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Commitments and Contingencies
12 Months Ended
Dec. 31, 2020
Commitments And Contingencies Disclosure [Abstract]  
Commitments and Contingencies

20. 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. As of December 31, 2020, in the opinion of management, no claims meet the criteria to record a loss contingency.

 

Purchase commitments

The following table reflects the Company’s future non-cancellable minimum purchase commitments for inventory as of December 31, 2020:

 

 

 

Total

 

 

2021

 

 

 

 

2022

 

 

 

 

2023

 

 

 

 

2024

 

 

 

 

2025

 

 

 

 

Thereafter

 

Purchase commitments

 

$

84,094

 

 

$

84,094

 

 

 

 

$

 

 

 

 

$

 

 

 

 

$

 

 

 

 

$

 

 

 

 

$

 

Total

 

$

84,094

 

 

$

84,094

 

 

 

 

$

 

 

 

 

$

 

 

 

 

$

 

 

 

 

$

 

 

 

 

$

 

 

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, and 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. In September 2020, the Company signed an amendment to this agreement under which the Company is no longer obligated to purchase product from Rose nor pay the minimum fee. Instead, the amendment requires the Company to make approximately 40,000 kilograms equivalent Tilray product available in the province of Quebec through 2023 for Rose for sale and pay Rose a compensation fee based on net revenue sold in Quebec for an estimated compensation fee of approximately $8.0 million through 2023. As there is no firm commission fee commitment, it is excluded from the above schedule. Compensation fee expense is recorded as incurred.

In 2018, the Company entered into a Product and Trademark License Agreement with Docklight LLC, a related party (refer to Note 25), 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 convertible notes (refer to Note 14), ABG finance liability (refer to Note 4), the Senior Facility (refer to Note 15), and Portugal construction purchase commitments as follows:

 

 

Total

 

 

2021

 

 

 

 

2022

 

 

 

 

2023

 

 

 

 

2024

 

 

 

 

2025

 

 

 

 

Thereafter

 

Convertible notes, principal and interest

 

$

319,535

 

 

$

13,893

 

 

 

 

$

13,893

 

 

 

 

$

291,749

 

 

 

 

$

 

 

 

 

$

 

 

 

 

$

 

Senior Facility, principal and interest

 

 

56,683

 

 

 

5,302

 

 

 

 

 

51,381

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ABG finance liability

 

 

7,500

 

 

 

1,500

 

 

 

 

 

1,500

 

 

 

 

 

1,500

 

 

 

 

 

1,500

 

 

 

 

 

1,500

 

 

 

 

$

 

Portugal construction commitments

 

 

2,778

 

 

 

2,778

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

386,496

 

 

$

23,473

 

 

 

 

$

66,774

 

 

 

 

$

293,249

 

 

 

 

$

1,500

 

 

 

 

$

1,500

 

 

 

 

$

 

 

In the event the Company consummates the announced merger with Aphria Inc., the Company has agreed to pay its financial advisor a non-refundable $9,000 transaction fee on the date of closing.