View Filing Data

Print Document View Excel Document

Document and Entity Information - shares	6 Months Ended
Document and Entity Information - shares	Jun. 30, 2018	Aug. 29, 2018
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2018
Document Fiscal Year Focus	2018
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	Non-accelerated Filer
Class 1 Common Stock [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		16,666,667
Class 2 Common Stock [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		76,477,375

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2018	Dec. 31, 2017
Current assets
Cash	$ 25,331	$ 2,323
Accounts receivable, net	1,757	983
Other receivables	3,696	1,131
Inventory	6,750	7,421
Prepaid expenses and other current assets	1,210	545
Total current assets	38,744	12,403
Property and equipment, net	65,707	39,985
Intangible assets, net	1,395	934
Deposits and other assets	632	626
Total assets	106,478	53,948
Current liabilities:
Accounts payable	13,209	5,563
Accrued expenses and other current liabilities	3,295	2,021
Accrued obligations under capital lease	199	379
Current portion of long-term debt	9,128	9,432
Privateer Holdings debt facilities	37,015	32,826
Total current liabilities	62,846	50,221
Accrued obligations under capital lease	8,398	8,579
Total liabilities	71,244	58,800
Commitments and contingencies (Note 10)
Stockholders' equity (deficit)
Preferred stock ($0.0001 par value, 8,000,000 shares authorized; 7,794,042 shares issued and outstanding at June 30, 2018; none issued at December 31, 2017)	1
Common stock ($0.0001 par value, 215,000,000 shares authorized; 75,000,000 shares issued and outstanding at June 30, 2018; none issued at December 31, 2017)	8
Capital stock (no shares authorized, issued or outstanding at June 30, 2018; 1 share authorized, issued and outstanding at December 31, 2017)	0	0
Additional paid-incapital	89,915	31,736
Accumulated other comprehensive income	3,778	3,866
Accumulated deficit	(58,468)	(40,454)
Total stockholders' equity (deficit)	35,234	(4,852)
Total liabilities and stockholders' equity	$ 106,478	$ 53,948

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2018	Dec. 31, 2017
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	8,000,000	8,000,000
Preferred stock, shares issued	7,794,042	0
Preferred stock, shares outstanding	7,794,042	0
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	215,000,000	215,000,000
Common stock, shares issued	75,000,000	0
Common stock, shares outstanding	75,000,000	0
Capital stock, shares authorized	0	1
Capital stock, shares issued	0	1
Capital stock, shares outstanding	0	1

Condensed Consolidated Statements of Net Loss and Comprehensive Loss - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Income Statement [Abstract]
Revenue	$ 9,744	$ 4,992	$ 17,552	$ 10,019
Cost of sales	5,567	2,284	9,479	4,563
Gross margin	4,177	2,708	8,073	5,456
Research and development expenses	639	1,040	1,614	1,701
Sales and marketing expenses	3,305	1,515	5,568	2,443
General and administrative expenses	5,622	2,434	9,990	3,966
Stock-based compensation expense	5,601	35	5,632	69
Operating loss	(10,990)	(2,316)	(14,731)	(2,723)
Foreign exchange loss (gain), net	1,359	(361)	2,504	(580)
Interest income, net	497	500	913	996
Other income (expense), net	(76)	(20)	(197)	(6)
Loss before income taxes	(12,770)	(2,435)	(17,951)	(3,133)
Income tax expense	(63)	0	(63)	0
Net loss	$ (12,833)	$ (2,435)	$ (18,014)	$ (3,133)
Basic and diluted net loss per share	$ (0.17)	$ (0.01)	$ (0.24)	$ (0.01)
Shares used in compilation of net loss per share, basic and diluted	75,000,000	75,000,000	75,000,000	75,000,000
Net loss	$ (12,833)	$ (2,435)	$ (18,014)	$ (3,133)
Foreign currency translation gain (loss)	86	(208)	87	(240)
Comprehensive loss	$ (12,747)	$ (2,643)	$ (17,927)	$ (3,373)

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017
Operating activities
Net loss	$ (18,014)	$ (3,133)
Adjusted for the following items:
Foreign currency loss (gain)	2,450	(579)
Provision for doubtful accounts		(9)
Inventory write-downs	227	53
Depreciation and amortization	1,148	955
Stock-based compensation expense	5,632	69
Non-cash interest expense	509	481
Deferred income tax expense	63
Loss on disposal of property, plant, and equipment	(2)	7
Changes in non-cash working capital:
Accounts receivable	(840)	(430)
Other receivables	(2,701)	(85)
Inventory	48	(1,055)
Prepaid expenses and other current assets	(1,033)	(704)
Accounts payable	8,019	591
Accrued expenses and other current liabilities	1,589	1,029
Net cash used in operating activities	(2,905)	(2,810)
Investing activities
Increase in deposits and other assets	(23)
Purchases of short-term investments	(29,394)
Proceeds from sales of short-term investments	29,257
Proceeds from maturities of short-term investments	136
Purchases of property, plant and equipment	(28,237)	(835)
Dispositions of property, plant and equipment	11	22
Purchases of intangible assets	(703)	(103)
Net cash used in investing activities	(28,953)	(916)
Financing activities
Minimum lease payments under capital lease	(339)
Proceeds from issuance of convertible preferred stock, net	52,557
Net cash provided by financing activities	56,028	3,279
Effect of foreign currency translation on cash	(1,162)	239
Increase (decrease) in cash	23,008	(208)
Cash, beginning of period	2,323	7,531
Cash, end of period	25,331	7,323
Supplemental Disclosure for Cash Flow Information
Cash paid for interest	573
Privateer Holdings Credit Facility [Member]
Financing activities
Advances	2,250	3,271
Privateer Holdings Construction Facility [Member]
Financing activities
Advances	$ 1,560	$ 8

Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2018

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

1.	Summary of Significant Accounting Policies

Basis of presentation

The accompanying unaudited condensed consolidated financial statements (the “financial statements”) reflect the accounts of Tilray, Inc. and its wholly-owned subsidiaries (collectively “Tilray”, the “Company”, “we”, “our”, or “us”). The financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”) for interim financial information. Accordingly, these financial statements do not include all the information and footnotes required for complete financial statements and should be read in conjunction with the Company’s audited consolidated financial statements included in the Company’s final prospectuses for its initial public offering (“IPO”) filed on July 19, 2018 pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended (the “Annual Financial Statements”) for the fiscal year ended December 31, 2017.

These financial statements reflect all adjustments, consisting solely of normal recurring adjustments, which, in the opinion of management, are necessary for a fair statement of results for the interim periods presented. The results of operations for the three and six months ended June 30, 2018 and 2017 are not necessarily indicative of results that can be expected for a full year.

Other than described below, there have been no changes to our significant accounting policies described in our Annual Financial Statements that have had a material impact on our consolidated financial statements and related notes.

Stock-based compensation

The Company’s employees have historically participated in Privateer Holdings’ equity-based compensation plan. Equity-based compensation expense has been allocated to these financial statements based on the awards and terms previously granted to Privateer Holdings’ employees. The Company adopted a new 2018 Equity Incentive Plan, or the Plan, amended in May 2018, and has reserved 9,199,338 shares of common stock for issuance under the Plan. In May and June 2018, the Company granted stock options and restricted stock units (“RSUs”) as well as performance-based awards in the form of stock options and restricted stock units. The performance condition related to these awards was satisfied on the effectiveness of the registration statement for the Company’s IPO, which occurred in July 2018.

The Company measures and recognizes compensation expense for stock options on a straight-line basis over the vesting period based on their grant date fair values. The Company estimates the fair value of stock options on the date of grant using the Black-Scholes option pricing model. The fair value of common stock at the date of grant was determined by the Board of Directors with assistance from third-party valuation specialists. The Company estimates forfeitures at the time of grant and revises these estimates in subsequent periods if actual forfeitures differ from those estimates.

The critical assumptions and estimates used in determining the fair value of stock-based compensation on the grant date are: fair value of common shares on the grant date, risk-free interest rate, volatility of comparable company share price, and the expected term.

For performance-based stock options and awards, the Company records compensation expense over the estimated service period once the achievement of the performance-based milestone is considered probable. At each reporting date, the Company assesses whether achievement of a milestone is considered probable, and if so, records compensation expense based on the portion of the service period elapsed to date with respect to that milestone, with a cumulative catch-up, net of estimated forfeitures. The Company will recognize remaining compensation expense with respect to a milestone, if any, over the remaining estimated service period.

New Accounting Pronouncements not yet adopted

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606), a new standard on revenue recognition. Further, the FASB has issued a number of additional ASUs regarding the new revenue recognition standard. The new standard, as amended, will supersede existing revenue recognition guidance and apply to all entities that enter into contracts to provide goods or services to customers. In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers – Deferral of the Effective Date, which amends ASU 2014-09 to defer the effective date by one year. For public companies, the new standard is effective for annual reporting periods beginning after December 31, 2017, including interim periods within that reporting period. For all other entities, including emerging growth companies, this standard is effective for annual reporting periods beginning after December 15, 2018. Early adoption is permitted. The Company does not plan to early adopt. The Company is evaluating the impact and expects to implement the provisions of ASU 2014-09 as of January 1, 2019 and has not yet selected a transition method. The adoption of this ASU is not expected to have a material effect on the Company’s consolidated financial statements.

