Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2020 | Aug. 10, 2020 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | TLRY | |
Entity Registrant Name | Tilray, Inc. | |
Entity Central Index Key | 0001731348 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Emerging Growth Company | false | |
Entity Small Business | false | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | false | |
Entity File Number | 001-38594 | |
Entity Tax Identification Number | 82-4310622 | |
Entity Address, Address Line One | 1100 Maughan Road | |
Entity Address, City or Town | Nanaimo | |
Entity Address, State or Province | BC | |
Entity Address, Country | CA | |
Entity Address, Postal Zip Code | V9X IJ2 | |
City Area Code | 844 | |
Local Phone Number | 845-7291 | |
Entity Interactive Data Current | Yes | |
Title of 12(b) Security | Class 2 Common Stock, $0.0001 par value per share | |
Security Exchange Name | NASDAQ | |
Entity Incorporation, State or Country Code | DE | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Class 1 Common Stock [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 15,751,745 | |
Class 2 Common Stock [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 111,425,828 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Current assets | ||
Cash and cash equivalents | $ 137,211 | $ 96,791 |
Accounts receivable, net of allowance for credit losses of $889 and provision for sales returns of $1,302 (December 31, 2019 - $615 and $1,400, respectively) | 26,614 | 36,202 |
Inventory | 93,089 | 87,861 |
Prepayments and other current assets | 26,217 | 38,173 |
Assets held for sale | 6,664 | |
Total current assets | 289,795 | 259,027 |
Property and equipment, net | 176,080 | 184,217 |
Operating lease, right-of-use assets | 17,921 | 17,514 |
Intangible assets, net | 179,773 | 228,828 |
Goodwill | 156,371 | 163,251 |
Equity method investments | 8,743 | 11,448 |
Other investments | 22,545 | 24,184 |
Other assets | 4,500 | 7,861 |
Total assets | 855,728 | 896,330 |
Current liabilities | ||
Accounts payable | 22,203 | 39,125 |
Accrued expenses and other current liabilities | 34,532 | 50,829 |
Accrued lease obligations | 3,383 | 2,473 |
Warrant liability | 103,549 | |
Total current liabilities | 163,667 | 92,427 |
Accrued lease obligations | 28,522 | 29,407 |
Deferred tax liability | 46,866 | 53,363 |
Convertible notes, net of issuance costs | 435,454 | 430,210 |
Senior Facility, net of transaction costs | 44,638 | |
Other liabilities | 5,094 | 5,652 |
Total liabilities | 724,241 | 611,059 |
Commitments and contingencies (refer to Note 18) | ||
Stockholders’ equity | ||
Additional paid-in capital | 856,083 | 705,671 |
Accumulated other comprehensive income | 231 | 9,719 |
Accumulated deficit | (724,840) | (430,130) |
Total stockholders’ equity | 131,487 | 285,271 |
Total liabilities and stockholders’ equity | 855,728 | 896,330 |
Class 1 common stock [Member] | ||
Stockholders’ equity | ||
Common stock value | 2 | 2 |
Class 2 common stock [Member] | ||
Stockholders’ equity | ||
Common stock value | $ 11 | $ 9 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Allowance for doubtful accounts receivable | $ 889 | $ 615 |
Provision for sales returns | $ 1,302 | $ 1,400 |
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 | 15,751,745 | 16,666,665 |
Common stock, shares outstanding | 15,751,745 | 16,666,665 |
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 | 110,179,667 | 86,114,560 |
Common stock, shares outstanding | 110,179,667 | 86,114,560 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Net Loss and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Revenue | $ 50,414 | $ 45,904 | $ 102,516 | $ 68,942 |
Gross (loss) profit | (5,419) | 12,273 | 5,451 | 17,658 |
General and administrative expenses | 14,444 | 16,562 | 32,220 | 29,496 |
Sales and marketing expenses | 12,833 | 14,366 | 30,709 | 22,187 |
Research and development expenses | 652 | 1,528 | 1,910 | 2,576 |
Stock-based compensation expenses | 7,647 | 7,923 | 15,324 | 13,659 |
Depreciation and amortization expenses | 3,337 | 2,392 | 6,928 | 4,257 |
Impairment of assets | 28,371 | 58,210 | ||
Acquisition-related expenses, net | 1,790 | 2,464 | 4,145 | 6,888 |
Loss from equity method investments | 1,327 | 3,075 | ||
Operating loss | (75,820) | (32,962) | (147,070) | (61,405) |
Foreign exchange (gain) loss, net | (13,326) | (1,611) | 14,743 | (1,432) |
Change in fair value of warrant liability | 11,210 | 83,188 | ||
Interest expenses, net | 10,564 | 8,581 | 19,710 | 17,325 |
Finance income from ABG | (212) | (347) | ||
Other expense (income), net | 333 | (1,224) | 4,983 | (5,069) |
Loss before income taxes | (84,601) | (38,496) | (269,694) | (71,882) |
Deferred income tax recoveries | (2,875) | (2,642) | (4,147) | (6,419) |
Current income tax expenses (benefit) | (39) | 447 | 262 | 207 |
Net loss | $ (81,687) | $ (36,301) | $ (265,809) | $ (65,670) |
Net loss per share - basic and diluted | $ (0.65) | $ (0.37) | $ (2.30) | $ (0.68) |
Weighted average shares used in computation of net loss per share - basic and diluted | 124,763,445 | 97,231,839 | 115,593,533 | 96,037,142 |
Net loss | $ (81,687) | $ (36,301) | $ (265,809) | $ (65,670) |
Foreign currency translation gain (loss), net | 7,184 | 2,924 | (9,449) | 2,449 |
Unrealized gain (loss) on available-for-sale debt securities | 35 | 50 | (39) | 69 |
Other comprehensive income (loss) | 7,219 | 2,974 | (9,488) | 2,518 |
Comprehensive loss | (74,468) | (33,327) | (275,297) | (63,152) |
Product Costs [Member] | ||||
Cost of sales | 37,204 | 33,430 | 74,392 | 50,759 |
Inventory Valuation Adjustments [Member] | ||||
Cost of sales | $ 18,629 | $ 201 | $ 22,673 | $ 525 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | ABG [Member] | Natura Naturals Inc [Member] | Manitoba Harvest US LLC [Member] | Common Stock [Member] | Common Stock [Member]ABG [Member] | Common Stock [Member]Natura Naturals Inc [Member] | Common Stock [Member]Manitoba Harvest US LLC [Member] | Additional Paid-In Capital [Member] | Additional Paid-In Capital [Member]ABG [Member] | Additional Paid-In Capital [Member]Natura Naturals Inc [Member] | Additional Paid-In Capital [Member]Manitoba Harvest US LLC [Member] | Accumulated Other Comprehensive (loss) Income [Member] | Accumulated Deficit [Member] | Accumulated Deficit [Member]ABG [Member] |
Beginning Balance at Dec. 31, 2018 | $ 197,653 | $ 10 | $ 302,057 | $ 3,763 | $ (108,177) | ||||||||||
Beginning Balance, Shares at Dec. 31, 2018 | 93,170,867 | ||||||||||||||
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 | $ 125,097 | $ 15,100 | $ 96,844 | $ 125,097 | $ 15,100 | $ 96,844 | |||||||||
Shares issued for acquisition, shares | 1,680,214 | 180,332 | 1,209,946 | ||||||||||||
ABG finance receivable, net of finance income | (30,292) | (30,292) | |||||||||||||
Shares issued under stock-based compensation plans | 931 | 931 | |||||||||||||
Shares issued under stock-based compensation plans, shares | 545,000 | ||||||||||||||
Shares issued for employee compensation | 649 | 649 | |||||||||||||
Shares issued for employee compensation, shares | 11,868 | ||||||||||||||
Stock-based compensation expenses | 5,736 | 5,736 | |||||||||||||
Other comprehensive (loss) income | (456) | (456) | |||||||||||||
Net loss | (29,369) | (29,369) | |||||||||||||
Ending Balance at Mar. 31, 2019 | 381,912 | $ 10 | 516,122 | 4,110 | (138,330) | ||||||||||
Ending Balance, Shares at Mar. 31, 2019 | 96,798,227 | ||||||||||||||
Beginning Balance at Dec. 31, 2018 | 197,653 | $ 10 | 302,057 | 3,763 | (108,177) | ||||||||||
Beginning Balance, Shares at Dec. 31, 2018 | 93,170,867 | ||||||||||||||
Other comprehensive (loss) income | 2,518 | ||||||||||||||
Net loss | (65,670) | ||||||||||||||
Ending Balance at Jun. 30, 2019 | 360,061 | $ 10 | 527,598 | 7,084 | (174,631) | ||||||||||
Ending Balance, Shares at Jun. 30, 2019 | 97,357,531 | ||||||||||||||
Beginning Balance at Mar. 31, 2019 | 381,912 | $ 10 | 516,122 | 4,110 | (138,330) | ||||||||||
Beginning Balance, Shares at Mar. 31, 2019 | 96,798,227 | ||||||||||||||
Shares issued for acquisition | 70 | 70 | |||||||||||||
Shares issued for acquisition, shares | 28,361 | ||||||||||||||
Shares issued under stock-based compensation plans | 3,483 | 3,483 | |||||||||||||
Shares issued under stock-based compensation plans, shares | 530,943 | ||||||||||||||
Stock-based compensation expenses | 7,923 | 7,923 | |||||||||||||
Other comprehensive (loss) income | 2,974 | 2,974 | |||||||||||||
Net loss | (36,301) | (36,301) | |||||||||||||
Ending Balance at Jun. 30, 2019 | 360,061 | $ 10 | 527,598 | 7,084 | (174,631) | ||||||||||
Ending Balance, Shares at Jun. 30, 2019 | 97,357,531 | ||||||||||||||
Beginning Balance at Dec. 31, 2019 | 285,271 | $ 11 | 705,671 | 9,719 | (430,130) | ||||||||||
Beginning Balance, Shares at Dec. 31, 2019 | 102,781,225 | ||||||||||||||
Proceeds from ABG Profit Participation Arrangement | $ 1,353 | 1,353 | |||||||||||||
Write-off of ABG finance receivable | $ 28,900 | $ (28,900) | |||||||||||||
Escrow shares released from downstream merger | (151) | (151) | |||||||||||||
Escrow shares released shares from downstream merger, shares | (7,659) | ||||||||||||||
Shares issued for common stock at-the-market, net of issuance costs | 27,027 | 27,027 | |||||||||||||
Shares issued for common stock at-the-market, net of issuance costs, shares | 2,265,115 | ||||||||||||||
Shares issued for acquisition, shares | 6,934 | ||||||||||||||
Shares issued under stock-based compensation plans | 1,079 | 1,079 | |||||||||||||
Shares issued under stock-based compensation plans, shares | 597,868 | ||||||||||||||
Stock-based compensation expenses | 7,677 | 7,677 | |||||||||||||
Shares issued under registered offering, net of issuance costs | 19,828 | $ 1 | 19,827 | ||||||||||||
Shares issued under registered offering, net of issuance costs, Shares | 7,250,000 | ||||||||||||||
Shares issued for exercise of pre-funded warrants | 49,054 | $ 1 | 49,053 | ||||||||||||
Shares issued for exercise of pre-funded warrants. Shares | 11,750,000 | ||||||||||||||
Other comprehensive (loss) income | (16,707) | (16,707) | |||||||||||||
Net loss | (184,123) | (184,123) | |||||||||||||
Ending Balance at Mar. 31, 2020 | 190,308 | $ 13 | 840,436 | (6,988) | (643,153) | ||||||||||
Ending Balance, Shares at Mar. 31, 2020 | 124,643,483 | ||||||||||||||
Beginning Balance at Dec. 31, 2019 | 285,271 | $ 11 | 705,671 | 9,719 | (430,130) | ||||||||||
Beginning Balance, Shares at Dec. 31, 2019 | 102,781,225 | ||||||||||||||
Other comprehensive (loss) income | (9,488) | ||||||||||||||
Net loss | (265,809) | ||||||||||||||
Ending Balance at Jun. 30, 2020 | 131,487 | $ 13 | 856,083 | 231 | (724,840) | ||||||||||
Ending Balance, Shares at Jun. 30, 2020 | 125,931,412 | ||||||||||||||
Beginning Balance at Mar. 31, 2020 | 190,308 | $ 13 | 840,436 | (6,988) | (643,153) | ||||||||||
Beginning Balance, Shares at Mar. 31, 2020 | 124,643,483 | ||||||||||||||
Escrow shares released from downstream merger | (378) | (378) | |||||||||||||
Escrow shares released shares from downstream merger, shares | (42,785) | ||||||||||||||
Shares issued for common stock at-the-market, net of issuance costs | 3,842 | 3,842 | |||||||||||||
Shares issued for common stock at-the-market, net of issuance costs, shares | 447,289 | ||||||||||||||
Shares issued under stock-based compensation plans | 4,536 | 4,536 | |||||||||||||
Shares issued under stock-based compensation plans, shares | 883,425 | ||||||||||||||
Stock-based compensation expenses | 7,647 | 7,647 | |||||||||||||
Other comprehensive (loss) income | 7,219 | 7,219 | |||||||||||||
Net loss | (81,687) | (81,687) | |||||||||||||
Ending Balance at Jun. 30, 2020 | $ 131,487 | $ 13 | $ 856,083 | $ 231 | $ (724,840) | ||||||||||
Ending Balance, Shares at Jun. 30, 2020 | 125,931,412 |
Consolidated Statements of St_2
Consolidated Statements of Stockholders' Equity (Deficit) (Parenthetical) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
ABG [Member] | |
Finance income | $ 2,700 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | |
Operating activities | |||
Net loss | $ (81,687) | $ (265,809) | $ (65,670) |
Adjusted for the following items: | |||
Inventory valuation adjustments | 22,673 | 525 | |
Depreciation and amortization expenses | 8,886 | 5,764 | |
Impairment of assets | 28,371 | 58,210 | |
Stock-based compensation expenses | 7,647 | 15,324 | 13,659 |
Change in fair value of warrant liability | 11,210 | 83,188 | |
Loss from equity method investments | 1,327 | 3,075 | |
Loss (gain) from equity investments measured at fair value | 767 | (577) | |
Loss from sale of investment | 65 | ||
Interest on debt securities | (406) | ||
Deferred taxes | (2,875) | (4,147) | (6,419) |
Amortization of discount on convertible notes | 5,244 | 5,033 | |
Amortization of transaction costs on Senior Facility | 536 | ||
Foreign currency (gain) loss | 14,743 | (88) | |
Accretion related to obligations under finance leases | 317 | 117 | |
Issuance costs on registered offering recorded to net loss | 3,953 | ||
Credit loss expenses | 271 | 317 | 795 |
Provision for sales returns | (98) | ||
Loss on disposal of property and equipment | (21) | 436 | 112 |
Other non-cash items | 231 | 141 | |
Changes in non-cash working capital: | |||
Accounts receivable | 9,144 | (2,219) | |
Inventory | (20,892) | (38,729) | |
Prepayments and other current assets | 6,200 | (31,963) | |
Accounts payable | (16,478) | (160) | |
Accrued expenses and other current liabilities | (15,982) | 9,452 | |
Net cash used in operating activities | (90,503) | (110,227) | |
Investing activities | |||
Business combinations, net of cash acquired | (124,414) | ||
Interest receipts on debt securities | 146 | ||
Investment in joint venture with AB InBev | (908) | (6,134) | |
Change in deposits and other assets | (3,324) | 314 | |
Purchases of short-term and other investments | (8,380) | ||
Proceeds from the sale of other investments | 437 | ||
Purchases of property and equipment | (27,492) | (26,263) | |
Proceeds from disposal of property and equipment | 1,692 | ||
Purchases of intangible assets | (367) | ||
Net cash used in investing activities | (29,449) | (198,577) | |
Financing activities | |||
Proceeds from at-the-market equity offering, net of costs | 30,229 | ||
Proceeds from ABG Profit Participation Arrangement | 1,353 | 1,667 | |
Proceeds from issuance of registered offering, net of issuance costs | 85,465 | ||
Payment of ABG finance liability | (1,000) | ||
Proceeds from exercise of stock options | 5,527 | 4,414 | |
Payment of obligations under finance lease | (206) | (377) | |
Payment on the settlement of stock options | (946) | ||
Proceeds from issuance of Senior Facility, net of transaction costs | 46,395 | ||
Repayment of Senior Facility | (1,605) | ||
Net cash provided by financing activities | 165,212 | 5,704 | |
Effect of foreign currency translation on cash and cash equivalents | (4,840) | 396 | |
Increase (decrease) in cash and cash equivalents | 40,420 | (302,704) | |
Cash and cash equivalents, beginning of period | 96,791 | 487,255 | |
Cash and cash equivalents, end of period | $ 137,211 | $ 137,211 | 184,551 |
Investment In ABG [Member] | |||
Investing activities | |||
Investment in ABG Profit Participation Arrangement | $ (33,333) |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 1. Summary of Significant Accounting Policies Description of the business Tilray, Inc. and its wholly owned subsidiaries (collectively “Tilray”, the “Company”, “we”, “our”, or “us”) is a global medical cannabis research, cultivation, processing and distribution organization, and is one of the leading suppliers of adult-use cannabis in Canada. The Company also markets and distributes food products from hemp seed, offering a broad range of natural and organic food products and ingredients that are sold through retailers and websites globally. Basis of presentation and going concern The accompanying unaudited condensed consolidated financial statements (the “financial statements”) reflect the accounts of the Company. The financial statements were prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”) for interim financial information. The information included in this Form 10-Q should be read in conjunction with the audited consolidated financial statements included in the Company’s annual report on Form 10-K for the year ended December 31, 2019 (the “Annual Financial Statements”). These financial statements reflect all adjustments, which, in the opinion of management, are necessary for a fair presentation of the results for the interim periods presented. Interim results are not necessarily indicative of results for a full year. These financial statements have been prepared on a going concern basis, which assumes that the Company will continue in operation for the foreseeable future and, accordingly, will be able to realize its assets and discharge its liabilities in the normal course of operations as they come due. For the three and six months ended June 30, 2020, the Company reported a consolidated net loss of $81,687 and $265,809 and a net loss of $36,301 and $65,670 for the three and six months ending June 30, 2019. For the six months ended June 30, 2020, the Company had cash flows used in operating activities of $90,503 and cash flows used in operating activities of $110,227 for the six months ended June 30, 2019. As at June 30, 2020 and December 31, 2019 the Company had working capital of $126,128 and $166,600, respectively. Current management forecasts and related assumptions support the view that the Company can adequately manage the operational needs of the business with the current cash on hand for the next twelve months from the date of issuance of these financial statements. On March 17, 2020, the company received net proceeds of $85,289 ($90,439 of gross proceeds) from its registered equity offering (refer to Note 14). In conjunction with the offering, 19,000,000 warrants were issued as part of the offering. All the warrants remain outstanding as of June 30, 2020. The warrants issued contain an anti-dilution provision that was approved by a vote of the Company’s stockholders at its Annual Meeting held on May 28, 2020. While the Company has the ability to issue securities under its at-the-market program, because warrants from the equity offering remain outstanding as of June 30, 2020, the Company may only issue up to $20,000 in aggregate gross proceeds under its at-the-market offering program at prices less than the exercise price of the warrants (currently $5.95 per share), and in no event more than $6,000 per quarter at prices below the exercise price of the warrants, without triggering the warrant’s anti-dilution price protection feature. On February 28, 2020, the Company completed a debt financing under its Senior Facility with maximum aggregate principal amount of $59,600 and borrowed an aggregate principal amount of $49,700. The Senior Facility provided for an additional draw of $9,900. On June 5, 2020, as a result of COVID-19 related financial markets conditions that have affected the lender and not because of any material changes to the business of Tilray or its subsidiaries, the lender requested that Tilray withdraw its then outstanding request for the additional draw of $9,900 and entered into an amendment to its Senior Facility which provides for, among other things, interest-only payments for the remainder of its term with all outstanding principal payments due at February 28, 2022 (refer to Note 13). As of June 30, 2020, the Company had cash and cash equivalents of $137,211. During the last six months management has implemented a series of cost reduction strategies including headcount reductions and the closure of certain facilities. Currently, management’s forecasts and related assumptions indicate that the Company will remain in compliance with all its debt covenants and, over the next twelve months from the date of issuance of these financial statements, will be able to satisfy all its contractual obligations such as payment of interest on the 5% convertible notes (refer to Note 12 and Note 18), interest-only payments on the Senior Facility (refer to Note 13 and Note 18), non-cancelable minimum purchase commitments for inventory (refer to Note 18), payment of the ABG finance liability (refer to Note 18), payment of the Company’s lease commitments (refer to Note 18) and payment of the Company’s Portugal construction commitments (refer to Note 18). Due to uncertainties the Company may face in raising additional equity financing in the future, which may be further impacted by the economic downturn and unprecedented conditions due to COVID-19, there remains uncertainty what impact this may have on management’s assumptions used to develop these forecasts. Accordingly, the Company has concluded it is probable that it can 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 reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from uncertainty related to the Company’s ability to successfully implement its initiatives. Any such adjustments could be material. Changes in comparative presentation The Company lost its emerging growth company status effective December 31, 2019 and therefore reported as a large accelerated filer in the Annual Financial Statements. As a result, the Company complies with new and revised accounting standards applicable to public companies. In the fourth quarter of 2019, the Company adopted the following accounting pronouncements issued by FASB: ASU 2016-01, Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”); ASU 2016-02, Leases, codified as ASC 842 (“ASC 842”); ASU 2014-09 Revenue from Contracts with Customers and all subsequent amendments to the ASU, codified as ASC 606 (“ASC 606”); and ASU 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”), as described in the Annual Financial Statements, with an effective date of January 1, 2019. The comparative three and six months ended June 30, 2019 included in the financial statements reflects the new and revised accounting standards and therefore does not mirror the June 30, 2019 interim period condensed consolidated financial statements previously filed. The impact to the statements of net loss and comprehensive loss for the three and six months ended June 30, 2019 is as follows: Three months ended June 30, 2019 Six months ended June 30, 2019 Net loss Other comprehensive (loss) income Net (loss) income Other comprehensive (loss) income Unadjusted $ (35,053 ) $ 2,162 $ (65,354 ) $ 3,095 Impact of adoption of accounting standards: ASU 2016-01 (812 ) 812 577 (577 ) ASC 842 (98 ) — (125 ) — ASU 2018-07 (338 ) — (768 ) — ASC 606 — — — — Adjusted $ (36,301 ) $ 2,974 $ (65,670 ) $ 2,518 The statement of net loss and comprehensive loss for the three and six months ended June 30, 2019 was reclassified to conform to the current period’s presentation. In addition, unrelated to the impact of adoption of accounting standards, cost of sales, which was formerly presented as a single line item, is separated between product costs and inventory valuation adjustments. Loss on disposal of property and equipment, formerly presented in other expenses (income) is now presented in general and administrative expenses. Assets held for sale In May 2020, the Company announced its decision to close the High Park Gardens facility in response to its anticipated future product needs and the current economic climate. As a result, the Company has adopted an accounting policy for assets held for sale. Assets held for sale are accounted for in accordance with applicable accounting guidance provided in ASC Topic 360, Property, Plant and Equipment. The Company classifies its assets as held for sale if, among other criteria, the carrying amount will be recovered principally through a sale transaction rather than continued use and a sale is considered probable and within one year. Assets classified as held for sale are measured at the lower of the carrying amount and fair value less costs to sell. An impairment loss is recognized in impairment of assets through the statements of net loss and comprehensive loss for any initial or subsequent write-down of the asset to fair value less costs to sell. A gain is recognized for any subsequent increases in fair value less costs to sell of an asset, but not in excess of any cumulative impairment loss previously recognized. A gain or loss not previously recognized by the date of the sale of the asset is recognized at the date of derecognition. Assets are