Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Nov. 30, 2022 | Jan. 05, 2023 | |
Document Information [Line Items] | ||
Entity Central Index Key | 0001731348 | |
Entity Registrant Name | Tilray Brands, Inc. | |
Amendment Flag | false | |
Current Fiscal Year End Date | --05-31 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2022 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Nov. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-38594 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 82-4310622 | |
Entity Address, Address Line One | 265 Talbot Street West | |
Entity Address, City or Town | Leamington | |
Entity Address, State or Province | ON | |
Entity Address, Postal Zip Code | N8H 5L4 | |
City Area Code | 844 | |
Local Phone Number | 845-7291 | |
Title of 12(b) Security | Class 2 Common Stock, $0.0001 par value per share | |
Trading Symbol | TLRY | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 615,494,626 |
Consolidated Statements of Fina
Consolidated Statements of Financial Position (Current Period Unaudited) - USD ($) $ in Thousands | Nov. 30, 2022 | Mar. 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 190,218 | $ 415,909 |
Marketable Securities | 243,286 | 0 |
Accounts receivable, net | 89,705 | 95,279 |
Inventory | 240,946 | 245,529 |
Prepaids and other current assets | 50,550 | 46,786 |
Total current assets | 814,705 | 803,503 |
Capital assets | 539,124 | 587,499 |
Right-of-use assets | 11,351 | 12,996 |
Intangible assets | 1,214,842 | 1,277,875 |
Goodwill | 2,621,401 | 2,641,305 |
Interest in equity investees | 4,638 | 4,952 |
Long-term investments | 8,211 | 10,050 |
Convertible notes receivable | 255,310 | 111,200 |
Other assets | 4,797 | 314 |
Total assets | 5,474,379 | 5,449,694 |
Current liabilities | ||
Bank indebtedness | 15,304 | 18,123 |
Accounts payable and accrued liabilities | 162,900 | 157,431 |
Contingent consideration | 26,463 | 16,007 |
Warrant liability | 12,670 | 14,255 |
Current portion of lease liabilities | 6,976 | 6,703 |
Current portion of long-term debt | 20,681 | 67,823 |
Deduct - current portion | 181,511 | 0 |
Total current liabilities | 426,505 | 280,342 |
Long - term liabilities | ||
Lease liabilities | 8,999 | 11,329 |
Long-term debt | 152,150 | 117,879 |
Total convertible debentures payable, non current portion | 223,295 | 401,949 |
Deferred tax liabilities | 180,099 | 196,638 |
Other liabilities | 185 | 191 |
Total liabilities | 991,233 | 1,008,328 |
Commitments and contingencies (refer to Note 18) | ||
Stockholders' equity | ||
Common stock ($0.0001 par value; 990,000,000 shares authorized; 613,181,559 and 532,674,887 shares issued and outstanding, respectively) | 61 | 53 |
Additional paid-in capital | 5,697,466 | 5,382,367 |
Accumulated other comprehensive loss | (121,455) | (20,764) |
Accumulated Deficit | (1,105,796) | (962,851) |
Total Tilray Brands, Inc. stockholders' equity | 4,470,276 | 4,398,805 |
Non-controlling interests | 12,870 | 42,561 |
Total stockholders' equity | 4,483,146 | 4,441,366 |
Total liabilities and stockholders' equity | $ 5,474,379 | $ 5,449,694 |
Consolidated Statements of Fi_2
Consolidated Statements of Financial Position (Current Period Unaudited) (Parentheticals) - $ / shares | Nov. 30, 2022 | Mar. 31, 2022 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 990,000,000 | 990,000,000 |
Common stock, shares issued (in shares) | 613,181,559 | 532,674,887 |
Common stock, shares outstanding (in shares) | 613,181,559 | 532,674,887 |
Consolidated Statements of Loss
Consolidated Statements of Loss and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Nov. 30, 2022 | Nov. 30, 2021 | Nov. 30, 2022 | Nov. 30, 2021 | |
Net revenue | $ 144,136 | $ 155,153 | $ 297,347 | $ 323,176 |
Cost of goods sold | 104,012 | 122,387 | 208,609 | 239,455 |
Gross profit | 40,124 | 32,766 | 88,738 | 83,721 |
Operating expenses: | ||||
General and administrative | 41,672 | 33,469 | 82,180 | 82,956 |
Selling | 9,669 | 9,210 | 19,340 | 16,642 |
Amortization | 23,995 | 29,016 | 48,354 | 59,755 |
Marketing and promotion | 8,535 | 7,120 | 15,783 | 12,585 |
Research and development | 165 | 515 | 331 | 1,300 |
Change in fair value of contingent consideration | 0 | 845 | 211 | 1,682 |
Litigation costs | 2,815 | 1,080 | 3,260 | 2,274 |
Transaction (income) costs | 5,064 | 7,040 | (7,752) | 31,425 |
Total operating expenses | 91,915 | 88,295 | 161,707 | 208,619 |
Operating loss | (51,791) | (55,529) | (72,969) | (124,898) |
Interest expense, net | (3,107) | (9,940) | (7,520) | (20,110) |
Non-operating income (expense), net | (18,450) | 65,595 | (51,442) | 115,292 |
(Loss) income before income taxes | (73,348) | 126 | (131,931) | (29,716) |
Income taxes (benefit) expense | (11,713) | (5,671) | (4,502) | (909) |
Net (loss) income | (61,635) | 5,797 | (127,429) | (28,807) |
Total net income (loss) attributable to: | ||||
Stockholders of Tilray Brands, Inc. | (69,463) | (201) | (142,945) | (41,850) |
Non-controlling interests | 7,828 | 5,998 | 15,516 | 13,043 |
Other comprehensive loss, net of tax | ||||
Foreign currency translation loss | (24,597) | (32,367) | (84,889) | (133,139) |
Unrealized loss on convertible notes receivable | (17,643) | (16,305) | (20,168) | (16,954) |
Total other comprehensive loss, net of tax | (42,240) | (48,672) | (105,057) | (150,093) |
Comprehensive loss | (103,875) | (42,875) | (232,486) | (178,900) |
Total comprehensive income (loss) attributable to: | ||||
Stockholders of Tilray Brands, Inc. | (111,186) | (41,853) | (243,636) | (184,923) |
Non-controlling interests | $ 7,311 | $ (1,022) | $ 11,150 | $ 6,023 |
Weighted average number of common shares - basic (in shares) | 611,711,377 | 460,254,275 | 589,122,358 | 454,797,598 |
Weighted average number of common shares - diluted (in shares) | 611,711,377 | 460,254,275 | 589,122,358 | 454,797,598 |
Net loss per share - basic (in dollars per share) | $ (0.11) | $ 0 | $ (0.24) | $ (0.09) |
Net loss per share - diluted (in dollars per share) | $ (0.11) | $ 0 | $ (0.24) | $ (0.09) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | AOCI Attributable to Parent [Member] | Retained Earnings [Member] | Noncontrolling Interest [Member] | Total |
Balance (in shares) at May. 31, 2021 | 446,440,641 | |||||
Balance at May. 31, 2021 | $ 46 | $ 4,792,406 | $ 152,668 | $ (486,050) | $ 6,243 | $ 4,465,313 |
Third party contribution to Superhero Acquisition LP | $ 0 | 0 | 0 | 0 | 52,995 | 52,995 |
Share issuance - options exercised (in shares) | 417,489 | |||||
Share issuance - options exercised | $ 0 | 0 | 0 | 0 | 0 | 0 |
Share issuance - RSUs exercised (in shares) | 3,665,337 | |||||
Share issuance - RSUs exercised | $ 0 | 0 | 0 | 0 | 0 | 0 |
Shares effectively repurchased for employee withholding tax | 0 | (5,944) | 0 | 0 | 0 | (5,944) |
Stock-based compensation | 0 | 9,417 | 0 | 0 | 0 | 9,417 |
Net comprehensive (loss) income | $ 0 | 0 | (101,421) | (41,649) | 7,045 | (136,025) |
Balance (in shares) at Aug. 31, 2021 | 450,523,467 | |||||
Balance at Aug. 31, 2021 | $ 46 | 4,795,879 | 51,247 | (527,699) | 66,283 | 4,385,756 |
Balance (in shares) at May. 31, 2021 | 446,440,641 | |||||
Balance at May. 31, 2021 | $ 46 | 4,792,406 | 152,668 | (486,050) | 6,243 | 4,465,313 |
Net comprehensive (loss) income | (178,900) | |||||
Balance (in shares) at Nov. 30, 2021 | 463,802,393 | |||||
Balance at Nov. 30, 2021 | $ 46 | 4,954,547 | 9,595 | (527,900) | 36,701 | 4,472,989 |
Balance (in shares) at Aug. 31, 2021 | 450,523,467 | |||||
Balance at Aug. 31, 2021 | $ 46 | 4,795,879 | 51,247 | (527,699) | 66,283 | 4,385,756 |
Share issuance - options exercised (in shares) | 98,044 | |||||
Share issuance - options exercised | $ 0 | 0 | 0 | 0 | 0 | 0 |
Share issuance - RSUs exercised (in shares) | 470,324 | |||||
Share issuance - RSUs exercised | $ 0 | 0 | 0 | 0 | 0 | 0 |
Shares effectively repurchased for employee withholding tax | 0 | (2,742) | (2,742) | |||
Stock-based compensation | 0 | 12,876 | 0 | 0 | 0 | 12,876 |
Net comprehensive (loss) income | $ 0 | 0 | (41,652) | (201) | (1,022) | (42,875) |
Share issuance (in shares) | 9,817,061 | |||||
Share issuance | $ 0 | 117,804 | 0 | 0 | 0 | 117,804 |
Share issuance - Double Diamond Holdings note (in shares) | 2,677,596 | |||||
Share issuance - Double Diamond Holdings note | $ 0 | 28,560 | 0 | 0 | (28,560) | 0 |
Share issuance - legal settlement (in shares) | 215,901 | |||||
Share issuance - legal settlement | $ 0 | 2,170 | 2,170 | |||
Balance (in shares) at Nov. 30, 2021 | 463,802,393 | |||||
Balance at Nov. 30, 2021 | $ 46 | 4,954,547 | 9,595 | (527,900) | 36,701 | 4,472,989 |
Balance (in shares) at May. 31, 2022 | 532,674,887 | |||||
Balance at May. 31, 2022 | $ 53 | 5,382,367 | (20,764) | (962,851) | 42,561 | 4,441,366 |
Share issuance - options exercised (in shares) | 3,777 | |||||
Share issuance - options exercised | $ 0 | 0 | 0 | 0 | 0 | 0 |
Share issuance - RSUs exercised (in shares) | 950,893 | |||||
Share issuance - RSUs exercised | $ 0 | 0 | 0 | 0 | 0 | 0 |
Shares effectively repurchased for employee withholding tax | 0 | (1,189) | 0 | 0 | 0 | (1,189) |
Stock-based compensation | 0 | 9,193 | 0 | 0 | 0 | 9,193 |
Net comprehensive (loss) income | $ 0 | 0 | (58,968) | (73,482) | 3,839 | (128,611) |
Share issuance - Double Diamond Holdings note (in shares) | 1,529,821 | |||||
Share issuance - Double Diamond Holdings note | $ 1 | 5,063 | 0 | 0 | 0 | 5,064 |
Share issuance - equity financing (in shares) | 32,481,149 | |||||
Share issuance - equity financing | $ 3 | 129,590 | 0 | 0 | 0 | 129,593 |
Shares issued to purchase HEXO convertible note receivable (in shares) | 33,314,412 | |||||
Shares issued to purchase HEXO convertible note receivable | $ 3 | 107,269 | 0 | 0 | 0 | 107,272 |
HTI Convertible Note - conversion feature | 0 | 9,055 | 0 | 0 | 0 | 9,055 |
Dividends declared to non-controlling interests | $ 0 | 0 | 0 | 0 | (8,561) | (8,561) |
Balance (in shares) at Aug. 31, 2022 | 600,954,939 | |||||
Balance at Aug. 31, 2022 | $ 60 | 5,641,348 | (79,732) | (1,036,333) | 37,839 | 4,563,182 |
Balance (in shares) at May. 31, 2022 | 532,674,887 | |||||
Balance at May. 31, 2022 | $ 53 | 5,382,367 | (20,764) | (962,851) | 42,561 | 4,441,366 |
Net comprehensive (loss) income | $ (232,486) | |||||
Share issuance - Double Diamond Holdings note (in shares) | 11,806,126 | |||||
Share issuance - Double Diamond Holdings note | $ 43,818 | |||||
Balance (in shares) at Nov. 30, 2022 | 613,181,559 | |||||
Balance at Nov. 30, 2022 | $ 61 | 5,697,466 | (121,455) | (1,105,796) | 12,870 | 4,483,146 |
Balance (in shares) at Aug. 31, 2022 | 600,954,939 | |||||
Balance at Aug. 31, 2022 | $ 60 | 5,641,348 | (79,732) | (1,036,333) | 37,839 | 4,563,182 |
Share issuance - options exercised (in shares) | 4,183 | |||||
Share issuance - options exercised | $ 0 | 0 | 0 | 0 | 0 | 0 |
Share issuance - RSUs exercised (in shares) | 237,611 | |||||
Share issuance - RSUs exercised | $ 0 | 0 | 0 | 0 | 0 | 0 |
Stock-based compensation | 0 | 10,943 | 0 | 0 | 0 | 10,943 |
Net comprehensive (loss) income | $ 0 | 0 | (41,723) | (69,463) | 7,311 | (103,875) |
Share issuance (in shares) | 1,708,521 | |||||
Share issuance - Double Diamond Holdings note (in shares) | 10,276,305 | |||||
Share issuance - Double Diamond Holdings note | $ 1 | 38,753 | 0 | 0 | (32,280) | 6,474 |
Shares issued to purchase HEXO convertible note receivable | $ 0 | 6,422 | 0 | 0 | 0 | 6,422 |
Balance (in shares) at Nov. 30, 2022 | 613,181,559 | |||||
Balance at Nov. 30, 2022 | $ 61 | $ 5,697,466 | $ (121,455) | $ (1,105,796) | $ 12,870 | $ 4,483,146 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Nov. 30, 2022 | Nov. 30, 2021 | |
Cash used in operating activities: | ||
Net loss | $ (127,429) | $ (28,807) |
Adjustments for: | ||
Deferred income tax recovery | (12,941) | (11,228) |
Unrealized foreign exchange loss | 2,261 | (6,530) |
Amortization | 67,387 | 76,804 |
Loss on sale of capital assets | 2,208 | 230 |
Inventory valuation write down | 0 | 12,000 |
Other non-cash items | 8,177 | 3,739 |
Stock-based compensation | 20,136 | 17,670 |
Loss on long-term investments & equity investments | 1,918 | 2,197 |
Loss (gain) on derivative instruments | 18,997 | (133,436) |
Change in fair value of contingent consideration | 211 | 1,682 |
Change in non-cash working capital: | ||
Accounts receivable | 6,690 | 2,734 |
Prepaids and other current assets | (7,780) | (6,299) |
Inventory | 5,046 | 3,409 |
Accounts payable and accrued liabilities | (1,941) | (44,513) |
Net cash used in operating activities | (17,060) | (110,348) |
Cash used in investing activities: | ||
Investment in capital and intangible assets | (7,537) | (23,856) |
Proceeds from disposal of capital and intangible assets | 2,160 | 8,264 |
Purchase of marketable securities | (243,186) | 0 |
Net cash paid for business acquisition | (24,372) | 0 |
Net cash used in investing activities | (272,935) | (15,592) |
Cash provided by (used in) financing activities: | ||
Share capital issued, net of cash issuance costs | 129,593 | 0 |
Shares effectively repurchased for employee withholding tax | (1,189) | (3,927) |
Proceeds from long-term debt | 1,288 | 0 |
Repayment of long-term debt and convertible debt | (59,395) | (20,779) |
Repayment of lease liabilities | (1,114) | (3,360) |
Net (decrease) increase in bank indebtedness | (2,819) | 19 |
Net cash provided by (used in) financing activities | 66,364 | (28,047) |
Effect of foreign exchange on cash and cash equivalents | (2,060) | (2,696) |
Net increase (decrease) in cash and cash equivalents | (225,691) | (156,683) |
Cash and cash equivalents, beginning of period | 415,909 | 488,466 |
Cash and cash equivalents, end of period | $ 190,218 | $ 331,783 |
Note 1 - Description of Busines
Note 1 - Description of Business | 6 Months Ended |
Nov. 30, 2022 | |
Notes to Financial Statements | |
Business Description and Basis of Presentation [Text Block] | Note 1. Tilray Brands, Inc., and its wholly owned subsidiaries (collectively "Tilray", the "Company", "we", or "us") is a leading global cannabis-lifestyle and consumer packaged goods company with our principal executive office in Leamington, with operations in Canada, the United States, Europe, Australia and Latin America that is changing people’s lives for the better – one Our overall strategy is to leverage our scale, expertise and capabilities to drive market share in Canada and internationally, achieve industry-leading, profitable growth and build sustainable, long-term shareholder value. In order to ensure the long-term sustainable growth of our Company, we continue to focus on developing strong capabilities in consumer insights, driving category management leadership and assessing growth opportunities with the introduction of new products. In addition, we are relentlessly focused on managing our cost of goods and expenses in order to maintain our strong financial position. |
Note 2 - Basis of Presentation
Note 2 - Basis of Presentation and Summary of Significant Accounting Policies | 6 Months Ended |
Nov. 30, 2022 | |
Notes to Financial Statements | |