In January 2016, the FASB issued ASU 2016-01, Financial Instruments – Overall (Subtopic 825-10) – Recognition and Measurement of Financial Assets and Financial Liabilities. ASU 2016-01 is intended to enhance the reporting model for financial instruments to provide users of financial statements with more decision-useful information. ASU 2016-01 is effective for annual periods beginning after December 15, 2018, and interim periods within those annual periods beginning after December 15, 2019. The adoption of this ASU is not expected to have a material effect on the Company’s consolidated financial statements.

In February 2016, the FASB issued ASU 2016-02, Leases, which supersedes the current accounting for leases and while retaining two distinct types of leases, finance and operating, (1) requires lessees to record a right of use asset and a related liability for the rights and obligations associated with a lease, regardless of lease classification, and recognize lease expense in a manner similar to current accounting, (2) eliminates most real estate specific lease provisions, and, (3) aligns many of the underlying lessor model principles with those in the new revenue standard. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today. The ASU is effective for annual and interim periods in fiscal years beginning after December 15, 2019. Entities are required to use a modified retrospective approach when transitioning to the ASU for leases that exist as of or are entered into after the beginning of the earliest comparative period presented in the financial statements. The Company expects to implement the provisions of ASU 2016-02 as of January 1, 2020 The Company is currently evaluating the impact of the new standard on its financial statements.

In March 2016, the FASB issued ASU 2016-09, Compensation – Stock Compensation (Topic 718). ASU 2016-09 is intended to simplify the accounting for share-based payment transactions, including income tax consequences, classification of awards as either assets or liabilities and classification on the statement of cash flows. ASU 2016-09 is effective for annual periods beginning after December 15, 2017 and interim periods within annual periods beginning after December 15, 2018. Early adoption is permitted. The Company expects to implement the provisions of ASU 2016-09 as of January 1, 2019. The adoption of this ASU is not expected to have a material effect on the Company’s financial statements.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU 2016-13 requires the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions and reasonable and supportable forecasts. Adoption of ASU 2016-13 will require financial institutions and other organizations to use forward-looking information to better formulate their credit loss estimates. In addition, the ASU amends the accounting for credit losses on available for sale debt securities and purchased financial assets with credit deterioration. This update will be effective for fiscal years beginning after December 15, 2020 and interim periods within fiscal years beginning after December 15, 2021. The Company expects to implement the provisions of ASU 2016-13 as of January 1, 2022. The adoption of this ASU is not expected to have a material effect on the Company’s financial statements.

Inventory

6 Months Ended

Jun. 30, 2018

Inventory Disclosure [Abstract]

Inventory

2.	Inventory

Inventory is comprised of the following items:


	As of June 30, 2018		As of December 31, 2017
Raw materials	$	438	$	163
Work-in-process – dry cannabis		2,708		1,396
Work-in-process – cannabis extracts		3,075		30
Finished goods – dry cannabis		89		3,501
Finished goods – cannabis extracts		361		2,158
Finished goods – accessories		79		173

Total	$	6,750	$	7,421

Inventory is written down for any obsolescence or when the net realizable value of inventory is less than the carrying value. For the three and six months ended June 30, 2018, the Company recorded write-downs related to cannabis oil within work-in-process of $491 and $703, respectively (June 30, 2017 – $98 and $170), in cost of sales.

Property, Plant and Equipment

6 Months Ended

Jun. 30, 2018

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment

3.	Property, Plant and Equipment

The Company had $25,979 (December 31, 2017 – $10,464) in property, plant and equipment additions related to building and leasehold improvements, laboratory and manufacturing equipment, construction in process and foreign currency exchange adjustments during the six months ended June 30, 2018. Additions to building and leasehold improvements primarily related to the Company’s Enniskillen, Ontario facility being placed into service. Additions to construction in process primarily related to the ongoing construction of the Company’s London, Ontario and Portugal facilities.

For the three and six months ended June 30, 2018, depreciation on property, plant and equipment was $566 and $968, respectively (June 30, 2017 – $338 and $674). Depreciation expense included in cost of sales relating to manufacturing equipment and production facilities was $157 and $259, respectively (June 30, 2017 – $82 and $161). Depreciation expense included in general administrative expenses related to general office space and equipment is $30 and $59, respectively (June 30, 2017 – $27 and $53). The remaining depreciation is included in inventory.

For the six months ended June 30, 2018, there was $169 (June 30, 2017 – $0) of capitalized interest included in construction-in-progress.

Intangible Assets

6 Months Ended

Jun. 30, 2018

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets

4.	Intangible Assets

Intangible assets include the internally developed patient portal for online orders. For the six months ended June 30, 2018, the Company had $916 (December 31, 2017 – $509) in intangible asset additions related to construction in process and foreign currency exchange adjustments. For the three and six months ended June 30, 2018, amortization expense on intangible assets was $104 and $180, respectively, (June 30, 2017 – $72 and $280) and is included in general and administrative expenses. The net carrying value of intangible assets includes $13 (December 31, 2017 – $381) of intangible assets under construction, relating to expenditures incurred to develop additional functionalities for the patient portal.

The amortization expense for the next five years on intangible assets in use is: 2018 – $328; 2019 – $607; thereafter – $504.

Long-term Debt

6 Months Ended

Jun. 30, 2018

Debt Disclosure [Abstract]

Long-term Debt

5.	Long-term Debt

Long-term debt is as follows:


	As of June 30, 2018			As of December 31, 2017
Mortgage payable, due January 2019, annual interest 11.5%	$	9,128		$	9,537
Unamortized deferred financing costs		—			(105	)

		9,128			9,432
Less current portion of long-term debt		(9,128	)		(9,432	)

Total	$	—		$	—

In December 2016, Tilray Canada, Ltd. entered into a mortgage for an amount of $8,909 ($12,000 CAD) with an annual interest rate of 11.5% maturing in June 2018. In July 2018, the Company entered into a Mortgage Loan Extension Agreement to extend the mortgage. The term of the mortgage was extended for a further period of six months to January 1, 2019 with a renewal fee of CAD $90, or .75 basis points of the loan balance.

The mortgage is secured by a deed of trust on all assets of Tilray Canada, Ltd. and is guaranteed by Privateer Holdings. Under the terms of the mortgage, Tilray Canada, Ltd. must satisfy certain financial and non-financial covenants. Financial covenants include requirements to maintain a current ratio of no less than 2 times at any time along with other quarterly revenue and operating expense measures. Tilray Canada, Ltd. was in compliance with these covenants as at June 30, 2018 and December 31, 2017.

The carrying value of the mortgage approximates its fair value because the interest rate on the mortgage is equivalent to current market rates.

Related Party Transactions

6 Months Ended

Jun. 30, 2018

Related Party Transactions

6.	Related Party Transactions

The Company was a wholly owned subsidiary of Privateer Holdings, Inc. (“Privateer Holdings” or “Parent”) prior to its Series A preferred stock financing and its IPO. The various components of the Privateer Holdings debt facilities which represents the related party balances outstanding are as follows:


	As of June 30, 2018		As of December 31, 2017
Privateer Holdings credit facility	$	26,837	$	24,700
Privateer Holdings construction facility		8,108		6,395
Privateer Holdings start-up loans		2,070		1,731

Total	$	37,015	$	32,826

Privateer Holdings credit facility

Effective January 1, 2016, Tilray Canada, Ltd. entered into an agreement with Privateer Holdings for a demand revolving credit facility in an aggregate principal amount not to exceed $25,000. As of December 31, 2017, the facility bears interest at a floating rate of 2.54%, reset annually based on the mid-term applicable federal U.S. rate.

Effective April 1, 2018, Tilray, Inc. entered into an agreement with Privateer Holdings for a demand revolving credit facility in an aggregate principal amount not to exceed $7,000. The facility bears interest at a floating rate of 2.62%, reset annually based on the mid-term applicable federal U.S. rate.

Accrued management fees charged by Privateer Holdings for services performed, including management services, support services, business development services and research and development services are included in the facility.

Amounts for the provision of management and support services are charged at cost based on the compensation of the respective employees of Privateer Holdings, which is estimated from the time devoted to the Company. Business development and research and development services are charged at cost plus a 9% markup. In February 2018, the Company entered into an agreement with Privateer Holdings, pursuant to which Privateer Holdings provides the Company with certain general administrative and corporate services on an as-requested basis. Pursuant to this agreement, the Company pays Privateer Holdings a monthly services fee that is based on the proportional share of the actual costs incurred by Privateer Holdings in performing the requested services. Personnel compensation is charged at cost plus a 3.0% markup and other services provided are charged at cost. The interest on the management services fee accrues at a floating rate of 2.54%, reset annually based on the mid-term applicable federal U.S. rate.

Total management services charge for the three and six months ended June 30, 2018 was $556 and $1,873, respectively, (June 30, 2017 – $1,316 and $2,188) and was included in operating expenses. Depending on the nature of the services performed, these expenses are included within general and administrative expenses, sales and marketing expenses or research and development expenses. For the three and six months ended, June 30, 2018, the Company recognized $233 and $417, respectively, (June 30, 2017 – $183 and $366) in interest expense related to the Privateer Holdings credit facility.

In July 2018, the Company repaid approximately $36,940 of the outstanding Privateer Holdings Debt Facility.

Privateer Holdings construction facilities

High Park Farms, Ltd. construction facility

Effective November 1, 2017, High Park Farms, Ltd. entered into an agreement with Privateer Holdings for a demand revolving construction facility in an aggregate principal amount not to exceed $10,000 to be used for the construction of its facility in Enniskillen, Ontario, Canada. Beginning January 1, 2018, the facility bears interest at a floating rate of 2.54%, reset annually based on the mid-term applicable federal U.S. rate.