not depreciated or amortized while they are classified as held for sale. Interest and other expenses attributable to the liabilities classified as held for sale continue to be recognized. The sale of assets that represents a strategic shift and will have a major effect on the Company’s operations and financial results, are included in discontinued operations, and operating results are removed from income from continuing operations and reported as discontinued operations. The operating results for any such assets for any prior periods presented must also be reclassified as discontinued operations. Assets classified as held for sale are combined and presented separately from the other assets in the balance sheets. Allowance for credit losses In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This guidance was subsequently amended by ASU 2018-19, Codification Improvements, ASU 2019-04, Codification Improvements, ASU 2019-05, Targeted Transition Relief, ASU 2019-10, Effective Dates, and ASU 2019-11, Codification Improvements. These ASUs are referred to collectively as the new guidance on current expected credit loss (“CECL”). As a result of the adoption of the new CECL guidance on January 1, 2020, the Company has changed its accounting policy for the allowance for credit losses, as it relates to accounts receivable and available-for-sale debt securities. The adoption of the CECL guidance did not have a material impact on the consolidated financial statements at January 1, 2020. Accounts receivable – The Company maintains an allowance for credit losses at an amount sufficient to absorb losses inherent in its accounts receivable portfolio as of the reporting dates based on the projection of expected credit losses. The Company applies the aging method to estimate the allowance for expected credit losses. The aging method is applied to accounts receivables at the business unit level to reflect shared risk characteristics, such as receivable type, customer type and geographical location. The aging method assigns accounts receivables to a level of delinquency and applies loss rates to each class based on historical loss experience. The Company also considers relevant qualitative and quantitative factors to assess whether historical loss experience should be adjusted to better reflect the risk characteristics of the current classes and the expected future loss. This assessment incorporates all available information relevant to considering the collectability of its current classes, including considering economic and business conditions, default trends, changes in its class composition, among other internal and external factors. The expected credit loss estimates are adjusted for current conditions and reasonable supportable forecasts. As part of the Company’s analysis of expected credit losses, it may analyze contracts on an individual basis in situations where such accounts receivables exhibit unique risk characteristics and are not expected to experience similar losses to the rest of their class. Available-for-sale debt securities Disclosure framework - fair value measurement 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”). ASU 2018-13 removes (a) the prior requirement to disclose the amount and reason for transfers between Level 1 and Level 2 of the fair value hierarchy contained in ASC Topic 820, (b) the policy for timing of transfers between levels, and (c) the valuation process used for Level 3 fair value measurements. ASU 2018-13 also adds, among other items, a requirement to disclose the range and weighted average of significant unobservable inputs used in Level 3 fair value measurements. The Company adopted ASU 2018-13 effective January 1, 2020 and such adoption did not have a material effect on its financial statements. Warrants In March 2020, the Company closed on a registered offering including Class 2 common stock, warrants and pre-funded warrants (refer to Note 14). Warrants are accounted for in accordance with applicable accounting guidance provided in ASC Topic 815, Derivatives and Hedging – Contracts in Entity's Own Equity (“ASC 815”), as either liabilities or as equity instruments depending on the specific terms of the warrant agreement. The Company's warrants are classified as liabilities and are recorded at fair value. The warrants are subject to remeasurement at each balance sheet date until settlement and any change in fair value is recognized as a component of change in fair value of warrant liability in the statements of net loss and comprehensive loss. Transaction costs allocated to warrants that are presented as a liability are expensed immediately within other expenses (income) in the statements of net loss and comprehensive loss. Use of estimates and significant judgements Allowance for credit losses – The Company’s projections of expected credit losses are inherently uncertain, and as a result the Company cannot predict with certainty the amount of such losses. Changes in economic conditions, the risk characteristics and composition of the portfolio, bankruptcy laws, and other factors could impact the actual and projected expected credit losses and the related allowance for credit losses. Actual losses may vary from current estimates. Due to potential COVID-19 disruptions in the marketplace it is possible the Company may experience unforeseen and greater credit losses than anticipated or experienced historically. Warrant liability – The Company estimates the fair value of the warrant liability using a Monte Carlo pricing model. The Company is required to make assumptions and estimates in determining an appropriate risk-free interest rate, volatility, term, dividend yield and discount due to exercise restrictions and fair value of common stock. Assets held for sale – The Company uses a third party real estate agent to assist management in its determination of the fair value of the assets held for sale. The Company estimates the fair value by reviewing market data from recent sales of similar properties and determining an implied sale price per acre of land and greenhouse space. Net loss per share Basic net loss per share is computed by dividing reported net loss by the weighted average number of common shares outstanding for the reported period. Diluted net loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock of the Company during the reporting period. Diluted net loss per share is computed by dividing net loss by the sum of the weighted average number of common shares and the number of potential dilutive common share equivalents outstanding during the period. Potential dilutive common share equivalents consist of the incremental common shares issuable upon the exercise of vested share options and the incremental shares issuable upon conversion of the convertible notes. Potential dilutive common share equivalents consist of warrants, stock options, restricted stock units (“RSUs”) and restricted stock awards. In computing diluted earnings per share, common share equivalents are not considered in periods in which a net loss is reported, as the inclusion of the common share equivalents would be anti-dilutive. As of June 30, 2020, there were 18,784,267 common share equivalents with potential dilutive impact (June 30, 2019 – 8,228,573). Because the Company is in a net loss for all periods presented in these financial statements, there is no difference between the Company’s basic and diluted net loss per share for the periods presented. New accounting pronouncements not yet adopted In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740) - Simplifying the Accounting for Income Taxes (“ASU 2019-12”), 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. 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. |
Assets Held for Sale
Assets Held for Sale | 6 Months Ended |
Jun. 30, 2020 | |
Assets Of Disposal Group Including Discontinued Operation [Abstract] | |
Assets Held for Sale | 2. Assets held for sale On May 26, 2020, the Company announced its decision to close its High Park Gardens facility, a wholly-owned subsidiary of the Company based in Leamington, Ontario in response to its anticipated future product needs and the current economic climate. The Company concluded that the assets attributable to High Park Gardens, which are expected to be sold to a third-party within twleve months, met the criteria for classification as assets held for sale as of June 30, 2020. The Company concluded that the closure of the High Park Gardens facility does not represent a strategic shift that would have a major impact on the Company’s business plan or its primary markets, and therefore, does not qualify as a discontinued operation. As a result of the Company’s decision to close this facility, the Company recognized impairment charges related to the closure of this facility of $25,051 recorded to impairment of assets within the statements of net loss and comprehensive loss to adjust the fair value less costs to sell of the assets classified as held for sale. This included impairment charges of $13,616 relating to land and buildings (refer to Note 8), $10,239 relating to the write-down to nil of its cultivation license (refer to Note 10) and $1,196 relating to foreign currency translation adjustments. The disposal group is included in the Company’s cannabis segment. The carrying amount of major classes of assets comprising the disposal group classified as held for sale are as follows: As of June 30, 2020 Assets classified as held for sale Land and buildings $ 6,664 Cultivation license — Total assets held for sale $ 6,664 The following table provides summary pretax (loss) income for the High Park Gardens facility, which are included in continuing operations for their respective periods: Three months ended June 30, Six months ended June 30, 2020 2019 2020 2019 Pre-tax (loss) income $ (27,924 ) $ 1,755 $ (27,693 ) $ (515 ) Pretax loss for the three and six months ended June 30, 2020 includes the impairment charges of $25,051. |
ABG Profit Participation Arrang
ABG Profit Participation Arrangement | 6 Months Ended |
Jun. 30, 2020 | |
Equity [Abstract] | |
ABG Profit Participation Arrangement | 3 . ABG Profit Participation Arrangement The Company entered into a Profit Participation Arrangement (“ABG Arrangement”) with ABG Intermediate Holdings 2, LLC (“ABG”) on January 14, 2019 as described in the . 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 no longer has 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 is not entitled to any guaranteed minimum participation rights and beginning January 1, 2020 through December 31, 2028, the Company agreed that it is not 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 is entitled to the full 49% participation rights. As a result of entering into the A&R Profit Participation Agreement and the Payment Agreement Amendment, the Company derecognized the ABG finance receivable of $7,011 recorded to impairment of assets through the statements of net loss and comprehensive loss and $28,900 through accumulated deficit in January 2020. 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 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 the maturity date of December 31, 2025. |
Inventory
Inventory | 6 Months Ended |
Jun. 30, 2020 | |
Inventory Disclosure [Abstract] | |
Inventory | 4 . Inventory Inventory is comprised of the following items: June 30, 2020 December 31, 2019 Raw materials $ 10,691 $ 15,926 Work-in-process 70,339 53,973 Finished goods 12,059 17,962 Total $ 93,089 $ 87,861 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: Three months ended June 30, Six months ended June 30, 2020 2019 2020 2019 Raw materials $ 126 $ — $ 211 $ — Work-in-process 16,639 201 19,492 525 Finished goods 1,864 — 2,970 — Total $ 18,629 $ 201 $ 22,673 $ 525 For the three and six months ended June 30, 2020, cannabis products were written down by $15,062 and $18,309 (2019 – $162 and $486) and hemp products were written down by $3,567 and $4,364 (2019 – $0 and $39). During the three and six months ended June 30, 2020, included in inventory valuation adjustments in cost of sales is $4,934 relating to a loss on advance payment on future purchases of inventory to secure supply (refer to Note 5 and Note 26). Also included in inventory valuation adjustments in cost of sales for the three months ended June 30, 2020 is $1,800 relating to the destruction of unharvested flower as a result of the closure of the High Park Gardens facility and that will not be included in the sale of the land and building (refer to Note 2). |
Prepayments and Other Current A
Prepayments and Other Current Assets | 6 Months Ended |
Jun. 30, 2020 | |
Prepaid Expense And Other Assets Current [Abstract] | |
Prepayments and Other Current Assets | 5 . Prepayments and Other Current Assets Prepayments and other current assets are comprised of the following items: June 30, 2020 December 31, 2019 Deposits $ 14,707 $ 25,490 Taxes receivable 6,442 6,165 Prepayments 5,068 5,847 ABG finance receivable - current — 671 Total $ 26,217 $ 38,173 Deposits include advance payments on future purchases of inventory to secure supply. During the three and six months ended June 30, 2020, the Company reached agreement with certain suppliers to terminate supply agreements. As a result, deposits have been written down by $4,934 in the Cannabis segment, recorded in inventory valuation adjustments in the statements of net loss and comprehensive loss (refer to Note 4 and Note 26). |
Investments
Investments | 6 Months Ended |
Jun. 30, 2020 | |
Investments Debt And Equity Securities [Abstract] | |
Investments | 6 . Investments Other investments Long-term investments are comprised of the following items: June 30, 2020 December 31, 2019 Equity investments at fair value $ 2,666 $ 4,183 Equity investments under measurement alternative 14,556 14,954 Debt securities classified under available-for-sale method 5,323 5,047 Total other investments $ 22,545 $ 24,184 Unrealized gains and losses recognized in other expense (income) during the three and six months ended June 30, 2020 on equity investments still held at June 30, 2020 are a gain of $767 and a loss of $767 (2019 – gain of $1,396 and loss of $577). There were no impairments or adjustments to equity investments under the measurement alternative for the three and six months ended June 30, 2020 and June 30, 2019. The Company’s debt securities accounted for under the available-for-sale method consists of convertible debt instruments with contractual maturities in 2022. Total unrealized loss of $341 in accumulated other comprehensive income at June 30, 2020 (December 31, 2019 - $302) relates to the long-term available-for-sale debt securities. The Company’s allowance for credit losses on debt securities classified as available-for-sale is $0 at June 30, 2020 (December 31, 2019 – $0) and no related credit loss expenses were recorded during the three and six months ended June 30, 2020 (2019 – $0 and $0). Equity method investments Equity method investments are comprised of the Company’s joint venture with Anheuser-Busch InBev (“AB InBev”) in Plain Vanilla Research Limited Partnership (“Fluent”) and the Company’s joint venture with Cannfections Group Inc. (“Cannfections”). As of June 30, 2020, there are no changes to the status of the Company’s assessment of its joint ventures. During the six months ended June 30, 2020, the Company contributed $908 to Fluent (2019 - $6,134). The Company provides production support services to Fluent on a cost recovery basis. For the six months ended June 30, 2020, total fees charged were $1,972 (2019 - $0). Total amounts included in accounts payable is $441 at June 30, 2020 (December 31, 2019 – accounts receivable of $388). At June 30, 2020, the maximum exposure to loss is limited to the Company’s equity investment in Fluent. During the six months ended June 30, 2020, the Company made no capital contributions to Cannfections (2019 - $0). At June 30, 2020, the maximum exposure to loss is limited to the Company’s equity investment in Cannfections. The Company’s ownership interests in its equity method investments as of June 30, 2020 and December 31, 2019 and gain (loss) from equity method investments for the six months ended June 30, 2020 were as follows: Approximate Carrying value (Loss) gain from equity method investments for the six months ended ownership % June 30, 2020 June 30, 2020 Investment in Fluent 50% $ 5,166 $ (3,188 ) Investment in Cannfections 50% 3,577 113 Total equity method investments $ 8,743 $ (3,075 ) Approximate Carrying value Gain (loss) from equity method investments for the six months ended ownership % December 31, 2019 June 30, 2019 Investment in Fluent 50% $ 7,836 $ — Investment in Cannfections 50% 3,612 — Total equity method investments $ 11,448 $ — Summary financial information for the Company’s equity method investments on an aggregate basis is as follows: June 30, 2020 December 31, 2019 Current assets $ 10,314 $ 13,942 Noncurrent assets $ 5,003 $ 4,987 Current liabilities $ 3,109 $ 1,561 Noncurrent liabilities $ — $ — Six months ended June 30, 2020 2019 Revenue $ 2,921 $ — Gross profit $ 1,239 $ — Net loss $ (6,149 ) $ — |
Allowance for Credit Losses
Allowance for Credit Losses | 6 Months Ended |
Jun. 30, 2020 | |
Allowance For Credit Loss [Abstract] | |
Allowance for Credit Losses | 7. Allowance for Credit Losses Accounts receivable The Company maintains an allowance for credit losses at an amount sufficient to absorb losses inherent in the existing accounts receivable portfolio as of the reporting dates based on the estimate of expected net credit losses. The following table provides activity in the allowance for credit losses for the six months ended June 30, 2020: Allowance for credit losses, January 1, 2020 $ 615 Provision for expected credit losses (1) 317 Write-offs charged against allowance (22 ) Recoveries of amounts previously written off — Foreign currency translation adjustment (21 ) Allowance for credit losses, June 30, 2020 $ 889 Accounts receivable balance before allowance for credit losses and provision for sales returns, June 30, 2020 $ 28,805 (1) The provision for expected credit losses is recorded in general and administrative expenses. Available-for-sale debt securities The Company holds investments in two available-for-sale debt securities, one of which is in an unrealized loss position. The unrealized loss relates to an investment in the convertible debentures of a recreational cannabis company. This investment is deemed not to have a credit loss. The unrealized loss primarily reflects an extended period of general volatility in the cannabis industry, as well as the more recent volatility in the overall economy due to COVID-19. The Company expects to recover the entire amortized cost basis of the security. The Company does not intend to sell the investment and it is not more likely than not that the Company will be required to sell the investment before recovery of its amortized cost basis. The following table provides the fair value and unrealized loss of the investment at June 30, 2020 and December 31, 2019: June 30, 2020 December 31, 2019 Fair value $ 810 $ 945 Unrealized loss $ 341 $ 302 |
Property and Equipment, Net
Property and Equipment, Net | 6 Months Ended |
Jun. 30, 2020 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment, Net | 8 . Property and Equipment, Net Property and equipment, net consists of the following: June 30, 2020 December 31, 2019 Land $ 6,287 $ 6,417 Buildings and leasehold improvements 105,253 109,172 Laboratory and manufacturing equipment 33,176 31,173 Office and computer equipment 1,868 2,659 Right-of-use assets under finance lease 14,133 14,753 Construction-in-process, not yet available for use 36,323 37,160 197,040 201,334 Less: accumulated depreciation (20,960 ) (17,117 ) Total $ 176,080 $ 184,217 In connection with the Company’s closure of its High Park Gardens facility, the Company determined that the fair value of the land and buildings at the High Park Gardens facility (Level 2) was below its carrying value. The decline in fair value of the land and buildings at the High Park Gardens facility is primarily due to recent sales of similar properties resulting in a lower implied sale price per acre of land and greenhouse space. As a result, the Company incurred non-cash impairment charges of $13,616 presented in impairment of assets in the statements of net loss and comprehensive loss (refer to Note 2). Refer to Note 18 for contractual commitments related to construction-in-process. |
Goodwill
Goodwill | 6 Months Ended |
Jun. 30, 2020 | |
Goodwill Disclosure [Abstract] | |
Goodwill | 9 . Goodwill The following table shows the change in carrying amount of goodwill: Hemp Cannabis Total Balance as of December 31, 2019 $ 133,314 $ 29,937 $ 163,251 Foreign currency translation adjustment (5,623 ) (1,257 ) (6,880 ) Balance as of June 30, 2020 $ 127,691 $ 28,680 $ 156,371 Goodwill is tested for impairment annually, or more frequently when events or circumstances indicate that impairment may have occurred. At the end of the first quarter of 2020, the Company determined the hemp reporting unit, representing $127,691 of the $156,371 total goodwill, was at risk of having a carrying value exceeding the fair value. As a result, a quantitative test was performed to determine if impairment exists. In performing the Company’s impairment analysis, the fair value of the hemp reporting unit was determined primarily by discounting estimated future cash flows, which were determined based on revenue and expense growth assumptions ranging from 9% to 38%, at a weighted average cost of capital (discount rate) ranging from 10% to 12%. The discounted future cash flow model also made the key assumption that Cannabidiol (“CBD”) revenue will commence to build in the third quarter of 2021. The fair value of the hemp reporting unit was determined to exceed the carrying value by $76,998, or 26%, and no impairment was recorded. A relatively small change in the underlying assumptions, including a 1% change in the weighted average cost of capital, continued lack of clarity from the Food and Drug Administration regarding approval of CBD or the financial performance of the reporting unit in future years may cause a change in the results of the impairment assessment in future periods and, as such, could result in an impairment of goodwill. |
Intangible Assets
Intangible Assets | 6 Months Ended |
Jun. 30, 2020 | |
Intangible Assets Net Excluding Goodwill [Abstract] | |
Intangible Assets | 10 . Intangible Assets Intangible assets are comprised of the following items: June 30, December 31, 2020 2019 Cost Accumulated Amortization Impairment Net Cost Accumulated Amortization Impairment Net Definite-lived intangible assets: Patent $ 669 $ 131 $ 538 $ — $ 716 $ 99 $ — $ 617 Customer relationships 130,240 10,932 — 119,308 135,953 7,132 — 128,821 Developed technology 6,777 903 — 5,874 7,074 590 — 6,484 Websites 5,098 3,666 63 1,369 5,157 3,331 — 1,826 Trademarks and licenses 9,038 1,283 7,651 104 9,135 925 — 8,210 Total 151,822 16,915 8,252 126,655 158,035 12,077 — 145,958 Indefinite-lived intangible assets: Cultivation license 10,239 — 10,239 — 10,689 — — 10,689 Alef license — — — — 4,086 — 4,086 — Trademarks 53,118 — — 53,118 55,416 — — 55,416 Rights under ABG Profit Participation Arrangement 16,765 — 16,765 — 119,366 — 102,601 16,765 Total 80,122 — 27,004 53,118 189,557 — 106,687 82,870 Total intangible assets 231,944 16,915 35,256 179,773 $ 347,592 $ 12,077 $ 106,687 $ 228,828 As of June 30, 2020, there are no intangible assets not yet available for use (December 31, 2019 – none). There were no significant additions to intangible assets during the six months ended June 30, 2020. In connection with the Company’s closure of its High Park Gardens facility, the Company determined that the fair value of the indefinite-lived cultivation license was below carrying value. As a result, the Company incurred non-cash impairment charges of $10,239, representing the full net book value of the cultivation license, presented in impairment of assets in the statements of net loss and comprehensive loss (refer to Note 2). In connection with the decreased demand projections of CBD products in the United States resulting in a reduced estimate of future cash flows, during the first quarter of 2020 the Company determined that the fair value of indefinite-lived rights under the ABG Profit Participation Arrangement and definite-lived trademarks under the Trademark and License Agreement with ABG for the use of the Prince trademark (“ABG Prince Agreement”) were below the carrying value. As a result, the Company incurred non-cash impairment charges of $16,765 and $6,063 representing the full net book values of the intangible assets relating to the ABG Profit Participation Agreement and ABG Prince Agreement respectively, presented in impairment of assets in the statements of net loss and comprehensive loss (refer to Note 3). In June 2020, the Company completed the separation from Smith & Sinclair, and recognized additional non-cash impairment charges of $3,320 presented in impairment of assets in the statement of net loss and comprehensive loss, of which $2,126 related to other CBD trademarks and patents. Amortization expenses for intangibles was $2,981 and $4,838 for the three and six months ended June 30, 2020 (2019 – $2,044 and $3,602). Expected future amortization expenses for intangible assets as at June 30, 2020 are as follows: Year ending December 31, Amortization 2020 (remaining six months) $ 4,935 2021 9,557 2022 9,124 2023 8,898 2024 8,897 Thereafter 85,244 Total $ 126,655 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 6 Months Ended |