Basis of Presentation and Significant Accounting Policies [Text Block] | Note 2. The accompanying unaudited condensed interim consolidated financial statements (the “financial statements”) reflect the accounts of the Company. The financial statements were prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information and pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”) for interim financial information. Accordingly, they do not 10 May 31, 2022 not These condensed interim consolidated financial statements have been prepared on the going concern basis which assumes that the Company will continue in operation for the foreseeable future and, accordingly, will be able to realize its assets and discharge its liabilities in the normal course of operations as they come due, under the historical cost convention except for certain financial instruments that are measured at fair value, as detailed in the Company’s accounting policies. All amounts in the unaudited condensed interim consolidated financial statements, notes and tables have been rounded to the nearest thousand, except par values and per share amounts, unless otherwise indicated. Basis of consolidation Subsidiaries are entities controlled by the Company. Control exists when the Company either has a controlling voting interest or is the primary beneficiary of a variable interest entity. The financial statements of subsidiaries are included in the condensed interim consolidated financial statements from the date that control commences until the date that control ceases. A complete list of our subsidiaries that existed prior to our most recent year end is included in the Annual Financial Statements. Marketable Securities We classify time deposits and other investments that have maturities of greater than three one Long-term investments Investments in equity securities of entities over which the Company does not Investments in entities over which the Company does not may not 820 Convertible notes receivable Convertible notes receivables include various investments in which the Company has the right, or potential right to convert the indenture into common stock shares of the investee and are classified as available-for-sale and are recorded at fair value. Unrealized gains and losses during the year, net of the related tax effect, are excluded from income and reflected in other comprehensive income (loss), and the cumulative effect is reported as a separate component of shareholders' equity until realized. We use judgement to assess convertible notes receivables for impairment at each measurement date. Convertible notes receivables are impaired when a decline in fair value is determined to be other-than-temporary, an impairment charge is recorded in the statements of loss and comprehensive loss and a new cost basis for the investment is established. We also evaluate whether there is a plan to sell the security, or it is more likely than not Earnings (loss) per share Basic earnings (loss) per share is computed by dividing reported net income (loss) by the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per share is computed by dividing reported net income (loss) by the sum of the weighted average number of common shares and the number of dilutive potential common share equivalents outstanding during the period. Potential dilutive common share equivalents consist of the incremental common shares issuable upon the exercise of vested share options, warrants and RSUs and the incremental shares issuable upon conversion of the convertible debentures payable and similar instruments. In computing diluted earnings (loss) per share, common share equivalents are not three six November 30, 2022, Revenue On July 12, 2022, 24 Revenue is recognized when the control of the promised goods or services, through performance obligation, is transferred/provided to the customer in an amount that reflects the consideration we expect to be entitled to in exchange for the performance obligations. Excise taxes remitted to tax authorities are government-imposed excise taxes on cannabis and beer. Excise taxes are recorded as a reduction of sales in net revenue in the consolidated statements of operations and recognized as a current liability within accounts payable and other current liabilities on the consolidated balance sheets, with the liability subsequently reduced when the taxes are remitted to the tax authority. In addition, amounts disclosed as net revenue are net of excise taxes, sales tax, duty tax, allowances, discounts and rebates. In determining the transaction price for the sale of goods or service, the Company considers the effects of variable consideration and the existence of significant financing components, if any. Some contracts for the sale of goods or services may may New accounting pronouncements not In October 2021, 2021 08, Business Combinations (Subtopic 805 2021 08” 2021 08 June 1, 2023. New accounting pronouncements recently adopted In August 2020, 2020 06, Debt Debt with Conversion and Other Options (Subtopic 470 20 Contracts in Entity s Own Equity (Subtopic 815 40 s Own Equity 2020 06” 2020 06 June 1, 2022 not . In May 2021, 2021 04, Modifications and Extinguishments (Subtopic 470 50 Stock Compensation (Topic 718 Contracts in Entity s Own Equity (Subtopic 815 40 2021 04” 260. June 1, 2022 2021 04 not In November 2021, 2021 10, Government Assistance (Topic 832 1 2 3 June 1, 2022 2021 04 not |
Note 3 - Inventory
Note 3 - Inventory | 6 Months Ended |
Nov. 30, 2022 | |
Notes to Financial Statements | |
Inventory Disclosure [Text Block] | Note 3. Inventory consisted of the following: November 30, May 31, 2022 2022 Plants $ 12,460 $ 14,521 Dried cannabis 123,871 116,739 Cannabis trim 1,249 592 Cannabis derivatives 15,728 24,685 Cannabis vapes 2,815 542 Packaging and other inventory items 20,781 21,691 Wellness inventory 12,921 13,275 Beverage alcohol inventory 27,250 27,840 Distribution inventory 23,871 25,644 Total $ 240,946 $ 245,529 |
Note 4 - Capital Assets
Note 4 - Capital Assets | 6 Months Ended |
Nov. 30, 2022 | |
Notes to Financial Statements | |
Property, Plant and Equipment Disclosure [Text Block] | Note 4. Capital assets consisted of the following: November 30, May 31, 2022 2022 Land $ 28,967 $ 31,882 Production facility 430,631 453,412 Equipment 219,282 254,486 Leasehold improvement 7,772 7,455 Construction in progress 8,421 7,505 $ 695,073 $ 754,740 Less: accumulated amortization (155,949 ) (167,241 ) Total $ 539,124 $ 587,499 |
Note 5 - Intangible Assets
Note 5 - Intangible Assets | 6 Months Ended |
Nov. 30, 2022 | |
Notes to Financial Statements | |
Intangible Assets Disclosure [Text Block] | Note 5. Intangible assets consisted of the following items: November 30, May 31, 2022 2022 Customer relationships & distribution channel $ 610,401 $ 617,437 Licenses, permits & applications 365,695 377,897 Non-compete agreements 13,626 12,512 Intellectual property, trademarks, knowhow & brands 623,629 634,997 1,613,351 $ 1,642,843 Less: accumulated amortization (187,665 ) $ (154,124 ) Less: impairments (210,844 ) (210,844 ) Total $ 1,214,842 $ 1,277,875 As of November 30, 2022 May 31, 2022 Expected future amortization expense for intangible assets as of November 30, 2022 Amortization 2023 (remaining six months) $ 62,464 2024 84,013 2025 84,013 2026 84,013 2027 59,207 Thereafter 605,741 Total $ 979,451 |
Note 6 - Goodwill
Note 6 - Goodwill | 6 Months Ended |
Nov. 30, 2022 | |
Notes to Financial Statements | |
Goodwill Disclosure [Text Block] | Note 6. The following table shows the carrying amount of goodwill: November 30, May 31, Segment 2022 2022 Cannabis $ 2,640,669 $ 2,640,669 Distribution 4,458 4,458 Beverage alcohol 120,606 102,999 Wellness 77,470 77,470 Effect of foreign exchange 2,129 39,640 Impairments (223,931 ) (223,931 ) Total $ 2,621,401 $ 2,641,305 Acquisition of Double Diamond Distillery LLC (d/b/a Breckenridge Distillery) On December 7, 2021, 2 The table below summarizes the fair value of the assets acquired and the liabilities assumed at the effective acquisition date. Amount Consideration Shares $ 114,068 Net assets acquired Current assets Cash and cash equivalents 326 Accounts receivable 2,128 Prepaids and other current assets 367 Inventory 20,351 Long-term assets Capital assets 11,179 Customer relationships ( 15 9,800 Intellectual property, trademarks & brands ( 15 69,950 Goodwill 2,797 Total Assets 116,898 Current liabilities Accounts payable and accrued liabilities 2,228 Long-term liabilities Deferred tax liability 602 Total liabilities 2,830 Total net assets acquired $ 114,068 The goodwill of $2,797 is primarily related to factors such as synergies and market opportunities and is reported under the Company’s Beverage alcohol segment. Revenue for the Company would have been higher by approximately $6,000 and $12,000 for the three six November 30, 2022, June 1, 2022. three six November 30, 2022, June 1, 2022, not Acquisition of Montauk Brewing Company, Inc. On November 7, 2022, 2 December 31, 2025, The Company is in the process of assessing the fair value of the net assets acquired and, as a result, the fair value of the net assets acquired may Amount Consideration Cash $ 28,688 Shares 6,422 Contingent consideration 10,245 Net assets acquired Current assets Cash and cash equivalents 1,983 Accounts receivable 1,116 Prepaids and other current assets 467 Inventory 1,570 Long-term assets Capital assets 420 Customer relationships ( 15 16,570 Intellectual property, trademarks & brands ( 15 12,430 Non-compete agreements ( 5 1,240 Goodwill 17,607 Total Assets 53,403 Current liabilities Accounts payable and accrued liabilities 1,580 Long-term liabilities Deferred tax liability 6,468 Total liabilities 8,048 Total net assets acquired $ 45,355 Revenue for the Company would have been higher by approximately $3,100 and $9,000 for the three six November 30, 2022, June 1, 2022. $600 $500 three six November 30, 2022, June 1, 2022, not |
Note 7 - Convertible Notes Rece
Note 7 - Convertible Notes Receivable | 6 Months Ended |
Nov. 30, 2022 | |
Notes to Financial Statements | |
Loans, Notes, Trade and Other Receivables Disclosure [Text Block] | Note 7. Convertible notes receivable is comprised of the following: November 30, May 31, 2022 2022 HEXO Convertible Note $ 148,425 $ - MedMen Convertible Note 106,885 111,200 Total convertible notes receivable 255,310 111,200 Deduct - current portion - - Total convertible notes receivable, non current portion $ 255,310 $ 111,200 During the six November 30, 2022 The unrealized loss on convertible notes receivable recognized in other comprehensive income amounts to $(17,643) and $(20,168) and $(16,305) and $(16,954) for the three six November 30, 2022 November 30, 2021 three six November 30, 2022 HEXO Corp. ("HEXO") On July 12, 2022, 12 ) 2 $0.0001 July 12, 2023. May 1, 2026. second CAD$0.40 twenty first All third three six November 30, 2022 The HTI Share Consideration included a purchase price derivative, where the consideration paid is adjusted based on the sum of the VWAP of the Company's common stock for the 44 $nil. November 30, 2022 The fair value of the HEXO Convertible Note was determined using the Black-Scholes model using the following assumptions: the risk-free rate of 3.50%; nil; nil Concurrent with the aforementioned purchase of the HEXO Convertible Note, the Company and HEXO also entered into various commercial transaction agreements as described in Note 24 MedMen Enterprises Inc. ( MedMen ) On August 31, 2021, may August 17, 2028. The fair value of the MedMen Convertible Note was determined using the Black-Scholes model using the following assumptions: the risk-free rate of 3.50%; nil; nil; 60%; |
Note 8 - Long Term Investments
Note 8 - Long Term Investments | 6 Months Ended |
Nov. 30, 2022 | |
Notes to Financial Statements | |
Investment [Text Block] | Note 8. Long term investments consisted of the following: November 30, May 31, 2022 2022 Equity investments measured at fair value $ 2,522 $ 4,347 Equity investments under measurement alternative 5,689 5,703 Total $ 8,211 $ 10,050 |
Note 9 - Accounts Payable and A
Note 9 - Accounts Payable and Accrued Liabilities | 6 Months Ended |
Nov. 30, 2022 | |
Notes to Financial Statements | |
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | Note 9. Accounts payable and accrued liabilities are comprised of: November 30, May 31, 2022 2022 Trade payables $ 75,725 $ 68,604 Accrued liabilities 63,545 57,497 Accrued payroll and employment related taxes 12,933 17,736 Income taxes payable 3,245 6,150 Accrued interest 7,258 6,772 Other accruals 194 672 Total $ 162,900 $ 157,431 |
Note 10 - Bank Indebtedness
Note 10 - Bank Indebtedness | 6 Months Ended |
Nov. 30, 2022 | |
Notes to Financial Statements | |
Short-Term Debt [Text Block] | Note 10. Aphria Inc., a subsidiary of the Company, has an operating line of credit in the amount of C$1,000 November 30, 2022 not 265 CC Pharma GmbH, a subsidiary of the Company, has three operating lines of credit for €8,000, €3,500, €500 November 30, 2022 €5,100 €12,000. Four Twenty Corporation ( “420” November 30, 2022 420's |
Note 11 - Long-term Debt
Note 11 - Long-term Debt | 6 Months Ended |
Nov. 30, 2022 | |
Notes to Financial Statements | |
Long-Term Debt [Text Block] | Note 11. The following table sets forth the net carrying amount of long-term debt instruments: November 30, May 31, 2022 2022 Credit facility - C$ 66,000 3 10 November 2025 $ 48,840 $ 53,720 Term loan - C$ 25,000 1.00 5 15 194 July 2033 11,533 12,750 Term loan - C$ 25,000 1.50 5 15 190 April 2032 13,631 15,050 Term loan - C$ 1,250 1.50 5 10 12 August 2026 391 462 Mortgage payable - C$ 3,750 1.50 5 20 23 August 2026 2,147 2,327 Term loan ‐ € 5,000 1.79 5 250 December 2023 1,300 1,878 Term loan ‐ € 1,500 1.79 1 100 December 2023 1,560 — Term loan ‐ € 5,000 2.68 5 250 December 2023 1,300 1,878 Term loan ‐ € 1,500 2.00 5 98 April 2025 1,041 1,219 Term loan ‐ € 1,500 2.00 5 98 June 2025 1,021 1,307 Mortgage payable - $ 22,635 1.5 10 10 57 October 2030 21,217 21,561 Term loan - $ 100,000 3 2,500 March 2024 70,000 75,000 Carrying amount of long-term debt 173,981 187,152 Unamortized financing fees (1,150 ) (1,450 ) Net carrying amount 172,831 185,702 Less principal portion included in current liabilities (20,681 ) (67,823 ) Total noncurrent portion of long-term debt $ 152,150 $ 117,879 On November 28, 2022, C$66,000. November 28, 2025. C$66,000, November 30, 2022. As of November 30, 2022 |
Note 12 - Convertible Debenture
Note 12 - Convertible Debentures | 6 Months Ended |
Nov. 30, 2022 | |
Notes to Financial Statements | |
Convertible Debentures [Text Block] | Note 12. The following table sets forth the net carrying amount of the convertible debentures payable: November 30, May 31, 2022 2022 HTI Convertible Note $ 43,822 $ — 5.25 223,295 216,753 5.00 137,689 185,196 Total 404,806 401,949 Deduct - current portion 181,511 - Total convertible debentures payable, non current portion $ 223,295 $ 401,949 HTI Convertible Note November 30, May 31, 2022 2022 4.00 $ 50,000 $ — Unamortized discount (6,178 ) — Net carrying amount $ 43,822 $ — On July 12, 2022, September 1, 2023 7 ) may second 125% July 12, 2022). no 9.99% not APHA 24 November 30, May 31, 2022 2022 5.25 $ 350,000 $ 350,000 Debt settlement (90,760 ) (90,760 ) Fair value adjustment (35,945 ) (42,487 ) Net carrying amount $ 223,295 $ 216,753 Holders of the APHA 24 may December 1, 2023 June 1, 2024 may 24 may December 1, 2023, (a) the last reported sales price of the common shares for at least 20 trading days during a period of 30 consecutive trading days immediately preceding fiscal quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (b) during the five five $1 24 (c) the Company calls any or all of the APHA 24 (d) upon occurrence of a specified corporate event. The Company may not 24 June 6, 2022, June 6, 2022, may 24 TLRY 23 November 30, May 31, 2022 2022 5.00 $ 277,856 $ 277,856 Principal amount paid (138,026 ) (88,026 ) Unamortized discount (2,141 ) (4,634 ) Net carrying amount $ 137,689 $ 185,196 During the three November 30, 2022, 23 The TLRY 23 April 1 October 1 may 23 23 October 1, 2023, no five 23, The TLRY 23 23; not Upon conversion, the Company will pay or deliver, as the case may one thousand November 30, 2022 23, may Prior to the close of business on the business day immediately preceding April 1, 2023 23 April 1, 2023 September 30, 2023 may 23, As of November 30, 2022 23. |