Tilray Canada, Ltd. construction facility

Effective December 1, 2017, Tilray Canada Ltd. entered into an agreement with Privateer Holdings for a demand construction facility of $1,000. The proceeds of the facility were to be used to fund capital expenditures for Tilray Canada, Ltd. and its affiliated company, High Park Farms, Ltd. Beginning January 1, 2018, the facility bears interest at a floating rate of 2.54%, reset annually based on the mid-term applicable federal U.S. rate.

Privateer Holdings start-up loans

As part of the Company’s strategic initiatives to expand into additional geographic locations, Privateer Holdings provided the Company with initial working capital funding in the form of non-interest-bearing loans. The advances are repayable upon demand. The outstanding balances under these loans are:


	As of June 30, 2018		As of December 31, 2017
Tilray Deutschland GmbH	$	1,540	$	1,340
Tilray Portugal Unipessoal, Lda.		102		105
Other		427		286

	$	2,069	$	1,731

Capital Stock

6 Months Ended

Jun. 30, 2018

Federal Home Loan Banks [Abstract]

Capital Stock

7.	Capital Stock

Capital Stock

As of December 31, 2017, the Company had authorized, issued and outstanding 1 share of capital stock with a one dollar par value. Each share of capital stock was entitled to one vote.

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.


	Par Value	Authorized	Voting Rights
Class 1 common stock	$0.0001	100,000,000	3 votes for each share

Class 2 common stock	$0.0001	100,000,000	1 vote for each share

Class 3 common stock	$0.0001	15,000,000	No voting rights

Series A preferred stock	$0.0001	8,000,000	Equal to the number of shares of Class 2 common stock into which each share of Preferred Stock could be converted

In February and March 2018, the Company issued an aggregate of 7,794,042 shares of Series A preferred stock (the “Preferred Stock”) at an issue price of $7.10 ($8.90 CAD) per share.

In February 2018, the Company completed a recapitalization in which the Company issued 75,000,000 shares of Class 1 common stock to Privateer Holdings in exchange for the net assets of Decatur Holdings, BV. As of June 30, 2018, the Company had not issued shares of Class 2 common stock or Class 3 common stock. After full payment of liquidation preferences of the Preferred Stock, the remaining assets of the Company legally available for distribution would be distributed ratably to the holders of common stock. The liquidation and dividend rights are identical among Class 1 common stock and Class 2 common stock, and all classes of common stock share equally in our earnings and losses.

Convertible Preferred Stock

The rights, preferences, privileges and restrictions for the holders of Preferred Stock are as follows:

Dividends:

The holders of preferred Stock are entitled to receive, in preference to the holders of Class 1 common stock, Class 2 common stock, and Class 3 common stock (the “Common Stock”), non-cumulative cash dividends at an annual rate of ten percent of the Preferred Stock issue price per share, as adjusted for any stock dividends, combinations, splits, recapitalizations or the like. Dividends are payable when and if declared by the Board of Directors. After payment of such dividends, any additional dividends or distributions will be distributed among holders of Common Stock and Preferred Stock on a pari passu basis. No dividends have been declared or paid through June 30, 2018.

Liquidation:

In the event of any liquidation, dissolution, or winding up if the Company, either voluntary or involuntary (a “Liquidation Event”) the holders of Preferred Stock are entitled to receive, prior to and in preference to holders of Common Stock, amounts per share equal to 1.5 times the Preferred Stock original issue price for each share held plus all declared and unpaid dividends on each share of Preferred Stock, as applicable. If, upon any such Liquidation Event, the assets of the Company shall be insufficient to make payment in full to all holders of Preferred Stock of the liquidation preference, then such assets or consideration shall be distributed among holders of Preferred Stock at the time outstanding, ratably in proportion to the full amounts to which they would otherwise be respectively entitled. Upon the completion of the distribution to the holders of Preferred Stock, all remaining proceeds, if any, will be distributed ratable among the holders of Common Stock.

Conversion:

Shares of Preferred Stock are convertible into shares of Class 2 common stock at any time at the option of the holder. The conversion ratio is subject to adjustment for any stock dividends, combinations, splits, recapitalizations or the like and for dilutive issuances of new securities. The number of shares of Class 2 common stock to which each share of Preferred Stock may be converted shall equal the Preferred Stock issue price divided by the conversion price in effect at the time of conversion. Each share of Preferred Stock automatically converts into that number of shares of Class 2 common stock determined in accordance with the conversion rate upon the earlier of (i) upon the date specified by the vote or written request by the Company from the holders of a majority of Preferred Stock outstanding or (ii) immediately upon the closing of an underwritten public offering of common stock under the Securities Act of 1933, as amended, covering the offer and sale of Common Stock for the account of the Company in which the gross proceeds are at least $125,000 and the Company’s shares have been listed for trading on the New York Stock Exchange, Nasdaq Global Market or any successor exchange of either the New York Stock Exchange or Nasdaq. The conversion price was initially set at the original issuance price of $7.10 ($8.90 CAD) per share.

Redemption:

Shares of Preferred Stock are not redeemable at the option of the holder.

Protective Provisions:

The holders of Preferred Stock have certain protective provisions. As long as 1,000,000 shares of Preferred Stock remain issued and outstanding, the Company cannot approve certain actions, without the approval of at least a majority of the voting power of Preferred Stock then outstanding, voting together as a single class. Such actions include: amending the Certificate of Incorporation or Bylaws of the Company that alters or changes the rights, preferences or privileges of Preferred Stock and increasing or decreasing in the authorized number of shares of Preferred Stock, as adjusted for stock splits, stock dividends, combinations, reclassifications or the like.

Stock-based Compensation

6 Months Ended

Jun. 30, 2018

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Stock-based Compensation

8.	Stock-based Compensation

Original Stock Option Plan:

Certain of Company’s employees participate in the Equity Incentive Plan of Privateer Holdings (the “Original Plan”). For the three and six months ended June 30, 2018, the total stock-based compensation expense associated with the Original Plan was $169 and $200, respectively (June 30, 2017 – $35 and $70).

The fair value of each award to employees is estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions as of December 31, 2017: expected life of 5.53 years, risk-free interest rates of 2.01%; expected volatility of 56.32% and no dividends during the expected life. Expected volatility is based on historical volatilities of public companies operating in a similar industry to Privateer Holdings. The expected life of the options represents the period of time options are expected to be outstanding and is estimated considering vesting terms and employees’ historical exercise and post-vesting employment termination behavior. 25% of the options cliff vest on the first anniversary of the grant date and the remainder vest ratably thereafter over a total of four years from the date of grant. The vested options expire, if not exercised, 10 years from the date of grant. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant.

New Stock Option Plan:

In February 2018, the Company adopted the 2018 Equity Incentive Plan (the “New Plan”). In May 2018, the Company amended the New Plan to reserve an additional 2,487,717 shares thereunder, such that an aggregate of 9,199,338 shares of common stock were authorized for issuance under the Plan.

For the three and six months ended June 30, 2018, the total stock-based compensation expense associated with the New Plan was $5,432 (June 30, 2017 – $0).

The fair value of each award to employees is estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions as of June 30, 2018: expected life of 5.85 years, risk-free interest rates of 2.94%; expected volatility of 58.64% and no dividends during the expected life. Expected volatility is based on historical volatilities of public companies operating in a similar industry to the Company. The expected life of the awards represents the period of time options are expected to be outstanding and is estimated considering vesting terms and employees’ historical exercise and post-vesting employment termination behavior. A forfeiture rate is estimated at the time of grant to reflect the amount of awards that are granted but are expected to be forfeited by the award holder prior to vesting. The estimated forfeiture rate applied to these amounts is derived from management’ estimate of the future stock award forfeiture behavior over the expected life of the awards. 25% of the awards cliff vest on the first anniversary of the grant date and the remainder vest ratably thereafter over a total of four years from the date of grant. The vested awards expire, if not exercised, 10 years from the date of grant. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant.

Stock option activity for the Company under the Original Plan is as follows:


	Shares			Weighted-average exercise price		Aggregate intrinsic value
Balance December 31, 2017		364,571		$	2.41	$	1,185

Granted		301,442			5.66
Exercised		(2,716	)		3.47
Forfeited		(1,051	)		3.01
Cancelled		(886	)		3.26

Balance June 30, 2018		661,360		$	3.89	$	1,174

The weighted-average remaining contractual life for options outstanding and options expected to vest as at June 30, 2018 is 8.53 years and 9.31 years. All outstanding options are expected to vest.

As of June 30, 2018, there were 270,727 options exercisable under the Original Plan with a weighted-average exercise price of $2.30, aggregate intrinsic value of $909 and a weighted-average remaining contractual life of 7.32 years. The aggregate intrinsic value of the options exercised during the six months ended June 30, 2018 were $6.

Stock option activity for the Company under the New Plan is as follows:

Stock option activity, excluding performance-based awards:


	Shares			Weighted-average exercise price		Aggregate intrinsic value
Balance December 31, 2017		—		$	—	$	—

Granted		5,479,196			7.76
Exercised		—			—
Forfeited		(14,282	)		7.76
Cancelled		—			—

Balance June 30, 2018		5,464,914		$	7.76	$	—

The weighted-average remaining contractual life for options outstanding and options expected to vest as at June 30, 2018 is 9.89 years. All outstanding options are expected to vest.

