goodwill [Line Items] | |
Acquisition | 126,881 |
Natura [Member] | |
Goodwill [Line Items] | |
Acquisition | 29,314 |
S & S Acquisition [Member] | |
Goodwill [Line Items] | |
Acquisition | 4,932 |
Hemp [Member] | |
Goodwill [Line Items] | |
Foreign currency translation adjustment | 1,501 |
Goodwill, Ending balance | 133,314 |
Hemp [Member] | Manitoba Harvest [Member] | |
Goodwill [Line Items] | |
Acquisition | 126,881 |
Hemp [Member] | S & S Acquisition [Member] | |
Goodwill [Line Items] | |
Acquisition | 4,932 |
Cannabis [Member] | |
Goodwill [Line Items] | |
Foreign currency translation adjustment | 623 |
Goodwill, Ending balance | 29,937 |
Cannabis [Member] | Natura [Member] | |
Goodwill [Line Items] | |
Acquisition | $ 29,314 |
Accounts Payable, Accrued Exp_3
Accounts Payable, Accrued Expenses, and Other Current Liabilities - Summary of Accounts Payable, Accrued Expenses and Other Current Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Accounts Payable Accrued Liabilities And Other Current Liabilities [Line Items] | ||
Accounts payable - trade | $ 39,057 | $ 9,716 |
Accounts payable - related parties | 68 | 933 |
Total accounts payable | 39,125 | 10,649 |
Accrued payroll and employment related withholding taxes | 24,765 | 3,278 |
Other accrued expenses and current liabilities | 17,032 | 5,673 |
Accrued interest on convertible notes | 5,938 | 5,302 |
Accrued legal and professional fees | 1,174 | 565 |
Contingent consideration for acquisitions | 420 | |
Total accrued expenses and other current liabilities | 50,829 | $ 14,818 |
ABG [Member] | ||
Accounts Payable Accrued Liabilities And Other Current Liabilities [Line Items] | ||
ABG finance liability - current | $ 1,500 |
Accounts Payable, Accrued Exp_4
Accounts Payable, Accrued Expenses, and Other Current Liabilities - Additional Information (Detail) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2019 | Dec. 02, 2019 | Jul. 11, 2019 | Feb. 28, 2019 | Feb. 15, 2019 | |
Accounts Payable Accrued Liabilities And Other Current Liabilities [Line Items] | |||||
Change in fair value of contingent consideration | $ (46,914,000) | ||||
Contingent consideration for acquisitions, current | 420,000 | ||||
Manitoba Harvest [Member] | |||||
Accounts Payable Accrued Liabilities And Other Current Liabilities [Line Items] | |||||
Contingent consideration | $ 29,207,000 | ||||
Change in fair value of contingent consideration | |||||
Natura Naturals Holdings Inc [Member] | |||||
Accounts Payable Accrued Liabilities And Other Current Liabilities [Line Items] | |||||
Contingent consideration | $ 20,007,000 | ||||
Change in fair value of contingent consideration | |||||
Natura Naturals Holdings Inc [Member] | Class 2 Common Stock [Member] | |||||
Accounts Payable Accrued Liabilities And Other Current Liabilities [Line Items] | |||||
Business acquisition contingent consideration settlement amount | $ 4,450,000 | ||||
Natura Naturals Holdings Inc [Member] | Promissory Notes [Member] | |||||
Accounts Payable Accrued Liabilities And Other Current Liabilities [Line Items] | |||||
Contingent consideration | $ 20,007,000 | ||||
Smith & Sinclair Ltd. [Member] | |||||
Accounts Payable Accrued Liabilities And Other Current Liabilities [Line Items] | |||||
Contingent consideration | $ 1,812,000 | ||||
Contingent consideration for acquisitions, current | $ 420,000 | ||||
Maximum [Member] | Manitoba Harvest [Member] | |||||
Accounts Payable Accrued Liabilities And Other Current Liabilities [Line Items] | |||||
Contingent consideration | $ 37,129,000 |
Convertible Notes - Additional
Convertible Notes - Additional Information (Detail) - Convertible Senior Notes Due 2023 [Member] $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2019USD ($)shares$ / shares | Dec. 31, 2018USD ($) | |
Debt Instrument [Line Items] | ||
Debt instrument, face amount | $ 475,000 | $ 475,000 |
Proceeds from issuance of debt | $ 460,134 | |
Debt instrument interest payment term | The convertible notes bear interest at a rate of 5.00% per annum, payable semi-annually in arrears on April 1 and October 1 of each year, beginning on April 1, 2019. | |
Convertible debt instruments with interest rates | 5.00% | |
Debt instrument maturity period | Oct. 1, 2023 | |
Debt instrument, periodic payment of principal amount | $ 0 | |
Debt instrument, term | 5 years | |
Debt instrument, default condition | To the extent the Company so elects, the sole remedy for an event of default relating to certain failures by the Company to comply with certain reporting covenants in the Indenture will, for the first 365 days after such event of default, consist exclusively of the right to receive additional interest on the notes. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of our common stock or a combination of cash and shares of the Company’s common stock, at the Company’s election (the “cash conversion option”). | |
Conversion rate of convertible notes | 5.9735 | |
Conversion price per share | $ / shares | $ 167.41 | |
Debt instrument, convertible, number of common stock | shares | 2,837 | |
Debt instrument, convertible, value of embedded conversion option | $ 57,595 | |
Debt instrument, effective interest rate | 8.00% | |
Transaction costs attributable to the convertible notes | $ 13,467 | |
Offering costs attributable to the equity component | 1,398 | |
Unamortized debt discount | $ 34,219 | $ 41,687 |
Debt instrument, convertible, remaining term of accretion of convertible notes | 45 months |
Convertible Notes - Schedule of
Convertible Notes - Schedule of Components of Net Carrying Amount of Convertible Notes (Detail) - Convertible Senior Notes Due 2023 [Member] - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||
5.00% convertible notes | $ 475,000 | $ 475,000 |
Unamortized discount | (34,219) | (41,687) |
Unamortized transaction costs | (10,571) | (12,946) |
Net carrying amount | $ 430,210 | $ 420,367 |
Convertible Notes - Schedule _2
Convertible Notes - Schedule of Interest Expenses Schedule of Interest Expenses Related to Convertible Notes (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Debt Instrument [Line Items] | |||
Contractual coupon interest | $ 5,669 | $ 693 | |
Amortization of discount | $ 9,843 | 2,180 | |
Convertible Senior Notes Due 2023 [Member] | |||
Debt Instrument [Line Items] | |||
Contractual coupon interest | 23,750 | 5,302 | |
Amortization of discount | 7,468 | 2,152 | |
Amortization of direct issue costs | 2,375 | 28 | |
Total | $ 33,593 | $ 7,482 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Capital Stock (Detail) | 12 Months Ended |
Dec. 31, 2019$ / sharesshares | |
Class 1 Common Stock [Member] | |
Class Of Stock [Line Items] | |
Common stock, par value | $ / shares | $ 0.0001 |
Common stock, shares authorized | shares | 250,000,000 |
Common stock voting rights | 10 votes for each share |
Class 2 Common Stock [Member] | |
Class Of Stock [Line Items] | |
Common stock, par value | $ / shares | $ 0.0001 |