Note 13 - Warrant Liability
Note 13 - Warrant Liability | 6 Months Ended |
Nov. 30, 2022 | |
Notes to Financial Statements | |
Warrants [Text Block] | Note 13. As of November 30, 2022 May 31, 2022, March 17, 2025. The warrants contain anti-dilution price protection features, which adjust the exercise price of the warrants if the Company subsequently issues common stock at a price lower than the exercise price of the warrants. In the event additional warrants or convertible debt are issued with a lower and/or variable exercise price, the exercise price of the warrants will be adjusted accordingly. During the quarter ended November 30, 2022 may may 3 9 1933 not may may may not The Company estimated the fair value of the warrant liability at November 30, 2022 3 Expected volatility is based on both historical and implied volatility of the Company’s common stock. |
Note 14 - Stockholders' Equity
Note 14 - Stockholders' Equity | 6 Months Ended |
Nov. 30, 2022 | |
Notes to Financial Statements | |
Stockholders' Equity Note Disclosure [Text Block] | Note 14. Issued and outstanding At November 30, 2022 1 nil 2 During the six November 30, 2022 2 a) 32,481,149 shares under its At-the-Market (“ATM”) program for gross proceeds of $132,238. The Company paid $2,645 in commissions and other fees associated with these issuances for net proceeds of $129,593. b) 33,314,412 shares to purchase the HEXO convertible notes receivable. c) 11,806,126 shares to settle amounts owed to the non-controlling shareholders of Aphria Diamond in the amount of $43,818. d) 1,196,464 shares for the exercise of various stock-based compensation awards. e) 1,708,521 shares issued to acquire Montauk Brewing Company Inc. The Company maintains stock-based compensation plans as disclosed in our Annual Financial Statements. For the three six November 30, 2022 three six November 30, 2021 During the three six November 30, 2022 November 30, 2021 For the three months For the six months ended November 30, ended November 30, 2022 2021 2022 2021 Stock options $ 20 $ 1,939 $ 624 $ 4,695 RSUs 10,923 6,314 19,512 12,975 Total $ 10,943 $ 8,253 $ 20,136 $ 17,670 |
Note 15 - Accumulated Other Com
Note 15 - Accumulated Other Comprehensive Income (Loss) | 6 Months Ended |
Nov. 30, 2022 | |
Notes to Financial Statements | |
Comprehensive Income (Loss) Note [Text Block] | Note 15. Accumulated other comprehensive loss includes the following components: Unrealized Foreign loss on currency convertible translation notes gain (loss) receivables Total Balance May 31, 2022 $ 54,413 $ (75,177 ) $ (20,764 ) Other comprehensive loss (56,443 ) (2,525 ) (58,968 ) Balance August 31, 2022 $ (2,030 ) $ (77,702 ) $ (79,732 ) Other comprehensive loss (24,080 ) (17,643 ) (41,723 ) Balance November 30, 2022 $ (26,110 ) $ (95,345 ) $ (121,455 ) |
Note 16 - Non-controlling Inter
Note 16 - Non-controlling Interests | 6 Months Ended |
Nov. 30, 2022 | |
Notes to Financial Statements | |
Noncontrolling Interest Disclosure [Text Block] | Note 16. The following tables summarize the information relating to the Company’s subsidiaries, SH Acquisition (68%), CC Pharma Nordic ApS (75%), Aphria Diamond (51%), and ColCanna S.A.S. (90%) before intercompany eliminations. Summary of balance sheet information of the entities in which there is a non-controlling interest as of November 30, 2022 SH CC Pharma Aphria ColCanna November 30, Acquisition Nordic ApS Diamond S.A.S. 2022 Current assets $ — $ 254 $ 24,207 $ 152 $ 24,613 Non-current assets 106,885 23 142,007 37,914 286,829 Current liabilities — (652 ) (10,547 ) (35 ) (11,234 ) Non-current liabilities — (397 ) (124,635 ) (6,439 ) (131,471 ) Net assets $ 106,885 $ (772 ) $ 31,032 $ 31,592 $ 168,737 Summary of balance sheet information of the entities there is a non-controlling interest as of May 31, 2022 SH CC Pharma Aphria ColCanna May 31, Acquisition Nordic ApS Diamond S.A.S. 2022 Current assets $ — $ 485 $ 20,546 $ 193 $ 21,224 Non-current assets 111,200 158 152,786 93,891 358,035 Current liabilities — (642 ) (63,196 ) (53 ) (63,891 ) Non-current liabilities — (410 ) (29,653 ) (6,537 ) (36,600 ) Net assets $ 111,200 $ (409 ) $ 80,483 $ 87,494 $ 278,768 Summary of income statement information of the entities in which there is a non-controlling interest for the six November 30, 2022 SH CC Pharma Aphria ColCanna November 30, Acquisition Nordic ApS Diamond S.A.S. 2022 Revenue $ — $ 108 $ 65,437 $ — $ 65,545 Total expenses (7,006 ) 471 39,039 56,265 88,769 Net (loss) income 7,006 (363 ) 26,398 (56,265 ) (23,224 ) Other comprehensive (loss) income (11,321 ) — (1,590 ) 363 (12,548 ) Net comprehensive (loss) income $ (4,315 ) $ (363 ) $ 24,808 $ (55,902 ) $ (35,772 ) Non-controlling interest % 32 % 25 % 49 % 10 % NA Comprehensive (loss) income attributable to NCI (1,381 ) (91 ) 12,156 (5,590 ) 5,094 Additional income attributable to NCI — — 6,056 — 6,056 Net comprehensive (loss) income attributable to NCI $ (1,381 ) $ (91 ) $ 18,212 $ (5,590 ) $ 11,150 Summary of income statement information of the entities in which there is a non-controlling interest for the six November 30, 2021 SH CC Pharma Aphria ColCanna November 30, Acquisition Nordic ApS Diamond S.A.S. 2021 Revenue $ — $ 136 $ 53,101 $ — $ 53,237 Total expenses — 178 26,367 458 27,003 Net (loss) income — (42 ) 26,734 (458 ) 26,234 Other comprehensive (loss) income (16,357 ) 26 (2,817 ) (4,120 ) (23,268 ) Net comprehensive (loss) income $ (16,357 ) $ (16 ) $ 23,917 $ (4,578 ) $ 2,966 Non-controlling interest % 32 % 25 % 49 % 10 % NA Net comprehensive (loss) income $ (5,234 ) $ (4 ) $ 11,719 $ (458 ) $ 6,023 |
Note 17 - Income Taxes
Note 17 - Income Taxes | 6 Months Ended |
Nov. 30, 2022 | |
Notes to Financial Statements | |
Income Tax Disclosure [Text Block] | Note 17. The determination of the Company’s overall effective tax rate requires significant judgment, the use of estimates, and the interpretation and application of complex tax laws. The effective tax rate reflects the income earned and taxed in various United States federal, state, and foreign jurisdictions. Tax law changes, increases and decreases in temporary and permanent differences between book and tax items, valuation allowances against the deferred tax assets, stock-based compensation, and the Company’s change in income in each jurisdiction all affect the overall effective tax rate. It is the Company’s practice to recognize interest and penalties related to uncertain tax positions in income tax expense. The Company reported income tax recovery of $(11,713) and expense of $(4,502) for the three six November 30, 2022 three six November 30, 2021 no |
Note 18 - Commitments and Conti
Note 18 - Commitments and Contingencies | 6 Months Ended |
Nov. 30, 2022 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | Note 18. Purchase and other commitments The Company has payments on long-term debt, refer to Note 11 12 Total 2023 2024 2025 2026 Thereafter Long-term debt repayment $ 173,981 $ 20,681 $ 70,106 $ 40,234 $ 4,743 $ 36,405 Convertible notes 449,070 189,830 259,240 — — — Material purchase obligations 26,878 19,946 5,515 840 239 338 Construction commitments 5,433 5,433 — — — — Total $ 655,362 $ 235,890 $ 334,861 $ 41,074 $ 4,982 $ 36,743 The following table presents the future undiscounted payment associated with lease liabilities as of November 30, 2022 Operating leases 2023 $ 4,086 2024 2,971 2025 3,148 2026 3,038 Thereafter 5,369 Total minimum lease payments $ 18,612 Imputed interest (2,637 ) Obligations recognized $ 15,975 Legal proceedings There have been no May 31, 2022, Class Action Suits and Stockholder Derivative Suits U.S. and Canada Settlement of Tilray Brands, Inc. Reorganization Litigation (Delaware, New York) Special Litigation Committee On February 27, 2020, No. 2020 0137 March 2, 2020, No. 2020 0154 On March 4, 2020, two In August 2021, On May 27, 2022, not two June 27 July 14, 2022. On July 15, 2022, December 20, 2022, February 27, 2023. not Authentic Brands Group Related Class Action (New York, United States) On May 4, 2020, 10 20 1934 January 15, 2019, March 2, 2020. August 6, 2020, October 5, 2020, 10 20 On September 27, 2021, December 3, 2021, second February 2, 2022. September 28, 2022, second October 12, 2022, no Aphria Inc. Securities Litigation (New York, United States) On December 5, 2018, three December 3, 2018, two April 15, 2019, On September 30, 2020, October 1, 2020, October 14, 2020, On September 29, 2021, December 5, 2022, no It is too early to determine any potential damages from this proceeding. The Company and the individual defendants believe the claims are without merit, and intend to vigorously defend against the claims, but there can be no LATAM and Nuuvera Class Actions and Individual Actions (Canada) On January 29, 2018, July 17, 2018, four (i) a proposed class action (the "Vecchio Action") commenced in the Ontario Superior Court in February 2019, 5 (ii) four In the Vecchio Action a motion for certification and leave was heard. For Reasons for Decision released August 6, 2021, second one Docklight Litigation On November 5, 2021 2018 2020 2021, 2021 December 17, 2021, January 21, 2022, |
Note 19 - Net Revenue
Note 19 - Net Revenue | 6 Months Ended |
Nov. 30, 2022 | |
Notes to Financial Statements | |
Revenue from Contract with Customer [Text Block] | Note 19. The Company reports its net revenue in four reporting segments: cannabis, distribution, beverage alcohol and wellness, in accordance with ASC 280 Net revenue is comprised of: For the three months For the six months ended November 30, ended November 30, 2022 2021 2022 2021 Cannabis revenue $ 66,696 $ 73,429 $ 142,385 $ 163,362 Cannabis excise taxes (16,798 ) (14,654 ) (33,917 ) (34,138 ) Net cannabis revenue 49,898 58,775 108,468 129,224 Beverage alcohol revenue 23,405 14,544 45,268 31,027 Beverage alcohol excise taxes (2,010 ) (837 ) (3,219 ) (1,859 ) Net beverage alcohol revenue 21,395 13,707 42,049 29,168 Distribution revenue 60,188 68,869 120,773 136,055 Wellness revenue 12,655 13,802 26,057 28,729 Total $ 144,136 $ 155,153 $ 297,347 $ 323,176 |
Note 20 - Cost of Goods Sold
Note 20 - Cost of Goods Sold | 6 Months Ended |
Nov. 30, 2022 | |
Notes to Financial Statements | |
Cost of Goods Sold [Text Block] | Note 20. Cost of goods sold is comprised of: For the three months For the six months ended November 30, ended November 30, 2022 2021 2022 2021 Cannabis costs $ 31,335 $ 45,259 $ 60,196 $ 85,450 Beverage alcohol costs 11,420 5,921 22,269 12,583 Distribution costs 52,495 61,237 107,479 120,527 Wellness costs 8,762 9,970 18,665 20,895 Total $ 104,012 $ 122,387 $ 208,609 $ 239,455 |
Note 21 - General and Administr
Note 21 - General and Administrative Expenses | 6 Months Ended |
Nov. 30, 2022 | |
Notes to Financial Statements | |
General and Administrative Expenses [Text Block] | Note 21. General and administrative expenses are comprised of: For the three months For the six months ended November 30, ended November 30, 2022 2021 2022 2021 Executive compensation $ 3,050 $ 2,237 $ 6,605 $ 5,327 Office and general 8,982 5,003 14,811 17,743 Salaries and wages 10,151 8,149 24,786 23,460 Stock-based compensation 10,943 8,253 20,136 17,670 Insurance 2,726 4,995 5,429 9,626 Professional fees 1,730 3,355 4,220 6,068 Loss on sale of capital assets 2,131 203 2,208 230 Travel and accommodation 1,219 982 2,380 1,774 Rent 740 292 1,605 1,058 Total $ 41,672 $ 33,469 $ 82,180 $ 82,956 |
Note 22 - Non-operating Income
Note 22 - Non-operating Income (Expense) | 6 Months Ended |
Nov. 30, 2022 | |
Notes to Financial Statements | |
Other Nonoperating Income and Expense [Text Block] | Note 22. Non-operating income (expense) is comprised of: For the three months For the six months ended November 30, ended November 30, 2022 2021 2022 2021 Change in fair value of convertible debenture $ (12,698 ) $ 56,353 $ (20,582 ) $ 95,723 Change in fair value of warrant liability 37 20,178 1,585 37,713 Foreign exchange loss 907 (10,180 ) (24,666 ) (15,904 ) Loss on long-term investments (596 ) (1,833 ) (1,604 ) (3,508 ) Other non-operating (losses) gains, net (6,100 ) 1,077 (6,175 ) 1,268 Total $ (18,450 ) $ 65,595 $ (51,442 ) $ 115,292 Other non-operating (losses) gains, net for the three six November 30, 2022 |
Note 23 - Fair Value Measuremen
Note 23 - Fair Value Measurements | 6 Months Ended |
Nov. 30, 2022 | |
Notes to Financial Statements | |
Fair Value Disclosures [Text Block] | Note 23. Fair value measurements Financial instruments The Company has classified its financial instruments as described in Note 3 Significant accounting policies The carrying values of accounts receivable, bank indebtedness and accounts payable and accrued liabilities approximate their fair values due to their short periods to maturity. At November 30, 2022 $nil May 31, 2022 The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of November 30, 2022 May 31, 2022 November 30, Level 1 Level 2 Level 3 2022 Financial assets Cash and cash equivalents $ 190,218 $ — $ — $ 190,218 Marketable Securities 243,286 — — 243,286 Convertible notes receivable — — 255,310 255,310 Equity investments measured at fair value 893 1,629 5,689 8,211 Financial liabilities Warrant liability — — (12,670 ) (12,670 ) Contingent consideration — — (26,463 ) (26,463 ) APHA 24 Convertible debenture — — (223,295 ) (223,295 ) Total recurring fair value measurements $ 434,397 $ 1,629 $ (1,429 ) $ 434,597 May 31, Level 1 Level 2 Level 3 2022 Financial assets Cash and cash equivalents $ 415,909 $ — $ — $ 415,909 Convertible notes receivable — — 111,200 111,200 Equity investments measured at fair value 1,878 2,469 5,703 10,050 Financial liabilities Warrant liability — — (14,255 ) (14,255 ) Contingent consideration — — (16,007 ) (16,007 ) APHA 24 Convertible debenture — — (216,753 ) (216,753 ) Total recurring fair value measurements $ 417,787 $ 2,469 $ (130,112 ) $ 290,144 The Company’s financial assets and liabilities required to be measured on a recurring basis are its equity investments measured at fair value, debt securities classified as available-for-sale, acquisition-related contingent consideration, and warrant liability. Convertible notes receivable, and equity investments are recorded at fair value. The estimated fair value is determined using quoted market prices, broker or dealer quotations or discounted cash flows and is classified as Level 2. 1. Debt securities classified as available-for sale are recorded at fair value. The estimated fair value is determined using the Black-Scholes option pricing model and is classified as Level 3. 2 The warrants associated with the warrant liability are classified as Level 3 The contingent consideration from the acquisition of SweetWater, due in December 2023 3. The contingent consideration from the acquisition of Montauk, due in December 2025 80%.The 3. The APHA 24 3. The balances of assets and liabilities categorized within Level 3 APHA 24 Convertible Warrant Contingent Convertible notes receivable Liability Consideration Debt Total Balance, May 31, 2022 $ 111,200 $ (14,255 ) $ (16,007 ) $ (216,753 ) $ (135,815 ) Additions 164,278 — (10,245 ) — 154,033 Unrealized gain (loss) on fair value (20,168 ) 1,585 (211 ) (6,542 ) (25,336 ) Balance, November 30, 2022 $ 255,310 $ (12,670 ) $ (26,463 ) $ (223,295 ) $ (7,118 ) The unrealized gain (loss) on fair value for the convertible debenture, the warrant liability, contingent consideration, and debt securities classified under available-for-sale method is recognized in the consolidated statements of loss and comprehensive loss using the following inputs: Significant Valuation unobservable Financial asset / financial liability technique input Inputs APHA Convertible debentures Black-Scholes Volatility, 70% expected life (in years) 1.5 Warrant liability Black-Scholes Volatility, 70% expected life (in years) 2.3 Contingent consideration Discounted cash flows Discount rate, 5% - 11% achievement 25% - 80% Convertible notes receivable Black-Scholes Effective interest rate, 20% - 22% conversion 0% - 60% Items measured at fair value on a non-recurring basis The Company's prepaids and other current assets, long lived assets, including property and equipment, goodwill and intangible assets are measured at fair value when there is an indicator of impairment and are recorded at fair value only when an impairment charge is recognized. Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable. There have been no |