As of June 30, 2018, there were 937,500 options exercisable under the New Plan with a weighted-average exercise price of $7.76, aggregate intrinsic value of $0 and a weighted-average remaining contractual life of 9.89 years. The aggregate intrinsic value of the options exercised during the six months ended June 30, 2018 were $0.

Performance-based stock option activity:


	Shares		Weighted-average exercise price		Aggregate intrinsic value
Balance December 31, 2017		—	$	—	$	—

Granted		600,000		7.76
Exercised		—		—
Forfeited		—		—
Cancelled		—		—

Balance June 30, 2018		600,000	$	7.76	$	—

The weighted-average remaining contractual life for performance-based stock options outstanding and options expected to vest as at June 30, 2018 is 9.89 years, respectively. All outstanding performance-based stock options are expected to vest.

As of June 30, 2018, there were no performance-based stock options exercisable under the New Plan with a weighted-average exercise price of $7.76, aggregate intrinsic value of $0 and a weighted-average remaining contractual life of 9.89 years. The aggregate intrinsic value of the performance-based stock options exercised during the six months ended June 30, 2018 were $0.

RSU activity for the Company under the New Plan is as follows:

RSU activity, excluding performance-based RSUs:


	Share equivalent		Weighted-average grant date fair value
Non-vested at December 31, 2017		—	$	—

Granted		140,000		7.76
Vested		—		—
Forfeited		—		—
Cancelled		—		—

Non-vested at June 30, 2018		140,000	$	7.76

The weighted average grant-date fair values of RSUs granted were $7.76 per share as at June 30, 2018. As of June 30, 2018, there was approximately $946 of total unrecognized compensation cost related to non-vested RSU awards that will be recognized as expense over a weighted-average period of 3.18 years. No RSUs vested during the period.

Performance-based RSUs:


	Share equivalent		Weighted-average grant date fair value
Non-vested at December 31, 2017		—	$	—

Granted		1,050,000		7.76
Vested		—		—
Forfeited		—		—
Cancelled		—		—

Non-vested at June 30, 2018		1,050,000	$	7.76

The weighted average grant-date fair values of performance-based RSUs granted were $7.76 per share as at June 30, 2018. As of June 30, 2018, there was approximately $7,786 of total unrecognized compensation cost related to non-vested performance-based RSU awards that will be recognized as expense over a weighted-average period of 2.23 years. No performance-based RSUs vested during the period.

Income Taxes

6 Months Ended

Jun. 30, 2018

Income Tax Disclosure [Abstract]

Income Taxes

9.	Income Taxes

The effective tax rates for the three months ended in 2018 and 2017 were lower than the US federal statutory rates of 21% and 35%, respectively, due to tax losses for which no benefit has previously been recognized being available to offset otherwise taxable earnings in each tax jurisdiction.

Consolidated income tax expense for the three and six months ended June 30, 2018 and 2017 was $63 and $0, respectively.

The Tax Cuts and Jobs Act was enacted on December 22, 2017, which reduces the U.S. Federal corporate tax rate from 35% to 21% beginning 2018. There is no financial statement impact to the Company related to the Tax Cuts and Jobs Act because the Company utilizes the “separate return” method for calculating the provision of income taxes and there is no recognition of deferred tax assets in the six months ended June 30, 2018.

Commitments and Contingencies

6 Months Ended

Jun. 30, 2018

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

10.

Commitments and Contingencies

Lease commitments

The Company leases various facilities, under non-cancelable capital and operating leases, which expire at various dates through December 2027.

Under the terms of the operating lease agreements, the Company is responsible for property taxes, certain insurance and maintenance expenses. The Company records rent expense on a straight-line basis over the terms of the underlying leases. Rent expense for the three and six months ended June 30, 2018 was $88 and $193, respectively, (June 30, 2017 – $39 and $41), respectively.

In August 2017, High Park Farms, Ltd. entered into a capital lease to finance its expansion of production operations in Enniskillen, Ontario, Canada.

In February 2018, High Park Holdings, Ltd. entered into an operating lease to finance its expansion of production operations in London, Ontario, Canada.

Aggregate future minimum rental payments under all non-cancelable capital and operating leases are as follows:


	Operating Leases				Capital Leases
	June 30, 2018		December 31, 2017		June 30, 2018		December 31, 2017
2018*	$	255	$	481	$	127	$	772
2019		452		841		761		772
2020		422		694		761		772
2021		407		231		761		772
2022		503		—		761		772
Thereafter		2,818		—		570		579

	$	4,857	$	2,247	$	3,741		4,439

* For the six months ending December 31, 2018

Financial Instruments

6 Months Ended

Jun. 30, 2018

Investments, All Other Investments [Abstract]

Financial Instruments

11.

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 accounts receivable. Financial instruments that potentially subject the Company to concentration of credit risk consist of cash and accounts receivable.

The Company’s cash is deposited with Canadian credit union and major financial institutions in Australia, Portugal, Germany, Netherlands and the United States. To date, the Company has not experienced any losses on its cash deposits. Accounts receivable are unsecured and the Company does not require collateral from its customers.

The Company is also exposed to credit risk from the potential default by any of its counterparties on its financial assets.

The Company evaluates the collectability of its accounts receivable and provides an allowance for potential credit losses as necessary. As at June 30, 2018 and December 31, 2017, the Company is not exposed to any significant credit risk related to counterparty performance.

Foreign currency risk

As the Company conducts its business in many areas of the world involving transactions denominated in a variety of currencies, the Company is exposed to foreign currency risk. A significant portion of the Company’s assets, revenue, and expenses are denominated in the Canadian dollar. A 10% change in the exchange rates for the Canadian dollar would affect the carrying value of net assets by approximately $1,793 as of June 30, 2018, with a corresponding impact to accumulated other comprehensive income.

Liquidity risk

The Company’s objective is to have sufficient liquidity to meet its liabilities when due. The Company monitors its cash balances and cash flows generated from operations to meet its requirements. As at June 30, 2018 and December 31, 2017, the most significant financial liabilities are the Privateer Holdings debt facilities, long-term debt and accounts payable and accrued liabilities.

Segment information

6 Months Ended

Jun. 30, 2018

Segment Reporting [Abstract]

Segment information

12.

Segment information

Segment reporting is prepared on the same basis that the Company’s Chief Executive Officer, who is the Company’s chief operating decision maker, manages the business, makes operating decisions and assesses performance. Management has determined that the Company operates in one segment: the development and sale of cannabis products.

Sources of revenues were as follows:


	Three months ended June 30				Six months ended June 30,
	2018		2017		2018		2017
Dried cannabis	$	5,247	$	4,032	$	9,869	$	8,024
Cannabis oils		4,438		880		7,545		1,871
Accessories		59		80		138		124

	$	9,744	$	4,992	$	17,552	$	10,019

Revenues attributed to a geographic region based on the location of the customer were as follows:


	Three months ended June 30				Six months ended June 30,
	2018		2017		2018		2017
Canada	$	9,399	$	4,913	$	17,012	$	9,940
Other countries		345		79		540		79

	$	9,744	$	4,992	$	17,552	$	10,019

Long-lived assets consisting of property, plant and equipment, net of accumulated depreciation, attributed to geographic regions based on their physical location were as follows:


	As of June 30, 2018		As of December 31, 2017
Canada	$	57,065	$	39,086
Other countries		8,642		899

	$	65,707	$	39,985

There were no customers that accounted for 10% or more of the Company’s revenue for the three and six months ended June 30, 2018 and 2017.

Subsequent events

6 Months Ended

Jun. 30, 2018

Subsequent Events [Abstract]

Subsequent events

13.

Subsequent events

In July 2018, the Company completed its IPO whereby 10,350,000 shares of our Class 2 common stock were sold at a price of $17.00 per share, which included 1,350,000 shares pursuant to the underwriters’ option to purchase additional shares. The Company received net proceeds of $163,634 after deducting the underwriting discount. Upon the closing of the IPO, all shares of the outstanding Preferred Stock automatically converted into 7,794,042 shares of Class 2 common stock on a one-for-one basis.