Jun. 30, 2020 | |
Payables And Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | 1 1 . Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities are comprised of the following items: June 30, 2020 December 31, 2019 Other accrued expenses and current liabilities $ 15,640 $ 17,032 Accrued payroll and employment related withholding taxes 10,490 24,765 Accrued interest on convertible notes 5,938 5,938 ABG finance liability - current 1,250 1,500 Accrued legal and professional fees 800 1,174 Accrued interest on Senior Facility 414 — Contingent consideration for acquisitions — 420 Total accrued expenses and other current liabilities $ 34,532 $ 50,829 During the six months ended June 30, 2020, the Company reduced its employee headcount in portions of its global organization to meet the needs of the current industry environment. During the three and six months ended June 30, 2020, the Company incurred $1,475 and $3,337, respectively (2019 – $0 and $0), in severance costs, of which $1,414 and $2,995 is included in salaries within general and administrative expenses and $61 and $342 is included in cost of sales. During the three and six months ended June 30, 2020, severance costs of $768 and $2,193 are allocated to the cannabis reportable segment and $707 and $1,144 are allocated to the hemp reportable segment. Management continues to evaluate its cost structure and may take further actions in the future and incur additional related costs. The following table shows the reconciliation of the severance costs included within the accrued payroll and employment related withholding taxes balance above, relating to scheduled benefit payments which were communicated to employees prior to June 30, 2020: Opening Balance as of March 31, 2020 $ 338 Additional charges 1,475 Less payments made to employees (970 ) Closing Balance as of June 30, 2020 $ 843 |
Convertible Notes
Convertible Notes | 6 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
Convertible Notes | 1 2 . Convertible Notes The Company has convertible senior notes with a face value of $475,000. As of June 30, 2020, the convertible notes are not yet convertible and the Company is in compliance with all covenants. The following table sets forth the net carrying amount of the convertible notes: June 30, 2020 December 31, 2019 5.00% Convertible Notes $ 475,000 $ 475,000 Unamortized discount (30,191 ) (34,219 ) Unamortized transaction costs (9,355 ) (10,571 ) Net carrying amount $ 435,454 $ 430,210 The following table sets forth total interest expense recognized related to the convertible notes: Three months ended June 30, Six months ended June 30, 2020 2019 2020 2019 Contractual coupon interest $ 5,938 $ 5,938 $ 11,875 $ 11,875 Amortization of discount 2,019 2,032 3,998 3,821 Amortization of transaction costs 629 633 1,246 1,212 Total $ 8,586 $ 8,603 $ 17,119 $ 16,908 |
Senior Facility
Senior Facility | 6 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
Senior Facility | 1 3 . On February 28, 2020, High Park Holdings Ltd., a wholly owned subsidiary of the Company (the “Borrower”) entered into a credit agreement, denominated in Canadian dollars (“C$”), for a senior secured credit facility in a maximum aggregate principal amount of $59,600 (C$79,800) (the “Senior Facility”). An aggregate principal amount equal to $49,700 (C$66,500) was drawn on February 28, 2020 (the “Closing Date Draw”) and the Company submitted an irrevocable 30 day notice on May 4, 2020 to draw an additional $9,900 (C$13,300) (the “Additional Draw”). On June 5, 2020, a s a result of COVID-19 related financial markets conditions that have affected the lender of the Senior Facility, and not because of any material changes to the business of Tilray or its subsidiaries, the lender requested that Tilray withdraw its outstanding request for the Additional Draw of $9,900 (C$13,300) under the Senior Facility. In exchange for the Company’s accommodation of the lender’s request to withdraw its funding request, the lender agreed to enter into the First Amendment of the Senior Facility (the “Amendment”). The Amendment provides for interest-only payments for the remainder of its term with all outstanding principal payments due at February 28, 2022. This will result in an aggregate balance of $47,355 (C$64,283) due at February 28, 2022. Additionally, and at such time as the lender’s business may allow, the lender may make the additional proceeds of $9,900 (C$13,300) available, at its sole discretion. Concurrently, with the Amendment, the lender also approved the Company’s ability to sell the High Park Gardens facility, which is classified as assets held for sale (refer to Note 2), if and when Tilray so desires. As part of any sale of the High Park Gardens facility, the lender has agreed that the Company may retain 60% of any sales proceeds (net of all expenses, fees and taxes), and that the lender will receive 40% of all sales proceeds (net of all expenses, fees and taxes). All sales proceeds to the lender will be applied as a repayment of principal on the Senior Facility without any prepayment penalties or fees. The sale of the High Park Gardens facility is expected to be completed within the next twelve months. The Amendment did not meet the accounting criteria for debt extinguishment. The Senior Facility bears interest on the outstanding principal balance at an annual rate equal to the Canadian prime rate plus 8.05%, calculated based on the daily outstanding balance of the Senior Facility calculated and compounded monthly in arrears and with no deemed reinvestment of monthly payments. Interest is due monthly throughout the term. The Company has the option to voluntarily prepay, without penalty, the outstanding amounts, in full or in part, at any time starting 6 months from the closing date subsequent to providing 75 days’ notice. Transaction costs incurred on the Closing Date Draw were $3,306 (C$4,425). There were no fees incurred associated with the Amendment. Transaction costs are deferred and amortized as a component of interest expense over the estimated term using the effective interest rate method. On June 29, 2020, the lender notified the Company that it had exercised its unilateral right to syndicate $19,153 (C$26,000) of the Company’s Senior Facility in the aggregate principal amount of $59,600 (C$79,800). The Senior Facility’s terms otherwise remain unchanged. The Senior Facility has first priority claims on all North American assets of the Company and contains certain affirmative and negative covenants. The operational covenant includes a minimum unrestricted cash threshold of $29,466 (C$40,000) in order for the Company to make additional capital expenditures and investments. The Senior Facility is collateralized against all real and personal property owned, leased and operated by the Company in North America, and any and all other property of the Company now existing and acquired in North America after the closing date. As of June 30, 2020, the Company was in compliance with all covenants set forth under the Senior Facility. The following table sets forth the net carrying amount of the Senior Facility: June 30, 2020 Senior Facility $ 47,355 Unamortized transaction costs (2,717 ) Net carrying amount $ 44,638 Less: current portion of Senior Facility — Total noncurrent portion of Senior Facility $ 44,638 The following table sets forth total interest expense recognized related to the Senior Facility: Three months ended June 30, 2020 Six months ended June 30, 2020 Contractual interest at Canadian prime plus 8.05% $ 1,229 $ 1,710 Amortization of transaction costs 405 536 Total $ 1,634 $ 2,246 |
Registered Offering and Warrant
Registered Offering and Warrants | 6 Months Ended |
Jun. 30, 2020 | |
Equity [Abstract] | |
Registered Offering and Warrants | 1 4 . Registered Offering and Warrants On March 17, 2020 the Company closed a registered offering of 7,250,000 shares of the Company’s Class 2 common stock for $4.76 per share with an equal number of accompanying warrants and 11,750,000 pre-funded warrants for $4.7599 (the “pre-funded warrants”) with an equal number of accompanying warrants. The pre-funded warrants have an exercise price per share of Class 2 common stock of $0.0001 and are exercisable at any time after their original issuance and expire on the fifth anniversary date of issuance. The 19,000,000 total accompanying warrants (the “warrants”) allow the holders to purchase an aggregate of 19,000,000 shares of the Company’s Class 2 common stock. The warrants have an exercise price per share of Class 2 common stock of $5.95 and are exercisable at any time after the first trading day following the six-month anniversary of the issuance and will expire on the fifth anniversary date from the date they become exercisable . The total gross proceeds of the registered offering was $90,439, of which $21,025 was allocated to the Class 2 common stock at the offering close and $69,414 was allocated to the warrant liability. Issuance costs incurred on the registered offering was $5,150, of which $3,953 was recorded to other expenses (income) in the statements of net loss and comprehensive loss and $1,197 was allocated to the Class 2 common stock and recorded net against the allocated gross proceeds in additional paid-in-capital. The warrants contain anti-dilution price protection features, which adjust the exercise price of the warrants if the Company subsequently issues Class 2 common stock at a price lower than the exercise price of the warrants. In the event additional warrants or convertible debt are issued with a lower and/or variable exercise price, the exercise price of the warrants will be adjusted accordingly. There were no triggering events during the three and six months ended June 30, 2020. The Company received stockholder approval of the anti-dilution price protection feature at the Company’s Annual Meeting on May 28, 2020. The Company's pre-funded warrants and warrants are classified as liabilities as they are to be settled in registered shares, and the registration statement is required to be active, unless such shares may be subject to an applicable exemption from registration requirements. The holders, at their sole discretion, may elect to effect a cashless exercise, and be issued exempt securities in accordance with Section 3(a)(9) of the 1933 Act. In the event the Company does not maintain an effective registration statement, the Company may be required to pay a daily cash penalty equal to 1% of the number of shares of Class 2 common stock due to be issued multiplied by any trading price of the Class 2 common stock between the exercise date and the share delivery date, as selected by the holder. Alternatively, the Company may deliver registered Class 2 common stock purchased by the Company in the open market. The Company may also be required to pay cash if it does not have sufficient authorized shares to deliver to the holders upon exercise. Pre-funded warrants and warrants outstanding at June 30, 2020, and related activity for the six months ended June 30, 2020 is as follows (reflects the number of shares of Class 2 common stock as if the warrants were converted to Class 2 common stock): Description Classification Exercise price Expiration date Balance December 31, 2019 Issued Exercised Balance June 30, 2020 Pre-Funded Warrants Liability $ 0.0001 March 17, 2025 — 11,750,000 (11,750,000 ) — Warrants Liability $ 5.95 March 17, 2025 — 19,000,000 — 19,000,000 Total — 30,750,000 (11,750,000 ) 19,000,000 The Company estimated the fair value of the Warrant liability at June 30, 2020 at $5.44 per warrant using the Monte Carlo pricing model (Level 3) with the following weighted-average assumptions: Risk-free interest rate 0.32 % Expected volatility 110 % Expected term 5.2 years Expected dividend yield 0 % Strike price $ 5.95 Fair value of common stock $ 7.11 Discount due to exercise restrictions 11.6 % Expected volatility is based on the historical volatility of the Company's common stock since its initial public offering in 2018. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2020 | |
Equity [Abstract] | |
Stockholders' Equity | 1 5 . 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 June 30, 2020. The liquidation and dividend rights are identical among Class 1 common stock and Class 2 common stock, and all classes of common stock share equally in the Company’s earnings and losses. Par Value Authorized Voting Rights Class 1 common stock $ 0.0001 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 On March 17, 2020 the Company closed the registered offering, issuing 7,250,000 shares of the Company’s Class 2 common stock along with pre-funded warrants and warrants (refer to Note 14). During the period from the close of the registered offering and March 31, 2020, all pre-funded warrants were exercised at a price per share of $0.0001 and the Company issued 11,750,000 shares of Class 2 common stock (refer to Note 14). During the six months ended June 30, 2020, the Company issued 2,712,404 shares of Class 2 common stock for gross proceeds of $30,846 under the at-the-market equity offering. Transaction costs of $617 were recorded net against the allocated gross proceeds in additional paid-in-capital. The warrants’ anti-dilution price protection features allow, for the period the warrants are outstanding, the Company to only issue up to $20,000 in aggregate gross proceeds under the Company’s at-the-market offering program at prices less than the exercise price of the warrants, and in no event more than $6,000 per quarter, at prices below the exercise price of the warrants, without triggering the warrant’s anti-dilution price protection features. The Company’s future ability to pay cash dividends on Class 2 common stock is limited by the terms of the Senior Facility and cannot be paid without the consent of the lender. |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | 1 6 . Stock-based Compensation Original Stock Option Plan Certain employees of the Company participated in the equity-based compensation plan of Privateer Holdings, Inc. (the “Original Plan”) under the terms and valuation method detailed in the Company’s annual financial statements. For the three and six months ended June 30, 2020, the total stock-based compensation expense associated with the Original Plan was $134 and $296 (2019 – $158 and $268). As of June 30, 2020, the total remaining unrecognized stock-based compensation expense related to non-vested stock options under the Original Plan amounted to $513 which will be recognized over the weighted-average remaining requisite service period of approximately 0.7 years. Stock option activity under the Original Plan is as follows: Stock options Weighted- average exercise price Weighted- average remaining contractual term (years) Aggregate intrinsic value Balance December 31, 2019 3,014,004 $ 3.04 5.8 $ 44,108 Exercised (510,101 ) 1.04 Forfeited (51,307 ) 4.40 Cancelled (52,253 ) 3.33 Balance June 30, 2020 2,400,343 $ 3.39 4.1 $ 34,141 Vested and expected to vest, June 30, 2020 2,390,920 $ 3.37 4.1 $ 34,036 Vested and exercisable, June 30, 2020 2,260,984 $ 3.21 3.9 $ 32,483 No stock options were granted under the Original Plan during the six months ended June 30, 2020 and June 30, 2019. The total fair value of stock options vested as of June 30, 2020 was $140 (December 31, 2019 – $2,789). New Stock Option and Restricted Stock Unit Plan The Company adopted the as amended and approved by stockholders in May 2018 under . For the three and six months ended June 30, 2020, total stock-based compensation expense associated with the 2018 EIP was $7,513 and $15,028 (2019 - $7,765 and $13,391). As of June 30, 2020, the total tock-based compensation expense Stock option and RSU activity under the 2018 EIP are as follows: Time-based stock option activity Stock options Weighted- average exercise price Weighted- average remaining contractual term (years) Aggregate intrinsic value Balance December 31, 2019 5,307,130 $ 14.04 8.4 $ 44,297 Granted — — Exercised (286,948 ) 7.76 Forfeited (191,957 ) 14.52 Cancelled (25,161 ) 36.04 Balance June 30, 2020 4,803,064 $ 14.28 7.7 $ — Vested and expected to vest, June 30, 2020 4,701,478 $ 14.14 7.6 $ — Vested and exercisable, June 30, 2020 3,116,993 $ 12.19 7.6 $ — During the six months ended June 30, 2020 , no time-based stock options were granted under the 2018 EIP (2019 – 10,000). The weighted-average fair values of stock options granted during the six months ended June 30, 2020 was $0 per share (2019 – $28.88). Performance-based stock option activity Stock options Weighted- average exercise price Weighted- average remaining contractual term (years) Aggregate intrinsic value Balance December 31, 2019 520,000 $ 7.76 8.4 $ 4,872 Granted — — — Exercised (320,000 ) 7.76 Forfeited — — — Cancelled — — — Balance June 30, 2020 200,000 $ 7.76 7.9 $ — Vested and expected to vest, June 30, 2020 200,000 $ 7.76 7.9 $ — Vested and exercisable, June 30, 2020 200,000 $ 7.76 7.9 $ — No performance-based stock options were granted under the 2018 EIP during the six months ended June 30, 2020 and June 30, 2019. The total fair value of stock options vested as of June 30, 2020 was $0 (December 31, 2019– $1,246). Time-based RSU activity Time-based RSUs Weighted-average grant-date fair value per share Non-vested December 31, 2019 1,423,392 $ 42.05 Granted 1,823,000 8.86 Vested (287,919 ) 50.82 Forfeited (453,950 ) 35.98 Non-vested June 30, 2020 2,504,523 $ 17.98 During the six months ended June 30, 2020, 1,823,000 (2019 – 756,825) time-based RSUs were granted. During the six months ended June 30, 2020, 287,919 (2019 – 35,000) time-based RSUs vested. Performance-based RSUs activity Performance-based RSUs Weighted-average grant-date fair value per share Non-vested December 31, 2019 265,625 $ 7.76 Vested (106,250 ) 7.76 Non-vested June 30, 2020 159,375 $ 7.76 No performance-based RSUs were granted during the six months ended June 30, 2020 (2019 – none). During the six months ended June 30, 2020, 106,250 (2019 – 478,125) performance-based RSUs vested. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) (AOCI) | 6 Months Ended |
Jun. 30, 2020 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Income (Loss) (AOCI) | 1 7 . Accumulated Other Comprehensive Income (Loss) (“AOCI”) The components of AOCI, net of tax, were as follows: Foreign Currency Translation Adjustments Unrealized (loss) gain on available-for-sale debt securities Total Balance as at December 31, 2019 $ 10,021 $ (302 ) $ 9,719 Other comprehensive loss: Change in foreign currency translation (16,633 ) — (16,633 ) Change in unrealized (losses)/ gains on available-for-sale debt securities — (74 ) (74 ) Balance as at March 31, 2020 $ (6,612 ) $ (376 ) $ (6,988 ) Other comprehensive loss: Change in foreign currency translation 7,184 — 7,184 Change in unrealized gains on available-for-sale debt securities — 35 35 Balance as at June 30, 2020 $ 572 $ (341 ) $ 231 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 1 8 . Commitments and Contingencies Legal proceedings In the normal course of business, the Company may become involved in legal disputes regarding various litigation matters. The Company records a loss contingency if the information available indicates that it is probable that a liability has been incurred at the date of the financial statements and the amount of loss can be reasonably estimated. In the opinion of management, such claims do not meet the criteria to record a loss contingency. Lease commitments The Company leases various facilities, under non-cancelable finance and operating leases, which expire at various dates through September 2027. Maturities of lease liabilities: Year ending December 31, Operating Leases Finance Leases 2020 (remaining six months) $ 1,883 $ 460 2021 3,098 950 2022 2,996 5,389 2023 2,894 11,128 2024 2,482 — Thereafter 8,018 — Total lease payments $ 21,371 $ 17,927 Imputed interest 2,679 4,714 Obligations recognized $ 18,692 $ 13,213 Purchase commitments The following table reflects the Company’s future non-cancellable minimum purchase commitments for inventory as of June 30, 2020: Total 2020 (remaining six months) 2021 2022 2023 2024 Thereafter Purchase commitments $ 79,706 $ 78,045 $ 1,587 $ 37 $ 37 $ — $ — Total $ 79,706 $ 78,045 $ 1,587 $ 37 $ 37 $ — $ — 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 cannabis flower, cannabis extracts/oils, and hemp flower. The re-negotiations are ongoing and, while certain contracts have been successfully terminated or restructured with more favorable terms to the Company, there can be no assurance that additional contract re-negotiations can be concluded on terms satisfactory to the Company 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 11), convertible notes (refer to Note 12) and the Senior Facility (refer to Note 13) as follows: Total 2020 (remaining six months) 2021 2022 2023 2024 Thereafter ABG finance liability $ 8,000 $ 500 $ 1,500 $ 1,500 $ 1,500 $ 1,500 $ 1,500 Convertible notes, principal and interest 558,125 11,875 23,750 23,750 498,750 — — Senior Facility, principal and interest 56,055 2,900 4,972 48,183 — — — Portugal construction commitments 12,234 12,234 — — — — — Total $ 634,414 $ 27,509 $ 30,222 $ 73,433 $ 500,250 $ 1,500 $ 1,500 |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 6 Months Ended |
Jun. 30, 2020 | |
Revenue From Contract With Customer [Abstract] | |
Revenue from Contract with Customers | 1 9 . 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 June 30, 2020 and December 31, 2019, other than accounts receivable, net of allowance for credit losses and provision for sales returns, the Company has no contract balances in the balance sheets. |
General and Administrative Expe
General and Administrative Expenses | 6 Months Ended |
Jun. 30, 2020 | |
General And Administrative Expense [Abstract] | |
General and Administrative Expenses | 20 . General and Administrative Expenses General and administrative expenses are comprised of the following items: Three months ended June 30, Six months ended June 30, 2020 2019 2020 2019 Salaries $ 6,434 $ 7,241 $ 13,730 $ 13,652 Professional fees 3,822 4,208 8,343 6,665 Travel expenses — 1,161 791 1,882 Other expenses 3,938 3,692 8,603 6,390 Credit loss expenses 271 259 317 795 (Gain) loss on disposal of property and equipment (21 ) 1 436 112 Total $ 14,444 $ 16,562 $ 32,220 $ 29,496 |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 6 Months Ended |
Jun. 30, 2020 | |
Supplemental Cash Flow Information [Abstract] | |