Note 24 - Segment Reporting
Note 24 - Segment Reporting | 6 Months Ended |
Nov. 30, 2022 | |
Notes to Financial Statements | |
Segment Reporting Disclosure [Text Block] | Note 24. Segment reporting Information reported to the Chief Operating Decision Maker (“CODM”) for the purpose of resource allocation and assessment of segment performance focuses on the nature of the operations. The Company operates in four reportable segments: ( 1 2 3 4 Operating segments have not no not Segment gross profit from external customers: For the three months For the six months ended November 30, ended November 30, 2022 2021 2022 2021 Cannabis Net cannabis revenue $ 49,898 $ 58,775 $ 108,468 $ 129,224 Cannabis costs 31,335 45,259 60,196 85,450 Gross Profit 18,563 13,516 48,272 43,774 Distribution Distribution revenue 60,188 68,869 120,773 136,055 Distribution costs 52,495 61,237 107,479 120,527 Gross Profit 7,693 7,632 13,294 15,528 Beverage alcohol Net beverage alcohol revenue 21,395 13,707 42,049 29,168 Beverage alcohol costs 11,420 5,921 22,269 12,583 Gross Profit 9,975 7,786 19,780 16,585 Wellness Wellness revenue 12,655 13,802 26,057 28,729 Wellness costs 8,762 9,970 18,665 20,895 Gross Profit $ 3,893 $ 3,832 $ 7,392 $ 7,834 Channels of Cannabis revenue were as follows: For the three months For the six months ended November 30, ended November 30, 2022 2021 2022 2021 Revenue from Canadian medical cannabis products $ 6,365 $ 7,929 $ 12,885 $ 16,303 Revenue from Canadian adult-use cannabis products 52,390 49,535 $ 110,745 119,128 Revenue from wholesale cannabis products 236 2,259 $ 628 3,959 Revenue from international cannabis products 7,705 13,706 $ 18,127 23,972 Less excise taxes (16,798 ) (14,654 ) $ (33,917 ) (34,138 ) Total $ 49,898 $ 58,775 $ 108,468 $ 129,224 On July 12, 2022, 7 12 third Included in revenue from Canadian adult-use cannabis is $7,882 and $15,635 of advisory services revenue for the three six November 30, 2022 Geographic net revenue: For the three months For the six months ended November 30, ended November 30, 2022 2021 2022 2021 North America $ 76,211 $ 72,443 $ 158,403 $ 162,986 EMEA 62,715 74,916 128,756 150,925 Rest of World 5,210 7,794 10,188 9,265 Total $ 144,136 $ 155,153 $ 297,347 $ 323,176 Geographic capital assets: November 30, May 31, 2022 2022 North America $ 424,769 $ 464,370 EMEA 111,264 119,409 Rest of World 3,091 3,720 Total $ 539,124 $ 587,499 Major customers are defined as customers that each individually account for greater than 10% three six November 30, 2022 2021 no 10% |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 6 Months Ended |
Nov. 30, 2022 | |
Accounting Policies [Abstract] | |
Consolidation, Policy [Policy Text Block] | Basis of consolidation Subsidiaries are entities controlled by the Company. Control exists when the Company either has a controlling voting interest or is the primary beneficiary of a variable interest entity. The financial statements of subsidiaries are included in the condensed interim consolidated financial statements from the date that control commences until the date that control ceases. A complete list of our subsidiaries that existed prior to our most recent year end is included in the Annual Financial Statements. |
Marketable Securities, Policy [Policy Text Block] | Marketable Securities We classify time deposits and other investments that have maturities of greater than three one |
Investment, Policy [Policy Text Block] | Long-term investments Investments in equity securities of entities over which the Company does not Investments in entities over which the Company does not may not 820 |
Financing Receivable [Policy Text Block] | Convertible notes receivable Convertible notes receivables include various investments in which the Company has the right, or potential right to convert the indenture into common stock shares of the investee and are classified as available-for-sale and are recorded at fair value. Unrealized gains and losses during the year, net of the related tax effect, are excluded from income and reflected in other comprehensive income (loss), and the cumulative effect is reported as a separate component of shareholders' equity until realized. We use judgement to assess convertible notes receivables for impairment at each measurement date. Convertible notes receivables are impaired when a decline in fair value is determined to be other-than-temporary, an impairment charge is recorded in the statements of loss and comprehensive loss and a new cost basis for the investment is established. We also evaluate whether there is a plan to sell the security, or it is more likely than not |
Earnings Per Share, Policy [Policy Text Block] | Earnings (loss) per share Basic earnings (loss) per share is computed by dividing reported net income (loss) by the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per share is computed by dividing reported net income (loss) by the sum of the weighted average number of common shares and the number of dilutive potential common share equivalents outstanding during the period. Potential dilutive common share equivalents consist of the incremental common shares issuable upon the exercise of vested share options, warrants and RSUs and the incremental shares issuable upon conversion of the convertible debentures payable and similar instruments. In computing diluted earnings (loss) per share, common share equivalents are not three six November 30, 2022, |
Revenue [Policy Text Block] | Revenue On July 12, 2022, 24 Revenue is recognized when the control of the promised goods or services, through performance obligation, is transferred/provided to the customer in an amount that reflects the consideration we expect to be entitled to in exchange for the performance obligations. Excise taxes remitted to tax authorities are government-imposed excise taxes on cannabis and beer. Excise taxes are recorded as a reduction of sales in net revenue in the consolidated statements of operations and recognized as a current liability within accounts payable and other current liabilities on the consolidated balance sheets, with the liability subsequently reduced when the taxes are remitted to the tax authority. In addition, amounts disclosed as net revenue are net of excise taxes, sales tax, duty tax, allowances, discounts and rebates. In determining the transaction price for the sale of goods or service, the Company considers the effects of variable consideration and the existence of significant financing components, if any. Some contracts for the sale of goods or services may may |
New Accounting Pronouncements, Policy [Policy Text Block] | New accounting pronouncements not In October 2021, 2021 08, Business Combinations (Subtopic 805 2021 08” 2021 08 June 1, 2023. New accounting pronouncements recently adopted In August 2020, 2020 06, Debt Debt with Conversion and Other Options (Subtopic 470 20 Contracts in Entity s Own Equity (Subtopic 815 40 s Own Equity 2020 06” 2020 06 June 1, 2022 not . In May 2021, 2021 04, Modifications and Extinguishments (Subtopic 470 50 Stock Compensation (Topic 718 Contracts in Entity s Own Equity (Subtopic 815 40 2021 04” 260. June 1, 2022 2021 04 not In November 2021, 2021 10, Government Assistance (Topic 832 1 2 3 June 1, 2022 2021 04 not |
Note 3 - Inventory (Tables)
Note 3 - Inventory (Tables) | 6 Months Ended |
Nov. 30, 2022 | |
Notes Tables | |
Schedule of Inventory, Current [Table Text Block] | November 30, May 31, 2022 2022 Plants $ 12,460 $ 14,521 Dried cannabis 123,871 116,739 Cannabis trim 1,249 592 Cannabis derivatives 15,728 24,685 Cannabis vapes 2,815 542 Packaging and other inventory items 20,781 21,691 Wellness inventory 12,921 13,275 Beverage alcohol inventory 27,250 27,840 Distribution inventory 23,871 25,644 Total $ 240,946 $ 245,529 |
Note 4 - Capital Assets (Tables
Note 4 - Capital Assets (Tables) | 6 Months Ended |
Nov. 30, 2022 | |
Notes Tables | |
Property, Plant and Equipment [Table Text Block] | November 30, May 31, 2022 2022 Land $ 28,967 $ 31,882 Production facility 430,631 453,412 Equipment 219,282 254,486 Leasehold improvement 7,772 7,455 Construction in progress 8,421 7,505 $ 695,073 $ 754,740 Less: accumulated amortization (155,949 ) (167,241 ) Total $ 539,124 $ 587,499 |
Note 5 - Intangible Assets (Tab
Note 5 - Intangible Assets (Tables) | 6 Months Ended |
Nov. 30, 2022 | |
Notes Tables | |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | November 30, May 31, 2022 2022 Customer relationships & distribution channel $ 610,401 $ 617,437 Licenses, permits & applications 365,695 377,897 Non-compete agreements 13,626 12,512 Intellectual property, trademarks, knowhow & brands 623,629 634,997 1,613,351 $ 1,642,843 Less: accumulated amortization (187,665 ) $ (154,124 ) Less: impairments (210,844 ) (210,844 ) Total $ 1,214,842 $ 1,277,875 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | Amortization 2023 (remaining six months) $ 62,464 2024 84,013 2025 84,013 2026 84,013 2027 59,207 Thereafter 605,741 Total $ 979,451 |
Note 6 - Goodwill (Tables)
Note 6 - Goodwill (Tables) | 6 Months Ended |
Nov. 30, 2022 | |
Notes Tables | |
Schedule of Goodwill [Table Text Block] | November 30, May 31, Segment 2022 2022 Cannabis $ 2,640,669 $ 2,640,669 Distribution 4,458 4,458 Beverage alcohol 120,606 102,999 Wellness 77,470 77,470 Effect of foreign exchange 2,129 39,640 Impairments (223,931 ) (223,931 ) Total $ 2,621,401 $ 2,641,305 |
Acquisition of Montauk Brewing Company, Inc. [Member] | |
Notes Tables | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | Amount Consideration Cash $ 28,688 Shares 6,422 Contingent consideration 10,245 Net assets acquired Current assets Cash and cash equivalents 1,983 Accounts receivable 1,116 Prepaids and other current assets 467 Inventory 1,570 Long-term assets Capital assets 420 Customer relationships ( 15 16,570 Intellectual property, trademarks & brands ( 15 12,430 Non-compete agreements ( 5 1,240 Goodwill 17,607 Total Assets 53,403 Current liabilities Accounts payable and accrued liabilities 1,580 Long-term liabilities Deferred tax liability 6,468 Total liabilities 8,048 Total net assets acquired $ 45,355 |
Breckenridge [Member] | |
Notes Tables | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | Amount Consideration Shares $ 114,068 Net assets acquired Current assets Cash and cash equivalents 326 Accounts receivable 2,128 Prepaids and other current assets 367 Inventory 20,351 Long-term assets Capital assets 11,179 Customer relationships ( 15 9,800 Intellectual property, trademarks & brands ( 15 69,950 Goodwill 2,797 Total Assets 116,898 Current liabilities Accounts payable and accrued liabilities 2,228 Long-term liabilities Deferred tax liability 602 Total liabilities 2,830 Total net assets acquired $ 114,068 |
Note 7 - Convertible Notes Re_2
Note 7 - Convertible Notes Receivable (Tables) | 6 Months Ended |
Nov. 30, 2022 | |
Notes Tables | |
Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block] | November 30, May 31, 2022 2022 HEXO Convertible Note $ 148,425 $ - MedMen Convertible Note 106,885 111,200 Total convertible notes receivable 255,310 111,200 Deduct - current portion - - Total convertible notes receivable, non current portion $ 255,310 $ 111,200 |
Note 8 - Long Term Investments
Note 8 - Long Term Investments (Tables) | 6 Months Ended |
Nov. 30, 2022 | |
Notes Tables | |
Debt Securities, Trading, and Equity Securities, FV-NI [Table Text Block] | November 30, May 31, 2022 2022 Equity investments measured at fair value $ 2,522 $ 4,347 Equity investments under measurement alternative 5,689 5,703 Total $ 8,211 $ 10,050 |
Note 9 - Accounts Payable and_2
Note 9 - Accounts Payable and Accrued Liabilities (Tables) | 6 Months Ended |
Nov. 30, 2022 | |
Notes Tables | |
Schedule of Accounts Payable and Accrued Liabilities [Table Text Block] | November 30, May 31, 2022 2022 Trade payables $ 75,725 $ 68,604 Accrued liabilities 63,545 57,497 Accrued payroll and employment related taxes 12,933 17,736 Income taxes payable 3,245 6,150 Accrued interest 7,258 6,772 Other accruals 194 672 Total $ 162,900 $ 157,431 |
Note 11 - Long-term Debt (Table
Note 11 - Long-term Debt (Tables) | 6 Months Ended |
Nov. 30, 2022 | |
Notes Tables | |
Schedule of Long-Term Debt Instruments [Table Text Block] | November 30, May 31, 2022 2022 Credit facility - C$ 66,000 3 10 November 2025 $ 48,840 $ 53,720 Term loan - C$ 25,000 1.00 5 15 194 July 2033 11,533 12,750 Term loan - C$ 25,000 1.50 5 15 190 April 2032 13,631 15,050 Term loan - C$ 1,250 1.50 5 10 12 August 2026 391 462 Mortgage payable - C$ 3,750 1.50 5 20 23 August 2026 2,147 2,327 Term loan ‐ € 5,000 1.79 5 250 December 2023 1,300 1,878 Term loan ‐ € 1,500 1.79 1 100 December 2023 1,560 — Term loan ‐ € 5,000 2.68 5 250 December 2023 1,300 1,878 Term loan ‐ € 1,500 2.00 5 98 April 2025 1,041 1,219 Term loan ‐ € 1,500 2.00 5 98 June 2025 1,021 1,307 Mortgage payable - $ 22,635 1.5 10 10 57 October 2030 21,217 21,561 Term loan - $ 100,000 3 2,500 March 2024 70,000 75,000 Carrying amount of long-term debt 173,981 187,152 Unamortized financing fees (1,150 ) (1,450 ) Net carrying amount 172,831 185,702 Less principal portion included in current liabilities (20,681 ) (67,823 ) Total noncurrent portion of long-term debt $ 152,150 $ 117,879 |
Note 12 - Convertible Debentu_2
Note 12 - Convertible Debentures (Tables) | 6 Months Ended |
Nov. 30, 2022 | |
Notes Tables | |
Convertible Debt [Table Text Block] | November 30, May 31, 2022 2022 HTI Convertible Note $ 43,822 $ — 5.25 223,295 216,753 5.00 137,689 185,196 Total 404,806 401,949 Deduct - current portion 181,511 - Total convertible debentures payable, non current portion $ 223,295 $ 401,949 November 30, May 31, 2022 2022 4.00 $ 50,000 $ — Unamortized discount (6,178 ) — Net carrying amount $ 43,822 $ — November 30, May 31, 2022 2022 5.25 $ 350,000 $ 350,000 Debt settlement (90,760 ) (90,760 ) Fair value adjustment (35,945 ) (42,487 ) Net carrying amount $ 223,295 $ 216,753 November 30, May 31, 2022 2022 5.00 $ 277,856 $ 277,856 Principal amount paid (138,026 ) (88,026 ) Unamortized discount (2,141 ) (4,634 ) Net carrying amount $ 137,689 $ 185,196 |
Note 14 - Stockholders' Equity
Note 14 - Stockholders' Equity (Tables) | 6 Months Ended |
Nov. 30, 2022 | |
Notes Tables | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Table Text Block] | For the three months For the six months ended November 30, ended November 30, 2022 2021 2022 2021 Stock options $ 20 $ 1,939 $ 624 $ 4,695 RSUs 10,923 6,314 19,512 12,975 Total $ 10,943 $ 8,253 $ 20,136 $ 17,670 |
Note 15 - Accumulated Other C_2