Common stock, shares authorized | shares | 500,000,000 |
Common stock voting rights | 1 vote for each share |
Preferred Stock [Member] | |
Class Of Stock [Line Items] | |
Convertible preferred stock | $ / shares | $ 0.0001 |
Convertible preferred stock shares authorized | shares | 10,000,000 |
Convertible preferred stock voting rights | N/A |
Stockholders' Equity - Summar_2
Stockholders' Equity - Summary of Capital Stock (Parenthetical) (Detail) | Dec. 31, 2019Vote |
Class 1 Common Stock [Member] | |
Class Of Stock [Line Items] | |
Common stock, votes for each share | 10 |
Class 2 Common Stock [Member] | |
Class Of Stock [Line Items] | |
Common stock, votes for each share | 1 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) | Dec. 02, 2019shares | Sep. 10, 2019USD ($) | Jul. 11, 2019USD ($) | Aug. 31, 2019$ / sharesshares | Jul. 31, 2019$ / sharesshares | Mar. 31, 2019$ / sharesshares | Feb. 28, 2019$ / sharesshares | Jan. 31, 2019$ / sharesshares | Dec. 31, 2019USD ($)shares | Dec. 31, 2018USD ($) |
Class Of Stock [Line Items] | ||||||||||
Shares issued for common stock at-the-market, net of issuance costs | $ | $ 160,792,000 | |||||||||
S & S Acquisition [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Cash consideration | $ | $ 2,420,000 | |||||||||
Downstream Merger [Member] | Agreement and Plan of Merger and Reorganization with Privateer Holdings, Inc. (“Privateer”) | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Conversion rate | 0.0107290 | |||||||||
Cash consideration | $ | $ 0 | |||||||||
Class 2 Common Stock [Member] | Cowen And Company LLC [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Stock issued during period, shares, new issues | 5,396,501 | |||||||||
Shares issued for common stock at-the-market, net of issuance costs | $ | $ 400,000,000 | |||||||||
Proceeds from issuance of common stock, gross | $ | $ 113,543,000 | |||||||||
Proceeds from issuance of common stock, net | $ | $ 111,073,000 | |||||||||
Class 2 Common Stock [Member] | Natura Acquisition [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Stock issued during period, shares, new issues | 180,332 | |||||||||
Share Price | $ / shares | $ 83.73 | |||||||||
Class 2 Common Stock [Member] | Contingent Consideration [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Stock issued during period, shares, new issues | 238,826 | |||||||||
Class 2 Common Stock [Member] | Manitoba Harvest Acquisition [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Stock issued during period, shares, new issues | 899,306 | 1,209,946 | ||||||||
Share Price | $ / shares | $ 35.48 | $ 80.04 | ||||||||
Class 2 Common Stock [Member] | S & S Acquisition [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Stock issued during period, shares, new issues | 79,289 | |||||||||
Share Price | $ / shares | $ 40.22 | |||||||||
Class 2 Common Stock [Member] | ABG [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Stock issued during period, shares, new issues | 840,107 | 840,107 | ||||||||
Share Price | $ / shares | $ 79.35 | $ 79.35 | ||||||||
Fair value of common stock, per share | $ / shares | $ 59.77 | $ 89.13 | ||||||||
Class 2 Common Stock [Member] | Downstream Merger [Member] | Agreement and Plan of Merger and Reorganization with Privateer Holdings, Inc. (“Privateer”) | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Capital stock outstanding prior to the effective time of the merger, cancelled and automatically converted solely into the right to receive the applicable portion of an aggregate shares | 58,333,333 | |||||||||
Class 1 Common Stock [Member] | Downstream Merger [Member] | Agreement and Plan of Merger and Reorganization with Privateer Holdings, Inc. (“Privateer”) | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Capital stock outstanding prior to the effective time of the merger, cancelled and automatically converted solely into the right to receive the applicable portion of an aggregate shares | 16,666,667 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) | 12 Months Ended | |||
Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2017USD ($)$ / shares | May 21, 2018shares | |
Downstream Merger [Member] | Agreement and Plan of Merger and Reorganization with Privateer Holdings, Inc. (“Privateer”) | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Conversion rate | 0.0107290 | |||
Original Stock Option Plan [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Allocated share-based compensation expenses | $ 469,000 | $ 359,000 | $ 139,000 | |
Stock options granted | shares | 0 | |||
Shares reserved for future issuance | shares | 3,134,431 | |||
Percentage of stock issuance under the plan | 100.00% | |||
Share based compensation arrangement by share based payment award vesting period from grant date | 4 years | |||
Vested options expire, if not exercised for periods from the date of grant | 10 years | |||
Weighted average fair values of stock options granted, per share | $ / shares | $ 0 | $ 3.05 | $ 1.79 | |
Intrinsic values of stock options exercised | $ 350,000 | $ 176,000 | $ 19,000 | |
Unrecognized compensation expenses | $ 0 | $ 557,000 | ||
Unrecognized stock-based compensation expense to be recognized in period, years | 0 years | 1 year 1 month 6 days | ||
Fair values of stock option vested | $ 669,000 | $ 276,000 | $ 145,000 | |
Original Stock Option Plan [Member] | Downstream Merger [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Shares, Converted with Downstream Merger | shares | 692,843 | |||
Original Stock Option Plan [Member] | Downstream Merger [Member] | Agreement and Plan of Merger and Reorganization with Privateer Holdings, Inc. (“Privateer”) | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Shares, Converted with Downstream Merger | shares | 692,843 | |||
Conversion of stock options | shares | 3,134,431 | |||
Shares vested | shares | 2,404,000 | |||
Conversion rate | 1.07290 | |||
2018 Equity Incentive Plan [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Allocated share-based compensation expenses | $ 31,373,000 | $ 20,629,000 | ||
2018 Equity Incentive Plan [Member] | Class 2 common stock [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Shares reserved for future issuance | shares | 9,199,338 | |||
Common shares reserved for issuance, annual automatic increase percentage | 4.00% | |||
2018 Equity Incentive Plan [Member] | Maximum [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Share-based compensation, grant term | 10 years | |||
2018 Equity Incentive Plan [Member] | Maximum [Member] | Class 2 common stock [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number Of Common Stock Reserved For Issuance Term | 10 years | |||
2018 Equity Incentive Plan [Member] | Non-Employee Director [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock Granted Fair Value Share Based Compensation | $ 1,000,000 | |||