Supplemental Cash Flow Information | 2 1 . Supplemental Cash Flow Information Six months ended June 30, 2020 2019 Cash paid for interest $ 8,187 $ 11,779 Non-cash investing Acquisition of Manitoba Harvest $ — $ 195,407 Acquisition of Natura $ — $ 38,980 Investment in ABG Profit Participation Arrangement, net of receivable $ — $ 94,805 Acquisition of investments $ — $ 70 Six months ended June 30, 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 1,769 $ 782 Operating cash flows from finance leases $ 287 $ — Financing cash flows from finance leases $ 206 $ — Non-cash additions to Right-of-use assets and lease liabilities Operating leases $ 423 $ 13,300 Finance leases $ — $ — |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 2 2 . Related Party Transactions In the normal course of business, the Company enters into related party transactions with certain entities under common control and joint ventures as described in the Annual Financial Statements and detailed below. Leafly Holdings, Inc. (“Leafly”) The Company has a series of agreements with Leafly providing for, among other things, data licensing, advertising and marketing activities. During the three and six months ended June 30, 2020, operational expenses of $0 and $129 was recorded within general and administrative expenses in the statements of net loss and comprehensive loss (2019 - $18 and $19). Docklight LLC (“Docklight”) The Company pays Docklight a royalty fee pursuant to a brand licensing agreement which provides the Company with exclusive rights in Canada for the use of certain adult-use brands. During the three and six months ended June 30, 2020, royalty fees of $195 and $416 were recorded within general and administrative expenses in the statements of net loss and comprehensive loss (2019 - $73 and $132). Refer to Note 18 for purchase commitments with Docklight. Ten Eleven Management LLC (“Ten Eleven”) In January 2020, the Company entered into a management agreement with Ten Eleven Management LLC (“Ten Eleven”), pursuant to which Ten Eleven provides the Company with certain general administrative and corporate services for a service fee. This agreement was terminated in April 2020. During the three and six months ended June 30, 2020, management services of $18 and $71 was recorded within general and administrative expenses in the statements of net loss and comprehensive loss (2019 - $75 and $125). The Company sub-leases a portion of certain office space to Ten Eleven. Ten Eleven’s lease payments are based on the pro-rata share of space that they occupy, with annual lease payments of $470. The sub-lease was terminated in May 2020 Fluent and Cannfections The Company has joint venture arrangements with a 50% ownership and voting interest in each Fluent and Cannfections. Refer to Note 6 for details over transactions with these entities for the six months ended June 30, 2020. Aircraft Time Share Reimbursement The Company had entered into an aircraft time-share agreement and a lease consent and subordination agreement with Brendan Kennedy, our Chief Executive Officer, whereby the Company had access to and use of an aircraft owned by Mr. Kennedy on an as-needed basis for business purposes. Pursuant to this arrangement, the Company reimbursed Mr. Kennedy for certain related aircraft expenses. During the three and six months ended June 30, 2020, the Company incurred $0 and $261 of fees which is included in general and administrative expenses (2019 – $0 and $0). Accounts payable due to related parties At June 30, 2020, the Company has accounts payable due to related parties of $460 (December 31, 2019 - $68). |
Financial Instruments
Financial Instruments | 6 Months Ended |
Jun. 30, 2020 | |
Investments All Other Investments [Abstract] | |
Financial Instruments | 2 3 . Financial Instruments Credit risk Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company’s cash and cash equivalents and accounts receivable. The Company’s cash and cash equivalents are deposited in major financial institutions in Canada, Australia, Portugal, Germany and the United States. To date, the Company has not experienced any losses on its cash deposits. Accounts receivable are unsecured and the Company does not require collateral from its customers. The Company is also exposed to credit risk from the potential default by any of its counterparties on its financial assets. The Company evaluates the collectability of its accounts receivable and provides an allowance for credit losses as necessary (refer to Note 7). Due to the uncertainties associated with COVID-19, the Company may be unable to accurately predict the creditworthiness of its counterparties and their ability to meet their obligations. This may result in unforeseen additional credit losses. Foreign currency risk The Company conducts its business in several countries and in a variety of currencies, the most significant of which are the Canadian dollar and Euro. Consequently, the Company is exposed to foreign currency risk. A significant portion of the Company’s assets, liabilities, revenue, and expenses are denominated in Canadian dollars. A 10% change in the exchange rates for the Canadian dollar would affect the carrying value of net assets by approximately $23,761 as of June 30, 2020, with a corresponding impact to accumulated other comprehensive income (loss). The Company is also exposed to risk related to changes in the value of the Euro’s due to its one construction commitment in Portugal. Interest rate risk The Company’s exposure to changes in interest rates relates primarily to the Company’s outsanding debt. The Company is exposed to changes to the Canadian prime rate as the Senior Facility bears interest based on the Canadian prime rate plus 8.05%. The convertible notes bear interest at a fixed rate of 5% and are not publicly traded and is therefore are not affected by changes in the market interest rates. A 1% change in the Canadian prime rate would have an impact of $124 and $167 to the statements of net loss and comprehensive loss for the three and six months ended June 30, 2020. Liquidity risk The Company’s objective is to have sufficient liquidity to meet its liabilities when due. The Company monitors its cash balances and cash flows generated from operations to meet its requirements. As of June 30, 2020, the most significant financial liabilities are accounts payable, accrued expenses and other current liabilities, convertible notes and the Senior Facility. |
Fair Value Measurement
Fair Value Measurement | 6 Months Ended |
Jun. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | 2 4 . 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 June 30, 2020 and December 31, 2019 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value: Quoted prices in active markets for Other Significant identical observable unobservable assets inputs inputs (Level 1) (Level 2) (Level 3) Total As of June 30, 2020 Investments Equity investments measured at fair value $ 2,666 $ — $ — $ 2,666 Debt securities classified as available-for-sale 597 — 4,726 5,323 Warrant liability — — (103,549 ) (103,549 ) Total recurring fair value measurements $ 3,263 $ — $ (98,823 ) $ (95,560 ) Quoted prices in active markets for Other Significant identical observable unobservable assets inputs inputs (Level 1) (Level 2) (Level 3) Total As of 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 $ — $ 3,900 $ 8,810 Items measured at fair value on a recurring basis The Company’s financial assets and liabilities required to be measured on a recurring basis are its equity investments measured at fair value, debt securities classified as available-for-sale, acquisition-related contingent consideration and warrant liability. Debt securities classified as available-for-sale and equity investments recorded at fair value: The estimated fair value is determined using quoted market prices, broker or dealer quotations or discounted cash flows. Warrant liability: The warrants associated with the warrant liability are classified as Level 3 derivatives. Consequently, the estimated fair value of the warrant liability is determined using the Monte Carlo pricing model (refer to Note 14). The warrant liability (which relates to warrants to purchase shares of Class 2 common stock) is marked-to-market each reporting period with the change in fair value recorded in change in fair value of warrant liability, until the warrants are exercised, expire or other facts and circumstances lead the warrant liability to be reclassified to stockholders’ equity. The opening balances of assets and liabilities categorized within Level 3 of the fair value hierarchy measured at fair value on a recurring basis are reconciled to the closing balances as follows: Debt securities classified as available-for- sale Warrant liability Opening balance as at December 31, 2019 $ 4,320 $ — Additions and settlements Additions — (69,414 ) Exercise — 49,053 Total gains or losses for the period: — — Included in net loss — — Interest expenses, net 406 — Change in fair value of warrant liability — (83,188 ) Impairment of assets — — Foreign currency translation loss, net — — Closing balance as at June 30, 2020 $ 4,726 $ (103,549 ) Quantitative information about Level 3 fair value measurements Fair value at June 30, 2020 Valuation technique Unobservable input Range (weighted average) Discount rate 16.2% Debt securities classified as available-for-sale $ 4,726 Discounted cash flow Probability of conversion/ prepayment nil Probability of default nil Volatility 110% Warrant liability $ (103,549 ) Monte Carlo Restriction 11.6% Expected life 0.2 years to 5.2 years (2.2 years) Items measured at fair value on a non-recurring basis The Company's prepayments and other current assets, long lived assets, including property and equipment, goodwill and intangible assets are measured at fair value when there is an indicator of impairment and are recorded at fair value only when an impairment charge is recognized. Land and buildings ( held for sale ): The Company used a third-party real estate agent to assist management in its determination of the fair value of the assets held for sale at the High Park Gardens facility . Management, in its determination of the fair value of the assets held for sale reviewed market data from recent sales of similar properties to determine an implied sale price per acre of land and greenhouse space and wrote-down the carrying value of the land and greenhouse space held for sale to the estimated fair value less selling cost s. In connection with an evaluation of such assets during the six months ended June 30, 2020, the carrying values of the land and buildings at the High Park Gardens facility (Level 2), ABG finance receivable and certain intangible assets (Level 3) were concluded to exceed their fair values. As a result, the Company recorded impairment charges that incorporates fair value measurements based on Level 2 (refer to Note 2) and Level 3 inputs (refer to Note 3, Note 8 and Note 10). The estimated fair value of cash and cash equivalents, accounts receivable, net, accounts payable, accrued expenses and other current liabilities, convertible notes and Senior Facility at June 30, 2020 (December 31, 2019 – the fair value of all aforementioned, except the Senior Facility which was entered into in 2020) approximate their carrying value. |
Business Segment Information
Business Segment Information | 6 Months Ended |
Jun. 30, 2020 | |
Segment Reporting [Abstract] | |
Business Segment Information | 2 5 . Business Segment Information The Company has two operating segments based on major product categories: cannabis and hemp. These operating segments are also the Company’s reportable segments. The cannabis segment cultivates, processes and distributes medical and adult-use cannabis products in a variety of formats, as well as related accessories, on a global basis. The hemp segment processes and distributes a diverse portfolio of hemp-based natural and organic food and wellness products on a global basis. The results of each segment are regularly reviewed by the Company’s Chief Executive Officer, who is the Company’s chief operating decision maker, to assess the performance of the segment and make decisions regarding the allocation of resources. The Company’s chief operating decision maker uses revenue and gross profit as the measure of segment profit or loss. The accounting policies of each segment are the same as those set out under the summary of significant accounting policies in Note 1. There are no intersegment sales or transfers. The comparative three and six months ended June 30, 2019 have been recast to reflect to the current segment structure. Three months ended June 30, Six months ended June 30, 2020 2019 2020 2019 Revenue Gross profit / (loss) Revenue Gross profit Revenue Gross profit / (loss) Revenue Gross profit Cannabis $ 30,171 $ (12,072 ) $ 25,969 $ 3,367 $ 60,947 $ (9,146 ) $ 43,425 $ 6,988 Hemp $ 20,243 $ 6,653 $ 19,935 $ 8,906 $ 41,569 $ 14,597 $ 25,517 $ 10,670 Total $ 50,414 $ (5,419 ) $ 45,904 $ 12,273 $ 102,516 $ 5,451 $ 68,942 $ 17,658 No asset information is provided for the segments because the Company’s chief operating decision maker does not review this information by segment on a regular basis. Total revenue and gross profit for the reportable segments is equal to the Company’s consolidated revenue and gross profit. Three months ended June 30, Six months ended June 30, 2020 2019 2020 2019 Gross (loss) profit for the segments $ (5,419 ) $ 12,273 $ 5,451 $ 17,658 General and administrative expenses 14,444 16,562 32,220 29,496 Sales and marketing expenses 12,833 14,366 30,709 22,187 Research and development expenses 652 1,528 1,910 2,576 Depreciation and amortization expenses 3,337 2,392 6,928 4,257 Stock-based compensation expenses 7,647 7,923 15,324 13,659 Impairment of assets 28,371 — 58,210 — Acquisition-related expenses, net 1,790 2,464 4,145 6,888 Loss from equity method investments 1,327 — 3,075 — Foreign exchange (gain) loss, net (13,326 ) (1,611 ) 14,743 (1,432 ) Change in fair value of warrant liability 11,210 — 83,188 — Interest expenses, net 10,564 8,581 19,710 17,325 Finance income from ABG — (212 ) — (347 ) Other expense (income), net 333 (1,224 ) 4,983 (5,069 ) Loss before income taxes $ (84,601 ) $ (38,496 ) $ (269,694 ) $ (71,882 ) Sources of revenue were as follows: Three months ended June 30, Six months ended June 30, 2020 2019 2020 2019 Dried cannabis $ 20,071 $ 21,866 $ 40,260 $ 32,802 Cannabis extracts 9,955 3,899 20,007 10,353 Hemp products 20,243 19,935 41,569 25,517 Accessories and other 145 204 680 270 Total $ 50,414 $ 45,904 $ 102,516 $ 68,942 Channels of revenue were as follows: Three months ended June 30, Six months ended June 30, 2020 2019 2020 2019 Cannabis Adult-use $ 17,621 $ 15,043 $ 38,540 $ 22,923 Canada - medical 3,835 2,326 7,886 5,324 International - medical 8,313 1,851 14,119 3,662 Bulk 402 6,749 402 11,516 Total Cannabis revenue $ 30,171 $ 25,969 $ 60,947 $ 43,425 Hemp 20,243 19,935 41,569 25,517 Total $ 50,414 $ 45,904 $ 102,516 $ 68,942 Revenue attributed to geographic region based on the location of the customer was as follows: Three months ended June 30, Six months ended June 30, 2020 2019 2020 2019 Canada $ 27,844 $ 30,329 $ 57,332 $ 47,331 United States 13,981 10,730 30,511 14,955 Other countries 8,589 4,845 14,673 6,656 Total $ 50,414 $ 45,904 $ 102,516 $ 68,942 Revenue includes excise duties of $4,140 and $9,112 for the three and six month periods ended 30 June 2020 (2019: $3,862 and $5,776). Long-lived assets consisting of property and equipment, net of accumulated depreciation, attributed to geographic regions based on their physical location were as follows: June 30, 2020 December 31, 2019 Canada $ 114,805 $ 144,065 Portugal 56,572 36,908 United States 4,640 3,171 Other countries 63 73 Total $ 176,080 $ 184,217 Three customers accounted for 16%, 15%, and 9% of revenue, respectively, for the three months ended June 30, 2020. Three customers accounted for 21%, 16% and 12% of revenue, respectively, for the six months ended June 30, 2020. For the three and six months ended June 30, 2020, two customers were from the Cannabis segment and one customer from the Hemp segment. Three customers accounted for 15%, 11%, and 10% of revenue, respectively, for the three months ended June 30, 2019. Two customers accounted for 13% and 11%, of revenue, respectively, for the six months ended June 30, 2019. One customer accounted for 13% of the Company’s accounts receivable balance as of June 30, 2020. Two customers accounted for 20% and 10%, respectively, of the Company’s accounts receivable balance as of December 31, 2019. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | 2 6 . Subsequent Events During the month of July 2020, the Company issued 816,118 shares of Class 2 common stock for gross proceeds of approximately $5,800 under the at-the-market equity offering program On August 5th, 2020, the Company reached an agreement with an unrelated third party and terminated supply agreements for purchase commitments of $17,425. As part of the agreement reached the Company will not seek reimbursement of an advance deposit the Company had previously provided to the third party supplier of which $4,934 remained outstanding as of June 30, 2020 (refer to Note 4). The Company included the $4,934 in inventory valuation adjustments in cost of sales that related to the write off of the advance deposit (refer to Note 5) in its statements of net loss and comprehensive loss. The Company also removed the $17,425 of purchase commitments (refer to Note 18) from its commitments and contingencies as of June 30, 2020. In addition, the Company paid $3,683 in cash and $1,473 in shares of the Company’s Class 2 common stock. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Description of the Business | Description of the business Tilray, Inc. and its wholly owned subsidiaries (collectively “Tilray”, the “Company”, “we”, “our”, or “us”) is a global medical cannabis research, cultivation, processing and distribution organization, and is one of the leading suppliers of adult-use cannabis in Canada. The Company also markets and distributes food products from hemp seed, offering a broad range of natural and organic food products and ingredients that are sold through retailers and websites globally. |
Basis of Presentation and Going Concern | Basis of presentation and going concern The accompanying unaudited condensed consolidated financial statements (the “financial statements”) reflect the accounts of the Company. The financial statements were prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”) for interim financial information. The information included in this Form 10-Q should be read in conjunction with the audited consolidated financial statements included in the Company’s annual report on Form 10-K for the year ended December 31, 2019 (the “Annual Financial Statements”). These financial statements reflect all adjustments, which, in the opinion of management, are necessary for a fair presentation of the results for the interim periods presented. Interim results are not necessarily indicative of results for a full year. These financial statements have been prepared on a going concern basis, which assumes that the Company will continue in operation for the foreseeable future and, accordingly, will be able to realize its assets and discharge its liabilities in the normal course of operations as they come due. For the three and six months ended June 30, 2020, the Company reported a consolidated net loss of $81,687 and $265,809 and a net loss of $36,301 and $65,670 for the three and six months ending June 30, 2019. For the six months ended June 30, 2020, the Company had cash flows used in operating activities of $90,503 and cash flows used in operating activities of $110,227 for the six months ended June 30, 2019. As at June 30, 2020 and December 31, 2019 the Company had working capital of $126,128 and $166,600, respectively. Current management forecasts and related assumptions support the view that the Company can adequately manage the operational needs of the business with the current cash on hand for the next twelve months from the date of issuance of these financial statements. On March 17, 2020, the company received net proceeds of $85,289 ($90,439 of gross proceeds) from its registered equity offering (refer to Note 14). In conjunction with the offering, 19,000,000 warrants were issued as part of the offering. All the warrants remain outstanding as of June 30, 2020. The warrants issued contain an anti-dilution provision that was approved by a vote of the Company’s stockholders at its Annual Meeting held on May 28, 2020. While the Company has the ability to issue securities under its at-the-market program, because warrants from the equity offering remain outstanding as of June 30, 2020, the Company may only issue up to $20,000 in aggregate gross proceeds under its at-the-market offering program at prices less than the exercise price of the warrants (currently $5.95 per share), and in no event more than $6,000 per quarter at prices below the exercise price of the warrants, without triggering the warrant’s anti-dilution price protection feature. On February 28, 2020, the Company completed a debt financing under its Senior Facility with maximum aggregate principal amount of $59,600 and borrowed an aggregate principal amount of $49,700. The Senior Facility provided for an additional draw of $9,900. On June 5, 2020, as a result of COVID-19 related financial markets conditions that have affected the lender and not because of any material changes to the business of Tilray or its subsidiaries, the lender requested that Tilray withdraw its then outstanding request for the additional draw of $9,900 and entered into an amendment to its Senior Facility which provides for, among other things, interest-only payments for the remainder of its term with all outstanding principal payments due at February 28, 2022 (refer to Note 13). As of June 30, 2020, the Company had cash and cash equivalents of $137,211. During the last six months management has implemented a series of cost reduction strategies including headcount reductions and the closure of certain facilities. Currently, management’s forecasts and related assumptions indicate that the Company will remain in compliance with all its debt covenants and, over the next twelve months from the date of issuance of these financial statements, will be able to satisfy all its contractual obligations such as payment of interest on the 5% convertible notes (refer to Note 12 and Note 18), interest-only payments on the Senior Facility (refer to Note 13 and Note 18), non-cancelable minimum purchase commitments for inventory (refer to Note 18), payment of the ABG finance liability (refer to Note 18), payment of the Company’s lease commitments (refer to Note 18) and payment of the Company’s Portugal construction commitments (refer to Note 18). Due to uncertainties the Company may face in raising additional equity financing in the future, which may be further impacted by the economic downturn and unprecedented conditions due to COVID-19, there remains uncertainty what impact this may have on management’s assumptions used to develop these forecasts. Accordingly, the Company has concluded it is probable that it can 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 reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from uncertainty related to the Company’s ability to successfully implement its initiatives. Any such adjustments could be material. Changes in comparative presentation The Company lost its emerging growth company status effective December 31, 2019 and therefore reported as a large accelerated filer in the Annual Financial Statements. As a result, the Company complies with new and revised accounting standards applicable to public companies. In the fourth quarter of 2019, the Company adopted the following accounting pronouncements issued by FASB: ASU 2016-01, Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”); ASU 2016-02, Leases, codified as ASC 842 (“ASC 842”); ASU 2014-09 Revenue from Contracts with Customers and all subsequent amendments to the ASU, codified as ASC 606 (“ASC 606”); and ASU 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”), as described in the Annual Financial Statements, with an effective date of January 1, 2019. The comparative three and six months ended June 30, 2019 included in the financial statements reflects the new and revised accounting standards and therefore does not mirror the June 30, 2019 interim period condensed consolidated financial statements previously filed. The impact to the statements of net loss and comprehensive loss for the three and six months ended June 30, 2019 is as follows: Three months ended June 30, 2019 Six months ended June 30, 2019 Net loss Other comprehensive (loss) income Net (loss) income Other comprehensive (loss) income Unadjusted $ (35,053 ) $ 2,162 $ (65,354 ) $ 3,095 Impact of adoption of accounting standards: ASU 2016-01 (812 ) 812 577 (577 ) ASC 842 (98 ) — (125 ) — ASU 2018-07 (338 ) — (768 ) — ASC 606 — — — — Adjusted $ (36,301 ) $ 2,974 $ (65,670 ) $ 2,518 The statement of net loss and comprehensive loss for the three and six months ended June 30, 2019 was reclassified to conform to the current period’s presentation. In addition, unrelated to the impact of adoption of accounting standards, cost of sales, which was formerly presented as a single line item, is separated between product costs and inventory valuation adjustments. Loss on disposal of property and equipment, formerly presented in other expenses (income) is now presented in general and administrative expenses. |