Summary of Significant Accounting Policies (Policies)	6 Months Ended
Summary of Significant Accounting Policies (Policies)	Jun. 30, 2018
Accounting Policies [Abstract]
Basis of Presentation	Basis of presentation The accompanying unaudited condensed consolidated financial statements (the “financial statements”) reflect the accounts of Tilray, Inc. and its wholly-owned subsidiaries (collectively “Tilray”, the “Company”, “we”, “our”, or “us”). The financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”) for interim financial information. Accordingly, these financial statements do not include all the information and footnotes required for complete financial statements and should be read in conjunction with the Company’s audited consolidated financial statements included in the Company’s final prospectuses for its initial public offering (“IPO”) filed on July 19, 2018 pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended (the “Annual Financial Statements”) for the fiscal year ended December 31, 2017. These financial statements reflect all adjustments, consisting solely of normal recurring adjustments, which, in the opinion of management, are necessary for a fair statement of results for the interim periods presented. The results of operations for the three and six months ended June 30, 2018 and 2017 are not necessarily indicative of results that can be expected for a full year. Other than described below, there have been no changes to our significant accounting policies described in our Annual Financial Statements that have had a material impact on our consolidated financial statements and related notes.
Stock Based Compensation	Stock-based compensation The Company’s employees have historically participated in Privateer Holdings’ equity-based compensation plan. Equity-based compensation expense has been allocated to these financial statements based on the awards and terms previously granted to Privateer Holdings’ employees. The Company adopted a new 2018 Equity Incentive Plan, or the Plan, amended in May 2018, and has reserved 9,199,338 shares of common stock for issuance under the Plan. In May and June 2018, the Company granted stock options and restricted stock units (“RSUs”) as well as performance-based awards in the form of stock options and restricted stock units. The performance condition related to these awards was satisfied on the effectiveness of the registration statement for the Company’s IPO, which occurred in July 2018. The Company measures and recognizes compensation expense for stock options on a straight-line basis over the vesting period based on their grant date fair values. The Company estimates the fair value of stock options on the date of grant using the Black-Scholes option pricing model. The fair value of common stock at the date of grant was determined by the Board of Directors with assistance from third-party valuation specialists. The Company estimates forfeitures at the time of grant and revises these estimates in subsequent periods if actual forfeitures differ from those estimates. The critical assumptions and estimates used in determining the fair value of stock-based compensation on the grant date are: fair value of common shares on the grant date, risk-free interest rate, volatility of comparable company share price, and the expected term. For performance-based stock options and awards, the Company records compensation expense over the estimated service period once the achievement of the performance-based milestone is considered probable. At each reporting date, the Company assesses whether achievement of a milestone is considered probable, and if so, records compensation expense based on the portion of the service period elapsed to date with respect to that milestone, with a cumulative catch-up, net of estimated forfeitures. The Company will recognize remaining compensation expense with respect to a milestone, if any, over the remaining estimated service period.
New Accounting Pronouncements Not Yet Adopted	New Accounting Pronouncements not yet adopted In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606), a new standard on revenue recognition. Further, the FASB has issued a number of additional ASUs regarding the new revenue recognition standard. The new standard, as amended, will supersede existing revenue recognition guidance and apply to all entities that enter into contracts to provide goods or services to customers. In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers – Deferral of the Effective Date, which amends ASU 2014-09 to defer the effective date by one year. For public companies, the new standard is effective for annual reporting periods beginning after December 31, 2017, including interim periods within that reporting period. For all other entities, including emerging growth companies, this standard is effective for annual reporting periods beginning after December 15, 2018. Early adoption is permitted. The Company does not plan to early adopt. The Company is evaluating the impact and expects to implement the provisions of ASU 2014-09 as of January 1, 2019 and has not yet selected a transition method. The adoption of this ASU is not expected to have a material effect on the Company’s consolidated financial statements. In January 2016, the FASB issued ASU 2016-01, Financial Instruments – Overall (Subtopic 825-10) – Recognition and Measurement of Financial Assets and Financial Liabilities. ASU 2016-01 is intended to enhance the reporting model for financial instruments to provide users of financial statements with more decision-useful information. ASU 2016-01 is effective for annual periods beginning after December 15, 2018, and interim periods within those annual periods beginning after December 15, 2019. The adoption of this ASU is not expected to have a material effect on the Company’s consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases, which supersedes the current accounting for leases and while retaining two distinct types of leases, finance and operating, (1) requires lessees to record a right of use asset and a related liability for the rights and obligations associated with a lease, regardless of lease classification, and recognize lease expense in a manner similar to current accounting, (2) eliminates most real estate specific lease provisions, and, (3) aligns many of the underlying lessor model principles with those in the new revenue standard. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today. The ASU is effective for annual and interim periods in fiscal years beginning after December 15, 2019. Entities are required to use a modified retrospective approach when transitioning to the ASU for leases that exist as of or are entered into after the beginning of the earliest comparative period presented in the financial statements. The Company expects to implement the provisions of ASU 2016-02 as of January 1, 2020 The Company is currently evaluating the impact of the new standard on its financial statements. In March 2016, the FASB issued ASU 2016-09, Compensation – Stock Compensation (Topic 718). ASU 2016-09 is intended to simplify the accounting for share-based payment transactions, including income tax consequences, classification of awards as either assets or liabilities and classification on the statement of cash flows. ASU 2016-09 is effective for annual periods beginning after December 15, 2017 and interim periods within annual periods beginning after December 15, 2018. Early adoption is permitted. The Company expects to implement the provisions of ASU 2016-09 as of January 1, 2019. The adoption of this ASU is not expected to have a material effect on the Company’s financial statements. In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU 2016-13 requires the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions and reasonable and supportable forecasts. Adoption of ASU 2016-13 will require financial institutions and other organizations to use forward-looking information to better formulate their credit loss estimates. In addition, the ASU amends the accounting for credit losses on available for sale debt securities and purchased financial assets with credit deterioration. This update will be effective for fiscal years beginning after December 15, 2020 and interim periods within fiscal years beginning after December 15, 2021. The Company expects to implement the provisions of ASU 2016-13 as of January 1, 2022. The adoption of this ASU is not expected to have a material effect on the Company’s financial statements.

Inventory (Tables)

6 Months Ended

Jun. 30, 2018

Inventory Disclosure [Abstract]

Schedule of Inventory

Inventory is comprised of the following items:


	As of June 30, 2018		As of December 31, 2017
Raw materials	$	438	$	163
Work-in-process – dry cannabis		2,708		1,396
Work-in-process – cannabis extracts		3,075		30
Finished goods – dry cannabis		89		3,501
Finished goods – cannabis extracts		361		2,158
Finished goods – accessories		79		173

Total	$	6,750	$	7,421

Long-term Debt (Tables)

6 Months Ended

Jun. 30, 2018

Debt Disclosure [Abstract]

Summary of Long-term Debt

Long-term debt is as follows:


	As of June 30, 2018			As of December 31, 2017
Mortgage payable, due January 2019, annual interest 11.5%	$	9,128		$	9,537
Unamortized deferred financing costs		—			(105	)

		9,128			9,432
Less current portion of long-term debt		(9,128	)		(9,432	)

Total	$	—		$	—

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02.22)
-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682

Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 45
-Paragraph 1A
-URI http://asc.fasb.org/extlink&oid=114775744&loc=d3e28541-108399

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 6
-URI http://asc.fasb.org/extlink&oid=109259400&loc=d3e21506-112644

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08.(e),(f))
-URI http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690

Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 45
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=114775744&loc=d3e28551-108399

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 7
-URI http://asc.fasb.org/extlink&oid=109259400&loc=d3e21521-112644

Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=109259400&loc=d3e21538-112644

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 470
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=75038535&loc=d3e64711-112823

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 55
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=114775985&loc=d3e28878-108400

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=109259400&loc=d3e21475-112644

+ Details

Related Party Transactions (Tables)

6 Months Ended

Jun. 30, 2018

Privateer Holding [Member]

The various components of the Privateer Holdings debt facilities which represents the related party balances outstanding are as follows:


	As of June 30, 2018		As of December 31, 2017
Privateer Holdings credit facility	$	26,837	$	24,700
Privateer Holdings construction facility		8,108		6,395
Privateer Holdings start-up loans		2,070		1,731

Total	$	37,015	$	32,826

Privateer Holdings Start Up Loans [Member]

The outstanding balances under these loans are:


	As of June 30, 2018		As of December 31, 2017
Tilray Deutschland GmbH	$	1,540	$	1,340
Tilray Portugal Unipessoal, Lda.		102		105
Other		427		286

	$	2,069	$	1,731

Capital Stock (Tables)

6 Months Ended

Jun. 30, 2018

Federal Home Loan Banks [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.


	Par Value	Authorized	Voting Rights
Class 1 common stock	$0.0001	100,000,000	3 votes for each share

Class 2 common stock	$0.0001	100,000,000	1 vote for each share

Class 3 common stock	$0.0001	15,000,000	No voting rights

Series A preferred stock	$0.0001	8,000,000	Equal to the number of shares of Class 2 common stock into which each share of Preferred Stock could be converted

- Definition

Tabular disclosure of an entity's stock, including par or stated value per share, number and dollar amount of share subscriptions, shares authorized, shares issued, shares outstanding, number and dollar amount of shares held in an employee trust, dividend per share, total dividends, share conversion features, par value plus additional paid in capital, the value of treasury stock and other information necessary to a fair presentation, and EPS information. Stock by class includes common, convertible, and preferred stocks which are not redeemable or redeemable solely at the option of the issuer. Includes preferred stock with redemption features that are solely within the control of the issuer and mandatorily redeemable stock if redemption is required to occur only upon liquidation or termination of the reporting entity. If more than one issue is outstanding, state the title of each issue and the corresponding dollar amount; dollar amount of any shares subscribed but unissued and the deduction of subscriptions receivable there from; number of shares authorized, issued, and outstanding.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 45
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=65888546&loc=d3e21300-112643

Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(28))
-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=109259400&loc=d3e21553-112644

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 480
-SubTopic 10
-Section S99
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=65877616&loc=d3e177068-122764

Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=109259400&loc=d3e21538-112644

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 7
-URI http://asc.fasb.org/extlink&oid=109259400&loc=d3e21521-112644

Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(29))
-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(d))
-URI http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 5
-URI http://asc.fasb.org/extlink&oid=109259400&loc=d3e21488-112644

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-URI http://asc.fasb.org/extlink&oid=27012166&loc=d3e187085-122770

Reference 11: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 6
-URI http://asc.fasb.org/extlink&oid=109259400&loc=d3e21506-112644

Reference 12: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(27))
-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682

