Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Feb. 28, 2023 | Apr. 03, 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 | Q3 | |
Document Fiscal Year Focus | 2022 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Feb. 28, 2023 | |
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 | Common Stock, $0.0001 par value per share | |
Trading Symbol | TLRY | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 618,007,938 |
Consolidated Statements of Fina
Consolidated Statements of Financial Position (Current Period Unaudited) - USD ($) $ in Thousands | Feb. 28, 2023 | May 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 164,997 | $ 415,909 |
Marketable Securities | 243,286 | 0 |
Accounts receivable, net | 78,342 | 95,279 |
Inventory | 202,800 | 245,529 |
Prepaids and other current assets | 69,087 | 46,786 |
Total current assets | 758,512 | 803,503 |
Capital assets | 425,263 | 587,499 |
Right-of-use assets | 6,492 | 12,996 |
Intangible assets | 994,325 | 1,277,875 |
Goodwill | 2,005,701 | 2,641,305 |
Interest in equity investees | 4,638 | 4,952 |
Long-term investments | 7,620 | 10,050 |
Convertible notes receivable | 168,356 | 111,200 |
Other assets | 4,993 | 314 |
Total assets | 4,375,900 | 5,449,694 |
Current liabilities | ||
Bank indebtedness | 18,125 | 18,123 |
Accounts payable and accrued liabilities | 163,422 | 157,431 |
Contingent consideration | 16,219 | 16,007 |
Warrant liability | 7,414 | 14,255 |
Current portion of lease liabilities | 2,528 | 6,703 |
Current portion of long-term debt | 77,892 | 67,823 |
Current portion of convertible debentures payable | 184,082 | 0 |
Total current liabilities | 469,682 | 280,342 |
Long - term liabilities | ||
Contingent consideration | 10,596 | 0 |
Lease liabilities | 8,598 | 11,329 |
Long-term debt | 89,419 | 117,879 |
Convertible debentures payable | 223,087 | 401,949 |
Deferred tax liabilities | 164,412 | 196,638 |
Other liabilities | 3,335 | 191 |
Total liabilities | 969,129 | 1,008,328 |
Commitments and contingencies (refer to Note 17) | ||
Stockholders' equity | ||
Common stock ($0.0001 par value; 980,000,000 shares authorized; 617,857,031 and 532,674,887 shares issued and outstanding, respectively) | 62 | 53 |
Series A Preferred Stock ($0.0001 par value; 10,000,000 shares authorized; 120,000 and nil shares issued and outstanding, respectively) | 0 | 0 |
Additional paid-in capital | 5,723,342 | 5,382,367 |
Accumulated other comprehensive loss | (42,948) | (20,764) |
Accumulated Deficit | (2,276,794) | (962,851) |
Total Tilray Brands, Inc. stockholders' equity | 3,403,662 | 4,398,805 |
Non-controlling interests | 3,109 | 42,561 |
Total stockholders' equity | 3,406,771 | 4,441,366 |
Total liabilities and stockholders' equity | $ 4,375,900 | $ 5,449,694 |
Consolidated Statements of Fi_2
Consolidated Statements of Financial Position (Current Period Unaudited) (Parentheticals) - $ / shares | Feb. 28, 2023 | May 31, 2022 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 980,000,000 | 980,000,000 |
Common stock, shares issued (in shares) | 617,857,031 | 532,674,887 |
Common stock, shares outstanding (in shares) | 617,857,031 | 532,674,887 |
Preferred Stock, Par Value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred Stock, Shares Issued (in shares) | 120,000 | 0 |
Preferred Stock, Shares Outstanding (in shares) | 120,000 | 0 |
Consolidated Statements of Loss
Consolidated Statements of Loss and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Feb. 28, 2023 | Feb. 28, 2022 | Feb. 28, 2023 | Feb. 28, 2022 | |
Net revenue | $ 145,589 | $ 151,871 | $ 442,936 | $ 475,047 |
Cost of goods sold | 157,288 | 112,042 | 363,139 | 351,497 |
Gross profit (loss) | (11,699) | 39,829 | 79,797 | 123,550 |