Assets Held for Sale | Assets held for sale In May 2020, the Company announced its decision to close the High Park Gardens facility in response to its anticipated future product needs and the current economic climate. As a result, the Company has adopted an accounting policy for assets held for sale. Assets held for sale are accounted for in accordance with applicable accounting guidance provided in ASC Topic 360, Property, Plant and Equipment. The Company classifies its assets as held for sale if, among other criteria, the carrying amount will be recovered principally through a sale transaction rather than continued use and a sale is considered probable and within one year. Assets classified as held for sale are measured at the lower of the carrying amount and fair value less costs to sell. An impairment loss is recognized in impairment of assets through the statements of net loss and comprehensive loss for any initial or subsequent write-down of the asset to fair value less costs to sell. A gain is recognized for any subsequent increases in fair value less costs to sell of an asset, but not in excess of any cumulative impairment loss previously recognized. A gain or loss not previously recognized by the date of the sale of the asset is recognized at the date of derecognition. Assets are not depreciated or amortized while they are classified as held for sale. Interest and other expenses attributable to the liabilities classified as held for sale continue to be recognized. The sale of assets that represents a strategic shift and will have a major effect on the Company’s operations and financial results, are included in discontinued operations, and operating results are removed from income from continuing operations and reported as discontinued operations. The operating results for any such assets for any prior periods presented must also be reclassified as discontinued operations. Assets classified as held for sale are combined and presented separately from the other assets in the balance sheets. |
Allowance for Credit Losses | Allowance for credit losses In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This guidance was subsequently amended by ASU 2018-19, Codification Improvements, ASU 2019-04, Codification Improvements, ASU 2019-05, Targeted Transition Relief, ASU 2019-10, Effective Dates, and ASU 2019-11, Codification Improvements. These ASUs are referred to collectively as the new guidance on current expected credit loss (“CECL”). As a result of the adoption of the new CECL guidance on January 1, 2020, the Company has changed its accounting policy for the allowance for credit losses, as it relates to accounts receivable and available-for-sale debt securities. The adoption of the CECL guidance did not have a material impact on the consolidated financial statements at January 1, 2020. Accounts receivable – The Company maintains an allowance for credit losses at an amount sufficient to absorb losses inherent in its accounts receivable portfolio as of the reporting dates based on the projection of expected credit losses. The Company applies the aging method to estimate the allowance for expected credit losses. The aging method is applied to accounts receivables at the business unit level to reflect shared risk characteristics, such as receivable type, customer type and geographical location. The aging method assigns accounts receivables to a level of delinquency and applies loss rates to each class based on historical loss experience. The Company also considers relevant qualitative and quantitative factors to assess whether historical loss experience should be adjusted to better reflect the risk characteristics of the current classes and the expected future loss. This assessment incorporates all available information relevant to considering the collectability of its current classes, including considering economic and business conditions, default trends, changes in its class composition, among other internal and external factors. The expected credit loss estimates are adjusted for current conditions and reasonable supportable forecasts. As part of the Company’s analysis of expected credit losses, it may analyze contracts on an individual basis in situations where such accounts receivables exhibit unique risk characteristics and are not expected to experience similar losses to the rest of their class. Available-for-sale debt securities |
Disclosure Framework - Fair Value Measurement | Disclosure framework - fair value measurement 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”). ASU 2018-13 removes (a) the prior requirement to disclose the amount and reason for transfers between Level 1 and Level 2 of the fair value hierarchy contained in ASC Topic 820, (b) the policy for timing of transfers between levels, and (c) the valuation process used for Level 3 fair value measurements. ASU 2018-13 also adds, among other items, a requirement to disclose the range and weighted average of significant unobservable inputs used in Level 3 fair value measurements. The Company adopted ASU 2018-13 effective January 1, 2020 and such adoption did not have a material effect on its financial statements. |
Warrants | Warrants In March 2020, the Company closed on a registered offering including Class 2 common stock, warrants and pre-funded warrants (refer to Note 14). Warrants are accounted for in accordance with applicable accounting guidance provided in ASC Topic 815, Derivatives and Hedging – Contracts in Entity's Own Equity (“ASC 815”), as either liabilities or as equity instruments depending on the specific terms of the warrant agreement. The Company's warrants are classified as liabilities and are recorded at fair value. The warrants are subject to remeasurement at each balance sheet date until settlement and any change in fair value is recognized as a component of change in fair value of warrant liability in the statements of net loss and comprehensive loss. Transaction costs allocated to warrants that are presented as a liability are expensed immediately within other expenses (income) in the statements of net loss and comprehensive loss. |
Use of Estimates and Significant Judgements | Use of estimates and significant judgements Allowance for credit losses – The Company’s projections of expected credit losses are inherently uncertain, and as a result the Company cannot predict with certainty the amount of such losses. Changes in economic conditions, the risk characteristics and composition of the portfolio, bankruptcy laws, and other factors could impact the actual and projected expected credit losses and the related allowance for credit losses. Actual losses may vary from current estimates. Due to potential COVID-19 disruptions in the marketplace it is possible the Company may experience unforeseen and greater credit losses than anticipated or experienced historically. Warrant liability – The Company estimates the fair value of the warrant liability using a Monte Carlo pricing model. The Company is required to make assumptions and estimates in determining an appropriate risk-free interest rate, volatility, term, dividend yield and discount due to exercise restrictions and fair value of common stock. Assets held for sale – The Company uses a third party real estate agent to assist management in its determination of the fair value of the assets held for sale. The Company estimates the fair value by reviewing market data from recent sales of similar properties and determining an implied sale price per acre of land and greenhouse space. |
Net Loss Per Share | Net loss per share Basic net loss per share is computed by dividing reported net loss by the weighted average number of common shares outstanding for the reported period. Diluted net loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock of the Company during the reporting period. Diluted net loss per share is computed by dividing net loss by the sum of the weighted average number of common shares and the number of potential dilutive common share equivalents outstanding during the period. Potential dilutive common share equivalents consist of the incremental common shares issuable upon the exercise of vested share options and the incremental shares issuable upon conversion of the convertible notes. Potential dilutive common share equivalents consist of warrants, stock options, restricted stock units (“RSUs”) and restricted stock awards. In computing diluted earnings per share, common share equivalents are not considered in periods in which a net loss is reported, as the inclusion of the common share equivalents would be anti-dilutive. As of June 30, 2020, there were 18,784,267 common share equivalents with potential dilutive impact (June 30, 2019 – 8,228,573). Because the Company is in a net loss for all periods presented in these financial statements, there is no difference between the Company’s basic and diluted net loss per share for the periods presented. |
New Accounting Pronouncements Not Yet Adopted | New accounting pronouncements not yet adopted In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740) - Simplifying the Accounting for Income Taxes (“ASU 2019-12”), 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. 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. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Summary of Impact to Statements of Net Loss and Comprehensive Loss | The impact to the statements of net loss and comprehensive loss for the three and six months ended June 30, 2019 is as follows: Three months ended June 30, 2019 Six months ended June 30, 2019 Net loss Other comprehensive (loss) income Net (loss) income Other comprehensive (loss) income Unadjusted $ (35,053 ) $ 2,162 $ (65,354 ) $ 3,095 Impact of adoption of accounting standards: ASU 2016-01 (812 ) 812 577 (577 ) ASC 842 (98 ) — (125 ) — ASU 2018-07 (338 ) — (768 ) — ASC 606 — — — — Adjusted $ (36,301 ) $ 2,974 $ (65,670 ) $ 2,518 |
Assets Held for Sale (Tables)
Assets Held for Sale (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Assets Of Disposal Group Including Discontinued Operation [Abstract] | |
Summary of Assets Comprising Disposal Group Classified as Held for Sale | The carrying amount of major classes of assets comprising the disposal group classified as held for sale are as follows: As of June 30, 2020 Assets classified as held for sale Land and buildings $ 6,664 Cultivation license — Total assets held for sale $ 6,664 |
Summary of Pretax (Loss) Income Continuing Operations | The following table provides summary pretax (loss) income for the High Park Gardens facility, which are included in continuing operations for their respective periods: Three months ended June 30, Six months ended June 30, 2020 2019 2020 2019 Pre-tax (loss) income $ (27,924 ) $ 1,755 $ (27,693 ) $ (515 ) |
Inventory (Tables)
Inventory (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventory is comprised of the following items: June 30, 2020 December 31, 2019 Raw materials $ 10,691 $ 15,926 Work-in-process 70,339 53,973 Finished goods 12,059 17,962 Total $ 93,089 $ 87,861 |
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: Three months ended June 30, Six months ended June 30, 2020 2019 2020 2019 Raw materials $ 126 $ — $ 211 $ — Work-in-process 16,639 201 19,492 525 Finished goods 1,864 — 2,970 — Total $ 18,629 $ 201 $ 22,673 $ 525 |
Prepayments and Other Current_2
Prepayments and Other Current Assets (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
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: June 30, 2020 December 31, 2019 Deposits $ 14,707 $ 25,490 Taxes receivable 6,442 6,165 Prepayments 5,068 5,847 ABG finance receivable - current — 671 Total $ 26,217 $ 38,173 |
Investments (Tables)
Investments (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Investments Debt And Equity Securities [Abstract] | |
Summary of Long-term Investments | Long-term investments are comprised of the following items: June 30, 2020 December 31, 2019 Equity investments at fair value $ 2,666 $ 4,183 Equity investments under measurement alternative 14,556 14,954 Debt securities classified under available-for-sale method 5,323 5,047 Total other investments $ 22,545 $ 24,184 |
Summary of Ownership Interests in Equity Method Investments | The Company’s ownership interests in its equity method investments as of June 30, 2020 and December 31, 2019 and gain (loss) from equity method investments for the six months ended June 30, 2020 were as follows: Approximate Carrying value (Loss) gain from equity method investments for the six months ended ownership % June 30, 2020 June 30, 2020 Investment in Fluent 50% $ 5,166 $ (3,188 ) Investment in Cannfections 50% 3,577 113 Total equity method investments $ 8,743 $ (3,075 ) Approximate Carrying value Gain (loss) from equity method investments for the six months ended ownership % December 31, 2019 June 30, 2019 Investment in Fluent 50% $ 7,836 $ — Investment in Cannfections 50% 3,612 — Total equity method investments $ 11,448 $ — |
Summary of Financial Information for Equity Method Investments | Summary financial information for the Company’s equity method investments on an aggregate basis is as follows: June 30, 2020 December 31, 2019 Current assets $ 10,314 $ 13,942 Noncurrent assets $ 5,003 $ 4,987 Current liabilities $ 3,109 $ 1,561 Noncurrent liabilities $ — $ — Six months ended June 30, 2020 2019 Revenue $ 2,921 $ — Gross profit $ 1,239 $ — Net loss $ (6,149 ) $ — |
Allowance for Credit Losses (Ta
Allowance for Credit Losses (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Allowance For Credit Loss [Abstract] | |
Schedule of Allowance for Credit Losses | The following table provides activity in the allowance for credit losses for the six months ended June 30, 2020: Allowance for credit losses, January 1, 2020 $ 615 Provision for expected credit losses (1) 317 Write-offs charged against allowance (22 ) Recoveries of amounts previously written off — Foreign currency translation adjustment (21 ) Allowance for credit losses, June 30, 2020 $ 889 Accounts receivable balance before allowance for credit losses and provision for sales returns, June 30, 2020 $ 28,805 (1) The provision for expected credit losses is recorded in general and administrative expenses. |
Schedule of Fair Value and Unrealized Loss of Investment | The following table provides the fair value and unrealized loss of the investment at June 30, 2020 and December 31, 2019: June 30, 2020 December 31, 2019 Fair value $ 810 $ 945 Unrealized loss $ 341 $ 302 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Property Plant And Equipment [Abstract] | |
Summary of Property and Equipment | Property and equipment, net consists of the following: June 30, 2020 December 31, 2019 Land $ 6,287 $ 6,417 Buildings and leasehold improvements 105,253 109,172 Laboratory and manufacturing equipment 33,176 31,173 Office and computer equipment 1,868 2,659 Right-of-use assets under finance lease 14,133 14,753 Construction-in-process, not yet available for use 36,323 37,160 197,040 201,334 Less: accumulated depreciation (20,960 ) (17,117 ) Total $ 176,080 $ 184,217 |
Goodwill (Tables)
Goodwill (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Goodwill Disclosure [Abstract] | |
Schedule of Change in Carrying Amount of Goodwill | The following table shows the change in carrying amount of goodwill: Hemp Cannabis Total Balance as of December 31, 2019 $ 133,314 $ 29,937 $ 163,251 Foreign currency translation adjustment (5,623 ) (1,257 ) (6,880 ) Balance as of June 30, 2020 $ 127,691 $ 28,680 $ 156,371 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Intangible Assets Net Excluding Goodwill [Abstract] | |
Schedule of Intangible Assets | Intangible assets are comprised of the following items: June 30, December 31, 2020 2019 Cost Accumulated Amortization Impairment Net Cost Accumulated Amortization Impairment Net Definite-lived intangible assets: Patent $ 669 $ 131 $ 538 $ — $ 716 $ 99 $ — $ 617 Customer relationships 130,240 10,932 — 119,308 135,953 7,132 — 128,821 Developed technology 6,777 903 — 5,874 7,074 590 — 6,484 Websites 5,098 3,666 63 1,369 5,157 3,331 — 1,826 Trademarks and licenses 9,038 1,283 7,651 104 9,135 925 — 8,210 Total 151,822 16,915 8,252 126,655 158,035 12,077 — 145,958 Indefinite-lived intangible assets: Cultivation license 10,239 — 10,239 — 10,689 — — 10,689 Alef license — — — — 4,086 — 4,086 — Trademarks 53,118 — — 53,118 55,416 — — 55,416 Rights under ABG Profit Participation Arrangement 16,765 — 16,765 — 119,366 — 102,601 16,765 Total 80,122 — 27,004 53,118 189,557 — 106,687 82,870 Total intangible assets 231,944 16,915 35,256 179,773 $ 347,592 $ 12,077 $ 106,687 $ 228,828 |
Schedule of Future Amortization Expenses for Intangible Assets | Amortization expenses for intangibles was $2,981 and $4,838 for the three and six months ended June 30, 2020 (2019 – $2,044 and $3,602). Expected future amortization expenses for intangible assets as at June 30, 2020 are as follows: Year ending December 31, Amortization 2020 (remaining six months) $ 4,935 2021 9,557 2022 9,124 2023 8,898 2024 8,897 Thereafter 85,244 Total $ 126,655 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Payables And Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities are comprised of the following items: June 30, 2020 December 31, 2019 Other accrued expenses and current liabilities $ 15,640 $ 17,032 Accrued payroll and employment related withholding taxes 10,490 24,765 Accrued interest on convertible notes 5,938 5,938 ABG finance liability - current 1,250 1,500 Accrued legal and professional fees 800 1,174 Accrued interest on Senior Facility 414 — Contingent consideration for acquisitions — 420 Total accrued expenses and other current liabilities $ 34,532 $ 50,829 |
Schedule of Reconciliation of Severance Costs Within Accrued Payroll Related to Scheduled Benefit Payments | The following table shows the reconciliation of the severance costs included within the accrued payroll and employment related withholding taxes balance above, relating to scheduled benefit payments which were communicated to employees prior to June 30, 2020: Opening Balance as of March 31, 2020 $ 338 Additional charges 1,475 Less payments made to employees (970 ) Closing Balance as of June 30, 2020 $ 843 |
Convertible Notes (Tables)
Convertible Notes (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Components of Net Carrying Amount of Convertible Notes | The following table sets forth the net carrying amount of the convertible notes: June 30, 2020 December 31, 2019 5.00% Convertible Notes $ 475,000 $ 475,000 Unamortized discount (30,191 ) (34,219 ) Unamortized transaction costs (9,355 ) (10,571 ) Net carrying amount $ 435,454 $ 430,210 |
Schedule of Interest Expenses | The following table sets forth total interest expense recognized related to the convertible notes: Three months ended June 30, Six months ended June 30, 2020 2019 2020 2019 Contractual coupon interest $ 5,938 $ 5,938 $ 11,875 $ 11,875 Amortization of discount 2,019 2,032 3,998 3,821 Amortization of transaction costs 629 633 1,246 1,212 Total $ 8,586 $ 8,603 $ 17,119 $ 16,908 |
Senior Facility (Tables)
Senior Facility (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Debt Instrument [Line Items] | |
Schedule of Components of Net Carrying Amount of Senior Facility | The following table sets forth the net carrying amount of the Senior Facility: June 30, 2020 Senior Facility $ 47,355 Unamortized transaction costs (2,717 ) Net carrying amount $ 44,638 Less: current portion of Senior Facility — Total noncurrent portion of Senior Facility $ 44,638 |
Schedule of Interest Expenses | The following table sets forth total interest expense recognized related to the convertible notes: Three months ended June 30, Six months ended June 30, 2020 2019 2020 2019 Contractual coupon interest $ 5,938 $ 5,938 $ 11,875 $ 11,875 Amortization of discount 2,019 2,032 3,998 3,821 Amortization of transaction costs 629 633 1,246 1,212 Total $ 8,586 $ 8,603 $ 17,119 $ 16,908 |
Senior Secured Term Loan Facility [Member] | |
Debt Instrument [Line Items] | |
Schedule of Interest Expenses | The following table sets forth total interest expense recognized related to the Senior Facility: Three months ended June 30, 2020 Six months ended June 30, 2020 Contractual interest at Canadian prime plus 8.05% $ 1,229 $ 1,710 Amortization of transaction costs 405 536 Total $ 1,634 $ 2,246 |
Registered Offering and Warra_2
Registered Offering and Warrants (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Class Of Stock [Line Items] | |
Schedule of Pre-funded Warrants and Warrants Outstanding | Pre-funded warrants and warrants outstanding at June 30, 2020, and related activity for the six months ended June 30, 2020 is as follows (reflects the number of shares of Class 2 common stock as if the warrants were converted to Class 2 common stock): Description Classification Exercise price Expiration date Balance December 31, 2019 Issued Exercised Balance June 30, 2020 Pre-Funded Warrants Liability $ 0.0001 March 17, 2025 — 11,750,000 (11,750,000 ) — Warrants Liability $ 5.95 March 17, 2025 — 19,000,000 — 19,000,000 Total — 30,750,000 (11,750,000 ) 19,000,000 |
Schedule of Estimated Fair Value of Warrant Liability | Quantitative information about Level 3 fair value measurements Fair value at June 30, 2020 Valuation technique Unobservable input Range (weighted average) Discount rate 16.2% Debt securities classified as available-for-sale $ 4,726 Discounted cash flow Probability of conversion/ prepayment nil Probability of default nil Volatility 110% Warrant liability $ (103,549 ) Monte Carlo Restriction 11.6% Expected life 0.2 years to 5.2 years (2.2 years) |
Warrant [Member] | |
Class Of Stock [Line Items] | |
Schedule of Estimated Fair Value of Warrant Liability | The Company estimated the fair value of the Warrant liability at June 30, 2020 at $5.44 per warrant using the Monte Carlo pricing model (Level 3) with the following weighted-average assumptions: Risk-free interest rate 0.32 % Expected volatility 110 % Expected term 5.2 years Expected dividend yield 0 % Strike price $ 5.95 Fair value of common stock $ 7.11 Discount due to exercise restrictions 11.6 % |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Equity [Abstract] | |
Summary of Capital Stock | The Company’s certificate of incorporation authorized the Company to issue the following classes of shares with the following par value and voting rights as of June 30, 2020. The liquidation and dividend rights are identical among Class 1 common stock and Class 2 common stock, and all classes of common stock share equally in the Company’s earnings and losses. Par Value Authorized Voting Rights Class 1 common stock $ 0.0001 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) | 6 Months Ended |
Jun. 30, 2020 | |
Original Stock Option Plan [Member] | |
Schedule of Stock Option Activity | Stock option activity under the Original Plan is as follows: Stock options Weighted- average exercise price Weighted- average remaining contractual term (years) Aggregate intrinsic value Balance December 31, 2019 3,014,004 $ 3.04 5.8 $ 44,108 Exercised (510,101 ) 1.04 Forfeited (51,307 ) 4.40 Cancelled (52,253 ) 3.33 Balance June 30, 2020 2,400,343 $ 3.39 4.1 $ 34,141 Vested and expected to vest, June 30, 2020 2,390,920 $ 3.37 4.1 $ 34,036 Vested and exercisable, June 30, 2020 2,260,984 $ 3.21 3.9 $ 32,483 |
2018 Equity Incentive Plan [Member] | Time-based Stock Options [Member] | |
Schedule of Stock Option Activity | Time-based stock option activity Stock options Weighted- average exercise price Weighted- average remaining contractual term (years) Aggregate intrinsic value Balance December 31, 2019 5,307,130 $ 14.04 8.4 $ 44,297 Granted — — Exercised (286,948 ) 7.76 Forfeited (191,957 ) 14.52 Cancelled (25,161 ) 36.04 Balance June 30, 2020 4,803,064 $ 14.28 7.7 $ — Vested and expected to vest, June 30, 2020 4,701,478 $ 14.14 7.6 $ — Vested and exercisable, June 30, 2020 3,116,993 $ 12.19 7.6 $ — |