Reference 13: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=109259400&loc=d3e21484-112644

Reference 14: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=109259400&loc=d3e21475-112644

+ Details

Stock-based Compensation (Tables)

6 Months Ended

Jun. 30, 2018

Original Stock Option Plan [Member]

Schedule of Stock Option Activity

Stock option activity for the Company under the Original Plan is as follows:


	Shares			Weighted-average exercise price		Aggregate intrinsic value
Balance December 31, 2017		364,571		$	2.41	$	1,185

Granted		301,442			5.66
Exercised		(2,716	)		3.47
Forfeited		(1,051	)		3.01
Cancelled		(886	)		3.26

Balance June 30, 2018		661,360		$	3.89	$	1,174

New Stock Option Plan [Member]

Schedule of Stock Option Activity

Stock option activity, excluding performance-based awards:


	Shares			Weighted-average exercise price		Aggregate intrinsic value
Balance December 31, 2017		—		$	—	$	—

Granted		5,479,196			7.76
Exercised		—			—
Forfeited		(14,282	)		7.76
Cancelled		—			—

Balance June 30, 2018		5,464,914		$	7.76	$	—

Performance Shares [Member]

Schedule of Stock Option Activity

Performance-based stock option activity:


	Shares		Weighted-average exercise price		Aggregate intrinsic value
Balance December 31, 2017		—	$	—	$	—

Granted		600,000		7.76
Exercised		—		—
Forfeited		—		—
Cancelled		—		—

Balance June 30, 2018		600,000	$	7.76	$	—

Restricted Stock Units (RSUs) [Member]

Schedule of RSU Activity

RSU activity for the Company under the New Plan is as follows:

RSU activity, excluding performance-based RSUs:


	Share equivalent		Weighted-average grant date fair value
Non-vested at December 31, 2017		—	$	—

Granted		140,000		7.76
Vested		—		—
Forfeited		—		—
Cancelled		—		—

Non-vested at June 30, 2018		140,000	$	7.76

Performance-based RSUs [Member]

Schedule of RSU Activity

Performance-based RSUs:


	Share equivalent		Weighted-average grant date fair value
Non-vested at December 31, 2017		—	$	—

Granted		1,050,000		7.76
Vested		—		—
Forfeited		—		—
Cancelled		—		—

Non-vested at June 30, 2018		1,050,000	$	7.76

Commitments and Contingencies (Tables)

6 Months Ended

Jun. 30, 2018

Commitments and Contingencies Disclosure [Abstract]

Schedule of Future Minimum Rental Payments Under All Non-cancelable Capital and Operating Leases

Aggregate future minimum rental payments under all non-cancelable capital and operating leases are as follows:


	Operating Leases				Capital Leases
	June 30, 2018		December 31, 2017		June 30, 2018		December 31, 2017
2018*	$	255	$	481	$	127	$	772
2019		452		841		761		772
2020		422		694		761		772
2021		407		231		761		772
2022		503		—		761		772
Thereafter		2,818		—		570		579

	$	4,857	$	2,247	$	3,741		4,439

* For the six months ending December 31, 2018

Schedule of Future Minimum Rental Payments Under All Non-cancelable Capital and Operating Leases

Aggregate future minimum rental payments under all non-cancelable capital and operating leases are as follows:


	Operating Leases				Capital Leases
	June 30, 2018		December 31, 2017		June 30, 2018		December 31, 2017
2018*	$	255	$	481	$	127	$	772
2019		452		841		761		772
2020		422		694		761		772
2021		407		231		761		772
2022		503		—		761		772
Thereafter		2,818		—		570		579

	$	4,857	$	2,247	$	3,741		4,439

* For the six months ending December 31, 2018

Segment information (Tables)

6 Months Ended

Jun. 30, 2018

Segment Reporting [Abstract]

Summary of Sources of Revenue

Sources of revenues were as follows:


	Three months ended June 30				Six months ended June 30,
	2018		2017		2018		2017
Dried cannabis	$	5,247	$	4,032	$	9,869	$	8,024
Cannabis oils		4,438		880		7,545		1,871
Accessories		59		80		138		124

	$	9,744	$	4,992	$	17,552	$	10,019

Summary of Revenues Attributed to a Geographic Region Based on the Location of the Customer

Revenues attributed to a geographic region based on the location of the customer were as follows:


	Three months ended June 30				Six months ended June 30,
	2018		2017		2018		2017
Canada	$	9,399	$	4,913	$	17,012	$	9,940
Other countries		345		79		540		79

	$	9,744	$	4,992	$	17,552	$	10,019

Summary of Long-lived Assets Consisting of Property, Plant and Equipment, Net of Accumulated Depreciation, Attributed to Geographic Regions Based on their Physical Location

Long-lived assets consisting of property, plant and equipment, net of accumulated depreciation, attributed to geographic regions based on their physical location were as follows:


	As of June 30, 2018		As of December 31, 2017
Canada	$	57,065	$	39,086
Other countries		8,642		899

	$	65,707	$	39,985

Summary of Significant Accounting Policies - Additional Information (Detail)	Jun. 30, 2018 shares
Equity Incentive Plan 2018 [Member]
Accounting Policies [Line Items]
Shares reserved for future	9,199,338

Inventory - Schedule of Inventory (Detail) - USD ($) $ in Thousands	Jun. 30, 2018	Dec. 31, 2017
Inventory [Line Items]
Raw materials	$ 438	$ 163
Total	6,750	7,421
Dry Cannabis [Member]
Inventory [Line Items]
Work-in-process	2,708	1,396
Finished goods	89	3,501
Cannabis Extracts [Member]
Inventory [Line Items]
Work-in-process	3,075	30
Finished goods	361	2,158
Accessories [Member]
Inventory [Line Items]
Finished goods	$ 79	$ 173

Inventory - Additional Information (Detail) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Inventory [Line Items]
Inventory write-downs			$ 227	$ 53
Cannabis Oils [Member]
Inventory [Line Items]
Inventory write-downs	$ 491	$ 98	$ 703	$ 170

Property, Plant and Equipment - Additional Information (Detail) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017	Dec. 31, 2017
Property, Plant and Equipment [Line Items]
Property, plant and equipment additions			$ 25,979		$ 10,464
Depreciation expense	$ 566	$ 338	968	$ 674
Construction in Progress [Member]
Property, Plant and Equipment [Line Items]
Interest capitalized			169	0
Cost of Sales [Member]
Property, Plant and Equipment [Line Items]
Depreciation expense	157	82	259	161
General and Administrative Expense [Member]
Property, Plant and Equipment [Line Items]
Depreciation expense	$ 30	$ 27	$ 59	$ 53

Intangible Assets - Additional Information (Detail) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017	Dec. 31, 2017
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible asset additions			$ 916		$ 509
Amortization expense on intangible assets	$ 104	$ 72	180	$ 280
Net carrying value of intangible assets	13		13		$ 381
Finite lived intangible assets amortization expense, 2018	328		328
Finite lived intangible assets amortization expense, 2019	607		607
Finite lived intangible assets amortization expense, thereafter	$ 504		$ 504

Long-term Debt - Summary of Long-term Debt (Detail) - USD ($) $ in Thousands	Jun. 30, 2018	Dec. 31, 2017
Debt Instrument [Line Items]
Unamortized deferred financing costs		$ (105)
Long-term Debt	$ 9,128	9,432
Less current portion of long-term debt	(9,128)	(9,432)
Long-term Debt	9,128	9,432
Mortgage Loan Payable [Member]
Debt Instrument [Line Items]
Long-term Debt, Gross	$ 9,128	$ 9,537

Long-term Debt - Summary of Long-term Debt (Parenthetical) (Detail) - Mortgage Loan Payable [Member]	6 Months Ended	12 Months Ended
	Jun. 30, 2018	Dec. 31, 2017	Dec. 31, 2016
Debt Instrument [Line Items]
Debt instrument interest rate	11.50%	11.50%	11.50%
Debt instrument maturity period	Jan. 31, 2019	Jan. 31, 2019

Long-term Debt - Additional Information (Detail) $ in Thousands, $ in Thousands	1 Months Ended	6 Months Ended
	Jul. 31, 2018 CAD ($)	Jun. 30, 2018	Dec. 31, 2017	Dec. 31, 2016 USD ($)	Dec. 31, 2016 CAD ($)
Debt Instrument [Line Items]
Mortgage loan extended maturity date		Jan. 01, 2019
Debt instrument, covenant		Financial covenants include requirements to maintain a current ratio of no less than 2 times at any time along with other quarterly revenue and operating expense measures.
Debt instrument, covenant compliance		Tilray Canada, Ltd. was in compliance with these covenants as at June 30, 2018 and December 31, 2017.
Maximum [Member]
Debt Instrument [Line Items]
Current ratio required to be maintained		2
Mortgage Loan Payable [Member]
Debt Instrument [Line Items]
Debt instrument, face amount				$ 8,909	$ 12,000
Debt instrument interest rate		11.50%	11.50%	11.50%	11.50%
Subsequent Event [Member]
Debt Instrument [Line Items]
Mortgage loan extension renewal fees	$ 90
Mortgage loan extension renewal fees basis point	75.00%