2018 Equity Incentive Plan [Member] | Non-Employee Director [Member] | Maximum [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock Granted Value Share Based Compensation | $ 500,000,000 | |||
2018 Equity Incentive Plan [Member] | Restricted Stock Units (RSUs) [Member] | Maximum [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Vesting period | 4 years | |||
2018 Equity Incentive Plan [Member] | Restricted Stock Units (RSUs) [Member] | Minimum [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Vesting period | 3 years | |||
2018 Equity Incentive Plan [Member] | Time-based Stock Options [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock options granted | shares | 10,000 | |||
Weighted average fair values of stock options granted, per share | $ / shares | $ 40.11 | $ 7.74 | ||
Intrinsic values of stock options exercised | $ 29,655,000 | $ 0 | ||
Unrecognized compensation expenses | $ 23,649,000 | $ 38,250,000 | ||
Unrecognized stock-based compensation expense to be recognized in period, years | 1 year 10 months 24 days | 2 years 9 months 18 days | ||
Fair values of stock option vested | $ 16,708,000 | $ 5,508,000 | ||
2018 Equity Incentive Plan [Member] | SARs [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Share-based compensation, number of other than optins issued | shares | 0 | |||
2018 Equity Incentive Plan [Member] | SARs [Member] | Maximum [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Share-based compensation, grant term | 10 years | |||
2018 Equity Incentive Plan [Member] | Stock Options and Restricted Stock Units [Member] | Class 2 common stock [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Shares reserved for future issuance | shares | 12,926,172 | |||
2018 Equity Incentive Plan [Member] | Performance-based Stock Options [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Weighted average fair values of stock options granted, per share | $ / shares | $ 0 | $ 4.15 | ||
Intrinsic values of stock options exercised | $ 5,054,000 | $ 0 | ||
Unrecognized compensation expenses | $ 0 | $ 593,000 | ||
Unrecognized stock-based compensation expense to be recognized in period, years | 0 years | 7 months 6 days | ||
Fair values of stock option vested | $ 1,246,000 | $ 1,246,000 | ||
2018 Equity Incentive Plan [Member] | Time-based RSU [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Unrecognized stock-based compensation expense to be recognized in period, years | 2 years 3 months 18 days | 3 years 2 months 12 days | ||
Share-based compensation, number of other than optins issued | shares | 1,423,392 | 237,222 | ||
Unrecognized stock-based compensation expense | $ 41,898,000 | $ 10,336,000 | ||
Intrinsic values of RSUs vested | 3,446,000 | 0 | ||
Fair value of RSUs vested | $ 4,667,000 | $ 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 to be recognized in period, years | 1 year | 1 year 8 months 12 days | ||
Share-based compensation, number of other than optins issued | shares | 265,625 | 1,050,000 | ||
Unrecognized stock-based compensation expense | $ 330,000 | $ 1,882,000 | ||
Intrinsic values of RSUs vested | 46,423,000 | 0 | ||
Fair value of RSUs vested | $ 6,087,000 | $ 0 | ||
2018 Equity Incentive Plan [Member] | Downstream Merger [Member] | Time-based Stock Options [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Weighted average fair values of stock options granted, per share | $ / shares | $ 2.37 | |||
Intrinsic values of stock options exercised | $ 1,686,000 | |||
Unrecognized compensation expenses | $ 921,000 | |||
Unrecognized stock-based compensation expense to be recognized in period, years | 9 months 18 days | |||
Fair values of stock option vested | $ 2,789,000 |
Stock-Based Compensation - Weig
Stock-Based Compensation - Weighted Average Fair Value Assumptions (Detail) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected stock option life | 5 years 1 month 24 days | 5 years 10 months 2 days | |
Expected volatility | 48.82% | 56.23% | |
Risk-free interest rate | 2.35% | 2.01% | |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
2018 Equity Incentive Plan [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected stock option life | 8 years 11 months 19 days | 5 years 9 months 14 days | |
Expected volatility | 61.33% | 58.54% | |
Risk-free interest rate | 2.10% | 2.92% | |
Expected dividend yield | 0.00% | 0.00% |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Stock Option Activity (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Original Stock Option Plan [Member] | ||
Stock options | ||
Shares, Granted | 0 | |
Downstream Merger [Member] | Original Stock Option Plan [Member] | ||
Stock options | ||
Shares, Beginning Balance | 592,594 | |
Shares, Allocated to Tilray | 143,794 | |
Shares, Exercised | (25,751) | |
Shares, Forfeited | (9,527) | |
Shares, Cancelled | (8,267) | |
Shares, Converted with Downstream Merger | (692,843) | |
Shares, Ending Balance | 592,594 | |
Weighted-average exercise price | ||
Weighted-average exercise price, Beginning Balance | $ 4.14 | |
Weighted-average exercise price, Allocated to Tilray | 4.21 | |
Weighted-average exercise price, Exercised | 3.95 | |
Weighted-average exercise price, Forfeited | 4.25 | |
Weighted-average exercise price, Cancelled | 3.46 | |
Weighted-average exercise price, Converted with Downstream Merger | $ 4.22 | |
Weighted-average exercise price, Ending Balance | $ 4.14 | |
Weighted-average remaining contractual term (years) | ||
Weighted-average remaining contractual term | 8 years 1 month 6 days | |
Aggregate intrinsic value | ||
Aggregate intrinsic value | $ 989 | |
Aggregate intrinsic value | $ 989 | |
Time-based Stock Options [Member] | 2018 Equity Incentive Plan [Member] | ||
Stock options | ||
Shares, Beginning Balance | 6,015,791 | |
Shares, Granted | 10,000 | |
Shares, Exercised | (621,363) | |
Shares, Forfeited | (91,048) | |
Shares, Cancelled | (6,250) | |
Shares, Ending Balance | 5,307,130 | 6,015,791 |
Shares, Vested and expected to vest | 5,072,605 | |
Shares, Vested and exercisable | 2,512,513 | |
Weighted-average exercise price | ||
Weighted-average exercise price, Beginning Balance | $ 13.54 | |
Weighted-average exercise price, Granted | 70.25 | |
Weighted-average exercise price, Exercised | 7.76 | |
Weighted-average exercise price, Forfeited | 30.16 | |
Weighted-average exercise price, Cancelled | 7.76 | |
Weighted-average exercise price, Ending Balance | 14.04 | $ 13.54 |
Weighted-average exercise price, Vested and expected to vest | 13.80 | |
Weighted-average exercise price, Vested and exercisable | $ 11.91 | |
Weighted-average remaining contractual term (years) | ||
Weighted-average remaining contractual term | 8 years 4 months 24 days | 9 years 4 months 24 days |
Weighted-average remaining contractual term, Vested and expected to vest | 8 years 4 months 24 days | |
Weighted-average remaining contractual term, Vested and exercisable | 8 years 4 months 24 days | |
Aggregate intrinsic value | ||
Aggregate intrinsic value | $ 342,916 | |
Aggregate intrinsic value | 44,297 | $ 342,916 |