2018 Equity Incentive Plan [Member] | Performance-based Stock Options [Member] | |
Schedule of Stock Option Activity | Performance-based stock option activity Stock options Weighted- average exercise price Weighted- average remaining contractual term (years) Aggregate intrinsic value Balance December 31, 2019 520,000 $ 7.76 8.4 $ 4,872 Granted — — — Exercised (320,000 ) 7.76 Forfeited — — — Cancelled — — — Balance June 30, 2020 200,000 $ 7.76 7.9 $ — Vested and expected to vest, June 30, 2020 200,000 $ 7.76 7.9 $ — Vested and exercisable, June 30, 2020 200,000 $ 7.76 7.9 $ — |
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, 2019 1,423,392 $ 42.05 Granted 1,823,000 8.86 Vested (287,919 ) 50.82 Forfeited (453,950 ) 35.98 Non-vested June 30, 2020 2,504,523 $ 17.98 |
2018 Equity Incentive Plan [Member] | Performance-based RSUs [Member] | |
Schedule of RSU Activity | Performance-based RSUs activity Performance-based RSUs Weighted-average grant-date fair value per share Non-vested December 31, 2019 265,625 $ 7.76 Vested (106,250 ) 7.76 Non-vested June 30, 2020 159,375 $ 7.76 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income (Loss) (AOCI) (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
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 available-for-sale debt securities Total Balance as at December 31, 2019 $ 10,021 $ (302 ) $ 9,719 Other comprehensive loss: Change in foreign currency translation (16,633 ) — (16,633 ) Change in unrealized (losses)/ gains on available-for-sale debt securities — (74 ) (74 ) Balance as at March 31, 2020 $ (6,612 ) $ (376 ) $ (6,988 ) Other comprehensive loss: Change in foreign currency translation 7,184 — 7,184 Change in unrealized gains on available-for-sale debt securities — 35 35 Balance as at June 30, 2020 $ 572 $ (341 ) $ 231 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Summary of Maturities of Lease Liabilities | Maturities of lease liabilities: Year ending December 31, Operating Leases Finance Leases 2020 (remaining six months) $ 1,883 $ 460 2021 3,098 950 2022 2,996 5,389 2023 2,894 11,128 2024 2,482 — Thereafter 8,018 — Total lease payments $ 21,371 $ 17,927 Imputed interest 2,679 4,714 Obligations recognized $ 18,692 $ 13,213 |
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 June 30, 2020: Total 2020 (remaining six months) 2021 2022 2023 2024 Thereafter Purchase commitments $ 79,706 $ 78,045 $ 1,587 $ 37 $ 37 $ — $ — Total $ 79,706 $ 78,045 $ 1,587 $ 37 $ 37 $ — $ — |
Schedule of Other Commitments Maturities | Total 2020 (remaining six months) 2021 2022 2023 2024 Thereafter ABG finance liability $ 8,000 $ 500 $ 1,500 $ 1,500 $ 1,500 $ 1,500 $ 1,500 Convertible notes, principal and interest 558,125 11,875 23,750 23,750 498,750 — — Senior Facility, principal and interest 56,055 2,900 4,972 48,183 — — — Portugal construction commitments 12,234 12,234 — — — — — Total $ 634,414 $ 27,509 $ 30,222 $ 73,433 $ 500,250 $ 1,500 $ 1,500 |
General and Administrative Ex_2
General and Administrative Expenses (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
General And Administrative Expense [Abstract] | |
Schedule of General and Administrative Expenses | General and administrative expenses are comprised of the following items: Three months ended June 30, Six months ended June 30, 2020 2019 2020 2019 Salaries $ 6,434 $ 7,241 $ 13,730 $ 13,652 Professional fees 3,822 4,208 8,343 6,665 Travel expenses — 1,161 791 1,882 Other expenses 3,938 3,692 8,603 6,390 Credit loss expenses 271 259 317 795 (Gain) loss on disposal of property and equipment (21 ) 1 436 112 Total $ 14,444 $ 16,562 $ 32,220 $ 29,496 |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Supplemental Cash Flow Information [Abstract] | |
Schedule of Supplemental Cash Flow Information | Six months ended June 30, 2020 2019 Cash paid for interest $ 8,187 $ 11,779 Non-cash investing Acquisition of Manitoba Harvest $ — $ 195,407 Acquisition of Natura $ — $ 38,980 Investment in ABG Profit Participation Arrangement, net of receivable $ — $ 94,805 Acquisition of investments $ — $ 70 |
Summary of Supplemental Cash Flow Information Related to Leases | Six months ended June 30, 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 1,769 $ 782 Operating cash flows from finance leases $ 287 $ — Financing cash flows from finance leases $ 206 $ — Non-cash additions to Right-of-use assets and lease liabilities Operating leases $ 423 $ 13,300 Finance leases $ — $ — |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
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 June 30, 2020 and December 31, 2019 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value: Quoted prices in active markets for Other Significant identical observable unobservable assets inputs inputs (Level 1) (Level 2) (Level 3) Total As of June 30, 2020 Investments Equity investments measured at fair value $ 2,666 $ — $ — $ 2,666 Debt securities classified as available-for-sale 597 — 4,726 5,323 Warrant liability — — (103,549 ) (103,549 ) Total recurring fair value measurements $ 3,263 $ — $ (98,823 ) $ (95,560 ) Quoted prices in active markets for Other Significant identical observable unobservable assets inputs inputs (Level 1) (Level 2) (Level 3) Total As of 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 $ — $ 3,900 $ 8,810 |
Schedule of Opening Balances of Assets and Liabilities Categorized Within Level 3 of Fair Value Hierarchy Measured at Fair Value on Recurring Basis are Reconciled to Closing Balances | The opening balances of assets and liabilities categorized within Level 3 of the fair value hierarchy measured at fair value on a recurring basis are reconciled to the closing balances as follows: Debt securities classified as available-for- sale Warrant liability Opening balance as at December 31, 2019 $ 4,320 $ — Additions and settlements Additions — (69,414 ) Exercise — 49,053 Total gains or losses for the period: — — Included in net loss — — Interest expenses, net 406 — Change in fair value of warrant liability — (83,188 ) Impairment of assets — — Foreign currency translation loss, net — — Closing balance as at June 30, 2020 $ 4,726 $ (103,549 ) |
Schedule of Estimated Fair Value of Warrant Liability | Quantitative information about Level 3 fair value measurements Fair value at June 30, 2020 Valuation technique Unobservable input Range (weighted average) Discount rate 16.2% Debt securities classified as available-for-sale $ 4,726 Discounted cash flow Probability of conversion/ prepayment nil Probability of default nil Volatility 110% Warrant liability $ (103,549 ) Monte Carlo Restriction 11.6% Expected life 0.2 years to 5.2 years (2.2 years) |
Business Segment Information (T
Business Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Segment Reporting [Abstract] | |
Summary of Revenue and Gross Profit | The results of each segment are regularly reviewed by the Company’s Chief Executive Officer, who is the Company’s chief operating decision maker, to assess the performance of the segment and make decisions regarding the allocation of resources. The Company’s chief operating decision maker uses revenue and gross profit as the measure of segment profit or loss. The accounting policies of each segment are the same as those set out under the summary of significant accounting policies in Note 1. There are no intersegment sales or transfers. The comparative three and six months ended June 30, 2019 have been recast to reflect to the current segment structure. Three months ended June 30, Six months ended June 30, 2020 2019 2020 2019 Revenue Gross profit / (loss) Revenue Gross profit Revenue Gross profit / (loss) Revenue Gross profit Cannabis $ 30,171 $ (12,072 ) $ 25,969 $ 3,367 $ 60,947 $ (9,146 ) $ 43,425 $ 6,988 Hemp $ 20,243 $ 6,653 $ 19,935 $ 8,906 $ 41,569 $ 14,597 $ 25,517 $ 10,670 Total $ 50,414 $ (5,419 ) $ 45,904 $ 12,273 $ 102,516 $ 5,451 $ 68,942 $ 17,658 No asset information is provided for the segments because the Company’s chief operating decision maker does not review this information by segment on a regular basis. Total revenue and gross profit for the reportable segments is equal to the Company’s consolidated revenue and gross profit. Three months ended June 30, Six months ended June 30, 2020 2019 2020 2019 Gross (loss) profit for the segments $ (5,419 ) $ 12,273 $ 5,451 $ 17,658 General and administrative expenses 14,444 16,562 32,220 29,496 Sales and marketing expenses 12,833 14,366 30,709 22,187 Research and development expenses 652 1,528 1,910 2,576 Depreciation and amortization expenses 3,337 2,392 6,928 4,257 Stock-based compensation expenses 7,647 7,923 15,324 13,659 Impairment of assets 28,371 — 58,210 — Acquisition-related expenses, net 1,790 2,464 4,145 6,888 Loss from equity method investments 1,327 — 3,075 — Foreign exchange (gain) loss, net (13,326 ) (1,611 ) 14,743 (1,432 ) Change in fair value of warrant liability 11,210 — 83,188 — Interest expenses, net 10,564 8,581 19,710 17,325 Finance income from ABG — (212 ) — (347 ) Other expense (income), net 333 (1,224 ) 4,983 (5,069 ) Loss before income taxes $ (84,601 ) $ (38,496 ) $ (269,694 ) $ (71,882 ) Sources of revenue were as follows: Three months ended June 30, Six months ended June 30, 2020 2019 2020 2019 Dried cannabis $ 20,071 $ 21,866 $ 40,260 $ 32,802 Cannabis extracts 9,955 3,899 20,007 10,353 Hemp products 20,243 19,935 41,569 25,517 Accessories and other 145 204 680 270 Total $ 50,414 $ 45,904 $ 102,516 $ 68,942 Channels of revenue were as follows: Three months ended June 30, Six months ended June 30, 2020 2019 2020 2019 Cannabis Adult-use $ 17,621 $ 15,043 $ 38,540 $ 22,923 Canada - medical 3,835 2,326 7,886 5,324 International - medical 8,313 1,851 14,119 3,662 Bulk 402 6,749 402 11,516 Total Cannabis revenue $ 30,171 $ 25,969 $ 60,947 $ 43,425 Hemp 20,243 19,935 41,569 25,517 Total $ 50,414 $ 45,904 $ 102,516 $ 68,942 |
Summary of Revenue Attributed to a Geographic Region Based on the Location of the Customer | Revenue attributed to geographic region based on the location of the customer was as follows: Three months ended June 30, Six months ended June 30, 2020 2019 2020 2019 Canada $ 27,844 $ 30,329 $ 57,332 $ 47,331 United States 13,981 10,730 30,511 14,955 Other countries 8,589 4,845 14,673 6,656 Total $ 50,414 $ 45,904 $ 102,516 $ 68,942 |
Summary of Long-lived Assets Consisting of Property and Equipment, Net of Accumulated Depreciation, Attributed to Geographic Regions Based on their Physical Location | Long-lived assets consisting of property and equipment, net of accumulated depreciation, attributed to geographic regions based on their physical location were as follows: June 30, 2020 December 31, 2019 Canada $ 114,805 $ 144,065 Portugal 56,572 36,908 United States 4,640 3,171 Other countries 63 73 Total $ 176,080 $ 184,217 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | Mar. 17, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Feb. 28, 2020 | Dec. 31, 2019 |
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Net loss | $ (81,687,000) | $ (184,123,000) | $ (36,301,000) | $ (29,369,000) | $ (265,809,000) | $ (65,670,000) | |||
Net cash used in operating activities | (90,503,000) | (110,227,000) | |||||||
Net cash outflows | 40,420,000 | $ (302,704,000) | |||||||
Working capital | $ 126,128,000 | 126,128,000 | $ 166,600,000 | ||||||
Proceeds from issuance of registered offering, net of issuance costs | $ 85,289,000 | $ 85,465,000 | |||||||
Proceeds from registered equity offering, gross | $ 90,439,000 | ||||||||
Warrants issued | 19,000,000 | ||||||||
Warrants outstanding | 19,000,000 | 19,000,000 | |||||||
Maximum allowed aggregate gross proceeds from share issuance under ATM program | $ 20,000,000 | ||||||||
Warrant exercise price | $ 5.95 | $ 5.95 | |||||||
Maximum amount of share issuance allowed per quarter | $ 6,000,000 | ||||||||
Cash and cash equivalents | $ 137,211,000 | $ 137,211,000 | $ 96,791,000 | ||||||
Antidilutive securities excluded from computation of earnings per share | 18,784,267 | 8,228,573 | |||||||
Convertible Senior Notes Due 2023 [Member] | |||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Debt instrument interest rate | 5.00% | 5.00% | |||||||
Senior Facility [Member] | |||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Maximum aggregate principal amount | $ 59,600,000 | ||||||||
Aggregate principal amount borrowed | 49,700,000 | ||||||||
Additional draw provided | $ 9,900,000 | $ 9,900,000 | $ 9,900,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Impact to Statements of Net Loss and Comprehensive Loss (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | ||||||
Net (loss) income | $ (81,687) | $ (184,123) | $ (36,301) | $ (29,369) | $ (265,809) | $ (65,670) |
Other comprehensive (loss) income | $ 7,219 | $ (16,707) | 2,974 | $ (456) | $ (9,488) | 2,518 |
Unadjusted [Member] | ||||||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | ||||||
Net (loss) income | (35,053) | (65,354) | ||||
Other comprehensive (loss) income | 2,162 | 3,095 | ||||
Impact of Adoption [Member] | ASU 2016-01 [Member] | ||||||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | ||||||
Net (loss) income | (812) | 577 | ||||
Other comprehensive (loss) income | 812 | (577) | ||||
Impact of Adoption [Member] | ASC 842 [Member] | ||||||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | ||||||
Net (loss) income | (98) | (125) | ||||
Impact of Adoption [Member] | ASU 2018-07 [Member] | ||||||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | ||||||
Net (loss) income | $ (338) | $ (768) |
Assets Held for Sale - Addition
Assets Held for Sale - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Jun. 30, 2020 | Dec. 31, 2019 | |
Assets Of Disposal Group Including Discontinued Operation [Line Items] | |||
Indefinite-lived intangible asset, Impairment | $ 27,004 | $ 106,687 | |
Cultivation License [Member] | |||
Assets Of Disposal Group Including Discontinued Operation [Line Items] | |||
Indefinite-lived intangible asset, Impairment | 10,239 | ||
High Park Gardens Facility [Member] | Cannabis Reportable Segment [Member] | |||
Assets Of Disposal Group Including Discontinued Operation [Line Items] | |||
Impairment charges of assets classified as held for sale | $ 25,051 | 25,051 | |
Impairment charge of land and building | 13,616 | ||
Impairment charge on foreign currency translation adjustments | 1,196 | ||
High Park Gardens Facility [Member] | Cannabis Reportable Segment [Member] | Cultivation License [Member] | |||
Assets Of Disposal Group Including Discontinued Operation [Line Items] | |||
Indefinite-lived intangible asset, Impairment | $ 10,239 |
Assets Held for Sale - Summary
Assets Held for Sale - Summary of Assets and Liabilities Comprising Disposal Group Classified as Held for Sale (Detail) - High Park Gardens Facility [Member] - Cannabis Reportable Segment [Member] $ in Thousands | Jun. 30, 2020USD ($) |
Assets Of Disposal Group Including Discontinued Operation [Line Items] | |
Assets classified as held for sale | $ 6,664 |
Land and Buildings [Member] | |
Assets Of Disposal Group Including Discontinued Operation [Line Items] | |
Assets classified as held for sale | $ 6,664 |
Assets Held for Sale - Summar_2
Assets Held for Sale - Summary of Pretax (Loss) Income Continuing Operations (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Assets Of Disposal Group Including Discontinued Operation [Abstract] | ||||
Pre-tax (loss) income | $ (27,924) | $ 1,755 | $ (27,693) | $ (515) |
ABG Profit Participation Arra_2
ABG Profit Participation Arrangement - Additional Information (Detail) - USD ($) | Jan. 01, 2021 | Jul. 01, 2020 | Jan. 24, 2020 | Jan. 01, 2020 | Oct. 01, 2019 | Apr. 01, 2019 | Jan. 31, 2020 |
A And R Profit Participation Agreement [Member] | |||||||
Class Of Stock [Line Items] | |||||||
Finance receivables write-offs through impairment of assets | $ 7,011,000 | ||||||
Finance receivable write-off through accumulated deficit | $ 28,900,000 | ||||||
ABG Intermediate Holdings Two LLC [Member] | A And R Profit Participation Agreement [Member] | |||||||
Class Of Stock [Line Items] | |||||||
Minimum participation rights with respect to each contract year | $ 10,000,000 | ||||||
ABG Prince Agreement [Member] | Scenario Forecast [Member] | |||||||
Class Of Stock [Line Items] | |||||||
Quarterly royalty payment in 2021, until maturity in 2025 | $ 375,000 | ||||||
Class 2 Common Stock [Member] | ABG Intermediate Holdings Two LLC [Member] | A And R Profit Participation Agreement [Member] | |||||||
Class Of Stock [Line Items] | |||||||
Obligation to pay the additional consideration | $ (83,333,000) | ||||||
Minimum [Member] | ABG Intermediate Holdings Two LLC [Member] | A And R Profit Participation Agreement [Member] | |||||||
Class Of Stock [Line Items] | |||||||
Percentage of participation rights | 49.00% | ||||||
Minimum [Member] | ABG Prince Agreement [Member] | |||||||
Class Of Stock [Line Items] | |||||||
Guaranteed minimum royalty payment | $ 500,000 | $ 500,000 | $ 500,000 | ||||
Minimum [Member] | ABG Prince Agreement [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 | Jun. 30, 2020 | Dec. 31, 2019 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 10,691 | $ 15,926 |
Work-in-process | 70,339 | 53,973 |
Finished goods | 12,059 | 17,962 |
Total Inventory | $ 93,089 | $ 87,861 |
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 | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Inventory [Line Items] | ||||
Inventory valuation adjustments | $ 18,629 | $ 201 | $ 22,673 | $ 525 |
Raw Materials [Member] | ||||
Inventory [Line Items] | ||||
Inventory valuation adjustments | 126 | 211 | ||
Work In Process [Member] | ||||
Inventory [Line Items] | ||||
Inventory valuation adjustments | 16,639 | $ 201 | 19,492 | $ 525 |
Finished Goods [Member] | ||||
Inventory [Line Items] | ||||
Inventory valuation adjustments | $ 1,864 | $ 2,970 |
Inventory - Additional Informat
Inventory - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Cannabis [Member] | ||||
Inventory [Line Items] | ||||
Inventory write-downs | $ 15,062 | $ 162 | $ 18,309 | $ 486 |
Hemp [Member] | ||||
Inventory [Line Items] | ||||
Inventory write-downs | 3,567 | 0 | 4,364 | 39 |
Inventory Valuation Adjustments [Member] | ||||
Inventory [Line Items] | ||||
Cost of sales | 18,629 | $ 201 | 22,673 | $ 525 |
Inventory Valuation Adjustments [Member] | Secure Supply [Member] | ||||
Inventory [Line Items] | ||||
Cost of sales | 4,934 | $ 4,934 | ||
Inventory Valuation Adjustments [Member] | High Park Gardens Facility [Member] | ||||
Inventory [Line Items] | ||||
Cost of sales | $ 1,800 |
Prepayments and Other Current_3
Prepayments and Other Current Assets - Schedule of Prepayments and Other Current Assets (Detail) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Prepaid Expense And Other Assets Current [Abstract] | ||
Deposits | $ 14,707 | $ 25,490 |
Taxes receivable | 6,442 | 6,165 |
Prepayments | 5,068 | 5,847 |
ABG finance receivable - current | 671 | |
Total | $ 26,217 | $ 38,173 |
Prepayments and Other Current_4
Prepayments and Other Current Assets - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2020 | Jun. 30, 2020 | |
Cannabis [Member] | ||
Prepayments And Other Assets Current [Line Items] | ||
Write off Deposits | $ 4,934 | $ 4,934 |
Investments - Summary of Long-t
Investments - Summary of Long-term Investments (Detail) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Investments Debt And Equity Securities [Abstract] | ||
Equity investments at fair value | $ 2,666 | $ 4,183 |
Equity investments under measurement alternative | 14,556 | 14,954 |
Debt securities classified under available-for-sale method | 5,323 | 5,047 |
Total other investments | $ 22,545 | $ 24,184 |
Investments - Additional Inform
Investments - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Schedule Of Available For Sale Securities [Line Items] | |||||
Unrealized gains (losses) on equity Investments | $ 767,000 | $ 1,396,000 | $ (767,000) | $ (577,000) | |
Impairments or adjustments equity investments under measurement alternative | 0 | 0 | 0 | 0 | |
Credit loss expenses | 271,000 | 259,000 | 317,000 | 795,000 | |
Investment in joint venture under the equity method | 8,743,000 | 8,743,000 | $ 11,448,000 | ||
Fluent [Member] | |||||
Schedule Of Available For Sale Securities [Line Items] | |||||
Investment in joint venture under the equity method | 5,166,000 | 5,166,000 | 7,836,000 | ||
Fluent [Member] | Joint Venture [Member] | |||||
Schedule Of Available For Sale Securities [Line Items] | |||||
Investment in joint venture under the equity method | 908,000 | 6,134,000 | 908,000 | 6,134,000 | |
Total fees charged | 1,972,000 | 0 | |||
Fluent [Member] | Joint Venture [Member] | Accounts Receivable [Member] | |||||
Schedule Of Available For Sale Securities [Line Items] | |||||
Total fees charged | 388,000 | ||||
Fluent [Member] | Joint Venture [Member] | Accounts Payable [Member] | |||||
Schedule Of Available For Sale Securities [Line Items] | |||||
Total fees charged | 441,000 | ||||
Cannfections [Member] | |||||
Schedule Of Available For Sale Securities [Line Items] | |||||
Investment in joint venture under the equity method | 3,577,000 | 3,577,000 | 3,612,000 | ||
Cannfections [Member] | Joint Venture [Member] | |||||
Schedule Of Available For Sale Securities [Line Items] | |||||
Investment in joint venture under the equity method | 0 | 0 | 0 | 0 | |
Investment in Equities [Member] | |||||
Schedule Of Available For Sale Securities [Line Items] | |||||
Available-for-sale securities, allowance for credit loss | 0 | 0 | 0 | ||
Credit loss expenses | 0 | $ 0 | 0 | $ 0 | |
Long-term Investments [Member] | Investment in Equities [Member] | |||||
Schedule Of Available For Sale Securities [Line Items] | |||||
Available-for-sale securities, Gross unrealized loss | $ 341,000 | $ 341,000 | $ 302,000 | ||
Convertible Debt Instrument [Member] | |||||
Schedule Of Available For Sale Securities [Line Items] | |||||
Convertible debt instruments contractual maturity | 2022 |
Investments - Summary of Owners
Investments - Summary of Ownership Interests in Equity Method Investments (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2020 | Dec. 31, 2019 | |
Schedule Of Equity Method Investments [Line Items] | |||
Carrying value | $ 8,743 | $ 8,743 | $ 11,448 |
Gain (loss) from equity method investments | $ (1,327) | $ (3,075) | |
Fluent [Member] | |||
Schedule Of Equity Method Investments [Line Items] | |||
Approximate ownership % | 50.00% | 50.00% | 50.00% |
Carrying value | $ 5,166 | $ 5,166 | $ 7,836 |
Gain (loss) from equity method investments | $ (3,188) | ||
Cannfections [Member] | |||
Schedule Of Equity Method Investments [Line Items] | |||
Approximate ownership % | 50.00% | 50.00% | 50.00% |
Carrying value | $ 3,577 | $ 3,577 | $ 3,612 |
Gain (loss) from equity method investments | $ 113 |
Investments - Summary of Financ
Investments - Summary of Financial Information for Equity Method Investments (Detail) - Equity Method Investments [Member] - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2020 | Dec. 31, 2019 | |
Schedule Of Equity Method Investments [Line Items] | ||
Current assets | $ 10,314 | $ 13,942 |
Noncurrent assets | 5,003 | 4,987 |
Current liabilities | 3,109 | $ 1,561 |
Revenue | 2,921 | |
Gross profit | 1,239 | |
Net loss | $ (6,149) |
Allowance for Credit Losses - S
Allowance for Credit Losses - Schedule of Allowance for Credit Losses (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Allowance For Credit Loss [Abstract] | ||||
Allowance for credit losses, January 1, 2020 | $ 615 | |||
Provision for expected credit losses | $ 271 | $ 259 | 317 | $ 795 |
Write-offs charged against allowance | (22) | |||
Foreign currency translation adjustment | (21) | |||
Allowance for credit losses, June 30, 2020 | 889 | 889 | ||
Accounts receivable balance before allowance for credit losses and provision for sales returns, June 30, 2020 | $ 28,805 | $ 28,805 |
Allowance for Credit Losses - A
Allowance for Credit Losses - Additional Information (Detail) | Jun. 30, 2020InvestmentHolding |
Allowance For Credit Loss [Abstract] | |
Number of available for sale debt securities | 2 |
Number of available for sale securities in unrealized loss position | 1 |
Allowance for Credit Losses -_2
Allowance for Credit Losses - Schedule of Fair Value and Unrealized Loss of Investment (Detail) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Investments Debt And Equity Securities [Abstract] | ||
Fair value | $ 810 | $ 945 |
Unrealized loss | $ 341 | $ 302 |
Property and Equipment, Net - S