Note 15 - Accumulated Other Comprehensive Income (Loss) (Tables) | 6 Months Ended |
Nov. 30, 2022 | |
Notes Tables | |
Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block] | Unrealized Foreign loss on currency convertible translation notes gain (loss) receivables Total Balance May 31, 2022 $ 54,413 $ (75,177 ) $ (20,764 ) Other comprehensive loss (56,443 ) (2,525 ) (58,968 ) Balance August 31, 2022 $ (2,030 ) $ (77,702 ) $ (79,732 ) Other comprehensive loss (24,080 ) (17,643 ) (41,723 ) Balance November 30, 2022 $ (26,110 ) $ (95,345 ) $ (121,455 ) |
Note 16 - Non-controlling Int_2
Note 16 - Non-controlling Interests (Tables) | 6 Months Ended |
Nov. 30, 2022 | |
Notes Tables | |
Condensed Balance Sheet [Table Text Block] | SH CC Pharma Aphria ColCanna November 30, Acquisition Nordic ApS Diamond S.A.S. 2022 Current assets $ — $ 254 $ 24,207 $ 152 $ 24,613 Non-current assets 106,885 23 142,007 37,914 286,829 Current liabilities — (652 ) (10,547 ) (35 ) (11,234 ) Non-current liabilities — (397 ) (124,635 ) (6,439 ) (131,471 ) Net assets $ 106,885 $ (772 ) $ 31,032 $ 31,592 $ 168,737 SH CC Pharma Aphria ColCanna May 31, Acquisition Nordic ApS Diamond S.A.S. 2022 Current assets $ — $ 485 $ 20,546 $ 193 $ 21,224 Non-current assets 111,200 158 152,786 93,891 358,035 Current liabilities — (642 ) (63,196 ) (53 ) (63,891 ) Non-current liabilities — (410 ) (29,653 ) (6,537 ) (36,600 ) Net assets $ 111,200 $ (409 ) $ 80,483 $ 87,494 $ 278,768 |
Condensed Income Statement [Table Text Block] | SH CC Pharma Aphria ColCanna November 30, Acquisition Nordic ApS Diamond S.A.S. 2022 Revenue $ — $ 108 $ 65,437 $ — $ 65,545 Total expenses (7,006 ) 471 39,039 56,265 88,769 Net (loss) income 7,006 (363 ) 26,398 (56,265 ) (23,224 ) Other comprehensive (loss) income (11,321 ) — (1,590 ) 363 (12,548 ) Net comprehensive (loss) income $ (4,315 ) $ (363 ) $ 24,808 $ (55,902 ) $ (35,772 ) Non-controlling interest % 32 % 25 % 49 % 10 % NA Comprehensive (loss) income attributable to NCI (1,381 ) (91 ) 12,156 (5,590 ) 5,094 Additional income attributable to NCI — — 6,056 — 6,056 Net comprehensive (loss) income attributable to NCI $ (1,381 ) $ (91 ) $ 18,212 $ (5,590 ) $ 11,150 SH CC Pharma Aphria ColCanna November 30, Acquisition Nordic ApS Diamond S.A.S. 2021 Revenue $ — $ 136 $ 53,101 $ — $ 53,237 Total expenses — 178 26,367 458 27,003 Net (loss) income — (42 ) 26,734 (458 ) 26,234 Other comprehensive (loss) income (16,357 ) 26 (2,817 ) (4,120 ) (23,268 ) Net comprehensive (loss) income $ (16,357 ) $ (16 ) $ 23,917 $ (4,578 ) $ 2,966 Non-controlling interest % 32 % 25 % 49 % 10 % NA Net comprehensive (loss) income $ (5,234 ) $ (4 ) $ 11,719 $ (458 ) $ 6,023 |
Note 18 - Commitments and Con_2
Note 18 - Commitments and Contingencies (Tables) | 6 Months Ended |
Nov. 30, 2022 | |
Notes Tables | |
Contractual Obligation, Fiscal Year Maturity [Table Text Block] | Total 2023 2024 2025 2026 Thereafter Long-term debt repayment $ 173,981 $ 20,681 $ 70,106 $ 40,234 $ 4,743 $ 36,405 Convertible notes 449,070 189,830 259,240 — — — Material purchase obligations 26,878 19,946 5,515 840 239 338 Construction commitments 5,433 5,433 — — — — Total $ 655,362 $ 235,890 $ 334,861 $ 41,074 $ 4,982 $ 36,743 |
Lessee, Operating Lease, Liability, Maturity [Table Text Block] | Operating leases 2023 $ 4,086 2024 2,971 2025 3,148 2026 3,038 Thereafter 5,369 Total minimum lease payments $ 18,612 Imputed interest (2,637 ) Obligations recognized $ 15,975 |
Note 19 - Net Revenue (Tables)
Note 19 - Net Revenue (Tables) | 6 Months Ended |
Nov. 30, 2022 | |
Notes Tables | |
Disaggregation of Revenue [Table Text Block] | For the three months For the six months ended November 30, ended November 30, 2022 2021 2022 2021 Cannabis revenue $ 66,696 $ 73,429 $ 142,385 $ 163,362 Cannabis excise taxes (16,798 ) (14,654 ) (33,917 ) (34,138 ) Net cannabis revenue 49,898 58,775 108,468 129,224 Beverage alcohol revenue 23,405 14,544 45,268 31,027 Beverage alcohol excise taxes (2,010 ) (837 ) (3,219 ) (1,859 ) Net beverage alcohol revenue 21,395 13,707 42,049 29,168 Distribution revenue 60,188 68,869 120,773 136,055 Wellness revenue 12,655 13,802 26,057 28,729 Total $ 144,136 $ 155,153 $ 297,347 $ 323,176 |
Note 20 - Cost of Goods Sold (T
Note 20 - Cost of Goods Sold (Tables) | 6 Months Ended |
Nov. 30, 2022 | |
Notes Tables | |
Schedule of Cost of Goods Sold [Table Text Block] | For the three months For the six months ended November 30, ended November 30, 2022 2021 2022 2021 Cannabis costs $ 31,335 $ 45,259 $ 60,196 $ 85,450 Beverage alcohol costs 11,420 5,921 22,269 12,583 Distribution costs 52,495 61,237 107,479 120,527 Wellness costs 8,762 9,970 18,665 20,895 Total $ 104,012 $ 122,387 $ 208,609 $ 239,455 |
Note 21 - General and Adminis_2
Note 21 - General and Administrative Expenses (Tables) | 6 Months Ended |
Nov. 30, 2022 | |
Notes Tables | |
Schedule of General and Administrative Expenses [Table Text Block] | For the three months For the six months ended November 30, ended November 30, 2022 2021 2022 2021 Executive compensation $ 3,050 $ 2,237 $ 6,605 $ 5,327 Office and general 8,982 5,003 14,811 17,743 Salaries and wages 10,151 8,149 24,786 23,460 Stock-based compensation 10,943 8,253 20,136 17,670 Insurance 2,726 4,995 5,429 9,626 Professional fees 1,730 3,355 4,220 6,068 Loss on sale of capital assets 2,131 203 2,208 230 Travel and accommodation 1,219 982 2,380 1,774 Rent 740 292 1,605 1,058 Total $ 41,672 $ 33,469 $ 82,180 $ 82,956 |
Note 22 - Non-operating Incom_2
Note 22 - Non-operating Income (Expense) (Tables) | 6 Months Ended |
Nov. 30, 2022 | |
Notes Tables | |
Schedule of Other Nonoperating Income (Expense) [Table Text Block] | For the three months For the six months ended November 30, ended November 30, 2022 2021 2022 2021 Change in fair value of convertible debenture $ (12,698 ) $ 56,353 $ (20,582 ) $ 95,723 Change in fair value of warrant liability 37 20,178 1,585 37,713 Foreign exchange loss 907 (10,180 ) (24,666 ) (15,904 ) Loss on long-term investments (596 ) (1,833 ) (1,604 ) (3,508 ) Other non-operating (losses) gains, net (6,100 ) 1,077 (6,175 ) 1,268 Total $ (18,450 ) $ 65,595 $ (51,442 ) $ 115,292 |
Note 23 - Fair Value Measurem_2
Note 23 - Fair Value Measurements (Tables) | 6 Months Ended |
Nov. 30, 2022 | |
Notes Tables | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | November 30, Level 1 Level 2 Level 3 2022 Financial assets Cash and cash equivalents $ 190,218 $ — $ — $ 190,218 Marketable Securities 243,286 — — 243,286 Convertible notes receivable — — 255,310 255,310 Equity investments measured at fair value 893 1,629 5,689 8,211 Financial liabilities Warrant liability — — (12,670 ) (12,670 ) Contingent consideration — — (26,463 ) (26,463 ) APHA 24 Convertible debenture — — (223,295 ) (223,295 ) Total recurring fair value measurements $ 434,397 $ 1,629 $ (1,429 ) $ 434,597 May 31, Level 1 Level 2 Level 3 2022 Financial assets Cash and cash equivalents $ 415,909 $ — $ — $ 415,909 Convertible notes receivable — — 111,200 111,200 Equity investments measured at fair value 1,878 2,469 5,703 10,050 Financial liabilities Warrant liability — — (14,255 ) (14,255 ) Contingent consideration — — (16,007 ) (16,007 ) APHA 24 Convertible debenture — — (216,753 ) (216,753 ) Total recurring fair value measurements $ 417,787 $ 2,469 $ (130,112 ) $ 290,144 |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | APHA 24 Convertible Warrant Contingent Convertible notes receivable Liability Consideration Debt Total Balance, May 31, 2022 $ 111,200 $ (14,255 ) $ (16,007 ) $ (216,753 ) $ (135,815 ) Additions 164,278 — (10,245 ) — 154,033 Unrealized gain (loss) on fair value (20,168 ) 1,585 (211 ) (6,542 ) (25,336 ) Balance, November 30, 2022 $ 255,310 $ (12,670 ) $ (26,463 ) $ (223,295 ) $ (7,118 ) |
Fair Value Measurement Inputs and Valuation Techniques [Table Text Block] | Significant Valuation unobservable Financial asset / financial liability technique input Inputs APHA Convertible debentures Black-Scholes Volatility, 70% expected life (in years) 1.5 Warrant liability Black-Scholes Volatility, 70% expected life (in years) 2.3 Contingent consideration Discounted cash flows Discount rate, 5% - 11% achievement 25% - 80% Convertible notes receivable Black-Scholes Effective interest rate, 20% - 22% conversion 0% - 60% |
Note 24 - Segment Reporting (Ta
Note 24 - Segment Reporting (Tables) | 6 Months Ended |
Nov. 30, 2022 | |
Notes Tables | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | For the three months For the six months ended November 30, ended November 30, 2022 2021 2022 2021 Cannabis Net cannabis revenue $ 49,898 $ 58,775 $ 108,468 $ 129,224 Cannabis costs 31,335 45,259 60,196 85,450 Gross Profit 18,563 13,516 48,272 43,774 Distribution Distribution revenue 60,188 68,869 120,773 136,055 Distribution costs 52,495 61,237 107,479 120,527 Gross Profit 7,693 7,632 13,294 15,528 Beverage alcohol Net beverage alcohol revenue 21,395 13,707 42,049 29,168 Beverage alcohol costs 11,420 5,921 22,269 12,583 Gross Profit 9,975 7,786 19,780 16,585 Wellness Wellness revenue 12,655 13,802 26,057 28,729 Wellness costs 8,762 9,970 18,665 20,895 Gross Profit $ 3,893 $ 3,832 $ 7,392 $ 7,834 For the three months For the six months ended November 30, ended November 30, 2022 2021 2022 2021 Revenue from Canadian medical cannabis products $ 6,365 $ 7,929 $ 12,885 $ 16,303 Revenue from Canadian adult-use cannabis products 52,390 49,535 $ 110,745 119,128 Revenue from wholesale cannabis products 236 2,259 $ 628 3,959 Revenue from international cannabis products 7,705 13,706 $ 18,127 23,972 Less excise taxes (16,798 ) (14,654 ) $ (33,917 ) (34,138 ) Total $ 49,898 $ 58,775 $ 108,468 $ 129,224 |
Revenue from External Customers by Geographic Areas [Table Text Block] | For the three months For the six months ended November 30, ended November 30, 2022 2021 2022 2021 North America $ 76,211 $ 72,443 $ 158,403 $ 162,986 EMEA 62,715 74,916 128,756 150,925 Rest of World 5,210 7,794 10,188 9,265 Total $ 144,136 $ 155,153 $ 297,347 $ 323,176 |
Long-Lived Assets by Geographic Areas [Table Text Block] | November 30, May 31, 2022 2022 North America $ 424,769 $ 464,370 EMEA 111,264 119,409 Rest of World 3,091 3,720 Total $ 539,124 $ 587,499 |
Note 2 - Basis of Presentatio_2
Note 2 - Basis of Presentation and Summary of Significant Accounting Policies (Details Textual) | 6 Months Ended |
Nov. 30, 2022 shares | |
Incremental Common Shares Attributable to Dilutive Effect of Call Options and Warrants (in shares) | 6,209,000 |
Incremental Common Shares Attributable to Dilutive Effect of Conversion of Debt Securities (in shares) | 23,981,704 |
Restricted Stock Units (RSUs) [Member] | |
Incremental Common Shares Attributable to Dilutive Effect of Share-Based Payment Arrangements (in shares) | 16,884,493 |
Share-Based Payment Arrangement, Option [Member] | |
Incremental Common Shares Attributable to Dilutive Effect of Share-Based Payment Arrangements (in shares) | 4,674,512 |
Note 3 - Inventory - Schedule o
Note 3 - Inventory - Schedule of Inventory (Details) - USD ($) $ in Thousands | Nov. 30, 2022 | May 31, 2022 | Mar. 31, 2022 |
Inventory | $ 240,946 | $ 245,529 | $ 245,529 |
Plants [Member] | |||
Inventory | 12,460 | 14,521 | |
Dried Cannabis [Member] | |||
Inventory | 123,871 | 116,739 | |
Cannabis Trim [Member] | |||
Inventory | 1,249 | 592 | |
Cannabis Derivatives [Member] | |||
Inventory | 15,728 | 24,685 | |
Cannabis Vapes [Member] | |||
Inventory | 2,815 | 542 | |
Packaging and Other Inventory Items [Member] | |||
Inventory | 20,781 | 21,691 | |
Wellness Inventory [Member] | |||
Inventory | 12,921 | 13,275 | |
Beverage Alcohol Inventory [Member] | |||
Inventory | 27,250 | 27,840 | |
Distribution Inventory [Member] | |||
Inventory | $ 23,871 | $ 25,644 |
Note 4 - Capital Assets - Sched
Note 4 - Capital Assets - Schedule of Capital Assets (Details) - USD ($) $ in Thousands | Nov. 30, 2022 | May 31, 2022 | Mar. 31, 2022 |
Property, plant and equipment, gross | $ 695,073 | $ 754,740 | |
Less: accumulated amortization | (155,949) | (167,241) | |
Total | 539,124 | 587,499 | $ 587,499 |
Land [Member] | |||
Property, plant and equipment, gross | 28,967 | 31,882 | |
Manufacturing Facility [Member] | |||
Property, plant and equipment, gross | 430,631 | 453,412 | |
Equipment [Member] | |||
Property, plant and equipment, gross | 219,282 | 254,486 | |
Leasehold Improvements [Member] | |||
Property, plant and equipment, gross | 7,772 | 7,455 | |
Construction in Progress [Member] | |||
Property, plant and equipment, gross | $ 8,421 | $ 7,505 |
Note 5 - Intangible Assets (Det
Note 5 - Intangible Assets (Details Textual) - USD ($) $ in Thousands | Nov. 30, 2022 | May 31, 2022 |
Licenses, Permits and Applications [Member] | ||
Indefinite-Lived Intangible Assets (Excluding Goodwill), Ending Balance | $ 235,391 | $ 248,411 |
Note 5 - Intangible Assets - Sc
Note 5 - Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Nov. 30, 2022 | May 31, 2022 | Mar. 31, 2022 | |
Cost | $ 1,613,351 | $ 1,642,843 | |
Less: accumulated amortization | (187,665) | (154,124) | |
Less: impairments | (210,844) | (210,844) | |
Total | 1,214,842 | 1,277,875 | $ 1,277,875 |
Customer Relationships and Distribution Channel [Member] | |||
Cost | 610,401 | 617,437 | |
Licenses, Permits and Applications [Member] | |||
Cost | 365,695 | 377,897 | |
Noncompete Agreements [Member] | |||
Cost | 13,626 | 12,512 | |
Intellectual Property, Trademarks, Know How and Brands [Member] | |||
Cost | $ 623,629 | $ 634,997 |
Note 5 - Intangible Assets-Sche
Note 5 - Intangible Assets-Schedule of Estimated Amortization Expense (Details) $ in Thousands | Nov. 30, 2022 USD ($) |
2023 (remaining six months) | $ 62,464 |
2024 | 84,013 |
2025 | 84,013 |
2026 | 84,013 |
2027 | 59,207 |
Thereafter | 605,741 |
Total | $ 979,451 |
Note 6 - Goodwill (Details Text
Note 6 - Goodwill (Details Textual) - USD ($) | 3 Months Ended | 6 Months Ended | |||||
Nov. 07, 2022 | Dec. 07, 2021 | Nov. 30, 2022 | Nov. 30, 2022 | Nov. 30, 2021 | May 31, 2022 | Mar. 31, 2022 | |
Goodwill, Ending Balance | $ 2,621,401,000 | $ 2,621,401,000 | $ 2,641,305,000 | $ 2,641,305,000 | |||
Breckenridge [Member] | |||||||
Business Combination, Consideration Transferred, Total | $ 114,068,000 | ||||||
Goodwill, Ending Balance | 2,797,000 | ||||||
Business Acquisition, Pro Forma Revenue | 6,000,000 | 12,000,000 | |||||
Business Acquisition, Pro Forma Net Income (Loss) | (1,500,000) | (3,000,000) | |||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 114,068,000 | ||||||
Breckenridge [Member] | Common Class Two [Member] | |||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in shares) | 12,540,479,000 | ||||||
Acquisition of Montauk Brewing Company, Inc. [Member] | |||||||
Business Combination, Consideration Transferred, Total | $ 35,110,000 | ||||||
Goodwill, Ending Balance | $ 17,607,000 | ||||||
Business Acquisition, Pro Forma Revenue | 3,100,000 | $ 9,000,000 | |||||
Business Acquisition, Pro Forma Net Income (Loss) | $ (600,000) | $ (500,000) | |||||
Business Acquisition, Percentage of Voting Interests Acquired | 100% | ||||||
Payments to Acquire Businesses, Gross | $ 28,688,000 | ||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | 6,422 | ||||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | 18,000,000 | ||||||
Business Combination, Contingent Consideration, Liability, Total | $ 10,245,000 | ||||||
Acquisition of Montauk Brewing Company, Inc. [Member] | Common Class 2 [Member] | |||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in shares) | 1,708,521 | ||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 6,422,000 |
Note 6 - Goodwill - Carrying Am