Aggregate intrinsic value, Vested and expected to vest | 42,537 | |
Aggregate intrinsic value, Vested and exercisable | $ 21,840 | |
Time-based Stock Options [Member] | Downstream Merger [Member] | 2018 Equity Incentive Plan [Member] | ||
Stock options | ||
Shares, Exercised | (107,359) | |
Shares, Cancelled | (13,068) | |
Shares, Ending Balance | 3,014,004 | |
Shares, Vested and expected to vest | 2,992,598 | |
Shares, Vested and exercisable | 2,733,170 | |
Shares, Assumed on Downstream Merger | 3,134,431 | |
Weighted-average exercise price | ||
Weighted-average exercise price, Exercised | $ 1.81 | |
Weighted-average exercise price, Cancelled | 9.04 | |
Weighted-average exercise price, Ending Balance | 3.04 | |
Weighted-average exercise price, Vested and expected to vest | 2.98 | |
Weighted-average exercise price, Vested and exercisable | 2.77 | |
Weighted-average exercise price, Assumed on Downstream Merger | $ 2.99 | |
Weighted-average remaining contractual term (years) | ||
Weighted-average remaining contractual term | 5 years 9 months 18 days | |
Weighted-average remaining contractual term, Vested and expected to vest | 5 years 9 months 18 days | |
Weighted-average remaining contractual term, Vested and exercisable | 5 years 6 months | |
Aggregate intrinsic value | ||
Aggregate intrinsic value | $ 44,108 | |
Aggregate intrinsic value, Vested and expected to vest | 43,717 | |
Aggregate intrinsic value, Vested and exercisable | $ 40,423 | |
Performance-based Stock Options [Member] | 2018 Equity Incentive Plan [Member] | ||
Stock options | ||
Shares, Beginning Balance | 600,000 | |
Shares, Exercised | (80,000) | |
Shares, Ending Balance | 520,000 | 600,000 |
Shares, Vested and expected to vest | 520,000 | |
Shares, Vested and exercisable | 520,000 | |
Weighted-average exercise price | ||
Weighted-average exercise price, Beginning Balance | $ 7.76 | |
Weighted-average exercise price, Exercised | 7.76 | |
Weighted-average exercise price, Ending Balance | 7.76 | $ 7.76 |
Weighted-average exercise price, Vested and expected to vest | 7.76 | |
Weighted-average exercise price, Vested and exercisable | $ 7.76 | |
Weighted-average remaining contractual term (years) | ||
Weighted-average remaining contractual term | 8 years 4 months 24 days | 9 years 4 months 24 days |
Weighted-average remaining contractual term, Vested and expected to vest | 8 years 4 months 24 days | |
Weighted-average remaining contractual term, Vested and exercisable | 8 years 4 months 24 days | |
Aggregate intrinsic value | ||
Aggregate intrinsic value | $ 37,668 | |
Aggregate intrinsic value | 4,872 | $ 37,668 |
Aggregate intrinsic value, Vested and expected to vest | 4,872 | |
Aggregate intrinsic value, Vested and exercisable | $ 4,872 |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of RSU Activity (Detail) - 2018 Equity Incentive Plan [Member] | 12 Months Ended |
Dec. 31, 2019$ / sharesshares | |
Time-based RSU [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Share equivalent, Beginning Balance | shares | 237,222 |
Share equivalent, Granted | shares | 1,370,703 |
Share equivalent, Vested | shares | (122,289) |
Share equivalent, Forfeited | shares | (62,244) |
Share equivalent, Ending Balance | shares | 1,423,392 |
Weighted-average grant date fair value, Beginning Balance | $ / shares | $ 49.86 |
Weighted-average grant date fair value, Granted | $ / shares | 41 |
Weighted-average grant date fair value, Vested | $ / shares | 38.16 |
Weighted-average grant date fair value, Forfeited | $ / shares | 56.35 |
Weighted-average grant date fair value, Ending Balance | $ / shares | $ 42.05 |
Performance-based RSUs [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Share equivalent, Beginning Balance | shares | 1,050,000 |
Share equivalent, Vested | shares | (784,375) |
Share equivalent, Ending Balance | shares | 265,625 |
Weighted-average grant date fair value, Beginning Balance | $ / shares | $ 7.76 |
Weighted-average grant date fair value, Vested | $ / shares | 7.76 |
Weighted-average grant date fair value, Ending Balance | $ / shares | $ 7.76 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Income ("AOCI") - Schedule of Accumulated Other Comprehensive Income (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Accumulated Other Comprehensive Income Loss [Line Items] | ||
Beginning Balance | $ 197,653 | $ (4,852) |
Ending Balance | 285,271 | 197,653 |
Foreign Currency Translation Adjustments [Member] | ||
Accumulated Other Comprehensive Income Loss [Line Items] | ||
Beginning Balance | 4,528 | 3,866 |
Other comprehensive income (loss) | 5,174 | 662 |
Ending Balance | 9,702 | 4,528 |
Unrealized (Loss) Gain on Cash Equivalents and Investments [Member] | ||
Accumulated Other Comprehensive Income Loss [Line Items] | ||
Beginning Balance | (765) | |
Cumulative effect adjustment from transition to ASU 2016-01 | 803 | |
Other comprehensive income (loss) | (21) | (765) |
Ending Balance | $ 17 | $ (765) |
Commitments and Contingencies -
Commitments and Contingencies - Summary of Maturities of Lease Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Jan. 01, 2019 |
Operating leases | ||
2020 | $ 3,493 | |
2021 | 3,276 | |
2022 | 2,897 | |
2023 | 2,824 | |
2024 | 2,436 | |
Thereafter | 7,861 | |
Total lease payments | 22,787 | |
Imputed interest | 5,059 | |
Operating lease liabilities | 17,728 | $ 3,257 |
Finance leases | ||
2020 | 1,083 | |
2021 | 1,083 | |
2022 | 7,333 | |
2023 | 15,677 | |
Total lease payments | 25,176 | |
Imputed interest | 11,024 | |
Obligations recognized | $ 14,152 |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Future Non-cancellable Minimum Purchase Commitments (Detail) $ in Thousands | Dec. 31, 2019USD ($) |
Purchase Commitment Excluding Longterm Commitment [Line Items] | |
Total | $ 132,743 |
2020 | 131,010 |
2021 | 1,657 |
2022 | 38 |
2023 | 38 |
Purchase Commitments [Member] | |
Purchase Commitment Excluding Longterm Commitment [Line Items] | |
Total | 132,743 |
2020 | 131,010 |
2021 | 1,657 |
2022 | 38 |
2023 | $ 38 |
Commitments and Contingencies_3
Commitments and Contingencies - Additional Information (Detail) - Rose Lifescience, Inc [Member] | 12 Months Ended |
Dec. 31, 2018USD ($)kg | |
Long Term Purchase Commitment [Line Items] | |
Maximum quantity of purchase commitment | kg | 2,000 |
Purchase commitment price based on cost of goods sold percentage | 115.00% |
Cannabis [Member] | |
Long Term Purchase Commitment [Line Items] | |
Purchase commitment percentage | 40.00% |
Distribution and Marketing [Member] | |
Long Term Purchase Commitment [Line Items] | |
Commitment Term | 5 years |
Distribution and Marketing [Member] | Minimum [Member] | |
Long Term Purchase Commitment [Line Items] | |
Minimum commitment Fee | $ | $ 384,000 |
Commitments and Contingencies_4
Commitments and Contingencies - Schedule of Other Commitments Maturities (Detail) $ in Thousands | Dec. 31, 2019USD ($) |
Other Commitments [Line Items] | |