Property and Equipment, Net - Summary of Property and Equipment (Detail) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 197,040 | $ 201,334 |
Less: accumulated depreciation | (20,960) | (17,117) |
Total | 176,080 | 184,217 |
Land [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 6,287 | 6,417 |
Buildings and Leasehold Improvements [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 105,253 | 109,172 |
Laboratory and Manufacturing Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 33,176 | 31,173 |
Office and Computer Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 1,868 | 2,659 |
Right-of-Use Assets under Finance Lease [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 14,133 | 14,753 |
Construction-in-Process, Not Yet Available for Use [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 36,323 | $ 37,160 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Detail) $ in Thousands | 6 Months Ended |
Jun. 30, 2020USD ($) | |
High Park Gardens Facility [Member] | |
Property Plant And Equipment [Line Items] | |
Non-cash impairment charges | $ 13,616 |
Goodwill - Schedule of Change i
Goodwill - Schedule of Change in Carrying Amount of Goodwill (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2020USD ($) | |
Goodwill [Line Items] | |
Balance as of December 31, 2019 | $ 163,251 |
Foreign currency translation adjustment | (6,880) |
Balance as of June 30, 2020 | 156,371 |
Hemp [Member] | |
Goodwill [Line Items] | |
Balance as of December 31, 2019 | 133,314 |
Foreign currency translation adjustment | (5,623) |
Balance as of June 30, 2020 | 127,691 |
Cannabis [Member] | |
Goodwill [Line Items] | |
Balance as of December 31, 2019 | 29,937 |
Foreign currency translation adjustment | (1,257) |
Balance as of June 30, 2020 | $ 28,680 |
Goodwill - Additional Informati
Goodwill - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | |
Mar. 31, 2020 | Jun. 30, 2020 | Dec. 31, 2019 | |
Goodwill [Line Items] | |||
Goodwill | $ 156,371,000 | $ 156,371,000 | $ 163,251,000 |
Goodwill, impaired, facts and circumstances leading to impairment | A relatively small change in the underlying assumptions, including a 1% change in the weighted average cost of capital, continued lack of clarity from the Food and Drug Administration regarding approval of CBD or the financial performance of the reporting unit in future years may cause a change in the results of the impairment assessment in future periods and, as such, could result in an impairment of goodwill. | ||
Hemp Reporting Unit [Member] | |||
Goodwill [Line Items] | |||
Goodwill | $ 127,691,000 | ||
Reporting unit, percentage of fair value in excess of carrying amount | 26.00% | ||
Reporting unit, amount of fair value in excess of carrying amount | $ 76,998,000 | ||
Goodwill impairment loss | $ 0 | ||
Hemp Reporting Unit [Member] | Minimum [Member] | |||
Goodwill [Line Items] | |||
Weighted average cost of capital discount rate | 10.00% | ||
Hemp Reporting Unit [Member] | Minimum [Member] | Revenue and Expense Growth Assumptions [Member] | |||
Goodwill [Line Items] | |||
Reporting unit, percentage of fair value in excess of carrying amount | 9.00% | ||
Hemp Reporting Unit [Member] | Maximum [Member] | |||
Goodwill [Line Items] | |||
Weighted average cost of capital discount rate | 12.00% | ||
Hemp Reporting Unit [Member] | Maximum [Member] | Revenue and Expense Growth Assumptions [Member] | |||
Goodwill [Line Items] | |||
Reporting unit, percentage of fair value in excess of carrying amount | 38.00% |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets (Detail) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Finite and Indefinite Lived Intangible Assets [Line Items] | ||
Definite-lived intangible asset, Cost | $ 151,822 | $ 158,035 |
Definite-lived intangible asset, Accumulated Amortization | 16,915 | 12,077 |
Definite-lived intangible asset, Impairment | 8,252 | |
Definite-lived intangible asset, Net | 126,655 | 145,958 |
Indefinite-lived intangible asset, Cost | 80,122 | 189,557 |
Indefinite-lived intangible asset, Impairment | 27,004 | 106,687 |
Indefinite-lived intangible asset, Net | 53,118 | 82,870 |
Total intangible asset, Cost | 231,944 | 347,592 |
Total intangible asset, Impairment | 35,256 | 106,687 |
Total intangible asset, Net | 179,773 | 228,828 |
Patents [Member] | ||
Finite and Indefinite Lived Intangible Assets [Line Items] | ||
Definite-lived intangible asset, Cost | 669 | 716 |
Definite-lived intangible asset, Accumulated Amortization | 131 | 99 |
Definite-lived intangible asset, Impairment | 538 | |
Definite-lived intangible asset, Net | 617 | |
Customer Relationships [Member] | ||
Finite and Indefinite Lived Intangible Assets [Line Items] | ||
Definite-lived intangible asset, Cost | 130,240 | 135,953 |
Definite-lived intangible asset, Accumulated Amortization | 10,932 | 7,132 |
Definite-lived intangible asset, Net | 119,308 | 128,821 |
Developed Technology [Member] | ||
Finite and Indefinite Lived Intangible Assets [Line Items] | ||
Definite-lived intangible asset, Cost | 6,777 | 7,074 |
Definite-lived intangible asset, Accumulated Amortization | 903 | 590 |
Definite-lived intangible asset, Net | 5,874 | 6,484 |
Websites [Member] | ||
Finite and Indefinite Lived Intangible Assets [Line Items] | ||
Definite-lived intangible asset, Cost | 5,098 | 5,157 |
Definite-lived intangible asset, Accumulated Amortization | 3,666 | 3,331 |
Definite-lived intangible asset, Impairment | 63 | |
Definite-lived intangible asset, Net | 1,369 | 1,826 |
Trademarks and Licenses [Member] | ||
Finite and Indefinite Lived Intangible Assets [Line Items] | ||
Definite-lived intangible asset, Cost | 9,038 | 9,135 |
Definite-lived intangible asset, Accumulated Amortization | 1,283 | 925 |
Definite-lived intangible asset, Impairment | 7,651 | |
Definite-lived intangible asset, Net | 104 | 8,210 |
Cultivation License [Member] | ||
Finite and Indefinite Lived Intangible Assets [Line Items] | ||
Indefinite-lived intangible asset, Cost | 10,239 | 10,689 |
Indefinite-lived intangible asset, Impairment | 10,239 | |
Indefinite-lived intangible asset, Net | 10,689 | |
Alef License [Member] | ||
Finite and Indefinite Lived Intangible Assets [Line Items] | ||
Indefinite-lived intangible asset, Cost | 4,086 | |
Indefinite-lived intangible asset, Impairment | 4,086 | |
Trademarks [Member] | ||
Finite and Indefinite Lived Intangible Assets [Line Items] | ||
Indefinite-lived intangible asset, Cost | 53,118 | 55,416 |
Indefinite-lived intangible asset, Net | 53,118 | 55,416 |
Rights under ABG Profit Participation Arrangement [Member] | ||
Finite and Indefinite Lived Intangible Assets [Line Items] | ||
Indefinite-lived intangible asset, Cost | 16,765 | 119,366 |
Indefinite-lived intangible asset, Impairment | $ 16,765 | 102,601 |
Indefinite-lived intangible asset, Net | $ 16,765 |
Intangible Assets - Additional
Intangible Assets - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Finite Lived Intangible Assets [Line Items] | |||||
Intangible assets available for use | $ 126,655,000 | $ 126,655,000 | $ 145,958,000 | ||
Non-cash impairment charge of intangible assets | 27,004,000 | 106,687,000 | |||
Non-cash impairment charge of intangible assets | 8,252,000 | ||||
Amortization expenses for intangible assets | 2,981,000 | $ 2,044,000 | 4,838,000 | $ 3,602,000 | |
Separation from Smith & Sinclair [Member] | |||||
Finite Lived Intangible Assets [Line Items] | |||||
Additional non-cash impairment charges | 3,320,000 | ||||
Intangible Assets Not Yet Available For Use [Member] | |||||
Finite Lived Intangible Assets [Line Items] | |||||
Intangible assets available for use | $ 0 | 0 | $ 0 | ||
High Park Gardens Facility [Member] | |||||
Finite Lived Intangible Assets [Line Items] | |||||
Non-cash impairment charge of intangible assets | 10,239,000 | ||||
ABG Prince Agreement [Member] | |||||
Finite Lived Intangible Assets [Line Items] | |||||
Non-cash impairment charge of intangible assets | 6,063,000 | ||||
ABG Profit Participation Agreement [Member] | |||||
Finite Lived Intangible Assets [Line Items] | |||||
Non-cash impairment charge of intangible assets | 16,765,000 | ||||
CBD Trademarks and Patents [Member] | Separation from Smith & Sinclair [Member] | |||||
Finite Lived Intangible Assets [Line Items] | |||||
Additional non-cash impairment charges | $ 2,126,000 |
Intangible Assets - Schedule _2
Intangible Assets - Schedule of Future Amortization Expenses for Intangible Assets (Detail) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Finite Lived Intangible Assets Future Amortization Expense [Abstract] | ||
2020 (remaining six months) | $ 4,935 | |
2021 | 9,557 | |
2022 | 9,124 | |
2023 | 8,898 | |
2024 | 8,897 | |
Thereafter | 85,244 | |
Definite-lived intangible asset, Net | $ 126,655 | $ 145,958 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities - Summary of Accrued Expenses and Other Current Liabilities (Detail) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Accounts Payable Accrued Liabilities And Other Current Liabilities [Line Items] | ||
Other accrued expenses and current liabilities | $ 15,640 | $ 17,032 |
Accrued payroll and employment related withholding taxes | 10,490 | 24,765 |
Accrued interest on convertible notes | 5,938 | 5,938 |
Accrued legal and professional fees | 800 | 1,174 |
Accrued interest on Senior Facility | 414 | |
Contingent consideration for acquisitions | 420 | |
Total accrued expenses and other current liabilities | 34,532 | 50,829 |
ABG [Member] | ||
Accounts Payable Accrued Liabilities And Other Current Liabilities [Line Items] | ||
ABG finance liability - current | $ 1,250 | $ 1,500 |
Accrued Expenses and Other Cu_4
Accrued Expenses and Other Current Liabilities - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Accounts Payable Accrued Liabilities And Other Current Liabilities [Line Items] | ||||
Severance Costs | $ 1,475 | $ 0 | $ 3,337 | $ 0 |
Cannabis Reportable Segment [Member] | ||||
Accounts Payable Accrued Liabilities And Other Current Liabilities [Line Items] | ||||
Severance Costs | 768 | 2,193 | ||
Hemp Reportable Segment [Member] | ||||
Accounts Payable Accrued Liabilities And Other Current Liabilities [Line Items] | ||||
Severance Costs | 707 | 1,144 | ||
General and Administrative Expense [Member] | ||||
Accounts Payable Accrued Liabilities And Other Current Liabilities [Line Items] | ||||
Severance Costs | 1,414 | 2,995 | ||
Cost of Sales [Member] | ||||
Accounts Payable Accrued Liabilities And Other Current Liabilities [Line Items] | ||||
Severance Costs | $ 61 | $ 342 |
Accrued Expenses and Other Cu_5
Accrued Expenses and Other Current Liabilities - Schedule of Reconciliation of Severance Costs Within Accrued Payroll Related to Scheduled Benefit Payments (Detail) $ in Thousands | 3 Months Ended |
Jun. 30, 2020USD ($) | |
Employee Related Liabilities Current [Abstract] | |
Severance costs,Opening Balance | $ 338 |
Additional charges | 1,475 |
Less payments made to employees | (970) |
Severance costs,Closing Balance | $ 843 |
Convertible Notes - Additional
Convertible Notes - Additional Information (Detail) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Convertible Senior Notes Due 2023 [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument, face amount | $ 475,000 | $ 475,000 |
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 | Jun. 30, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||
5.00% Convertible Notes | $ 475,000 | $ 475,000 |
Unamortized discount | (30,191) | (34,219) |
Unamortized transaction costs | (9,355) | (10,571) |
Net carrying amount | $ 435,454 | $ 430,210 |
Convertible Notes - Schedule _2
Convertible Notes - Schedule of Interest Expense Schedule of Interest Expense Related to Convertible Notes (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Debt Instrument [Line Items] | ||||
Amortization of discount | $ 5,244 | $ 5,033 | ||
Convertible Senior Notes Due 2023 [Member] | ||||
Debt Instrument [Line Items] | ||||
Contractual coupon interest | $ 5,938 | $ 5,938 | 11,875 | 11,875 |
Amortization of discount | 2,019 | 2,032 | 3,998 | 3,821 |
Amortization of transaction costs | 629 | 633 | 1,246 | 1,212 |
Total | $ 8,586 | $ 8,603 | $ 17,119 | $ 16,908 |
Senior Facility - Additional In
Senior Facility - Additional Information (Detail) | Jun. 05, 2020USD ($) | Jun. 05, 2020CAD ($) | Feb. 28, 2020USD ($) | Jun. 30, 2020 | Jun. 29, 2020USD ($) | Jun. 29, 2020CAD ($) | Jun. 05, 2020CAD ($) | Feb. 28, 2020CAD ($) |
Line of Credit Facility [Line Items] | ||||||||
Aggregate repayment amount | $ 47,355,000 | $ 64,283,000 | ||||||
Canadian prime rate | 8.05% | |||||||
Senior Secured Term Loan Facility [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Withdrawal of outstanding request for additional draw | $ 9,900,000 | $ 13,300,000 | ||||||
Canadian prime rate | 8.05% | |||||||
Senior Secured Term Loan Facility [Member] | High Park Holdings Ltd. [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Maximum aggregate principal amount | $ 59,600,000 | $ 79,800,000 | ||||||
Aggregate principal amount borrowed | 49,700,000 | 66,500,000 | ||||||
Amount withdrawable on election | $ 9,900,000 | 13,300,000 | ||||||
Canadian prime rate | 8.05% | |||||||
Frequency of payment and payment terms | The Company has the option to voluntarily prepay, without penalty, the outstanding amounts, in full or in part, at any time starting 6 months from the closing date subsequent to providing 75 days’ notice. | |||||||
Transaction fees incurred | $ 3,306,000 | 4,425,000 | ||||||
Debt instrument, face amount | $ 19,153,000 | $ 26,000,000 | ||||||
Minimum unrestricted cash threshold for capital expenditures and investments | $ 29,466,000 | $ 40,000,000 | ||||||
Senior Secured Term Loan Facility Amendment [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Line of credit facility, expiration date | Feb. 28, 2022 | Feb. 28, 2022 | ||||||
Additional proceeds available | $ 9,900,000 | $ 13,300,000 | ||||||
Senior Secured Term Loan Facility Amendment [Member] | High Park Gardens Facility [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Sales proceeds received by the lender | 40.00% | 40.00% | ||||||
Sales proceeds retained by the borrower | 60.00% | 60.00% |
Senior Facility - Schedule of C
Senior Facility - Schedule of Components of Net Carrying Amount of Senior Facility (Detail) - Senior Secured Term Loan Facility [Member] $ in Thousands | Jun. 30, 2020USD ($) |
Debt Instrument [Line Items] | |
Debt instrument, face amount | $ 47,355 |
Unamortized transaction costs | (2,717) |
Net carrying amount | 44,638 |
Total noncurrent portion of Senior Facility | $ 44,638 |
Senior Facility - Schedule of I
Senior Facility - Schedule of Interest Expenses Recognized Related to Senior Facility (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | |
Debt Instrument [Line Items] | |||
Amortization of discount on convertible notes | $ 5,244 | $ 5,033 | |
Senior Secured Term Loan Facility [Member] | |||
Debt Instrument [Line Items] | |||
Contractual interest at Canadian prime plus 8.05% | $ 1,229 | 1,710 | |
Amortization of discount on convertible notes | 405 | 536 | |
Total | $ 1,634 | $ 2,246 |
Senior Facility - Schedule of_2
Senior Facility - Schedule of Interest Expenses Recognized Related to Senior Facility (Parenthetical) (Detail) | 6 Months Ended |
Jun. 30, 2020 | |
Debt Instrument [Line Items] | |
Canadian prime rate | 8.05% |
Senior Secured Term Loan Facility [Member] | |
Debt Instrument [Line Items] | |
Canadian prime rate | 8.05% |
Registered Offering and Warra_3
Registered Offering and Warrants - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Mar. 17, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2020 |
Class Of Stock [Line Items] | ||||
Warrants to purchase | 19,000,000 | 19,000,000 | ||
Warrant exercise price | $ 5.95 | $ 5.95 | ||
Shares issued for common stock at-the-market, net of issuance costs | $ 90,439 | $ 3,842 | $ 27,027 | |
Issuance costs incurred on registered offering | $ 5,150 | |||
Daily cash penalty | 1.00% | |||
Level 3 [Member] | ||||
Class Of Stock [Line Items] | ||||
Estimated fair value of warrant liability per warrant | $ 5.44 | 5.44 | ||
Other Expense (Income) [Member] | ||||
Class Of Stock [Line Items] | ||||
Issuance costs incurred on registered offering | $ 3,953 | |||
Pre funded Warrants [Member] | ||||
Class Of Stock [Line Items] | ||||
Warrant exercise price | $ 0.0001 | $ 0.0001 | ||
Warrant Liability [Member] | ||||
Class Of Stock [Line Items] | ||||
Shares issued for common stock at-the-market, net of issuance costs | $ 69,414 | |||
Class 2 Common Stock [Member] | ||||
Class Of Stock [Line Items] | ||||
Shares issued for common stock at-the-market, net of issuance costs, shares | 7,250,000 | 2,712,404 | ||
Sale price | $ 4.76 | |||
Warrants to purchase | 19,000,000 | |||
Warrant exercise price | $ 5.95 | |||
Shares issued for common stock at-the-market, net of issuance costs | $ 21,025 | |||
Issuance costs incurred on registered offering | $ 1,197 | $ 617 | ||
Class 2 Common Stock [Member] | Minimum [Member] | ||||
Class Of Stock [Line Items] | ||||
Warrants expire period | 6 months | |||
Class 2 Common Stock [Member] | Maximum [Member] | ||||
Class Of Stock [Line Items] | ||||
Warrants expire period | 5 years | |||
Class 2 Common Stock [Member] | Pre funded Warrants [Member] | ||||
Class Of Stock [Line Items] | ||||
Sale price | $ 4.7599 | |||
Warrants to purchase | 11,750,000 | 11,750,000 | ||
Warrant exercise price | $ 0.0001 | $ 0.0001 |
Registered Offering and Warra_4
Registered Offering and Warrants - Schedule of Pre-funded Warrants and Warrants Outstanding (Detail) | 6 Months Ended |
Jun. 30, 2020$ / sharesshares | |
Class Of Warrant Or Right [Line Items] | |
Warrant exercise price | $ / shares | $ 5.95 |
Warrant issued | 30,750,000 |
Warrant exercised | (11,750,000) |
Ending Balance | 19,000,000 |
Pre funded Warrants [Member] | |
Class Of Warrant Or Right [Line Items] | |
Warrant description | Pre-Funded Warrants |
Warrant classification | Liability |
Warrant exercise price | $ / shares | $ 0.0001 |
Warrant expiration date | Mar. 17, 2025 |
Warrant issued | 11,750,000 |
Warrant exercised | (11,750,000) |
Warrants [Member] | |
Class Of Warrant Or Right [Line Items] | |
Warrant description | Warrants |
Warrant classification | Liability |
Warrant exercise price | $ / shares | $ 5.95 |
Warrant expiration date | Mar. 17, 2025 |
Warrant issued | 19,000,000 |
Ending Balance | 19,000,000 |
Registered Offering and Warra_5
Registered Offering and Warrants - Schedule of Estimated Fair Value of Warrant Liability (Detail) - Warrant [Member] - Level 3 [Member] | Jun. 30, 2020USD ($)yr |
Risk-Free Interest Rate [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Warrant and rights measurement input | 0.0032 |
Expected Volatility [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Warrant and rights measurement input | 1.10 |
Expected Term [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Warrant and rights measurement input | yr | 5.2 |
Expected Dividend Yield [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Warrant and rights measurement input | 0 |
Strike Price [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Warrant and rights measurement input | 5.95 |
Fair Value of Common Stock [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Warrant and rights measurement input | 7.11 |
Discount Due to Exercise Restrictions [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Warrant and rights measurement input | 0.116 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Capital Stock (Detail) | 6 Months Ended |
Jun. 30, 2020$ / 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) | Jun. 30, 2020Vote |
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) - USD ($) | Mar. 17, 2020 | Jun. 30, 2020 | Mar. 31, 2020 |
Class Of Stock [Line Items] | |||
Warrant exercise price | $ 5.95 | ||
Warrants to purchase | 19,000,000 | ||
Proceeds from issuance of common stock, gross | $ 90,439,000 | ||
Transaction costs recorded net against allocated gross proceeds in additional paid-in-capital | $ 5,150,000 | ||
Maximum allowed aggregate gross proceeds from share issuance under ATM program | $ 20,000,000 | ||
Maximum amount of share issuance allowed per quarter | $ 6,000,000 | ||
Pre funded Warrants [Member] | |||
Class Of Stock [Line Items] | |||
Warrant exercise price | $ 0.0001 | ||
Class 2 Common Stock [Member] | |||
Class Of Stock [Line Items] | |||
Common stock issued, Shares | 7,250,000 | 2,712,404 | |
Warrant exercise price | $ 5.95 | ||
Warrants to purchase | 19,000,000 | ||
Proceeds from issuance of common stock, gross | $ 30,846,000 | ||
Transaction costs recorded net against allocated gross proceeds in additional paid-in-capital | $ 1,197,000 | 617,000 | |
Maximum allowed aggregate gross proceeds from share issuance under ATM program | 20,000,000 | ||
Maximum amount of share issuance allowed per quarter | $ 6,000,000 | ||
Class 2 Common Stock [Member] | Pre funded Warrants [Member] | |||
Class Of Stock [Line Items] | |||
Warrant exercise price | $ 0.0001 | $ 0.0001 | |
Warrants to purchase | 11,750,000 | 11,750,000 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Unrecognized compensation expenses | $ 513 | $ 513 | |||
Unrecognized stock-based compensation expense to be recognized in period, years | 8 months 12 days | ||||
Original Stock Option Plan [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Allocated share-based compensation expense | 134 | $ 158 | $ 296 | $ 268 | |
Stock options granted | 0 | 0 | |||
Fair values of stock option vested | $ 140 | $ 2,789 | |||
2018 Equity Incentive Plan [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Allocated share-based compensation expense | 7,513 | $ 7,765 | 15,028 | $ 13,391 | |
Unrecognized compensation expenses | $ 50,684 | $ 50,684 | |||
Unrecognized stock-based compensation expense to be recognized in period, years | 1 year 11 months 26 days | ||||
2018 Equity Incentive Plan [Member] | Time-based Stock Options [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Stock options granted | 0 | 10,000 | |||
Fair values of stock option vested | $ 28,454 | $ 16,708 | |||
Weighted average fair values of stock options granted, per share | $ 0 | $ 28.88 | |||
2018 Equity Incentive Plan [Member] | Performance-based Stock Options [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Stock options granted | 0 | 0 | |||
Fair values of stock option vested | $ 0 | $ 1,246 | |||
2018 Equity Incentive Plan [Member] | Time-based RSU [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Number of RSUs granted | 1,823,000 | 756,825 | |||
Number of RSUs vested | 287,919 | 35,000 | |||
2018 Equity Incentive Plan [Member] | Performance-based RSUs [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Number of RSUs granted | 0 | 0 | |||
Number of RSUs vested | 106,250 | 478,125 | |||
2018 Equity Incentive Plan [Member] | Class 2 common stock [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Common shares reserved for issuance, annual automatic increase percentage | 4.00% | 4.00% | |||
2018 Equity Incentive Plan [Member] | Class 2 common stock [Member] | Maximum [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Number of common stock reserved for issuance, term | 10 years | ||||
2018 Equity Incentive Plan [Member] | Class 2 common stock [Member] | Stock Options and Restricted Stock Units [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Shares are reserved for issuance | 17,037,421 | 17,037,421 | 12,926,172 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Stock Option Activity (Detail) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Original Stock Option Plan [Member] | |||
Stock options | |||
Shares, Beginning Balance | 3,014,004 | ||
Shares, Granted | 0 | 0 | |
Shares, Exercised | (510,101) | ||
Shares, Forfeited | (51,307) | ||
Shares, Cancelled | (52,253) | ||
Shares, Ending Balance | 2,400,343 | 3,014,004 | |
Shares, Vested and expected to vest | 2,390,920 | ||
Shares, Vested and exercisable | 2,260,984 | ||
Weighted-average exercise price | |||
Weighted-average exercise price, Beginning Balance | $ 3.04 | ||
Weighted-average exercise price, Exercised | 1.04 | ||
Weighted-average exercise price, Forfeited | 4.40 | ||
Weighted-average exercise price, Cancelled | 3.33 | ||
Weighted-average exercise price, Ending Balance | 3.39 | $ 3.04 | |
Weighted-average exercise price, Vested and expected to vest | 3.37 | ||
Weighted-average exercise price, Vested and exercisable | $ 3.21 | ||