Related Party Transactions - Summary of Various Components of Parent Company Debt Facilities Represents Related Party Balances Outstanding (Detail) - USD ($) $ in Thousands	Jun. 30, 2018	Dec. 31, 2017
Related Party Transaction [Line Items]
Total	$ 37,015	$ 32,826
Privateer Holdings Start Up Loans [Member]
Related Party Transaction [Line Items]
Total	2,069	1,731
Privateer Holding [Member]
Related Party Transaction [Line Items]
Total	37,015	32,826
Privateer Holding [Member] \| Privateer Holdings Credit Facility [Member]
Related Party Transaction [Line Items]
Total	26,837	24,700
Privateer Holding [Member] \| Privateer Holdings Construction Facility [Member]
Related Party Transaction [Line Items]
Total	8,108	6,395
Privateer Holding [Member] \| Privateer Holdings Start Up Loans [Member]
Related Party Transaction [Line Items]
Total	$ 2,070	$ 1,731

Related Party Transactions - Additional Information (Detail) - Privateer Holdings [Member] - USD ($) $ in Thousands				1 Months Ended	3 Months Ended		6 Months Ended
	Apr. 01, 2018	Jan. 01, 2018	Dec. 31, 2017	Jul. 31, 2018	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017	Dec. 01, 2017	Nov. 01, 2017	Jan. 01, 2016
Schedule of Other Related Party Transactions [Line Items]
Business development and research and development services mark up percentage							9.00%
Personnel compensation mark up percentage							3.00%
Management service fees floating interest rate							2.54%
Management service fees expense					$ 556	$ 1,316	$ 1,873	$ 2,188
Interest expense					$ 233	$ 183	$ 417	$ 366
Subsequent Event [Member]
Schedule of Other Related Party Transactions [Line Items]
Repayment of related party debt				$ 36,940
Revolving Credit Facility [Member]
Schedule of Other Related Party Transactions [Line Items]
Line of credit facility, maximum borrowing capacity	$ 7,000										$ 25,000
Line of credit facility, interest rate	2.62%		2.54%
Demand Revolving Construction Facility [Member] \| High Park Farms Ltd [Member]
Schedule of Other Related Party Transactions [Line Items]
Line of credit facility, maximum borrowing capacity										$ 10,000
Line of credit facility, interest rate		2.54%
Demand Construction Facility [Member] \| Tilray Canada Ltd [Member]
Schedule of Other Related Party Transactions [Line Items]
Line of credit facility, maximum borrowing capacity									$ 1,000
Line of credit facility, interest rate		2.54%

Related Party Transactions - Summary of Outstanding Balances under Loans (Detail) - USD ($) $ in Thousands	Jun. 30, 2018	Dec. 31, 2017
Related Party Transaction [Line Items]
Due to related parties, current	$ 37,015	$ 32,826
Privateer Holdings Start Up Loans [Member]
Related Party Transaction [Line Items]
Due to related parties, current	2,069	1,731
Privateer Holdings Start Up Loans [Member] \| Tilray Deutschland GmbH [Member]
Related Party Transaction [Line Items]
Due to related parties, current	1,540	1,340
Privateer Holdings Start Up Loans [Member] \| Tilray Portugal Unipessoal Lda [Member]
Related Party Transaction [Line Items]
Due to related parties, current	102	105
Privateer Holdings Start Up Loans [Member] \| Other [Member]
Related Party Transaction [Line Items]
Due to related parties, current	$ 427	$ 286

Capital Stock - Additional Information (Detail) $ / shares in Units, $ in Thousands	1 Months Ended	2 Months Ended	6 Months Ended
	Feb. 28, 2018 shares	Mar. 31, 2018 $ / shares shares	Jun. 30, 2018 USD ($) $ / shares shares	Jun. 30, 2018 $ / shares shares	Mar. 31, 2018 $ / shares	Dec. 31, 2017 shares
Class of Stock [Line Items]
Capital Stock Authorized			0	0		1
Capital Stock Issued			0	0		1
Capital Stock outstanding			0	0		1
Preferred stock, shares issued			7,794,042	7,794,042		0
Preferred stock, shares outstanding			7,794,042	7,794,042		0
Protective Provision [Member]
Class of Stock [Line Items]
Preferred stock, shares issued			1,000,000	1,000,000
Preferred stock, shares outstanding			1,000,000	1,000,000
Preferred Stock [Member]
Class of Stock [Line Items]
Stock issued during period, shares, new issues		7,794,042
Shares issued, price per share \| (per share)		$ 7.10			$ 8.90
Preferred stock dividend rate			10.00%
Preferred stock dividends declared \| $ / shares			$ 0
Preferred stock dividends cash paid \| $ / shares			$ 0
Gross proceeds \| $			$ 125,000
Conversion price \| (per share)			$ 7.10	$ 8.90
Class 1 common stock [Member] \| Privateer Holdings [Member]
Class of Stock [Line Items]
Stock issued during period, shares, in exchange of assets	75,000,000

Capital Stock - Summary of Capital Stock (Detail) - $ / shares	6 Months Ended
	Jun. 30, 2018	Dec. 31, 2017
Class of Stock [Line Items]
Common stock par value per share	$ 0.0001	$ 0.0001
Convertible preferred stock	$ 0.0001	$ 0.0001
Common stock shares authorized	215,000,000	215,000,000
Convertible preferred stock shares authorized	8,000,000	8,000,000
Class 1 common stock [Member]
Class of Stock [Line Items]
Common stock par value per share		$ 0.0001
Common stock shares authorized		100,000,000
Common stock voting rights	3 votes for each share
Class 2 common stock [Member]
Class of Stock [Line Items]
Common stock par value per share		$ 0.0001
Common stock shares authorized		100,000,000
Common stock voting rights	1 vote for each share
Class 3 common stock [Member]
Class of Stock [Line Items]
Common stock par value per share		$ 0.0001
Common stock shares authorized		15,000,000
Common stock voting rights	No voting rights
Series A preferred stock [Member]
Class of Stock [Line Items]
Convertible preferred stock		$ 0.0001
Convertible preferred stock shares authorized		8,000,000
Convertible preferred stock voting rights	Equal to the number of shares of Class 2 common stock into which each share of Preferred Stock could be converted

Stock-based Compensation - Additional Information (Detail) - USD ($)	1 Months Ended	3 Months Ended		6 Months Ended		12 Months Ended
	May 31, 2018	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017	Dec. 31, 2017
Original Stock Option Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense		$ 169,000	$ 35,000	$ 200,000	$ 70,000
Fair value assumptions, expected life						5 years 6 months 10 days
Fair value assumptions, risk free interst rate						2.01%
Fair value assumptions, expected volatility rate						56.32%
Fair value assumptions, expected dividend rate						0.00%
Share based compensation arrangement by share based payment award vesting period from grant date						4 years
Share-based compensation arrangement by share-based payment award, options, expirations in period				886		0
Weighted-average remaining contractual life for options outstanding				8 years 6 months 10 days
Weighted-average remaining contractual life for options expected to vest				9 years 3 months 21 days
Options exercisable		270,727		270,727
Options exercisable, weighted-average exercise price		$ 2.30		$ 2.30
Aggregate intrinsic value		$ 909,000		$ 909,000
Weighted-average remaining contractual life options expected to vest				7 years 3 months 26 days
Aggregate intrinsic option exercised				$ 6,000
Weighted-average exercise price				$ 3.47
Original Stock Option Plan [Member] \| First anniversary [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation arrangement by share-based payment award, award vesting rights, percentage						25.00%
2018 Equity Incentive Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense		$ 5,432,000	$ 0	$ 5,432,000	$ 0
Fair value assumptions, expected life				5 years 10 months 6 days
Fair value assumptions, risk free interst rate				2.94%
Fair value assumptions, expected volatility rate				58.64%
Fair value assumptions, expected dividend rate				0.00%
Share-based compensation arrangement by share-based payment award, award vesting rights, percentage				25.00%
Share based compensation arrangement by share based payment award vesting period from grant date				4 years
Share-based compensation arrangement by share-based payment award, options, expirations in period				0
Number of additional shares of common stock authorized for issuance	2,487,717
Number of shares of common stock authorized for issuance	9,199,338
New Stock Option Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options exercisable		937,500		937,500
Aggregate intrinsic value		$ 0		$ 0
Weighted-average remaining contractual life options expected to vest				9 years 10 months 21 days
Weighted-average exercise price				$ 7.76
Aggregate intrinsic option exercised		$ 0		$ 0
Performance Shares [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options exercisable		0		0
Aggregate intrinsic value		$ 0		$ 0
Weighted-average remaining contractual life options expected to vest				9 years 10 months 21 days
Weighted-average exercise price				$ 7.76
Aggregate intrinsic option exercised		0		$ 0
Restricted Stock Units (RSUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average grant-date fair value, Granted				$ 7.76
Unrecognized stock-based compensation expense		946,000		$ 946,000
Unrecognized stock-based compensation expense to be recognized in period, years				3 years 2 months 5 days
Number of RSUs vested				0
Performance-based RSUs [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average grant-date fair value, Granted				$ 7.76
Unrecognized stock-based compensation expense		$ 7,786,000		$ 7,786,000
Unrecognized stock-based compensation expense to be recognized in period, years				2 years 2 months 23 days
Number of RSUs vested				0