Total | $ 483,500 |
2020 | 1,000 |
2021 | 1,500 |
2022 | 1,500 |
2023 | 476,500 |
2024 | 1,500 |
Thereafter | 1,500 |
ABG Finance Liability [Member] | |
Other Commitments [Line Items] | |
Total | 8,500 |
2020 | 1,000 |
2021 | 1,500 |
2022 | 1,500 |
2023 | 1,500 |
2024 | 1,500 |
Thereafter | 1,500 |
Convertible Notes [Member] | |
Other Commitments [Line Items] | |
Total | 475,000 |
2023 | $ 475,000 |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Detail) | 12 Months Ended |
Dec. 31, 2019USD ($)Segment | |
Revenue From Contract With Customer [Abstract] | |
Number of reportable segments | Segment | 2 |
Contract balances in the balance sheets | $ | $ 0 |
General and Administrative Ex_3
General and Administrative Expenses - Schedule of General and Administrative Expenses (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
General And Administrative Expense [Abstract] | |||
Salaries and benefits | $ 39,565 | $ 11,721 | $ 3,717 |
Professional fees | 21,189 | 7,557 | 1,715 |
Travel expenses | 4,565 | 2,031 | 287 |
Other expenses | 16,649 | 8,152 | 1,780 |
Total | $ 81,968 | $ 29,461 | $ 7,499 |
Income Taxes - Loss Before Inco
Income Taxes - Loss Before Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Canada | $ (151,736) | $ (25,333) | $ (7,411) |
Loss before income taxes | (329,619) | (72,174) | (7,809) |
United States [Member] | |||
Other countries | (156,010) | (42,418) | |
Portugal [Member] | |||
Other countries | (11,781) | (2,208) | |
Other Countries [Member] | |||
Other countries | $ (10,092) | $ (2,215) | $ (398) |
Income Taxes - Summary of (Reco
Income Taxes - Summary of (Recoveries) Expenses for Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Current: | ||
Other countries | $ 134 | $ 34 |
Canada | 112 | |
Total | 397 | 34 |
Deferred: | ||
Other countries | (1,074) | |
Canada | (3,383) | |
Total | (8,847) | (4,485) |
Total income taxes expense | (8,450) | (4,451) |
United States [Member] | ||
Current: | ||
Other countries | 151 | |
Deferred: | ||
Other countries | $ (4,390) | $ (4,485) |
Income Taxes - Summary of Effec
Income Taxes - Summary of Effective Income Tax Rate Reconciliation (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||
Loss before income taxes: | $ (329,619) | $ (72,174) | $ (7,809) |
Income tax benefits at statutory rate | (69,220) | (15,157) | (2,733) |
Tax impact of foreign operations | (9,193) | (1,864) | 675 |
Foreign exchange and other | 1,015 | 1,399 | (480) |
Non-deductible expenses | 483 | 5,331 | 61 |
Changes in enacted rates | (3) | (288) | |
Utilization of losses not previously recognized | (9) | ||
Stock based and other compensation | 2,113 | ||
Change in valuation allowance | 66,355 | 5,840 | $ 2,774 |
Total income taxes expense | $ (8,450) | $ (4,451) |
Income Taxes - Summary of Compo
Income Taxes - Summary of Components of Deferred Tax (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred assets | |||
Operating loss carryforwards - Canada | $ 59,755 | $ 13,723 | $ 8,297 |
Property and equipment | 2,510 | 183 | |
Currently nondeductible interest | 4,915 | ||
Outside basis difference | 21,546 | ||
Deferred financing costs | 208 | 27 | 37 |
Investment tax credits and related pool balance | 180 | 57 | 57 |
Other | 931 | 8 | |
Total Deferred tax assets | 98,536 | 21,097 | 8,730 |
Less valuation allowance | (84,337) | (14,433) | (8,601) |
Net deferred tax assets | 14,199 | 6,664 | 129 |
Deferred tax liabilities | |||
Property and equipment | (5,800) | (2,328) | |
Intangible assets | (54,814) | (289) | (129) |
Equity portion of convertible notes | (6,948) | (8,471) | |
Total deferred tax liabilities | (67,562) | (11,088) | (129) |
Net deferred tax liability | (53,363) | (4,424) | |
United States [Member] | |||
Deferred assets | |||
Operating loss carryforwards | 5,843 | 4,173 | |
Other Countries [Member] | |||
Deferred assets | |||
Operating loss carryforwards | $ 5,158 | $ 607 | $ 148 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards | $ 223,000 | ||
Net operating loss carryforward expiration year | 2028 | ||
Net operating loss carryforward expiration period | 20 years | ||
Unrecognized tax benefits | $ 86 | $ 0 | $ 0 |
Interest and penalty expenses related to uncertain tax positions | 0 | 0 | $ 0 |
Accrued interest and penalties on unrecognized tax positions | $ 0 | 0 | |
Canada [Member] | Earliest Tax Year [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Open tax year | 2015 | ||
Germany [Member] | Earliest Tax Year [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Open tax year | 2016 | ||
Australia [Member] | Earliest Tax Year [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Open tax year | 2017 | ||
U.K. [Member] | Earliest Tax Year [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Open tax year | 2014 | ||
Chile [Member] | Earliest Tax Year [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Open tax year | 2018 | ||
Deferred Tax Asset, Valuation Allowance [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Increase in deferred tax valuation allowance | $ 66,355 | $ 5,840 | |
United States [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards | $ 27,000 | ||
Net operating loss carryforwards offset percentage of taxable income. | 80.00% | ||
Portugal [Member] | Earliest Tax Year [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Open tax year | 2017 |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information - Schedule of Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | ||
Noncash Or Part Noncash Acquisitions [Line Items] | ||||
Cash paid for interest | [1] | $ 28,206 | $ 1,189 | $ 1,157 |
Cash paid for income taxes | [1] | 145 | ||
Non-cash financing activities | ||||
Conversion of preferred stock to common stock | [1] | 2 | ||
Non-cash investing | ||||
Purchases of investments | [1] | 10,551 | ||
Alef [Member] | ||||
Non-cash investing | ||||
Acquisition of Manitoba Harvest, Alef, Natura and S&S | [1] | $ 2,855 | ||
Manitoba Harvest [Member] | ||||
Non-cash investing | ||||
Acquisition of Manitoba Harvest, Alef, Natura and S&S | [1] | 158,197 | ||
Natura [Member] | ||||
Non-cash investing | ||||
Acquisition of Manitoba Harvest, Alef, Natura and S&S | [1] | 38,979 | ||
S & S Acquisition [Member] | ||||
Non-cash investing | ||||
Acquisition of Manitoba Harvest, Alef, Natura and S&S | [1] | 5,021 | ||
Investment In ABG [Member] | ||||
Non-cash investing | ||||
Investment in ABG Profit Participation Arrangement, net of receivable | [1] | $ 97,544 | ||
[1] | For supplemental cash flow information related to leases, refer to Note 9. |
Related-Party Transactions - Ad
Related-Party Transactions - Additional Information (Detail) £ / shares in Units, £ in Thousands | 1 Months Ended | 12 Months Ended | ||||
Jul. 11, 2019USD ($)shares | Jul. 11, 2019GBP (£)shares | May 15, 2018GBP (£)£ / sharesshares | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 11, 2019 | |
Related Party Transaction [Line Items] | ||||||
Investment in joint venture under the equity method | $ 11,448,000 | |||||