Operating expenses: | ||||
General and administrative | 38,999 | 38,445 | 117,385 | 121,401 |
Selling | 6,452 | 8,641 | 25,792 | 25,283 |
Amortization | 23,518 | 24,590 | 71,872 | 84,345 |
Marketing and promotion | 7,354 | 7,578 | 23,137 | 20,163 |
Research and development | 171 | 164 | 502 | 1,464 |
Change in fair value of contingent consideration | 352 | (30,747) | 563 | (29,065) |
Impairments | 1,115,376 | 0 | 1,115,376 | 0 |
Litigation (recovery) costs | (5,230) | 4,215 | (1,970) | 6,489 |
Restructuring costs | 2,663 | 0 | 10,727 | 795 |
Transaction (income) costs | 5,382 | 5,023 | (3,882) | 35,653 |
Total operating expenses | 1,195,037 | 57,909 | 1,359,502 | 266,528 |
Operating loss | (1,206,736) | (18,080) | (1,279,705) | (142,978) |
Interest expense, net | (1,040) | (2,312) | (8,560) | (22,422) |
Non-operating income (expense), net | 1,213 | 71,037 | (50,229) | 186,329 |
(Loss) income before income taxes | (1,206,563) | 50,645 | (1,338,494) | 20,929 |
Income taxes (benefit) expense | (10,811) | (1,830) | (15,313) | (2,739) |
Net (loss) income | (1,195,752) | 52,475 | (1,323,181) | 23,668 |
Total net income (loss) attributable to: | ||||
Stockholders of Tilray Brands, Inc. | (1,170,998) | 43,190 | (1,313,943) | 1,340 |
Non-controlling interests | (24,754) | 9,285 | (9,238) | 22,328 |
Other comprehensive gain (loss), net of tax | ||||
Foreign currency translation gain (loss) | 6,390 | 18,498 | (78,499) | (114,641) |
Unrealized gain (loss) on convertible notes receivable | 95,345 | (39,296) | 75,177 | (56,250) |
Total other comprehensive gain (loss), net of tax | 101,735 | (20,798) | (3,322) | (170,891) |
Comprehensive (loss) income | (1,094,017) | 31,677 | (1,326,503) | (147,223) |
Total comprehensive income (loss) attributable to: | ||||
Stockholders of Tilray Brands, Inc. | (1,092,491) | 34,605 | (1,336,127) | (150,318) |
Non-controlling interests | $ (1,526) | $ (2,928) | $ 9,624 | $ 3,095 |
Weighted average number of common shares - basic (in shares) | 615,534,670 | 485,668,750 | 597,829,714 | 470,303,170 |
Weighted average number of common shares - diluted (in shares) | 615,534,670 | 488,546,790 | 597,829,714 | 478,050,130 |
Net (loss) income per share - basic (in dollars per share) | $ (1.90) | $ 0.09 | $ (2.20) | $ 0 |
Net (loss) income per share - diluted (in dollars per share) | $ (1.90) | $ 0.09 | $ (2.20) | $ 0 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Superhero Acquisition LP [Member] Common Stock and Preferred Stock [Member] | Superhero Acquisition LP [Member] Additional Paid-in Capital [Member] | Superhero Acquisition LP [Member] AOCI Attributable to Parent [Member] | Superhero Acquisition LP [Member] Retained Earnings [Member] | Superhero Acquisition LP [Member] Noncontrolling Interest [Member] | Superhero Acquisition LP [Member] | Breckenridge [Member] Common Stock and Preferred Stock [Member] | Breckenridge [Member] Additional Paid-in Capital [Member] | Breckenridge [Member] AOCI Attributable to Parent [Member] | Breckenridge [Member] Retained Earnings [Member] | Breckenridge [Member] Noncontrolling Interest [Member] | Breckenridge [Member] | Common Stock and Preferred 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 | (147,223) | |||||||||||||||||
Balance (in shares) at Feb. 28, 2022 | 480,737,533 | |||||||||||||||||
Balance at Feb. 28, 2022 | $ 48 | 5,110,892 | 1,010 | (484,710) | 33,773 | 4,661,013 | ||||||||||||
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 | ||||||||||||
Share issuance - options exercised (in shares) | 190,620 | |||||||||||||||||
Share issuance - options exercised | $ 0 | 778 | 0 | 0 | 0 | 778 | ||||||||||||
Share issuance - RSUs exercised (in shares) | 170,928 | |||||||||||||||||