Note 6 - Goodwill - Carrying Amount of Goodwill (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Nov. 30, 2022 | May 31, 2022 | Mar. 31, 2022 | |
Goodwill | $ 2,621,401 | $ 2,641,305 | $ 2,641,305 |
Effect of foreign exchange | 2,129 | 39,640 | |
Impairments | (223,931) | (223,931) | |
Cannabis Segment [Member] | |||
Goodwill | 2,640,669 | 2,640,669 | |
Distribution Business [Member] | |||
Goodwill | 4,458 | 4,458 | |
Beverage Alcohol Business [Member] | |||
Goodwill | 120,606 | 102,999 | |
Wellness Business [Member] | |||
Goodwill | $ 77,470 | $ 77,470 |
Note 6 - Goodwill - Assets Acqu
Note 6 - Goodwill - Assets Acquired and Liabilities Assumed - Double Diamond Distillery (Details) - USD ($) $ in Thousands | Dec. 07, 2021 | Nov. 30, 2022 | May 31, 2022 | Mar. 31, 2022 |
Goodwill | $ 2,621,401 | $ 2,641,305 | $ 2,641,305 | |
Breckenridge [Member] | ||||
Shares | $ 114,068 | |||
Cash and cash equivalents | 326 | |||
Accounts receivable | 2,128 | |||
Prepaids and other current assets | 367 | |||
Inventory | 20,351 | |||
Capital assets | 11,179 | |||
Goodwill | 2,797 | |||
Total Assets | 116,898 | |||
Accounts payable and accrued liabilities | 2,228 | |||
Deferred tax liability | 602 | |||
Total liabilities | 2,830 | |||
Total net assets acquired | 114,068 | |||
Breckenridge [Member] | Customer Relationships [Member] | ||||
Definite-lived intangible assets | 9,800 | |||
Breckenridge [Member] | Intellectual Property, Trademarks and Brands [Member] | ||||
Definite-lived intangible assets | $ 69,950 |
Note 6 - Goodwill - Assets Ac_2
Note 6 - Goodwill - Assets Acquired and Liabilities Assumed - Double Diamond Distillery (Details) (Parentheticals) - Breckenridge [Member] | Dec. 07, 2021 |
Customer Relationships [Member] | |
Estimated useful life (Year) | 15 years |
Intellectual Property, Trademarks and Brands [Member] | |
Estimated useful life (Year) | 15 years |
Note 6 - Goodwill - Assets Ac_3
Note 6 - Goodwill - Assets Acquired and Liabilities Assumed - Montauk Brewing Company (Details) - USD ($) | Nov. 07, 2022 | Nov. 30, 2022 | May 31, 2022 | Mar. 31, 2022 |
Goodwill | $ 2,621,401,000 | $ 2,641,305,000 | $ 2,641,305,000 | |
Acquisition of Montauk Brewing Company, Inc. [Member] | ||||
Cash | $ 28,688,000 | |||
Shares | 6,422 | |||
Contingent consideration | 10,245,000 | |||
Cash and cash equivalents | 1,983,000 | |||
Accounts receivable | 1,116,000 | |||
Prepaids and other current assets | 467,000 | |||
Inventory | 1,570,000 | |||
Capital assets | 420,000 | |||
Goodwill | 17,607,000 | |||
Total Assets | 53,403,000 | |||
Accounts payable and accrued liabilities | 1,580,000 | |||
Deferred tax liability | 6,468,000 | |||
Total liabilities | 8,048,000 | |||
Total net assets acquired | 45,355,000 | |||
Acquisition of Montauk Brewing Company, Inc. [Member] | Customer Relationships [Member] | ||||
Definite-lived intangible assets | 16,570,000 | |||
Acquisition of Montauk Brewing Company, Inc. [Member] | Intellectual Property, Trademarks and Brands [Member] | ||||
Definite-lived intangible assets | 12,430,000 | |||
Acquisition of Montauk Brewing Company, Inc. [Member] | Noncompete Agreements [Member] | ||||
Definite-lived intangible assets | $ 1,240,000 |
Note 6 - Goodwill - Assets Ac_4
Note 6 - Goodwill - Assets Acquired and Liabilities Assumed - Montauk Brewing Company (Details) (Parentheticals) - Acquisition of Montauk Brewing Company, Inc. [Member] | Nov. 07, 2022 |
Customer Relationships [Member] | |
Estimated useful life (Year) | 15 years |
Intellectual Property, Trademarks and Brands [Member] | |
Estimated useful life (Year) | 15 years |
Noncompete Agreements [Member] | |
Estimated useful life (Year) | 5 years |
Note 7 - Convertible Notes Re_3
Note 7 - Convertible Notes Receivable (Details Textual) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||||||
Jul. 12, 2022 USD ($) $ / shares shares | Aug. 31, 2021 USD ($) shares | Nov. 30, 2022 USD ($) $ / shares | Nov. 30, 2021 USD ($) | Nov. 30, 2022 USD ($) $ / shares shares | Nov. 30, 2021 USD ($) | Nov. 30, 2022 USD ($) $ / shares | Jul. 12, 2022 $ / shares | Mar. 31, 2022 $ / shares | |
OCI, Debt Securities, Available-for-Sale, Unrealized Holding Gain (Loss), before Adjustment and Tax | $ (17,643) | $ (16,305) | $ (20,168) | $ (16,954) | |||||
Common Stock, Par or Stated Value Per Share (in CAD per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Stock Issued During Period, Value, Acquisitions | $ 117,804 | ||||||||
Superhero Acquisition LP [Member] | |||||||||
Noncontrolling Interest, Ownership Percentage by Parent | 68% | 68% | 68% | 68% | |||||
Common Class 2 [Member] | |||||||||
Common Stock, Par or Stated Value Per Share (in CAD per share) | $ / shares | $ 0.0001 | ||||||||
Convertible Notes Receivable [Member] | |||||||||
Interest Income, Purchased Convertible Notes Receivables | $ 3,514 | $ 7,006 | |||||||
HEXO Convertible Notes Receivable [Member] | |||||||||
OCI, Debt Securities, Available-for-Sale, Unrealized Holding Gain (Loss), before Adjustment and Tax | 13,425 | $ 8,847 | |||||||
Notes Receivable, Interest Rate, Stated Percentage | 5% | ||||||||
Notes Receivable, Conversion Price (in CAD per share) | (per share) | $ 3 | $ 0.40 | |||||||
Notes Receivable, Redemption Price, Percentage | 115% | ||||||||
Interest Income, Purchased Receivables | 2,172 | 3,378 | |||||||
HEXO Convertible Notes Receivable [Member] | Measurement Input, Expected Term [Member] | |||||||||
Notes Receivable, Measurement Input | 0.0350 | ||||||||
HEXO Convertible Notes Receivable [Member] | Measurement Input, Price Volatility [Member] | |||||||||
Notes Receivable, Measurement Input | 0.90 | ||||||||
HEXO Convertible Notes Receivable [Member] | Measurement Input, Forfeiture Rate [Member] | |||||||||
Notes Receivable, Measurement Input | 0 | ||||||||
HEXO Convertible Notes Receivable [Member] | Measurement Input, Expected Dividend Payment [Member] | |||||||||
Notes Receivable, Measurement Input | 0 | ||||||||
HEXO Convertible Notes Receivable [Member] | Transaction (Income) Costs [Member] | |||||||||
Derivative, Gain (Loss) on Derivative, Net, Total | 18,256 | ||||||||
HEXO Convertible Notes Receivable [Member] | Other Current Assets [Member] | |||||||||
Derivative Asset, Current | 0 | 0 | 0 | ||||||
MM Notes [Member] | |||||||||
Financing Receivable, before Allowance for Credit Loss, Total | $ 165,799 | ||||||||
Notes Receivable, LIBOR Floor | 2.50% | ||||||||
MM Notes [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||||||
Notes Receivable, Interest Rate, Basis Spread on Variable Rate | 6% | ||||||||
MM Notes [Member] | Measurement Input, Price Volatility [Member] | |||||||||
Notes Receivable, Measurement Input | 0.70 | ||||||||
MM Notes [Member] | Measurement Input, Forfeiture Rate [Member] | |||||||||
Notes Receivable, Measurement Input | 0 | ||||||||
MM Notes [Member] | Measurement Input, Expected Dividend Payment [Member] | |||||||||
Notes Receivable, Measurement Input | 0 | ||||||||
MM Notes [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||||||||
Notes Receivable, Measurement Input | 3.50 | ||||||||
MM Notes [Member] | Measurement Input, Probability of Legalization [Member] | Minimum [Member] | |||||||||
Notes Receivable, Measurement Input | 0 | ||||||||
MM Notes [Member] | Measurement Input, Probability of Legalization [Member] | Maximum [Member] | |||||||||
Notes Receivable, Measurement Input | 0.60 | ||||||||
Convertible Notes Receivable [Member] | |||||||||
Financing Receivable, before Allowance for Credit Loss, Total | $ 173,700 | $ 173,700 | 173,700 | $ 173,700 | |||||
Asset Acquisition, Consideration Transferred, Total | $ 157,272 | ||||||||
HEXO Convertible Notes Receivable [Member] | |||||||||
Asset Acquisition, Consideration Transferred, Total | $ 157,272 | ||||||||
Notes Receivable, Redemption, Percentage of Principal Amount | 110% | ||||||||
Asset Acquisition, Debt Issued | $ 50,000 | ||||||||
Stock Issued During Period, Shares, Purchase of Assets (in shares) | shares | 33,314,412 | 33,314,412 | |||||||
The MM Notes and MM Warrants [Member] | |||||||||
Stock Issued During Period, Shares, Acquisitions (in shares) | shares | 9,817,061 | ||||||||
Stock Issued During Period, Value, Acquisitions | $ 117,804 |
Note 7 - Convertible Notes Re_4
Note 7 - Convertible Notes Receivable - Schedule of Convertible Notes Receivable (Details) - USD ($) $ in Thousands | Nov. 30, 2022 | May 31, 2022 | Mar. 31, 2022 |
HEXO Convertible Note | $ 255,310 | $ 111,200 | |
Deduct - current portion | 0 | 0 | |
Total convertible notes receivable, non current portion | 255,310 | 111,200 | $ 111,200 |
HEXO Convertible Notes Receivable [Member] | |||
HEXO Convertible Note | 148,425 | 0 | |
MedMen Convertible Note [Member] | |||
HEXO Convertible Note | $ 106,885 | $ 111,200 |
Note 8 - Long Term Investment_2
Note 8 - Long Term Investments - Schedule of Long-term Investments (Details) - USD ($) $ in Thousands | Nov. 30, 2022 | May 31, 2022 |
Equity investments measured at fair value | $ 2,522 | $ 4,347 |
Equity investments under measurement alternative | 5,689 | 5,703 |
Total | $ 8,211 | $ 10,050 |
Note 9 - Accounts Payable and_3
Note 9 - Accounts Payable and Accrued Liabilities - Schedule of Accounts Payable and Accrued Liabilities (Details) - USD ($) $ in Thousands | Nov. 30, 2022 | May 31, 2022 | Mar. 31, 2022 |
Trade payables | $ 75,725 | $ 68,604 | |
Accrued liabilities | 63,545 | 57,497 | |
Accrued payroll and employment related taxes | 12,933 | 17,736 | |
Income taxes payable | 3,245 | 6,150 | |
Accrued interest | 7,258 | 6,772 | |
Other accruals | 194 | 672 | |
Total | $ 162,900 | $ 157,431 | $ 157,431 |
Note 10 - Bank Indebtedness (De
Note 10 - Bank Indebtedness (Details Textual) $ in Thousands, € in Millions, $ in Millions | 6 Months Ended | ||
Nov. 30, 2022 USD ($) | Nov. 30, 2022 CAD ($) | Nov. 30, 2022 EUR (€) | |
Four Twenty Corporation [Member] | Revolving Credit Facility [Member] | |||
Line of Credit Facility, Maximum Borrowing Capacity | $ | $ 30,000 | ||
Long-Term Line of Credit, Total | $ | 10,000 | ||
Line of Credit [Member] | |||
Line of Credit Facility, Maximum Borrowing Capacity | $ | $ 1 | ||
Long-Term Line of Credit, Total | $ | 0 | ||
Line of Credit [Member] | CC Pharma GmbH [Member] | |||
Long-Term Line of Credit, Total | $ 5,306 | € 5.1 | |
Number of Debt Instruments | 3 | 3 | 3 |
Line of Credit Facility, Remaining Borrowing Capacity | € | € 12 | ||
Line of Credit [Member] | Prime Rate [Member] | |||
Debt Instrument, Basis Spread on Variable Rate | 75% | ||
Line of Credit [Member] | Euro Over Night Index Average [Member] | CC Pharma GmbH [Member] | |||
Debt Instrument, Basis Spread on Variable Rate | 1.79% | ||
Line of Credit [Member] | Euro Interbank Offered Rate [Member] | CC Pharma GmbH [Member] | |||
Debt Instrument, Basis Spread on Variable Rate | 3.682% | ||
Operating Line of Credit One [Member] | CC Pharma GmbH [Member] | |||
Line of Credit Facility, Maximum Borrowing Capacity | € | 8 | ||
Operating Line of Credit Two [Member] | CC Pharma GmbH [Member] | |||
Line of Credit Facility, Maximum Borrowing Capacity | € | 3.5 | ||
Operating Line of Credit Three [Member] | CC Pharma GmbH [Member] | |||
Line of Credit Facility, Maximum Borrowing Capacity | € | € 0.5 |
Note 11 - Long-term Debt (Detai
Note 11 - Long-term Debt (Details Textual) $ in Millions | Nov. 28, 2022 USD ($) |
Credit Facility Due in November 2022 [Member] | |
Debt Instrument, Face Amount | $ 66 |
Note 11 - Long-term Debt - Net
Note 11 - Long-term Debt - Net Carrying Amount of Long-term Debt Instruments (Details) - USD ($) $ in Thousands | Nov. 30, 2022 | May 31, 2022 |
Credit Facility Due in November 2022 [Member] | ||
Carrying amount of long-term debt | $ 48,840 | $ 53,720 |
Term Loan Due in July 2023 [Member] | ||
Carrying amount of long-term debt | 11,533 | 12,750 |
Term Loan Due in April 2032 [Member] | ||
Carrying amount of long-term debt | 13,631 | 15,050 |
Term Loan Due in August 2026 [Member] | ||
Carrying amount of long-term debt | 391 | 462 |
Mortgage Payable Due in August 2026 [Member] | ||
Carrying amount of long-term debt | 2,147 | 2,327 |
Term Loan Due in December 2023, One [Member] | ||
Carrying amount of long-term debt | 1,300 | 1,878 |
Term Loan Due in December 2023, Two [Member] | ||
Carrying amount of long-term debt | 1,560 | 0 |
Term Loan Due in December 2023, Three [Member] | ||
Carrying amount of long-term debt | 1,300 | 1,878 |
Term Loan Due in April 2025 [Member] | ||
Carrying amount of long-term debt | 1,041 | 1,219 |
Term Loan Due in June 2025 [Member] | ||
Carrying amount of long-term debt | 1,021 | 1,307 |
Mortgage Payable Due in October 2030 [Member] | ||
Carrying amount of long-term debt | 21,217 | 21,561 |
Term Loan Due in March 2024 [Member] | ||
Carrying amount of long-term debt | 70,000 | 75,000 |
Long-term Debt, Excluding Convertible Debentures [Member] | ||
Carrying amount of long-term debt | 173,981 | 187,152 |
Unamortized financing fees | (1,150) | (1,450) |
Net carrying amount | 172,831 | 185,702 |
Less principal portion included in current liabilities | (20,681) | (67,823) |
Total noncurrent portion of long-term debt | $ 152,150 | $ 117,879 |
Note 11 - Long-term Debt - Ne_2
Note 11 - Long-term Debt - Net Carrying Amount of Long-term Debt Instruments (Details) (Parentheticals) - CAD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Nov. 30, 2022 | May 31, 2022 | |
Credit Facility Due in November 2022 [Member] | ||
Face amount | $ 66,000 | $ 66,000 |
Term (Year) | 3 years | 3 years |
Amortization period (Year) | 10 years | 10 years |
Maturity | Nov. 30, 2022 | Nov. 30, 2022 |
Term Loan Due in July 2023 [Member] | ||
Face amount | $ 25,000 | $ 25,000 |
Term (Year) | 5 years | 5 years |
Amortization period (Year) | 15 years | 15 years |
Maturity | Jul. 31, 2023 | Jul. 31, 2023 |
Periodic payment | $ 194 | $ 194 |
Term Loan Due in July 2023 [Member] | Prime Rate [Member] | ||
Variable rate | 1% | 1% |
Term Loan Due in April 2032 [Member] | ||
Face amount | $ 25,000 | $ 25,000 |
Term (Year) | 5 years | 5 years |
Amortization period (Year) | 15 years | 15 years |
Maturity | Apr. 30, 2032 | Apr. 30, 2032 |
Periodic payment | $ 190 | $ 190 |
Term Loan Due in April 2032 [Member] | Prime Rate [Member] | ||
Variable rate | 1.50% | 1.50% |
Term Loan Due in August 2026 [Member] | ||
Face amount | $ 1,250 | $ 1,250 |
Term (Year) | 5 years | 5 years |
Amortization period (Year) | 10 years | 10 years |
Maturity | Aug. 31, 2026 | Aug. 31, 2026 |
Periodic payment | $ 12 | $ 12 |
Term Loan Due in August 2026 [Member] | Prime Rate [Member] | ||
Variable rate | 1.50% | 1.50% |
Mortgage Payable Due in August 2026 [Member] | ||
Face amount | $ 3,750 | $ 3,750 |
Term (Year) | 5 years | 5 years |
Amortization period (Year) | 20 years | 20 years |
Maturity | Aug. 31, 2026 | Aug. 31, 2026 |
Periodic payment | $ 23 | $ 23 |
Mortgage Payable Due in August 2026 [Member] | Prime Rate [Member] | ||
Variable rate | 1.50% | 1.50% |
Term Loan Due in December 2023, One [Member] | ||
Face amount | $ 5,000 | $ 5,000 |
Term (Year) | 5 years | 5 years |
Maturity | Dec. 31, 2023 | Dec. 31, 2023 |
Periodic payment | $ 250 | $ 250 |
Term Loan Due in December 2023, One [Member] | Euro Interbank Offered Rate [Member] | ||
Variable rate | 1.79% | 1.79% |
Term Loan Due in December 2023, Two [Member] | ||
Face amount | $ 1,500 | |
Term (Year) | 1 year | |
Maturity | Dec. 31, 2023 | |
Periodic payment | $ 100 | |
Term Loan Due in December 2023, Two [Member] | Euro Interbank Offered Rate [Member] | ||
Variable rate | 1.79% | |
Term Loan Due in December 2023, Three [Member] | ||
Face amount | $ 5,000 | $ 5,000 |
Term (Year) | 5 years | 5 years |
Maturity | Dec. 31, 2023 | Dec. 31, 2023 |