Cash paid | 14,201,000 | |||||
Accounts payable - related parties | $ 68,000 | $ 933,000 | ||||
Cannfections [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Percentage of ownership | 50.00% | |||||
Investment in joint venture under the equity method | $ 3,612,000 | |||||
Fluent [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Percentage of ownership | 50.00% | |||||
Investment in joint venture under the equity method | $ 7,836,000 | |||||
Subversive [Member] | S & S Acquisition [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Number of shares held | shares | 5,530 | |||||
Shares price per share | £ / shares | £ 347.96 | |||||
Investment in joint venture under the equity method | £ | £ 1,924 | |||||
Privateer Holdings [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Management service fees expense | 1,054,000 | 3,878,000 | ||||
Accounts payable - related parties | $ 0 | 3,878,000 | ||||
Personnel compensation mark up percentage | 3.00% | |||||
Privateer Holdings [Member] | Hemp [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
CBD Products sold | $ 165,000 | |||||
Privateer Holdings [Member] | General and Administrative Expenses [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Management service fees expense | 176,000 | |||||
Operational expenses | 272,000 | |||||
Privateer Holdings [Member] | Property and Equipment [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Reimbursement of leasehold improvements cost | 2,070,000 | |||||
Privateer Holdings [Member] | Deposits and Other Assets [member] | ||||||
Related Party Transaction [Line Items] | ||||||
Reimbursement of security deposit cost | 1,000,000 | |||||
Privateer Holdings [Member] | Class 2 common stock [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Percentage of ownership | 100.00% | |||||
Privateer Holdings [Member] | Minimum [Member] | Class 1 common stock [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Percentage of ownership | 10.00% | |||||
Subversive [Member] | S & S Acquisition [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Cash paid | £ | £ 1,924 | |||||
Number of shares acquired | shares | 5,530 | 5,530 | ||||
Percentage of voting interest | 30.00% | 30.00% | ||||
Gain on investment | $ 0 | |||||
Ten Eleven [Member] | General and Administrative Expenses [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Management service fees expense | $ 275,000 | $ 0 | ||||
Ten Eleven [Member] | Minimum [Member] | Class 1 common stock [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Percentage of ownership | 10.00% | |||||
Joint Venture [Member] | Cannfections [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Percentage of ownership | 50.00% | |||||
Investment in joint venture under the equity method | $ 3,600,000 | |||||
Percentage of voting interest | 50.00% | |||||
Joint Venture [Member] | Fluent [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Percentage of ownership | 50.00% | |||||
Investment in joint venture under the equity method | $ 12,000,000 | |||||
Percentage of voting interest | 50.00% |
Financial Instruments - Additio
Financial Instruments - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Financial Instruments [Abstract] | |||
Allowance for doubtful accounts receivable | $ 2,015 | $ 292 | |
Working capital loan write off | $ 5,383 | ||
Change in exchange rate | 10.00% | ||
Carrying value of net asset | $ 12,457 | 2,817 | |
Foreign exchange (loss) gain | $ 5,944 | $ (7,234) | $ 1,363 |
Fair Value Measurement - Schedu
Fair Value Measurement - Schedule of Assets Measured Fair Value on Recurring Basis (Detail) - Fair Value, Measurements, Recurring [Member] - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Acquisition-related contingent consideration | $ 420 | |
Total recurring fair value measurements | 9,650 | $ 235,941 |
Total cash equivalents | 203,761 | |
Equity Investments Measured at Fair Value [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total investments | 4,183 | 1,845 |
Debt Securities Classified as Available-for-Sale [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total investments | 5,047 | |
Short-term Investments - Debt Securities [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total investments | 30,335 | |
Level 1 [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total recurring fair value measurements | 4,910 | 235,259 |
Total cash equivalents | 203,761 | |
Level 1 [Member] | Equity Investments Measured at Fair Value [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total investments | 4,183 | 1,163 |
Level 1 [Member] | Debt Securities Classified as Available-for-Sale [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total investments | 727 | |
Level 1 [Member] | Short-term Investments - Debt Securities [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total investments | 30,335 | |
Level 2 [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total recurring fair value measurements | 682 | |
Level 2 [Member] | Equity Investments Measured at Fair Value [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total investments | $ 682 | |
Level 3 [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Acquisition-related contingent consideration | 420 | |
Total recurring fair value measurements | 4,740 | |
Level 3 [Member] | Debt Securities Classified as Available-for-Sale [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total investments | $ 4,320 |
Fair Value Measurement - Summar
Fair Value Measurement - Summary of Opening Balances of Assets and Liabilities Categorized Within Level 3 of the Fair Value Hierarchy Measured at Fair Value on a Recurring Basis (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Debt securities classified as available-for-sale, Additions and settlements | |
Debt securities classified as available-for-sale, Additions | $ 4,171 |
Debt securities classified as available-for-sale, Interest expenses, net | 149 |
Debt securities classified as available-for-sale, Ending Balance | 4,320 |
Acquisition- related contingent consideration, Additions | 51,026 |
Acquisition- related contingent consideration, Settlements | (4,450) |
Acquisition- related contingent consideration, Acquisition-related (income) expenses, net | (46,914) |
Acquisition- related contingent consideration, Foreign currency translation gain, net | 758 |
Acquisition- related contingent consideration, Ending Balance | $ 420 |
Business Segment Information -
Business Segment Information - Additional Information (Detail) | 3 Months Ended | 12 Months Ended | |||||||||||||
Dec. 31, 2019USD ($) | [1] | Sep. 30, 2019USD ($) | [1] | Jun. 30, 2019USD ($) | [1] | Mar. 31, 2019USD ($) | [1] | Dec. 31, 2018USD ($) | Sep. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2019USD ($)Segment | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | |
Segment Reporting Information [Line Items] | |||||||||||||||
Number of operating segments | Segment | 2 | ||||||||||||||