Share issuance - RSUs exercised | $ 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||
Stock-based compensation | 0 | 9,355 | 0 | 0 | 0 | 9,355 | ||||||||||||
Net comprehensive (loss) income | $ 0 | 0 | (8,585) | 43,190 | (2,928) | 31,677 | ||||||||||||
Share issuance (in shares) | 12,540,479 | |||||||||||||||||
Share issuance | $ 2 | $ 114,066 | $ 0 | $ 0 | $ 0 | $ 114,068 | ||||||||||||
Share issuance - legal settlement (in shares) | 2,743,485 | |||||||||||||||||
Share issuance - legal settlement | $ 0 | 20,000 | 0 | 0 | 0 | 20,000 | ||||||||||||
Share issuance - purchase of capital and intangible assets (in shares) | 1,289,628 | |||||||||||||||||
Share issuance - purchase of capital and intangible assets | $ 0 | 12,146 | 0 | 0 | 0 | 12,146 | ||||||||||||
Balance (in shares) at Feb. 28, 2022 | 480,737,533 | |||||||||||||||||
Balance at Feb. 28, 2022 | $ 48 | 5,110,892 | 1,010 | (484,710) | 33,773 | 4,661,013 | ||||||||||||
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 (in shares) | 33,314,412 | |||||||||||||||||
Shares issued | $ 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 | (1,326,503) | |||||||||||||||||
Balance (in shares) at Feb. 28, 2023 | 617,977,031 | |||||||||||||||||
Balance at Feb. 28, 2023 | $ 62 | 5,723,342 | (42,948) | (2,276,794) | 3,109 | 3,406,771 | ||||||||||||
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 - 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 (in shares) | 1,708,521 | |||||||||||||||||
Shares issued | $ 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 | ||||||||||||
Share issuance - RSUs exercised (in shares) | 487,192 | |||||||||||||||||
Share issuance - RSUs exercised | $ 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||
Stock-based compensation | 0 | 9,630 | 0 | 0 | 0 | 9,630 | ||||||||||||
Net comprehensive (loss) income | $ 0 | 0 | 78,507 | (1,170,998) | (1,526) | (1,094,017) | ||||||||||||
Share issuance - Double Diamond Holdings note (in shares) | 4,188,280 | |||||||||||||||||
Share issuance - Double Diamond Holdings note | $ 1 | 15,912 | 0 | 0 | (8,235) | 7,678 | ||||||||||||
Preferred share issuance (in shares) | 120,000 | |||||||||||||||||
Preferred share issuance | $ 0 | 334 | 0 | 0 | 0 | 334 | ||||||||||||
Balance (in shares) at Feb. 28, 2023 | 617,977,031 | |||||||||||||||||
Balance at Feb. 28, 2023 | $ 62 | $ 5,723,342 | $ (42,948) | $ (2,276,794) | $ 3,109 | $ 3,406,771 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Feb. 28, 2023 | Feb. 28, 2022 | |
Cash used in operating activities: | ||
Net (loss) income | $ (1,323,181) | $ 23,668 |
Adjustments for: | ||
Deferred income tax recovery | (29,537) | (17,296) |
Unrealized foreign exchange loss | 13,711 | 1,699 |
Amortization | 101,156 | 113,824 |
Loss (gain) on sale of capital assets | (2) | (631) |
Inventory valuation write down | 55,000 | 12,000 |
Impairments | 1,115,376 | 0 |
Other non-cash items | 12,933 | 962 |
Stock-based compensation | 29,766 | 27,025 |
Loss (gain) on long-term investments & equity investments | 2,843 | (2,401) |
Loss (gain) on derivative instruments | 13,534 | (210,653) |
Change in fair value of contingent consideration | 563 | (29,065) |
Change in non-cash working capital: | ||
Accounts receivable | 18,053 | (458) |
Prepaids and other current assets | (32,680) | (953) |
Inventory | (11,808) | (16,512) |
Accounts payable and accrued liabilities | (1,419) | (57,947) |
Net cash used in operating activities | (35,692) | (156,738) |
Cash used in investing activities: | ||
Investment in capital and intangible assets | (8,394) | (28,470) |
Proceeds from disposal of capital and intangible assets | 2,175 | 11,526 |
Purchase of marketable securities, net | (243,186) | 0 |