Periodic payment | $ 250 | $ 250 |
Term Loan Due in December 2023, Three [Member] | Euro Interbank Offered Rate [Member] | ||
Variable rate | 2.68% | 2.68% |
Term Loan Due in April 2025 [Member] | ||
Face amount | $ 1,500 | $ 1,500 |
Term (Year) | 5 years | 5 years |
Maturity | Apr. 30, 2025 | Apr. 30, 2025 |
Periodic payment | $ 98 | $ 98 |
Term Loan Due in April 2025 [Member] | Euro Interbank Offered Rate [Member] | ||
Variable rate | 2% | 2% |
Term Loan Due in June 2025 [Member] | ||
Face amount | $ 1,500 | $ 1,500 |
Term (Year) | 5 years | 5 years |
Maturity | Jun. 30, 2025 | Jun. 30, 2025 |
Periodic payment | $ 98 | $ 98 |
Term Loan Due in June 2025 [Member] | Euro Interbank Offered Rate [Member] | ||
Variable rate | 2% | 2% |
Mortgage Payable Due in October 2030 [Member] | ||
Face amount | $ 22,635 | $ 22,635 |
Term (Year) | 10 years | 10 years |
Amortization period (Year) | 10 years | 10 years |
Maturity | Oct. 31, 2030 | Oct. 31, 2030 |
Periodic payment | $ 57 | $ 57 |
Mortgage Payable Due in October 2030 [Member] | Euro Interbank Offered Rate [Member] | ||
Variable rate | 1.50% | 1.50% |
Term Loan Due in March 2024 [Member] | ||
Face amount | $ 100,000 | $ 100,000 |
Term (Year) | 3 years | 3 years |
Maturity | Mar. 31, 2024 | Mar. 31, 2024 |
Periodic payment | $ 2,500 | $ 2,500 |
Note 12 - Convertible Debentu_3
Note 12 - Convertible Debentures (Details Textual) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jul. 12, 2022 USD ($) $ / shares | Nov. 30, 2022 USD ($) $ / shares | Aug. 31, 2022 USD ($) | Nov. 30, 2022 USD ($) $ / shares | May 31, 2022 | |
HT Investments MA LLC Note [Member] | |||||
Debt Instrument, Face Amount | $ 50,000 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 4% | 4% | 4% | 4% | |
Debt Instrument, Maturity Date | Sep. 01, 2023 | ||||
Debt Instrument, Convertible, Beneficial Conversion Feature | $ 9,055 | ||||
Debt Instrument, Convertible, Conversion Price (in dollars per share) | $ / shares | $ 4.03 | ||||
APHA 24 [Member] | |||||
Debt Instrument, Face Amount | $ 259,240 | $ 259,240 | |||
Debt Instrument, Interest Rate, Stated Percentage | 5.25% | 5.25% | 5.25% | ||
Debt Instrument, Maturity Date | Jun. 01, 2024 | ||||
Debt Instrument, Convertible, Conversion Price (in dollars per share) | $ / shares | $ 11.20 | $ 11.20 | |||
Debt Instrument, Convertible, Multiples of Principal Amount | $ 1 | $ 1 | |||
Debt Instrument, Convertible, Earliest Date | Dec. 01, 2023 | ||||
Debt Instrument, Convertible, Latest Date | Jun. 01, 2024 | ||||
Debt Instrument, Convertible, Threshold Trading Days | 20 | ||||
Debt Instrument, Convertible, Threshold Consecutive Trading Days | 30 | ||||
Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger | 130% | ||||
Debt Instrument, Convertible, Threshold Trading Days, Measurement Period (Year) | 5 years | ||||
Debt Instrument, Convertible, Threshold Consecutive Trading Days, Measurement Period (Year) | 5 years | ||||
Debt Instrument, Convertible, Minimum Threshold Percentage During Measurement Period | 98% | ||||
Debt Instrument, Redemption Price, Including Interest, Percentage | 100% | ||||
TLRY 23 [Member] | |||||
Debt Instrument, Interest Rate, Stated Percentage | 5% | 5% | 5% | ||
Debt Instrument, Maturity Date | Sep. 30, 2023 | ||||
Debt Instrument, Convertible, Conversion Price (in dollars per share) | $ / shares | $ 167.41 | $ 167.41 | |||
Debt Instrument, Convertible, Multiples of Principal Amount | $ 1 | ||||
Debt Instrument, Convertible, Earliest Date | Apr. 01, 2023 | ||||
Debt Instrument, Convertible, Latest Date | Sep. 30, 2023 | ||||
Debt Instrument, Repurchased Face Amount | $ 50,000 | $ 50,000 | |||
Debt Instrument, Repurchase Amount | 48,975 | $ 48,975 | |||
Debt Instrument, Unamortized Discount, Increase (Decrease) | $ (918) | ||||
Long-Term Debt, Term (Year) | 5 years | 5 years | |||
Debt Instrument, Convertible, Conversion Ratio | 5.9735 | ||||
Debt Instrument, Convertible, Number of Equity Instruments | 835,275 | ||||
Debt Instrument, Outstanding Principal Amount | $ 139,830 | $ 139,830 | |||
Debt Instrument, Interest Rate, Effective Percentage | 6.90% | ||||
Interest Expense, Debt, Total | $ 2,373 | ||||
Amortization of Debt Discount (Premium) | $ 866 | ||||
TLRY 23 [Member] | Nonoperating Income (Expense) [Member] | |||||
Gain (Loss) on Repurchase of Debt Instrument | $ 191 |
Note 12 - Convertible Debentu_4
Note 12 - Convertible Debentures - Net Carrying Amount of Convertible Debentures (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Nov. 30, 2022 | May 31, 2022 | Mar. 31, 2022 | |
Convertible debentures | $ 404,806 | $ 401,949 | |
Convertible debentures | 404,806 | 401,949 | |
Deduct - current portion | 181,511 | 0 | $ 0 |
Total convertible debentures payable, non current portion | 223,295 | 401,949 | $ 401,949 |
HT Investments MA LLC Note [Member] | |||
Convertible debentures | 43,822 | 0 | |
Convertible debentures | 43,822 | 0 | |
Carrying amount of long-term debt | 50,000 | 0 | |
Unamortized discount | (6,178) | 0 | |
APHA 24 [Member] | |||
Convertible debentures | 223,295 | 216,753 | |
Convertible debentures | 223,295 | 216,753 | |
Carrying amount of long-term debt | 350,000 | 350,000 | |
Debt settlement | (90,760) | (90,760) | |
Fair value adjustment | (35,945) | (42,487) | |
TLRY 23 [Member] | |||
Convertible debentures | 137,689 | 185,196 | |
Convertible debentures | 137,689 | 185,196 | |
Carrying amount of long-term debt | 277,856 | 277,856 | |
Unamortized discount | (2,141) | (4,634) | |
Debt settlement | $ (138,026) | $ (88,026) |
Note 12 - Convertible Debentu_5
Note 12 - Convertible Debentures - Net Carrying Amount of Convertible Debentures (Details) (Parentheticals) | Nov. 30, 2022 | Jul. 12, 2022 | May 31, 2022 |
HT Investments MA LLC Note [Member] | |||
Interest rate | 4% | 4% | 4% |
APHA 24 [Member] | |||
Interest rate | 5.25% | 5.25% | |
TLRY 23 [Member] | |||
Interest rate | 5% | 5% |
Note 13 - Warrant Liability (De
Note 13 - Warrant Liability (Details Textual) - $ / shares | Nov. 30, 2022 | May 31, 2022 |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 6,209,000 | 6,209,000 |
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 3.15 | $ 5.95 |
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in shares) | 1 | |
Percentage of Daily Cash Penalty | 1% | |
Fair Value, Inputs, Level 3 [Member] | ||
Estimated Fair Value of Warrant Liability Per Warrant (in dollars per share) | $ 2.04 | |
Fair Value, Inputs, Level 3 [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||
Warrants and Rights Outstanding, Measurement Input | 0.0359 | |
Fair Value, Inputs, Level 3 [Member] | Measurement Input, Price Volatility [Member] | ||
Warrants and Rights Outstanding, Measurement Input | 0.70 | |
Fair Value, Inputs, Level 3 [Member] | Measurement Input, Expected Term [Member] | ||
Warrants and Rights Outstanding, Measurement Input | 3.05 | |
Fair Value, Inputs, Level 3 [Member] | Measurement Input, Conversion Price [Member] | ||
Warrants and Rights Outstanding, Measurement Input | 3.15 | |
Fair Value, Inputs, Level 3 [Member] | Measurement Input, Share Price [Member] | ||
Warrants and Rights Outstanding, Measurement Input | 3.87 |
Note 14 - Stockholders' Equit_2
Note 14 - Stockholders' Equity (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||||||
Jul. 12, 2022 | Nov. 30, 2022 | Aug. 31, 2022 | Nov. 30, 2021 | Nov. 30, 2022 | Nov. 30, 2021 | Nov. 30, 2022 | Nov. 30, 2021 | Mar. 31, 2022 | |
Common Stock, Shares Authorized (in shares) | 990,000,000 | 990,000,000 | 990,000,000 | 990,000,000 | |||||
Common Stock, Shares, Issued (in shares) | 613,181,559 | 613,181,559 | 613,181,559 | 532,674,887 | |||||
Stock Issued During Period, Value, New Issues | $ 129,593 | ||||||||
Proceeds from Issuance of Common Stock | $ 129,593 | $ 0 | |||||||
Stock Issued During Period, Shares, Settlement of Financing Liability (in shares) | 11,806,126 | ||||||||
Stock Issued During Period, Value, Settlement of Financing Liability | $ 6,474 | $ 5,064 | $ 0 | $ 43,818 | |||||
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture, Total (in shares) | 1,196,464 | ||||||||
Share-Based Payment Arrangement, Expense | $ 10,943 | $ 8,253 | $ 20,136 | $ 17,670 | |||||
Common Stock, Shares, Outstanding, Ending Balance (in shares) | 613,181,559 | 613,181,559 | 613,181,559 | 532,674,887 | |||||
Time-based Restricted Stock Units [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares) | 6,004,995 | 6,004,995 | |||||||
Performance-based Restricted Stock Units [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares) | 2,634,744 | 69,508 | 2,634,744 | 1,414,666 | |||||
Acquisition of Montauk Brewing Company, Inc. [Member] | |||||||||
Stock Issued During Period, Shares, Acquisitions (in shares) | 1,708,521 | ||||||||
HEXO Convertible Notes Receivable [Member] | |||||||||
Stock Issued During Period, Shares, Purchase of Assets (in shares) | 33,314,412 | 33,314,412 | |||||||
At-the-Market Program [Member] | |||||||||
Stock Issued During Period, Shares, New Issues (in shares) | 32,481,149 | ||||||||
Stock Issued During Period, Value, New Issues | $ 132,238 | ||||||||
Payments of Stock Issuance Costs | 2,645 | ||||||||
Proceeds from Issuance of Common Stock | $ 129,593 | ||||||||
Common Class 1 [Member] | |||||||||
Common Stock, Shares Authorized (in shares) | 243,333,333 | 243,333,333 | 243,333,333 | ||||||
Common Stock, Shares, Issued (in shares) | 0 | 0 | 0 | ||||||
Common Stock, Shares, Outstanding, Ending Balance (in shares) | 0 | ||||||||
Common Class 2 [Member] | |||||||||
Common Stock, Shares Authorized (in shares) | 746,666,667 | 746,666,667 | 746,666,667 | ||||||
Common Stock, Shares, Issued (in shares) | 613,181,559 | 613,181,559 | 613,181,559 | ||||||
Common Stock, Shares, Outstanding, Ending Balance (in shares) | 613,181,559 | 613,181,559 | 613,181,559 |
Note 14 - Stockholders' Equit_3
Note 14 - Stockholders' Equity - Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Nov. 30, 2022 | Nov. 30, 2021 | Nov. 30, 2022 | Nov. 30, 2021 | |
Stock-based compensation expense | $ 10,943 | $ 8,253 | $ 20,136 | $ 17,670 |
Share-Based Payment Arrangement, Option [Member] | ||||
Stock-based compensation expense | 20 | 1,939 | 624 | 4,695 |
Restricted Stock Units (RSUs) [Member] | ||||
Stock-based compensation expense | $ 10,923 | $ 6,314 | $ 19,512 | $ 12,975 |
Note 15 - Accumulated Other C_3
Note 15 - Accumulated Other Comprehensive Income (Loss) - Components of Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Nov. 30, 2022 | Nov. 30, 2021 | Aug. 31, 2021 | Nov. 30, 2022 | Nov. 30, 2021 | |
Balance | $ 4,563,182 | $ 4,385,756 | $ 4,465,313 | $ 4,441,366 | $ 4,465,313 |
Other comprehensive loss | (42,240) | (48,672) | (105,057) | (150,093) | |
Balance | 4,483,146 | 4,472,989 | 4,385,756 | 4,483,146 | 4,472,989 |
Accumulated Foreign Currency Adjustment Attributable to Parent [Member] | |||||
Balance | (2,030) | 54,413 | 54,413 | ||
Other comprehensive loss | (24,080) | (56,443) | |||
Balance | (26,110) | (2,030) | (26,110) | ||
AOCI, Accumulated Gain (Loss), Debt Securities, Available-for-Sale, Parent [Member] | |||||
Balance | (77,702) | (75,177) | (75,177) | ||
Other comprehensive loss | (17,643) | (2,525) | |||
Balance | (95,345) | (77,702) | (95,345) | ||
Unrealized Loss on Available for Sale Debt Securities [Member] | |||||
Balance | $ (79,732) | (20,764) | $ (20,764) | ||
Other comprehensive loss | (41,723) | (58,968) | |||
Balance | $ (121,455) | $ (79,732) | $ (121,455) |
Note 16 - Non-controlling Int_3
Note 16 - Non-controlling Interests (Details Textual) | Nov. 30, 2022 | Aug. 31, 2021 |
Superhero Acquisition LP [Member] | ||
Noncontrolling Interest, Ownership Percentage by Parent | 68% | 68% |
CC Pharma Nordic ApS [Member] | ||
Noncontrolling Interest, Ownership Percentage by Parent | 75% | |
Aphria Diamond [Member] | ||
Noncontrolling Interest, Ownership Percentage by Parent | 51% | |
ColCanna S.A.S. [Member] | ||
Noncontrolling Interest, Ownership Percentage by Parent | 90% |
Note 16 -Non-controlling Intere
Note 16 -Non-controlling Interests - Summary of Balance Sheet Information (Details) - USD ($) $ in Thousands | Nov. 30, 2022 | May 31, 2022 | Mar. 31, 2022 |
Current assets | $ 814,705 | $ 803,503 | |
Current liabilities | (426,505) | $ (280,342) | |
Superhero Acquisition LP [Member] | |||
Current assets | 0 | $ 0 | |
Non-current assets | 106,885 | 111,200 | |
Current liabilities | 0 | 0 | |
Non-current liabilities | 0 | 0 | |
Net assets | 106,885 | 111,200 | |
CC Pharma Nordic ApS [Member] | |||
Current assets | 254 | 485 | |
Non-current assets | 23 | 158 | |
Current liabilities | (652) | (642) | |
Non-current liabilities | (397) | (410) | |
Net assets | (772) | (409) | |
Aphria Diamond [Member] | |||
Current assets | 24,207 | 20,546 | |
Non-current assets | 142,007 | 152,786 | |
Current liabilities | (10,547) | (63,196) | |
Non-current liabilities | (124,635) | (29,653) | |
Net assets | 31,032 | 80,483 | |
ColCanna S.A.S. [Member] | |||
Current assets | 152 | 193 | |
Non-current assets | 37,914 | 93,891 | |
Current liabilities | (35) | (53) | |
Non-current liabilities | (6,439) | (6,537) | |
Net assets | 31,592 | 87,494 | |
Subsidiaries [Member] | |||
Current assets | 24,613 | 21,224 | |
Non-current assets | 286,829 | 358,035 | |
Current liabilities | (11,234) | (63,891) | |
Non-current liabilities | (131,471) | (36,600) | |
Net assets | $ 168,737 | $ 278,768 |
Note 16 - Non-controlling Int_4
Note 16 - Non-controlling Interests - Summary of Income Statement Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Nov. 30, 2022 | Aug. 31, 2022 | Nov. 30, 2021 | Aug. 31, 2021 | Nov. 30, 2022 | Nov. 30, 2021 | |
Net (loss) income | $ (61,635) | $ 5,797 | $ (127,429) | $ (28,807) | ||
Other comprehensive (loss) income | (42,240) | (48,672) | (105,057) | (150,093) | ||
Net comprehensive (loss) income | (103,875) | $ (128,611) | (42,875) | $ (136,025) | (232,486) | (178,900) |
Comprehensive (loss) income attributable to NCI | $ 7,311 | $ (1,022) | 11,150 | 6,023 | ||
Subsidiaries [Member] | ||||||
Revenue | 65,545 | 53,237 | ||||
Total expenses | 88,769 | 27,003 | ||||
Net (loss) income | (23,224) | 26,234 | ||||
Other comprehensive (loss) income | (12,548) | (23,268) | ||||
Net comprehensive (loss) income | (35,772) | 2,966 | ||||
Comprehensive (loss) income attributable to NCI | 5,094 | 6,023 | ||||
Additional income attributable to NCI | 6,056 | |||||
Net comprehensive (loss) income attributable to NCI | 11,150 | |||||
Superhero Acquisition LP [Member] | ||||||
Revenue | 0 | 0 | ||||
Total expenses | (7,006) | 0 | ||||
Net (loss) income | 7,006 | 0 | ||||
Other comprehensive (loss) income | (11,321) | (16,357) | ||||
Net comprehensive (loss) income | $ (4,315) | $ (16,357) | ||||
Non-controlling interest % | 32% | 32% | 32% | 32% | ||
Comprehensive (loss) income attributable to NCI | $ (1,381) | $ (5,234) | ||||
Additional income attributable to NCI | 0 | |||||
Net comprehensive (loss) income attributable to NCI | (1,381) | |||||
CC Pharma Nordic ApS [Member] | ||||||
Revenue | 108 | 136 | ||||
Total expenses | 471 | 178 | ||||
Net (loss) income | (363) | (42) | ||||
Other comprehensive (loss) income | 0 | 26 | ||||
Net comprehensive (loss) income | $ (363) | $ (16) | ||||
Non-controlling interest % | 25% | 25% | 25% | 25% | ||
Comprehensive (loss) income attributable to NCI | $ (91) | $ (4) | ||||
Additional income attributable to NCI | 0 | |||||
Net comprehensive (loss) income attributable to NCI | (91) | |||||
Aphria Diamond [Member] | ||||||
Revenue | 65,437 | 53,101 | ||||
Total expenses | 39,039 | 26,367 | ||||
Net (loss) income | 26,398 | 26,734 | ||||