Revenue | $ 46,936,000 | $ 51,101,000 | $ 45,904,000 | $ 23,038,000 | $ 15,531,000 | $ 10,047,000 | $ 9,744,000 | $ 7,808,000 | $ 166,979,000 | $ 43,130,000 | $ 20,538,000 | ||||
Customer Concentration Risk | Revenue [Member] | Customer A [Member] | |||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||
Concentration risk percentage | 13.00% | 24.00% | |||||||||||||
Customer Concentration Risk | Revenue [Member] | Customer B [Member] | |||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||
Concentration risk percentage | 13.00% | ||||||||||||||
Customer Concentration Risk | Revenue [Member] | No Customer [Member] | Minimum [Member] | |||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||
Concentration risk percentage | 10.00% | ||||||||||||||
Customer Concentration Risk | Accounts Receivable [Member] | Customer A [Member] | |||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||
Concentration risk percentage | 20.00% | 30.00% | |||||||||||||
Customer Concentration Risk | Accounts Receivable [Member] | Customer B [Member] | |||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||
Concentration risk percentage | 10.00% | 16.00% | |||||||||||||
Customer Concentration Risk | Accounts Receivable [Member] | No Customer [Member] | Minimum [Member] | |||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||
Concentration risk percentage | 10.00% | ||||||||||||||
Intersegment Sales or Transfers [Member] | |||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||
Revenue | $ 0 | ||||||||||||||
[1] | In the fourth quarter of 2019, the Company adopted ASU 2016-01, ASC 842, ASC 606 and ASU 2018-07. Each interim period in 2019 has been recast to reflect the effects of this adoption. Refer to Note 2 for further discussion of the new accounting pronouncements recently adopted. |
Business Segment Information _2
Business Segment Information - Summary of Revenue and Gross Profit of each Segment (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||||
Dec. 31, 2019 | [1] | Sep. 30, 2019 | [1] | Jun. 30, 2019 | [1] | Mar. 31, 2019 | [1] | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Segment Reporting Information [Line Items] | |||||||||||||||
Revenue | $ 46,936 | $ 51,101 | $ 45,904 | $ 23,038 | $ 15,531 | $ 10,047 | $ 9,744 | $ 7,808 | $ 166,979 | $ 43,130 | $ 20,538 | ||||
Gross profit | $ (57,007) | $ 15,853 | $ 12,273 | $ 5,385 | $ 3,134 | $ 3,068 | $ 4,177 | $ 3,896 | (23,496) | 14,275 | 11,377 | ||||
Cannabis [Member] | |||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||
Revenue | 107,147 | 43,130 | 20,538 | ||||||||||||
Gross profit | (42,302) | $ 14,275 | $ 11,377 | ||||||||||||
Hemp [Member] | |||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||
Revenue | 59,832 | ||||||||||||||
Gross profit | $ 18,806 | ||||||||||||||
[1] | In the fourth quarter of 2019, the Company adopted ASU 2016-01, ASC 842, ASC 606 and ASU 2018-07. Each interim period in 2019 has been recast to reflect the effects of this adoption. Refer to Note 2 for further discussion of the new accounting pronouncements recently adopted. |
Business Segment Information _3
Business Segment Information - Summary of Revenue and Gross Profit (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||||
Dec. 31, 2019 | [1] | Sep. 30, 2019 | [1] | Jun. 30, 2019 | [1] | Mar. 31, 2019 | [1] | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Segment Reporting [Abstract] | |||||||||||||||
Gross profit for the segments | $ (57,007) | $ 15,853 | $ 12,273 | $ 5,385 | $ 3,134 | $ 3,068 | $ 4,177 | $ 3,896 | $ (23,496) | $ 14,275 | $ 11,377 | ||||
General and administrative expenses | (81,968) | (29,461) | (7,499) | ||||||||||||
Sales and marketing expenses | (61,084) | (15,366) | (7,164) | ||||||||||||
Research and development expenses | (6,558) | (4,264) | (3,171) | ||||||||||||
Depreciation and amortization expenses | (11,607) | (1,598) | (902) | ||||||||||||
Stock-based compensation expense | (31,842) | (20,988) | (139) | ||||||||||||
Impairment of assets | (112,070) | ||||||||||||||
Acquisition-related income (expense), net | 31,427 | (248) | |||||||||||||
Loss from equity method investments | (4,504) | ||||||||||||||
Foreign exchange (loss) gain, net | 5,944 | (7,234) | 1,363 | ||||||||||||
Interest expense, net | (34,690) | (9,110) | (1,686) | ||||||||||||
Finance income from ABG | 764 | ||||||||||||||
Loss on disposal of property and equipment | (2,436) | (190) | |||||||||||||
Other income, net | 2,501 | 2,010 | 12 | ||||||||||||
Loss before income taxes | $ (329,619) | $ (72,174) | $ (7,809) | ||||||||||||
[1] | In the fourth quarter of 2019, the Company adopted ASU 2016-01, ASC 842, ASC 606 and ASU 2018-07. Each interim period in 2019 has been recast to reflect the effects of this adoption. Refer to Note 2 for further discussion of the new accounting pronouncements recently adopted. |
Business Segment Information _4
Business Segment Information - Summary of Sources of Revenue (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||||
Dec. 31, 2019 | [1] | Sep. 30, 2019 | [1] | Jun. 30, 2019 | [1] | Mar. 31, 2019 | [1] | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Segment Reporting Information [Line Items] | |||||||||||||||
Revenues | $ 46,936 | $ 51,101 | $ 45,904 | $ 23,038 | $ 15,531 | $ 10,047 | $ 9,744 | $ 7,808 | $ 166,979 | $ 43,130 | $ 20,538 | ||||
Dried Cannabis [Member] | |||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||
Revenues | 82,753 | 21,674 | 16,260 | ||||||||||||
Cannabis Extracts [Member] | |||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||
Revenues | 24,139 | 21,179 | 3,965 | ||||||||||||
Hemp Products [Member] | |||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||
Revenues | 59,832 | ||||||||||||||
Accessories And Other [Member] | |||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||
Revenues | $ 255 | $ 277 | $ 313 | ||||||||||||
[1] | In the fourth quarter of 2019, the Company adopted ASU 2016-01, ASC 842, ASC 606 and ASU 2018-07. Each interim period in 2019 has been recast to reflect the effects of this adoption. Refer to Note 2 for further discussion of the new accounting pronouncements recently adopted. |
Business Segment Information _5
Business Segment Information - Summary of Channels of Revenue (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||||
Dec. 31, 2019 | [1] | Sep. 30, 2019 | [1] | Jun. 30, 2019 | [1] | Mar. 31, 2019 | [1] | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Segment Reporting Information [Line Items] | |||||||||||||||
Revenue | $ 46,936 | $ 51,101 | $ 45,904 | $ 23,038 | $ 15,531 | $ 10,047 | $ 9,744 | $ 7,808 | $ 166,979 | $ 43,130 | $ 20,538 | ||||
Cannabis [Member] | |||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||
Revenue | 107,147 | 43,130 | 20,538 | ||||||||||||
Cannabis [Member] | Adult-use [Member] | |||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||
Revenue | 55,763 | 3,521 | |||||||||||||