Net cash paid for business acquisition | (28,122) | 326 |
Net cash used in investing activities | (277,527) | (16,618) |
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) | (3,149) |
Proceeds from long-term debt | 1,288 | 0 |
Repayment of long-term debt and convertible debt | (64,658) | (34,570) |
Repayment of lease liabilities | (1,114) | (4,672) |
Net increase in bank indebtedness | 2 | 8,779 |
Net cash provided by (used in) financing activities | 63,922 | (33,612) |
Effect of foreign exchange on cash and cash equivalents | (1,615) | (2,284) |
Net decrease in cash and cash equivalents | (250,912) | (209,252) |
Cash and cash equivalents, beginning of period | 415,909 | 488,466 |
Cash and cash equivalents, end of period | $ 164,997 | $ 279,214 |
Note 1 - Basis of Presentation
Note 1 - Basis of Presentation and Summary of Significant Accounting Policies | 9 Months Ended |
Feb. 28, 2023 | |
Notes to Financial Statements | |
Basis of Presentation and Significant Accounting Policies [Text Block] | Note 1. The accompanying unaudited condensed interim consolidated financial statements (the “financial statements”) reflect the accounts of the Company for the quarterly period ended February 28, 2023. 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 Report. On February 10, 2023, no Marketable Securities We classify term 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 receivable include various investments in which the Company has the right, or potential right to convert the indenture into common stock 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 nine February 28, 2023, Revenue On July 12, 2022, 23 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 2 - Inventory
Note 2 - Inventory | 9 Months Ended |
Feb. 28, 2023 | |
Notes to Financial Statements | |
Inventory Disclosure [Text Block] | Note 2. Inventory consisted of the following: February 28, May 31, 2023 2022 Plants $ 13,566 $ 14,521 Dried cannabis 84,066 116,739 Cannabis trim 591 592 Cannabis derivatives 8,557 24,685 Cannabis vapes 2,631 542 Packaging and other inventory items 17,621 21,691 Wellness inventory 12,797 13,275 Beverage alcohol inventory 30,100 27,840 Distribution inventory 32,871 25,644 Total $ 202,800 $ 245,529 During the three nine February 28, 2023 $nil three nine February 28, 2022. |
Note 3 - Capital Assets
Note 3 - Capital Assets | 9 Months Ended |
Feb. 28, 2023 | |
Notes to Financial Statements | |
Property, Plant and Equipment Disclosure [Text Block] | Note 3. Capital assets consisted of the following: February 28, May 31, 2023 2022 Land $ 29,056 $ 31,882 Production facility 353,630 453,412 Equipment 199,453 254,486 Leasehold improvement 7,764 7,455 Construction in progress 8,909 7,505 $ 598,812 $ 754,740 Less: accumulated amortization (173,549 ) (167,241 ) Total $ 425,263 $ 587,499 The Company recorded non-cash impairments of $81,500 on its production facility in Canada and $22,500 on its equipment for the three nine February 28, 2023, not |
Note 4 - Intangible Assets
Note 4 - Intangible Assets | 9 Months Ended |
Feb. 28, 2023 | |
Notes to Financial Statements | |
Intangible Assets Disclosure [Text Block] | Note 4. Intangible assets consisted of the following items: February 28, May 31, 2023 2022 Customer relationships & distribution channel $ 613,461 $ 617,437 Licenses, permits & applications 367,649 377,897 Non-compete agreements 13,644 12,512 Intellectual property, trademarks, knowhow & brands 585,777 634,997 1,580,531 $ 1,642,843 Less: accumulated amortization (170,362 ) $ (154,124 ) Less: impairments (415,844 ) (210,844 ) Total $ 994,325 $ 1,277,875 The Company recorded non-cash impairments of $110,000 of its customer relationships & distribution channel, $55,000 of