Weighted-average remaining contractual term (years) | |||
Weighted-average remaining contractual term | 4 years 1 month 6 days | 5 years 9 months 18 days | |
Weighted-average remaining contractual term, Vested and expected to vest | 4 years 1 month 6 days | ||
Weighted-average remaining contractual term, Vested and exercisable | 3 years 10 months 24 days | ||
Aggregate intrinsic value | |||
Aggregate intrinsic value | $ 34,141 | $ 44,108 | |
Aggregate intrinsic value, Vested and expected to vest | 34,036 | ||
Aggregate intrinsic value, Vested and exercisable | $ 32,483 | ||
2018 Equity Incentive Plan [Member] | Time-based Stock Options [Member] | |||
Stock options | |||
Shares, Beginning Balance | 5,307,130 | ||
Shares, Granted | 0 | 10,000 | |
Shares, Exercised | (286,948) | ||
Shares, Forfeited | (191,957) | ||
Shares, Cancelled | (25,161) | ||
Shares, Ending Balance | 4,803,064 | 5,307,130 | |
Shares, Vested and expected to vest | 4,701,478 | ||
Shares, Vested and exercisable | 3,116,993 | ||
Weighted-average exercise price | |||
Weighted-average exercise price, Beginning Balance | $ 14.04 | ||
Weighted-average exercise price, Exercised | 7.76 | ||
Weighted-average exercise price, Forfeited | 14.52 | ||
Weighted-average exercise price, Cancelled | 36.04 | ||
Weighted-average exercise price, Ending Balance | 14.28 | $ 14.04 | |
Weighted-average exercise price, Vested and expected to vest | 14.14 | ||
Weighted-average exercise price, Vested and exercisable | $ 12.19 | ||
Weighted-average remaining contractual term (years) | |||
Weighted-average remaining contractual term | 7 years 8 months 12 days | 8 years 4 months 24 days | |
Weighted-average remaining contractual term, Vested and expected to vest | 7 years 7 months 6 days | ||
Weighted-average remaining contractual term, Vested and exercisable | 7 years 7 months 6 days | ||
Aggregate intrinsic value | |||
Aggregate intrinsic value | $ 44,297 | ||
2018 Equity Incentive Plan [Member] | Performance-based Stock Options [Member] | |||
Stock options | |||
Shares, Beginning Balance | 520,000 | ||
Shares, Granted | 0 | 0 | |
Shares, Exercised | (320,000) | ||
Shares, Ending Balance | 200,000 | 520,000 | |
Shares, Vested and expected to vest | 200,000 | ||
Shares, Vested and exercisable | 200,000 | ||
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 | 7 years 10 months 24 days | 8 years 4 months 24 days | |
Weighted-average remaining contractual term, Vested and expected to vest | 7 years 10 months 24 days | ||
Weighted-average remaining contractual term, Vested and exercisable | 7 years 10 months 24 days | ||
Aggregate intrinsic value | |||
Aggregate intrinsic value | $ 4,872 |
Stock-based Compensation - Sc_2
Stock-based Compensation - Schedule of RSU Activity (Detail) - 2018 Equity Incentive Plan [Member] - $ / shares | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Time-based RSU [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Share equivalent, Beginning Balance | 1,423,392 | |
Share equivalent, Granted | 1,823,000 | 756,825 |
Share equivalent, Vested | (287,919) | (35,000) |
Share equivalent, Forfeited | (453,950) | |
Share equivalent, Ending Balance | 2,504,523 | |
Weighted-average grant date fair value, Beginning Balance | $ 42.05 | |
Weighted-average grant date fair value, Granted | 8.86 | |
Weighted-average grant date fair value, Vested | 50.82 | |
Weighted-average grant date fair value, Forfeited | 35.98 | |
Weighted-average grant date fair value, Ending Balance | $ 17.98 | |
Performance-based RSUs [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Share equivalent, Beginning Balance | 265,625 | |
Share equivalent, Granted | 0 | 0 |
Share equivalent, Vested | (106,250) | (478,125) |
Share equivalent, Ending Balance | 159,375 | |
Weighted-average grant date fair value, Beginning Balance | $ 7.76 | |
Weighted-average grant date fair value, Vested | 7.76 | |
Weighted-average grant date fair value, Ending Balance | $ 7.76 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Income (Loss) (AOCI) - Schedule of Accumulated Other Comprehensive Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Accumulated Other Comprehensive Income Loss [Line Items] | |||||
Beginning balance | $ (6,988) | $ 9,719 | $ 9,719 | ||
Change in foreign currency translation | 7,184 | (16,633) | $ 2,924 | (9,449) | $ 2,449 |
Change in unrealized (losses)/ gains on available-for-sale debt securities | 35 | (74) | |||
Ending balance | 231 | (6,988) | 231 | ||
Foreign Currency Translation Adjustments [Member] | |||||
Accumulated Other Comprehensive Income Loss [Line Items] | |||||
Beginning balance | (6,612) | 10,021 | 10,021 | ||
Change in foreign currency translation | 7,184 | (16,633) | |||
Ending balance | 572 | (6,612) | 572 | ||
Unrealized (Loss) Gain on Available-for-sale Debt Securities [Member] | |||||
Accumulated Other Comprehensive Income Loss [Line Items] | |||||
Beginning balance | (376) | (302) | (302) | ||
Change in unrealized (losses)/ gains on available-for-sale debt securities | 35 | (74) | |||
Ending balance | $ (341) | $ (376) | $ (341) |
Commitments and Contingencies -
Commitments and Contingencies - Summary of Maturities of Lease Liabilities (Detail) $ in Thousands | Jun. 30, 2020USD ($) |
Operating leases | |
2020 (remaining six months) | $ 1,883 |
2021 | 3,098 |
2022 | 2,996 |
2023 | 2,894 |
2024 | 2,482 |
Thereafter | 8,018 |
Total lease payments | 21,371 |
Imputed interest | 2,679 |
Obligations recognized | 18,692 |
Finance leases | |
2020 (remaining six months) | 460 |
2021 | 950 |
2022 | 5,389 |
2023 | 11,128 |
Total lease payments | 17,927 |
Imputed interest | 4,714 |
Obligations recognized | $ 13,213 |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Future Non-cancellable Minimum Purchase Commitments (Detail) $ in Thousands | Jun. 30, 2020USD ($) |
Purchase Commitment Excluding Longterm Commitment [Line Items] | |
Total | $ 79,706 |
2020 (remaining six months) | 78,045 |
2021 | 1,587 |
2022 | 37 |
2023 | 37 |
Purchase Commitments [Member] | |
Purchase Commitment Excluding Longterm Commitment [Line Items] | |
Total | 79,706 |
2020 (remaining six months) | 78,045 |
2021 | 1,587 |
2022 | 37 |
2023 | $ 37 |
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 | Jun. 30, 2020USD ($) |
Other Commitments [Line Items] | |
Total | $ 634,414 |
2020 (remaining six months) | 27,509 |
2021 | 30,222 |
2022 | 73,433 |
2023 | 500,250 |
2024 | 1,500 |
Thereafter | 1,500 |
ABG Finance Liability [Member] | |
Other Commitments [Line Items] | |
Total | 8,000 |
2020 (remaining six months) | 500 |
2021 | 1,500 |
2022 | 1,500 |
2023 | 1,500 |
2024 | 1,500 |
Thereafter | 1,500 |
Convertible Notes, Principal and Interest [Member] | |
Other Commitments [Line Items] | |
Total | 558,125 |
2020 (remaining six months) | 11,875 |
2021 | 23,750 |
2022 | 23,750 |
2023 | 498,750 |
Senior Facility, Principal and Interest [Member] | |
Other Commitments [Line Items] | |
Total | 56,055 |
2020 (remaining six months) | 2,900 |
2021 | 4,972 |
2022 | 48,183 |
Portugal Construction Commitments [Member] | |
Other Commitments [Line Items] | |
Total | 12,234 |
2020 (remaining six months) | $ 12,234 |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Detail) | 6 Months Ended | |
Jun. 30, 2020USD ($)Segment | Dec. 31, 2019USD ($) | |
Revenue From Contract With Customer [Abstract] | ||
Number of reportable segments | Segment | 2 | |
Contract balances in the balance sheets | $ | $ 0 | $ 0 |
General and Administrative Ex_3
General and Administrative Expenses - Schedule of General and Administrative Expenses (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
General And Administrative Expense [Abstract] | ||||
Salaries | $ 6,434 | $ 7,241 | $ 13,730 | $ 13,652 |
Professional fees | 3,822 | 4,208 | 8,343 | 6,665 |
Travel expenses | 1,161 | 791 | 1,882 | |
Other expenses | 3,938 | 3,692 | 8,603 | 6,390 |
Credit loss expenses | 271 | 259 | 317 | 795 |
Loss on disposal of property and equipment | (21) | 1 | 436 | 112 |
Total | $ 14,444 | $ 16,562 | $ 32,220 | $ 29,496 |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information - Schedule of Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Noncash Or Part Noncash Acquisitions [Line Items] | ||
Cash paid for interest | $ 8,187 | $ 11,779 |
Non-cash investing | ||
Acquisition of investments | 70 | |
Manitoba Harvest [Member] | ||
Non-cash investing | ||
Acquisition of Manitoba Harvest, Natura | 195,407 | |
Natura [Member] | ||
Non-cash investing | ||
Acquisition of Manitoba Harvest, Natura | 38,980 | |
Investment In ABG [Member] | ||
Non-cash investing | ||
Investment in ABG Profit Participation Arrangement, net of receivable | $ 94,805 |
Supplemental Cash Flow Inform_4
Supplemental Cash Flow Information - Summary of Supplemental Cash Flow Information Related to Leases (Detail) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows from operating leases | $ 1,769 | $ 782 |
Operating cash flows from finance leases | 287 | |
Financing cash flows from finance leases | 206 | |
Non-cash additions to Right-of-use assets and lease liabilities | ||
Operating leases | $ 423 | $ 13,300 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Related Party Transaction [Line Items] | |||||
Annual lease payments | $ 21,371 | $ 21,371 | |||
Accounts payable to related party | $ 460 | $ 460 | $ 68 | ||
Cannfections [Member] | |||||
Related Party Transaction [Line Items] | |||||
Percentage of ownership | 50.00% | 50.00% | 50.00% | ||
Fluent [Member] | |||||
Related Party Transaction [Line Items] | |||||
Percentage of ownership | 50.00% | 50.00% | 50.00% | ||
Ten Eleven [Member] | |||||
Related Party Transaction [Line Items] | |||||
Annual lease payments | $ 470 | $ 470 | |||
Sub-leases expiration period | May 31, 2020 | ||||
Joint Venture [Member] | Cannfections [Member] | |||||
Related Party Transaction [Line Items] | |||||
Percentage of ownership | 50.00% | 50.00% | |||
Percentage of voting interest | 50.00% | 50.00% | |||
Joint Venture [Member] | Fluent [Member] | |||||
Related Party Transaction [Line Items] | |||||
Percentage of ownership | 50.00% | 50.00% | |||
Percentage of voting interest | 50.00% | 50.00% | |||
General and Administrative Expense [Member] | Aircraft Time Share Reimbursement [Member] | |||||
Related Party Transaction [Line Items] | |||||
Payment for use of aircraft | $ 0 | $ 0 | $ 261 | $ 0 | |
General and Administrative Expense [Member] | Leafly Holdings, Inc [Member] | |||||
Related Party Transaction [Line Items] | |||||
Operational expenses | 0 | 18 | 129 | 19 | |
General and Administrative Expense [Member] | Docklight L L C | |||||
Related Party Transaction [Line Items] | |||||
Management service fees expense | 195 | 73 | 416 | 132 | |
General and Administrative Expense [Member] | Ten Eleven [Member] | |||||
Related Party Transaction [Line Items] | |||||
Management service fees expense | 18 | 75 | 71 | 125 | |
Other Income, Net [Member] | Ten Eleven [Member] | |||||
Related Party Transaction [Line Items] | |||||
Sublease income | $ 78 | $ 77 | $ 196 | $ 77 |
Financial Instruments - Additio
Financial Instruments - Additional Information (Detail) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2020USD ($) | Jun. 30, 2020USD ($) | |
Financial Instruments [Abstract] | ||
Change in exchange rate | 10.00% | |
Carrying value of net asset | $ 23,761 | |
Canadian prime rate | 8.05% | |
Convertible notes, fixed interest rate | 5.00% | 5.00% |
Change in Canadian prime rate | 1.00% | |
Loss due to one percentage change in Canadian prime rate | $ 124 | $ 167 |
Fair Value Measurement - Schedu
Fair Value Measurement - Schedule of Assets Measured Fair Value on Recurring Basis (Detail) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
Fair Value, Measurements, Recurring [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Warrant liability | $ (103,549) | |
Total recurring fair value measurements | (95,560,000) | $ 8,810,000 |
Acquisition-related contingent consideration | (420,000) | |
Fair Value, Measurements, Recurring [Member] | Equity Investments Measured at Fair Value [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total investments | 2,666,000 | 4,183,000 |
Fair Value, Measurements, Recurring [Member] | Debt Securities Classified as Available-for-Sale [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total investments | 5,323,000 | 5,047,000 |
Level 1 [Member] | Fair Value, Measurements, Recurring [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total recurring fair value measurements | 3,263,000 | 4,910,000 |
Level 1 [Member] | Fair Value, Measurements, Recurring [Member] | Equity Investments Measured at Fair Value [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total investments | 2,666,000 | 4,183,000 |
Level 1 [Member] | Fair Value, Measurements, Recurring [Member] | Debt Securities Classified as Available-for-Sale [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total investments | 597,000 | 727,000 |
Level 3 [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Warrant liability | (103,549) | |
Level 3 [Member] | Fair Value, Measurements, Recurring [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Warrant liability | (103,549) | |
Total recurring fair value measurements | (98,823,000) | 3,900,000 |
Acquisition-related contingent consideration | (420,000) | |
Level 3 [Member] | Fair Value, Measurements, Recurring [Member] | Debt Securities Classified as Available-for-Sale [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total investments | $ 4,726,000 | $ 4,320,000 |
Fair Value Measurement - Summar
Fair Value Measurement - Summary of Opening Balances of Assets and Liabilities Categorized Within Level 3 of the Fair Value Hierarchy Measured at Fair Value on a Recurring Basis (Detail) $ in Thousands | 6 Months Ended |
Jun. 30, 2020USD ($) | |
Fair Value Disclosures [Abstract] | |
Debt securities classified as available-for-sale, Beginning Balance | $ 4,320 |
Debt securities classified as available-for-sale, Interest expenses, net | 406 |
Debt securities classified as available-for-sale, Ending Balance | 4,726 |
Warrant liability, Additions | (69,414) |
Warrant liability, Exercise | 49,053 |
Warrant liability, Change in fair value of warrant liability | (83,188) |
Warrant liability, Ending Balance | $ (103,549) |
Fair Value Measurement - Summ_2
Fair Value Measurement - Summary of Quantitative Information about Level 3 Fair Value Measurements (Detail) | Jun. 30, 2020USD ($)yr | Dec. 31, 2019USD ($) |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair value of, Debt securities classified as available-for-sale | $ | $ 5,323,000 | $ 5,047,000 |
Quantitative information about Level 3 Fair Value Measurements [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair value of, Debt securities classified as available-for-sale | $ | $ 4,726,000 | |
Debt Securities, Available-for-sale, Valuation Technique [Extensible List] | us-gaap:ValuationTechniqueDiscountedCashFlowMember | |
Warrant liability | $ | $ (103,549) | |
Warrants and Rights Outstanding, Valuation Technique [Extensible List] | tlry:ValuationTechniqueMonteCarloMember | |
Quantitative information about Level 3 Fair Value Measurements [Member] | Discount Due to Exercise Restrictions [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Debt securities classified as available-for-sale, Range | 16.2 | |
Quantitative information about Level 3 Fair Value Measurements [Member] | Probability of Conversion/ Prepayment [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Debt securities classified as available-for-sale, Range | ||
Quantitative information about Level 3 Fair Value Measurements [Member] | Probability of Default [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Debt securities classified as available-for-sale, Range | ||
Quantitative information about Level 3 Fair Value Measurements [Member] | Volatility [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Warrant and rights measurement input | 110 | |
Quantitative information about Level 3 Fair Value Measurements [Member] | Restriction [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Warrant and rights measurement input | 11.6 | |
Quantitative information about Level 3 Fair Value Measurements [Member] | Minimum [Member] | Expected Term [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Warrant and rights measurement input | yr | 0.2 | |
Quantitative information about Level 3 Fair Value Measurements [Member] | Maximum [Member] | Expected Term [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Warrant and rights measurement input | yr | 5.2 | |
Quantitative information about Level 3 Fair Value Measurements [Member] | Weighted Average [Member] | Expected Term [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Warrant and rights measurement input | yr | 2.2 |
Business Segment Information -
Business Segment Information - Additional Information (Detail) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2020USD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2020USD ($)Segment | Jun. 30, 2019USD ($) | Dec. 31, 2019 | |
Segment Reporting Information [Line Items] | |||||
Number of operating segment | Segment | 2 | ||||
Revenue | $ 50,414,000 | $ 45,904,000 | $ 102,516,000 | $ 68,942,000 | |
Excise duties | $ 4,140,000 | $ 3,862,000 | $ 9,112,000 | $ 5,776,000 | |
Customer Concentration Risk [Member] | Revenue [Member] | Customer A [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Concentration risk percentage | 16.00% | 15.00% | 21.00% | 13.00% | |
Customer Concentration Risk [Member] | Revenue [Member] | Customer B [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Concentration risk percentage | 15.00% | 11.00% | 16.00% | 11.00% | |
Customer Concentration Risk [Member] | Revenue [Member] | Customer C [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Concentration risk percentage | 9.00% | 10.00% | 12.00% | ||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Customer A [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Concentration risk percentage | 13.00% | 20.00% | |||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Customer B [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Concentration risk percentage | 10.00% | ||||
Intersegment Sales or Transfers [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | $ 0 |
Business Segment Information _2
Business Segment Information - Summary of Revenue and Gross Profit of each Segment (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Segment Reporting Information [Line Items] | ||||
Revenue | $ 50,414 | $ 45,904 | $ 102,516 | $ 68,942 |
Gross profit / (loss) | (5,419) | 12,273 | 5,451 | 17,658 |
Cannabis [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 30,171 | 25,969 | 60,947 | 43,425 |
Gross profit / (loss) | (12,072) | 3,367 | (9,146) | 6,988 |
Hemp [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 20,243 | 19,935 | 41,569 | 25,517 |
Gross profit / (loss) | $ 6,653 | $ 8,906 | $ 14,597 | $ 10,670 |
Business Segment Information _3
Business Segment Information - Summary of Revenue and Gross Profit (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Segment Reporting [Abstract] | ||||
Gross profit / (loss) | $ (5,419) | $ 12,273 | $ 5,451 | $ 17,658 |
General and administrative expenses | 14,444 | 16,562 | 32,220 | 29,496 |
Sales and marketing expenses | 12,833 | 14,366 | 30,709 | 22,187 |
Research and development expenses | 652 | 1,528 | 1,910 | 2,576 |
Depreciation and amortization expenses | 3,337 | 2,392 | 6,928 | 4,257 |
Stock-based compensation expenses | 7,647 | 7,923 | 15,324 | 13,659 |
Impairment of assets | 28,371 | 58,210 | ||
Acquisition-related expenses, net | 1,790 | 2,464 | 4,145 | 6,888 |
Loss from equity method investments | 1,327 | 3,075 | ||
Foreign exchange (gain) loss, net | (13,326) | (1,611) | 14,743 | (1,432) |
Change in fair value of warrant liability | 11,210 | 83,188 | ||
Interest expenses, net | 10,564 | 8,581 | 19,710 | 17,325 |
Finance income from ABG | (212) | (347) | ||
Other expense (income), net | 333 | (1,224) | 4,983 | (5,069) |
Loss before income taxes | $ (84,601) | $ (38,496) | $ (269,694) | $ (71,882) |
Business Segment Information _4
Business Segment Information - Summary of Sources of Revenue (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Segment Reporting Information [Line Items] | ||||
Revenues | $ 50,414 | $ 45,904 | $ 102,516 | $ 68,942 |
Dried Cannabis [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 20,071 | 21,866 | 40,260 | 32,802 |
Cannabis Extracts [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 9,955 | 3,899 | 20,007 | 10,353 |
Hemp Products [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 20,243 | 19,935 | 41,569 | 25,517 |
Accessories And Other [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | $ 145 | $ 204 | $ 680 | $ 270 |
Business Segment Information _5
Business Segment Information - Summary of Channels of Revenue (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Segment Reporting Information [Line Items] | ||||
Revenue | $ 50,414 | $ 45,904 | $ 102,516 | $ 68,942 |
Cannabis [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 30,171 | 25,969 | 60,947 | 43,425 |
Cannabis [Member] | Adult-use [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 17,621 | 15,043 | 38,540 | 22,923 |
Cannabis [Member] | Canada - medical [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 3,835 | 2,326 | 7,886 | 5,324 |
Cannabis [Member] | International - medical [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 8,313 | 1,851 | 14,119 | 3,662 |
Cannabis [Member] | Bulk [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 402 | 6,749 | 402 | 11,516 |
Hemp [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | $ 20,243 | $ 19,935 | $ 41,569 | $ 25,517 |
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 | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Segment Reporting Information [Line Items] | ||||
Revenues | $ 50,414 | $ 45,904 | $ 102,516 | $ 68,942 |
CANADA [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 27,844 | 30,329 | 57,332 | 47,331 |
UNITED STATES [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 13,981 | 10,730 | 30,511 | 14,955 |
Other Countries [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | $ 8,589 | $ 4,845 | $ 14,673 | $ 6,656 |
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 | Jun. 30, 2020 | Dec. 31, 2019 |
Segment Reporting Information [Line Items] | ||
Property, plant and equipment, net | $ 176,080 | $ 184,217 |
CANADA [Member] | ||
Segment Reporting Information [Line Items] | ||
Property, plant and equipment, net | 114,805 | 144,065 |
Portugal [Member] | ||
Segment Reporting Information [Line Items] | ||
Property, plant and equipment, net | 56,572 | 36,908 |
UNITED STATES [Member] | ||
Segment Reporting Information [Line Items] | ||
Property, plant and equipment, net | 4,640 | 3,171 |
Other Countries [Member] | ||
Segment Reporting Information [Line Items] | ||
Property, plant and equipment, net | $ 63 | $ 73 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) $ in Thousands | Aug. 05, 2020 | Mar. 17, 2020 | Jul. 31, 2020 | Jun. 30, 2020 | Dec. 31, 2019 |
Subsequent Event [Line Items] | |||||
Proceeds from issuance of common stock, gross | $ 90,439 | ||||
Purchase commitments | $ 79,706 | ||||
Advance deposit | 14,707 | $ 25,490 | |||
Terminated Supply Agreements [Member] | |||||
Subsequent Event [Line Items] | |||||
Advance deposit | 4,934 | ||||
Write off Deposits | 4,934 | ||||
Purchase commitments removed from commitments and contingencies | 17,425 | ||||
Purchase Commitments [Member] | |||||
Subsequent Event [Line Items] | |||||
Purchase commitments | $ 79,706 | ||||
Subsequent Event [Member] | Terminated Supply Agreements [Member] | |||||
Subsequent Event [Line Items] | |||||
Purchase commitments paid by cash | $ 3,683 | ||||
Subsequent Event [Member] | Purchase Commitments [Member] | Terminated Supply Agreements [Member] | |||||
Subsequent Event [Line Items] | |||||
Purchase commitments | 17,425 | ||||
Class 2 Common Stock [Member] | |||||
Subsequent Event [Line Items] | |||||
Common stock issued, Shares | 7,250,000 | 2,712,404 | |||
Proceeds from issuance of common stock, gross | $ 30,846 | ||||
Class 2 Common Stock [Member] | Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Common stock issued, Shares | 816,118 | ||||
Proceeds from issuance of common stock, gross | $ 5,800 | ||||
Class 2 Common Stock [Member] | Subsequent Event [Member] | Terminated Supply Agreements [Member] | |||||
Subsequent Event [Line Items] | |||||
Purchase commitments paid by share | $ 1,473 |