Cannabis [Member] | Canada - medical [Member] | |||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||
Revenue | 12,556 | 18,052 | 19,642 | ||||||||||||
Cannabis [Member] | International - medical [Member] | |||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||
Revenue | 13,378 | 2,912 | $ 896 | ||||||||||||
Cannabis [Member] | Bulk [Member] | |||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||
Revenue | 25,450 | $ 18,645 | |||||||||||||
Hemp [Member] | |||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||
Revenue | $ 59,832 | ||||||||||||||
[1] | In the fourth quarter of 2019, the Company adopted ASU 2016-01, ASC 842, ASC 606 and ASU 2018-07. Each interim period in 2019 has been recast to reflect the effects of this adoption. Refer to Note 2 for further discussion of the new accounting pronouncements recently adopted. |
Business Segment Information _6
Business Segment Information - Summary of Revenues Attributed to a Geographic Region Based on the Location of the Customer (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||||
Dec. 31, 2019 | [1] | Sep. 30, 2019 | [1] | Jun. 30, 2019 | [1] | Mar. 31, 2019 | [1] | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Segment Reporting Information [Line Items] | |||||||||||||||
Revenues | $ 46,936 | $ 51,101 | $ 45,904 | $ 23,038 | $ 15,531 | $ 10,047 | $ 9,744 | $ 7,808 | $ 166,979 | $ 43,130 | $ 20,538 | ||||
CANADA [Member] | |||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||
Revenues | 130,291 | 40,209 | 19,775 | ||||||||||||
UNITED STATES [Member] | |||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||
Revenues | 23,516 | ||||||||||||||
Other Countries [Member] | |||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||
Revenues | $ 13,172 | $ 2,921 | $ 763 | ||||||||||||
[1] | In the fourth quarter of 2019, the Company adopted ASU 2016-01, ASC 842, ASC 606 and ASU 2018-07. Each interim period in 2019 has been recast to reflect the effects of this adoption. Refer to Note 2 for further discussion of the new accounting pronouncements recently adopted. |
Business Segment Information _7
Business Segment Information - Summary of Long-lived Assets Consisting of Property, Plant and Equipment, Net of Accumulated Depreciation, Attributed to Geographic Regions Based On Their Physical Location (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Segment Reporting Information [Line Items] | ||
Property, plant and equipment, net | $ 184,217 | $ 80,214 |
CANADA [Member] | ||
Segment Reporting Information [Line Items] | ||
Property, plant and equipment, net | 144,065 | 64,687 |
Portugal [Member] | ||
Segment Reporting Information [Line Items] | ||
Property, plant and equipment, net | 36,908 | 15,455 |
UNITED STATES [Member] | ||
Segment Reporting Information [Line Items] | ||
Property, plant and equipment, net | 3,171 | |
Other Countries [Member] | ||
Segment Reporting Information [Line Items] | ||
Property, plant and equipment, net | $ 73 | $ 72 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) | Feb. 28, 2020 | Jan. 24, 2020 | Feb. 29, 2020 | Jan. 31, 2020 | Mar. 31, 2019 | Jan. 31, 2019 | Dec. 31, 2019 | Jan. 14, 2019 |
Subsequent Event [Line Items] | ||||||||
Obligation to pay the additional consideration | $ (46,914,000) | |||||||
ABG Intermediate Holdings Two LLC [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Percentage of ownership | 49.00% | |||||||
Subsequent Event [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Restructuring costs | $ 650,000 | |||||||
Subsequent Event [Member] | Senior Secured Term Loan Facility [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Maximum aggregate principal amount | $ 59,600,000 | |||||||
Transaction fees incurred | 4,500,000 | |||||||
Amount drawn at closing | 49,700,000 | |||||||
Amount withdrawable at borrowers election | $ 9,900,000 | |||||||
Canadian prime rate | 8.05% | |||||||
Minimum unrestricted cash threshold for capital expenditures and investments | $ 29,868,000 | |||||||
Subsequent Event [Member] | A And R Profit Participation Agreement [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Finance receivable write-off | $ 7,030,000 | |||||||
Finance receivable write-off through accumulated deficit | $ 28,900,000 | |||||||
Subsequent Event [Member] | ABG Intermediate Holdings Two LLC [Member] | A And R Profit Participation Agreement [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Minimum participation rights with respect to each contract year | $ 10,000,000 | |||||||
Subsequent Event [Member] | Minimum [Member] | ABG Intermediate Holdings Two LLC [Member] | A And R Profit Participation Agreement [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Percentage of ownership | 49.00% | |||||||
Class 2 Common Stock [Member] | ABG Intermediate Holdings Two LLC [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Common stock issuance, net of issuance costs, shares | 840,107 | 840,107 | ||||||
Class 2 Common Stock [Member] | Subsequent Event [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Common stock issuance, net of issuance costs, shares | 274,044 | |||||||
Proceeds from issuance of common stock, gross | $ 14,770,000 | |||||||
Class 2 Common Stock [Member] | Subsequent Event [Member] | ABG Intermediate Holdings Two LLC [Member] | A And R Profit Participation Agreement [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Obligation to pay the additional consideration | $ (83,333,000) |
Schedule of Quarterly Financial
Schedule of Quarterly Financial Data (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||||||||
Dec. 31, 2019 | [1] | Sep. 30, 2019 | [1] | Jun. 30, 2019 | [1] | Mar. 31, 2019 | [1] | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |||||
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||||||||
Revenue | $ 46,936 | $ 51,101 | $ 45,904 | $ 23,038 | $ 15,531 | $ 10,047 | $ 9,744 | $ 7,808 | $ 166,979 | $ 43,130 | $ 20,538 | ||||||||
Gross profit | (57,007) | 15,853 | 12,273 | 5,385 | 3,134 | 3,068 | 4,177 | 3,896 | (23,496) | 14,275 | 11,377 | ||||||||
Operating loss | (216,624) | (23,785) | (32,961) | (28,332) | (22,908) | (20,012) | (10,990) | (3,740) | (301,702) | (57,650) | (7,498) | ||||||||
Net loss | $ (219,148) | $ (36,351) | $ (36,301) | $ (29,369) | $ (31,010) | $ (18,699) | $ (12,833) | $ (5,181) | $ (321,169) | $ (67,723) | $ (7,809) | ||||||||
Net loss per share - basic and diluted | $ (2.14) | [2] | $ (0.37) | [2] | $ (0.37) | [2] | $ (0.31) | [2] | $ (0.33) | [2] | $ (0.21) | [2] | $ (0.17) | [2] | $ (0.07) | [2] | $ (3.20) | $ (0.82) | $ (0.10) |
[1] | In the fourth quarter of 2019, the Company adopted ASU 2016-01, ASC 842, ASC 606 and ASU 2018-07. Each interim period in 2019 has been recast to reflect the effects of this adoption. Refer to Note 2 for further discussion of the new accounting pronouncements recently adopted. | ||||||||||||||||||
[2] | Earnings per share for the four quarters combined may not equal earnings per share for the year due to rounding. |