Other comprehensive (loss) income | (1,590) | (2,817) | ||||
Net comprehensive (loss) income | $ 24,808 | $ 23,917 | ||||
Non-controlling interest % | 49% | 49% | 49% | 49% | ||
Comprehensive (loss) income attributable to NCI | $ 12,156 | $ 11,719 | ||||
Additional income attributable to NCI | 6,056 | |||||
Net comprehensive (loss) income attributable to NCI | 18,212 | |||||
ColCanna S.A.S. [Member] | ||||||
Revenue | 0 | 0 | ||||
Total expenses | 56,265 | 458 | ||||
Net (loss) income | (56,265) | (458) | ||||
Other comprehensive (loss) income | 363 | (4,120) | ||||
Net comprehensive (loss) income | $ (55,902) | $ (4,578) | ||||
Non-controlling interest % | 10% | 10% | 10% | 10% | ||
Comprehensive (loss) income attributable to NCI | $ (5,590) | $ (458) | ||||
Additional income attributable to NCI | 0 | |||||
Net comprehensive (loss) income attributable to NCI | $ (5,590) |
Note 17 - Income Taxes (Details
Note 17 - Income Taxes (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Nov. 30, 2022 | Nov. 30, 2021 | Nov. 30, 2022 | Nov. 30, 2021 | |
Income Tax Expense (Benefit), Total | $ (11,713) | $ (5,671) | $ (4,502) | $ (909) |
Note 18 - Commitments and Con_3
Note 18 - Commitments and Contingencies (Details Textual) - Tilray Brands, Inc. Reorganization Litigation (Delaware, New York) Special Litigation Committee [Member] - USD ($) $ in Millions | Feb. 27, 2023 | Jul. 15, 2022 |
Litigation Settlement, Amount Awarded from Other Party | $ 26.9 | |
Forecast [Member] | ||
Litigation Settlement, Amount Awarded from Other Party | $ 39.9 |
Note 18 - Commitments and Con_4
Note 18 - Commitments and Contingencies - Schedule of Commitments (Details) - USD ($) $ in Thousands | Nov. 30, 2022 | May 31, 2022 |
Total | $ 655,362 | |
Total, 2023 | 235,890 | |
Total, 2024 | 334,861 | |
Total, 2025 | 41,074 | |
Total, 2026 | 4,982 | |
Total, thereafter | 36,743 | |
Material Purchase Obligations [Member] | ||
Purchase obligations, total | 26,878 | |
Purchase obligations, 2023 | 19,946 | |
Purchase obligations, 2024 | 5,515 | |
Purchase obligations, 2025 | 840 | |
Purchase obligations, 2026 | 239 | |
Purchase obligations, thereafter | 338 | |
Capital Addition Purchase Commitments [Member] | ||
Purchase obligations, total | 5,433 | |
Purchase obligations, 2023 | 5,433 | |
Purchase obligations, 2024 | 0 | |
Purchase obligations, 2025 | 0 | |
Purchase obligations, 2026 | 0 | |
Purchase obligations, thereafter | 0 | |
Long-term Debt, Excluding Convertible Debentures [Member] | ||
Long-term debt repayment | 173,981 | $ 187,152 |
Long-term debt repayment, 2023 | 20,681 | |
Long-term debt repayment, 2024 | 70,106 | |
Long-term debt repayment, 2025 | 40,234 | |
Long-term debt repayment, 2026 | 4,743 | |
Long-term debt repayment, thereafter | 36,405 | |
Convertible Debt [Member] | ||
Long-term debt repayment | 449,070 | |
Long-term debt repayment, 2023 | 189,830 | |
Long-term debt repayment, 2024 | 259,240 | |
Long-term debt repayment, 2025 | 0 | |
Long-term debt repayment, 2026 | 0 | |
Long-term debt repayment, thereafter | $ 0 |
Note 18 - Commitments and Con_5
Note 18 - Commitments and Contingencies - Future Undiscounted Payment Associated with Lease Liabilities (Details) $ in Thousands | Nov. 30, 2022 USD ($) |
2023 | $ 4,086 |
2024 | 2,971 |
2025 | 3,148 |
2026 | 3,038 |
Thereafter | 5,369 |
Total minimum lease payments | 18,612 |
Imputed interest | (2,637) |
Obligations recognized | $ 15,975 |
Note 19 - Net Revenue (Details
Note 19 - Net Revenue (Details Textual) | 6 Months Ended |
Nov. 30, 2022 | |
Number of Operating Segments | 4 |
Note 19 - Net Revenue - Compone
Note 19 - Net Revenue - Components of Net Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Nov. 30, 2022 | Nov. 30, 2021 | Nov. 30, 2022 | Nov. 30, 2021 | |
Net revenue | $ 144,136 | $ 155,153 | $ 297,347 | $ 323,176 |
Cannabis Segment [Member] | ||||
Excise taxes | (16,798) | (14,654) | (33,917) | (34,138) |
Net revenue | 49,898 | 58,775 | 108,468 | 129,224 |
Beverage Alcohol Business [Member] | ||||
Excise taxes | (2,010) | (837) | (3,219) | (1,859) |
Net revenue | 21,395 | 13,707 | 42,049 | 29,168 |
Revenue | 23,405 | 14,544 | 45,268 | 31,027 |
Distribution Business [Member] | ||||
Net revenue | 60,188 | 68,869 | 120,773 | 136,055 |
Wellness Business [Member] | ||||
Net revenue | $ 12,655 | $ 13,802 | $ 26,057 | $ 28,729 |
Note 20 - Cost of Goods Sold -
Note 20 - Cost of Goods Sold - Components of Cost of Goods Sold (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Nov. 30, 2022 | Nov. 30, 2021 | Nov. 30, 2022 | Nov. 30, 2021 | |
Cost of goods sold | $ 104,012 | $ 122,387 | $ 208,609 | $ 239,455 |
Cannabis Segment [Member] | ||||
Cost of goods sold | 31,335 | 45,259 | 60,196 | 85,450 |
Beverage Alcohol Business [Member] | ||||
Cost of goods sold | 11,420 | 5,921 | 22,269 | 12,583 |
Distribution Business [Member] | ||||
Cost of goods sold | 52,495 | 61,237 | 107,479 | 120,527 |
Wellness Business [Member] | ||||
Cost of goods sold | $ 8,762 | $ 9,970 | $ 18,665 | $ 20,895 |
Note 21 - General and Adminis_3
Note 21 - General and Administrative Expenses - Components of General and Administrative Expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Nov. 30, 2022 | Nov. 30, 2021 | Nov. 30, 2022 | Nov. 30, 2021 | |
Executive compensation | $ 3,050 | $ 2,237 | $ 6,605 | $ 5,327 |
Office and general | 8,982 | 5,003 | 14,811 | 17,743 |
Salaries and wages | 10,151 | 8,149 | 24,786 | 23,460 |
Share-Based Payment Arrangement, Expense | 10,943 | 8,253 | 20,136 | 17,670 |
Insurance | 2,726 | 4,995 | 5,429 | 9,626 |
Professional fees | 1,730 | 3,355 | 4,220 | 6,068 |
Loss on sale of capital assets | 2,131 | 203 | 2,208 | 230 |
Travel and accommodation | 1,219 | 982 | 2,380 | 1,774 |
Rent | 740 | 292 | 1,605 | 1,058 |
Total | $ 41,672 | $ 33,469 | $ 82,180 | $ 82,956 |
Note 22 - Non-operating Incom_3
Note 22 - Non-operating Income (Expense) - Components of Non-operating Income (Expense) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Nov. 30, 2022 | Nov. 30, 2021 | Nov. 30, 2022 | Nov. 30, 2021 | |
Change in fair value of convertible debenture | $ (12,698) | $ 56,353 | $ (20,582) | $ 95,723 |
Change in fair value of warrant liability | 37 | 20,178 | 1,585 | 37,713 |
Foreign exchange loss | 907 | (10,180) | (24,666) | (15,904) |
Loss on long-term investments | (596) | (1,833) | (1,604) | (3,508) |
Other non-operating (losses) gains, net | (6,100) | 1,077 | (6,175) | 1,268 |
Total | $ (18,450) | $ 65,595 | $ (51,442) | $ 115,292 |
Note 23 - Fair Value Measurem_3
Note 23 - Fair Value Measurements (Details Textual) $ in Thousands | Nov. 30, 2022 USD ($) | May 31, 2022 USD ($) |
Long-Term Debt, Percentage Bearing Fixed Interest, Amount | $ 0 | $ 20,358 |
SweetWater [Member] | Measurement Input, Probability of Achievement [Member] | ||
Business Combination, Contingent Consideration, Liability, Measurement Input | 0.25 | |
SweetWater [Member] | Measurement Input, Discount Rate [Member] | ||
Business Combination, Contingent Consideration, Liability, Measurement Input | 0.05 | |
Acquisition of Montauk Brewing Company, Inc. [Member] | Measurement Input, Probability of Achievement [Member] | ||
Business Combination, Contingent Consideration, Liability, Measurement Input | 0.80 | |
Acquisition of Montauk Brewing Company, Inc. [Member] | Measurement Input, Discount Rate [Member] | ||
Business Combination, Contingent Consideration, Liability, Measurement Input | 0.114 |
Note 23 - Fair Value Measurem_4
Note 23 - Fair Value Measurements - Assets and Liabilities Measured on a Recurring Basis (Details) - USD ($) $ in Thousands | Nov. 30, 2022 | May 31, 2022 | Mar. 31, 2022 |
Equity investments measured at fair value | $ 2,522 | $ 4,347 | |
Contingent consideration | 26,463 | $ 16,007 | |
Fair Value, Recurring [Member] | |||
Cash and cash equivalents | 190,218 | 415,909 | |
Marketable Securities | 243,286 | ||
Convertible notes receivable | 255,310 | 111,200 | |
Equity investments measured at fair value | 8,211 | 10,050 | |
Warrant liability | 12,670 | 14,255 | |
Contingent consideration | 26,463 | 16,007 | |
Total recurring fair value measurements | 434,597 | 290,144 | |
Fair Value, Recurring [Member] | APHA 24 [Member] | |||
APHA 24 Convertible debenture | 223,295 | 216,753 | |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | |||
Cash and cash equivalents | 190,218 | 415,909 | |
Marketable Securities | 243,286 | ||
Convertible notes receivable | 0 | 0 | |
Equity investments measured at fair value | 893 | 1,878 | |
Warrant liability | 0 | 0 | |
Contingent consideration | 0 | 0 | |
Total recurring fair value measurements | 434,397 | 417,787 | |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | APHA 24 [Member] | |||
APHA 24 Convertible debenture | 0 | 0 | |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | |||
Cash and cash equivalents | 0 | 0 | |
Marketable Securities | 0 | ||
Convertible notes receivable | 0 | 0 | |
Equity investments measured at fair value | 1,629 | 2,469 | |
Warrant liability | 0 | 0 | |
Contingent consideration | 0 | 0 | |
Total recurring fair value measurements | 1,629 | 2,469 | |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | APHA 24 [Member] | |||
APHA 24 Convertible debenture | 0 | 0 | |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | |||
Cash and cash equivalents | 0 | 0 | |
Marketable Securities | 0 | ||
Convertible notes receivable | 255,310 | 111,200 | |
Equity investments measured at fair value | 5,689 | 5,703 | |
Warrant liability | 12,670 | 14,255 | |
Contingent consideration | 26,463 | 16,007 | |
Total recurring fair value measurements | (1,429) | (130,112) | |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | APHA 24 [Member] | |||
APHA 24 Convertible debenture | $ 223,295 | $ 216,753 |
Note 23 - Fair Value Measurem_5
Note 23 - Fair Value Measurements - Reconciliation of Level 3 Assets and Liabilities (Details) - Fair Value, Inputs, Level 3 [Member] $ in Thousands | 6 Months Ended |
Nov. 30, 2022 USD ($) | |
Balance | $ (135,815) |
Additions | 154,033 |
Unrealized gain (loss) on fair value | (25,336) |
Balance | (7,118) |
Debt Securities [Member] | |
Balance | (216,753) |
Additions | 0 |
Unrealized gain (loss) on fair value | (6,542) |
Balance | (223,295) |
Long-Term Debt [Member] | APHA 24 [Member] | |
Balance | 111,200 |
Additions | 164,278 |
Unrealized gain (loss) on fair value | (20,168) |
Balance | 255,310 |
Warrant Liability [Member] | |
Balance | (14,255) |
Additions | 0 |
Unrealized gain (loss) on fair value | 1,585 |
Balance | (12,670) |
Contingent Consideration [Member] | |
Balance | (16,007) |
Additions | (10,245) |
Unrealized gain (loss) on fair value | (211) |
Balance | $ (26,463) |
Note 23 - Fair Value Measurem_6
Note 23 - Fair Value Measurements - Inputs Used to Recognize Unrealized Gain (Loss) on Fair Value (Details) | Nov. 30, 2022 |
Valuation Technique, Option Pricing Model [Member] | Measurement Input, Price Volatility [Member] | |
APHA Convertible debentures | 0.70 |
Warrant liability | 0.70 |
Valuation Technique, Option Pricing Model [Member] | Measurement Input, Expected Term [Member] | |
Warrant liability | 0.023 |
Valuation Technique, Option Pricing Model [Member] | Measurement Input, Discount Rate [Member] | Minimum [Member] | |
Convertible notes receivable | 0.20 |
Valuation Technique, Option Pricing Model [Member] | Measurement Input, Discount Rate [Member] | Maximum [Member] | |
Convertible notes receivable | 0.22 |
Valuation Technique, Option Pricing Model [Member] | Measurement Input, Conversion Rate [Member] | Minimum [Member] | |
Convertible notes receivable | 0 |
Valuation Technique, Option Pricing Model [Member] | Measurement Input, Conversion Rate [Member] | Maximum [Member] | |
Convertible notes receivable | 0.60 |
Valuation Technique, Discounted Cash Flow [Member] | Measurement Input, Expected Term [Member] | |
APHA Convertible debentures | 0.015 |
Valuation Technique, Discounted Cash Flow [Member] | Measurement Input, Discount Rate [Member] | Minimum [Member] | |
Contingent consideration | 0.05 |
Valuation Technique, Discounted Cash Flow [Member] | Measurement Input, Discount Rate [Member] | Maximum [Member] | |
Contingent consideration | 0.11 |
Valuation Technique, Discounted Cash Flow [Member] | Measurement Input, Probability of Achievement [Member] | Minimum [Member] | |
Contingent consideration | 0.25 |
Valuation Technique, Discounted Cash Flow [Member] | Measurement Input, Probability of Achievement [Member] | Maximum [Member] | |
Contingent consideration | 0.80 |
Note 24 - Segment Reporting (De
Note 24 - Segment Reporting (Details Textual) | 3 Months Ended | 6 Months Ended | |
Nov. 30, 2022 USD ($) | Nov. 30, 2022 USD ($) | Jul. 12, 2022 USD ($) | |
Number of Reportable Segments | 4 | ||
Advisory Services Agreement With HEXO [Member] | |||
Advisory Services Agreement, Contract Amount | $ 18,000,000 | ||
Advisory Services Agreement With HEXO [Member] | Advisory Services Revenue [Member] | |||
Revenue from Contract with Customer, Including Assessed Tax | $ 7,882 | $ 15,635 |
Note 24 - Segment Reporting - S
Note 24 - Segment Reporting - Schedule of Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Nov. 30, 2022 | Nov. 30, 2021 | Nov. 30, 2022 | Nov. 30, 2021 | |
Net revenue | $ 144,136 | $ 155,153 | $ 297,347 | $ 323,176 |
Cost of goods sold | 104,012 | 122,387 | 208,609 | 239,455 |
Gross Profit | 40,124 | 32,766 | 88,738 | 83,721 |
Cannabis Segment [Member] | ||||
Net revenue | 49,898 | 58,775 | 108,468 | 129,224 |
Cost of goods sold | 31,335 | 45,259 | 60,196 | 85,450 |
Gross Profit | 18,563 | 13,516 | 48,272 | 43,774 |
Excise taxes | (16,798) | (14,654) | (33,917) | (34,138) |
Cannabis Segment [Member] | Medical Cannabis Products [Member] | ||||
Revenue | 6,365 | 7,929 | 12,885 | 16,303 |
Cannabis Segment [Member] | Adult-use Cannabis Products [Member] | ||||
Revenue | 52,390 | 49,535 | 110,745 | 119,128 |
Cannabis Segment [Member] | Wholesale Cannabis Products [Member] | ||||
Revenue | 236 | 2,259 | 628 | 3,959 |
Cannabis Segment [Member] | International Cannabis Products [Member] | ||||
Revenue | 7,705 | 13,706 | 18,127 | 23,972 |
Distribution Business [Member] | ||||
Net revenue | 60,188 | 68,869 | 120,773 | 136,055 |
Cost of goods sold | 52,495 | 61,237 | 107,479 | 120,527 |
Gross Profit | 7,693 | 7,632 | 13,294 | 15,528 |
Beverage Alcohol Business [Member] | ||||
Net revenue | 21,395 | 13,707 | 42,049 | 29,168 |
Cost of goods sold | 11,420 | 5,921 | 22,269 | 12,583 |
Gross Profit | 9,975 | 7,786 | 19,780 | 16,585 |
Revenue | 23,405 | 14,544 | 45,268 | 31,027 |
Excise taxes | (2,010) | (837) | (3,219) | (1,859) |
Wellness Business [Member] | ||||
Net revenue | 12,655 | 13,802 | 26,057 | 28,729 |
Cost of goods sold | 8,762 | 9,970 | 18,665 | 20,895 |
Gross Profit | $ 3,893 | $ 3,832 | $ 7,392 | $ 7,834 |
Note 24 - Segment Reporting - G
Note 24 - Segment Reporting - Geographic Net Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Nov. 30, 2022 | Nov. 30, 2021 | Nov. 30, 2022 | Nov. 30, 2021 | |
Net revenue | $ 144,136 | $ 155,153 | $ 297,347 | $ 323,176 |
North America [Member] | ||||
Net revenue | 76,211 | 72,443 | 158,403 | 162,986 |
EMEA [Member] | ||||
Net revenue | 62,715 | 74,916 | 128,756 | 150,925 |
Rest of World [Member] | ||||
Net revenue | $ 5,210 | $ 7,794 | $ 10,188 | $ 9,265 |
Note 24 - Segment Reporting -_2
Note 24 - Segment Reporting - Geographic Capital Assets (Details) - USD ($) $ in Thousands | Nov. 30, 2022 | May 31, 2022 |
Capital assets | $ 539,124 | $ 587,499 |
North America [Member] | ||
Capital assets | 424,769 | 464,370 |
EMEA [Member] | ||
Capital assets | 111,264 | 119,409 |
Rest of World [Member] | ||
Capital assets | $ 3,091 | $ 3,720 |