its licenses, permits & applications and $40,000 of its intellectual property, trademarks, knowhow & brands for the three nine February 28, 2023, February 28, 2023 May 31, 2022 In calculating the impairment amount, using an income approach, the Company used a discount rate of 13.50%, increased from 11.21% used in the May 31, 2022 May 31, 2022 not May 31, 2022 not Expected future amortization expense for intangible assets as of February 28, 2023 Amortization 2023 (remaining three months) $ 19,443 2024 75,720 2025 72,616 2026 72,616 2027 72,616 Thereafter 499,305 Total $ 812,316 |
Note 5 - Goodwill
Note 5 - Goodwill | 9 Months Ended |
Feb. 28, 2023 | |
Notes to Financial Statements | |
Goodwill Disclosure [Text Block] | Note 5. The following table shows the carrying amount of goodwill by reporting units: February 28, May 31, Reporting Unit 2023 2022 Cannabis $ 2,640,669 $ 2,640,669 Distribution 4,458 4,458 Beverage alcohol 123,325 102,999 Wellness 77,470 77,470 Effect of foreign exchange 2,210 39,640 Impairments (842,431 ) (223,931 ) Total $ 2,005,701 $ 2,641,305 Based upon a combination of factors including a sustained decline in the Company’s market capitalization below the Company’s carrying value, coupled with challenging macro-economic conditions, most particularly the rising interest rate environment and slower than anticipated progress in global cannabis legalization, the Company concluded that it is more likely than not, February 28, 2023. no $603,500 $15,000 three nine February 28, 2023. no In the Company's cannabis goodwill assessment the Company used a discount rate of 13.50%, increased from 11.21% used in the May 31, 2022 May 31, 2022 5 May 31, 2022 1% 1% 5% In the Company's wellness goodwill assessment the Company used a discount rate of 11.80%, increased from 10% used in the May 31, 2022 May 31, 2022 5 May 31, 2022 1% 1% 5% 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 nine February 28, 2022, June 1, 2021. three nine February 28, 2022, June 1, 2021, 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 three February 28, 2023, third $1,031; 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 20,326 Total Assets 56,122 Current liabilities Accounts payable and accrued liabilities 1,580 Long-term liabilities Deferred tax liability 5,437 Other liabilities 3,750 Total liabilities 10,767 Total net assets acquired $ 45,355 Revenue for the Company would have been higher by approximately $3,100 and $12,000 for the three nine February 28, 2023 June 1, 2022. $600 three nine February 28, 2023 June 1, 2022, not |
Note 6 - Convertible Notes Rece
Note 6 - Convertible Notes Receivable | 9 Months Ended |
Feb. 28, 2023 | |
Notes to Financial Statements | |
Loans, Notes, Trade and Other Receivables Disclosure [Text Block] | Note 6. Convertible notes receivable is comprised of the following: February 28, May 31, 2023 2022 HEXO Convertible Note $ 93,675 $ - MedMen Convertible Note 74,681 111,200 Total convertible notes receivable 168,356 111,200 Deduct - current portion - - Total convertible notes receivable, non current portion $ 168,356 $ 111,200 HEXO Corp. ("HEXO") On July 12, 2022, 11 ) 2 $0.0001 July 12, 2023 May 1, 2026. second CAD$5.60 twenty December 19, 2022, CAD$0.40 CAD$5.60 14:1 first All third three nine February 28, 2023 three nine February 28, 2023. 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. February 28, 2023 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%; 30%; 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 23 MedMen Enterprises Inc. ( MedMen ) On August 31, 2021, may August 17, 2028. During the three nine February 28, 2023 The Company recognized interest income, which is included as part of the convertible debentures in the amount of $3,474 and $10,480 for the three nine February 28, 2023. three nine February 28, 2023, $( three February 28, 2022. 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 7 - Long Term Investments