Stock-based Compensation - Schedule of Stock Option Activity (Detail) - USD ($) $ / shares in Units, $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2018	Dec. 31, 2017
Original Stock Option Plan [Member]
Shares
Shares, Beginning Balance	364,571
Shares, Granted	301,442
Shares, Exercised	(2,716)
Shares, Forfeited	(1,051)
Shares, Cancelled	(886)	0
Shares, Ending Balance	661,360	364,571
Weighted-average exercise price
Weighted-average exercise price, Beginning Balance	$ 2.41
Weighted-average exercise price, Granted	5.66
Weighted-average exercise price, Exercised	3.47
Weighted-average exercise price, Forfeited	3.01
Weighted-average exercise price, Cancelled	3.26
Weighted-average exercise price, Ending Balance	$ 3.89	$ 2.41
Aggregate intrinsic value
Aggregate intrinsic value, Beginning Balance	$ 1,185
Aggregate intrinsic value, Ending Balance	$ 1,174	$ 1,185
New Stock Option Plan [Member]
Shares
Shares, Beginning Balance	0
Shares, Granted	5,479,196
Shares, Forfeited	(14,282)
Shares, Ending Balance	5,464,914	0
Weighted-average exercise price
Weighted-average exercise price, Beginning Balance	$ 0.00
Weighted-average exercise price, Granted	7.76
Weighted-average exercise price, Exercised	7.76
Weighted-average exercise price, Forfeited	7.76
Weighted-average exercise price, Ending Balance	$ 7.76	$ 0.00
Aggregate intrinsic value
Aggregate intrinsic value, Beginning Balance	$ 0
Aggregate intrinsic value, Ending Balance	$ 0	$ 0
Performance Shares [Member]
Shares
Shares, Beginning Balance	0
Shares, Granted	600,000
Shares, Ending Balance	600,000	0
Weighted-average exercise price
Weighted-average exercise price, Beginning Balance	$ 0.00
Weighted-average exercise price, Granted	7.76
Weighted-average exercise price, Exercised	7.76
Weighted-average exercise price, Ending Balance	$ 7.76	$ 0.00
Aggregate intrinsic value
Aggregate intrinsic value, Beginning Balance	$ 0
Aggregate intrinsic value, Ending Balance	$ 0	$ 0

Stock-based Compensation - Schedule of RSU Activity (Detail)	6 Months Ended
	Jun. 30, 2018 $ / shares shares
Restricted Stock Units (RSUs) [Member]
Share equivalent
Share equivalent, Beginning Balance \| shares	0
Share equivalent, Granted \| shares	140,000
Share equivalent, Vested \| shares	0
Share equivalent, Forfeited \| shares	0
Share equivalent, Cancelled \| shares	0
Share equivalent, Ending Balance \| shares	140,000
Weighted-average grant date fair value
Weighted-average grant date fair value, Beginning Balance \| $ / shares	$ 0.00
Weighted-average grant date fair value, Granted \| $ / shares	7.76
Weighted-average grant date fair value, Vested \| $ / shares	0
Weighted-average grant date fair value, Forfeited \| $ / shares	0
Weighted-average grant date fair value, Cancelled \| $ / shares	0
Weighted-average grant date fair value, Ending Balance \| $ / shares	$ 7.76
Performance-based RSUs [Member]
Share equivalent
Share equivalent, Beginning Balance \| shares	0
Share equivalent, Granted \| shares	1,050,000
Share equivalent, Vested \| shares	0
Share equivalent, Forfeited \| shares	0
Share equivalent, Cancelled \| shares	0
Share equivalent, Ending Balance \| shares	1,050,000
Weighted-average grant date fair value
Weighted-average grant date fair value, Beginning Balance \| $ / shares	$ 0.00
Weighted-average grant date fair value, Granted \| $ / shares	7.76
Weighted-average grant date fair value, Vested \| $ / shares	0
Weighted-average grant date fair value, Forfeited \| $ / shares	0
Weighted-average grant date fair value, Cancelled \| $ / shares	0
Weighted-average grant date fair value, Ending Balance \| $ / shares	$ 7.76

Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Income Tax Disclosure [Abstract]
Effective tax rates	21.00%	35.00%
Consolidated income tax expense	$ 63	$ 0	$ 63	$ 0

Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Commitments and Contingencies Disclosure [Abstract]
Lease expiration date			Dec. 31, 2027
Rent expense under operating leases	$ 88	$ 39	$ 193	$ 41

Commitments and Contingencies - Schedule of Future Minimum Rental Payments Under All Non-cancelable Capital and Operating Leases (Detail) - USD ($)
$ in Thousands

Jun. 30, 2018

Dec. 31, 2017

Operating leases future minimum payments

2018

^[1]

$ 255

$ 481

2019

452

841

2020

422

694

2021

407

231

2022

503

Thereafter

2,818

Total

4,857

2,247

Capital leases future minimum payments

2018

^[1]

127

772

2019

761

772

2020

761

772

2021

761

772

2022

761

772

Thereafter

570

579

Total

$ 3,741

$ 4,439

[1]	For the six months ending December 31, 2018

Financial Instruments - Additional Information (Detail) - Canada, Dollars [Member] $ in Thousands	6 Months Ended
	Jun. 30, 2018 USD ($)
Fair Value Of Financial Instruments [Line Items]
Change in exchange rate	0.10
Carrying value of net asset	$ 1,793

Segmented Information - Additional Information (Detail)	3 Months Ended		6 Months Ended
Segmented Information - Additional Information (Detail)	Jun. 30, 2018 Customers	Jun. 30, 2017 Customers	Jun. 30, 2018 Customers Segment	Jun. 30, 2017 Customers
Segment Reporting [Abstract]
Number of operating segment \| Segment			1
Number of customers that accounted for 10% of more of the Company's revenue \| Customers	0	0	0	0

Segmented Information - Summary of Sources of Revenue (Detail) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Segment Reporting Information [Line Items]
Revenues	$ 9,744	$ 4,992	$ 17,552	$ 10,019
Dry Cannabis [Member]
Segment Reporting Information [Line Items]
Revenues	5,247	4,032	9,869	8,024
Cannabis Oils [Member]
Segment Reporting Information [Line Items]
Revenues	4,438	880	7,545	1,871
Accessories [Member]
Segment Reporting Information [Line Items]
Revenues	$ 59	$ 80	$ 138	$ 124

Segmented 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, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Segment Reporting Information [Line Items]
Revenues	$ 9,744	$ 4,992	$ 17,552	$ 10,019
CANADA [Member]
Segment Reporting Information [Line Items]
Revenues	9,399	4,913	17,012	9,940
Others Countries [Member]
Segment Reporting Information [Line Items]
Revenues	$ 345	$ 79	$ 540	$ 79

Segmented Information - Summary of Long-lived Assets Consisting of Property, Plant and Equipment, Net of Accumulated Depreciation, Attributed to Geographic Regions Based On Their Physical Location (Detail) - USD ($) $ in Thousands	Jun. 30, 2018	Dec. 31, 2017
Segment Reporting Information [Line Items]
Property, plant and equipment, net	$ 65,707	$ 39,985
CANADA [Member]
Segment Reporting Information [Line Items]
Property, plant and equipment, net	57,065	39,086
Others Countries [Member]
Segment Reporting Information [Line Items]
Property, plant and equipment, net	$ 8,642	$ 899

Subsequent events - Additional Information (Detail) - Subsequent Event [Member] - IPO [Member] $ / shares in Units, $ in Thousands	1 Months Ended
	Jul. 31, 2018 USD ($) $ / shares shares
Subsequent Event [Line Items]
Proceeds from IPO \| $	$ 163,634
Underwriter Options [Member]
Subsequent Event [Line Items]
Common stock, shares issued	1,350,000
Class 2 Common Stock [Member]
Subsequent Event [Line Items]
Common stock, shares issued	10,350,000
Share Price \| $ / shares	$ 17.00
Conversion of preferred stock to common stock	7,794,042
Preferred stock conversion basis	One-for-one basis.

Stock-based Compensation - Schedule of RSU Activity (Detail)	6 Months Ended
	Jun. 30, 2018 $ / shares shares
Restricted Stock Units (RSUs) [Member]
Share equivalent
Share equivalent, Beginning Balance \| shares	0
Share equivalent, Granted \| shares	140,000
Share equivalent, Vested \| shares	0
Share equivalent, Forfeited \| shares	0
Share equivalent, Cancelled \| shares	0
Share equivalent, Ending Balance \| shares	140,000
Weighted-average grant date fair value
Weighted-average grant date fair value, Beginning Balance \| $ / shares	$ 0.00
Weighted-average grant date fair value, Granted \| $ / shares	7.76
Weighted-average grant date fair value, Vested \| $ / shares	0
Weighted-average grant date fair value, Forfeited \| $ / shares	0
Weighted-average grant date fair value, Cancelled \| $ / shares	0
Weighted-average grant date fair value, Ending Balance \| $ / shares	$ 7.76
Performance-based RSUs [Member]
Share equivalent
Share equivalent, Beginning Balance \| shares	0
Share equivalent, Granted \| shares	1,050,000
Share equivalent, Vested \| shares	0
Share equivalent, Forfeited \| shares	0
Share equivalent, Cancelled \| shares	0
Share equivalent, Ending Balance \| shares	1,050,000
Weighted-average grant date fair value
Weighted-average grant date fair value, Beginning Balance \| $ / shares	$ 0.00
Weighted-average grant date fair value, Granted \| $ / shares	7.76
Weighted-average grant date fair value, Vested \| $ / shares	0
Weighted-average grant date fair value, Forfeited \| $ / shares	0
Weighted-average grant date fair value, Cancelled \| $ / shares	0
Weighted-average grant date fair value, Ending Balance \| $ / shares	$ 7.76