Note 7 - Long Term Investments | 9 Months Ended |
Feb. 28, 2023 | |
Notes to Financial Statements | |
Investment [Text Block] | Note 7. Long term investments consisted of the following: February 28, May 31, 2023 2022 Equity investments measured at fair value $ 1,972 $ 4,347 Equity investments under measurement alternative 5,648 5,703 Total $ 7,620 $ 10,050 |
Note 8 - Accounts Payable and A
Note 8 - Accounts Payable and Accrued Liabilities | 9 Months Ended |
Feb. 28, 2023 | |
Notes to Financial Statements | |
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | Note 8. Accounts payable and accrued liabilities are comprised of: February 28, May 31, 2023 2022 Trade payables $ 67,065 $ 68,604 Accrued liabilities 68,316 57,497 Accrued payroll and employment related taxes 14,736 17,736 Income taxes payable 9,371 6,150 Accrued interest 3,796 6,772 Other accruals 138 672 Total $ 163,422 $ 157,431 |
Note 9 - Bank Indebtedness
Note 9 - Bank Indebtedness | 9 Months Ended |
Feb. 28, 2023 | |
Notes to Financial Statements | |
Short-Term Debt [Text Block] | Note 9. Aphria Inc., a subsidiary of the Company, has an operating line of credit in the amount of C$1,000 February 28, 2023 not 265 CC Pharma GmbH, a subsidiary of the Company, has three operating lines of credit for €8,000, €3,500, €500 February 28, 2023 €7,663 €12,000. Four Twenty Corporation ( “420” February 28, 2023 420's |
Note 10 - Long-term Debt
Note 10 - Long-term Debt | 9 Months Ended |
Feb. 28, 2023 | |
Notes to Financial Statements | |
Long-Term Debt [Text Block] | Note 10. The following table sets forth the net carrying amount of long-term debt instruments: February 28, May 31, 2023 2022 Credit facility - C$ 66,000 3 10 November 2025 $ 47,630 $ 53,720 Term loan - C$ 25,000 1.00 5 15 194 July 2033 11,322 12,750 Term loan - C$ 25,000 1.50 5 15 190 April 2032 13,447 15,050 Term loan - C$ 1,250 1.50 5 10 12 August 2026 371 462 Mortgage payable - C$ 3,750 1.50 5 20 23 August 2026 2,140 2,327 Term loan ‐ € 5,000 1.79 5 250 December 2023 1,060 1,878 Term loan ‐ € 1,500 1.79 1 100 December 2023 1,064 — Term loan ‐ € 5,000 2.68 5 250 December 2023 1,060 1,878 Term loan ‐ € 1,500 2.00 5 98 April 2025 910 1,219 Term loan ‐ € 1,500 2.00 5 98 June 2025 994 1,307 Mortgage payable - $ 22,635 1.5 10 10 57 October 2030 21,041 21,561 Term loan - $ 100,000 3 2,500 December 2023 67,500 75,000 Carrying amount of long-term debt 168,539 187,152 Unamortized financing fees (1,228 ) (1,450 ) Net carrying amount 167,311 185,702 Less principal portion included in current liabilities (77,892 ) (67,823 ) Total noncurrent portion of long-term debt $ 89,419 $ 117,879 On November 28, 2022, C$66,000. November 28, 2025. C$66,000. As of February 28, 2023 |
Note 11 - Convertible Debenture
Note 11 - Convertible Debentures Payable | 9 Months Ended |
Feb. 28, 2023 | |
Notes to Financial Statements | |
Convertible Debentures [Text Block] | Note 11. The following table sets forth the net carrying amount of the convertible debentures payable: February 28, May 31, 2023 2022 HTI Convertible Note $ 45,762 $ — 5.25 223,087 216,753 5.00 138,320 185,196 Total 407,169 401,949 Deduct - current portion 184,082 - Total convertible debentures payable, non current portion $ 223,087 $ 401,949 HTI Convertible Note February 28, May 31, 2023 2022 4.00 $ 50,000 $ — Unamortized discount (4,238 ) — Net carrying amount $ 45,762 $ — On July 12, 2022, September 1, 2023 6 ) may second 125% July 12, 2022). no 9.99% not APHA 24 February 28, May 31, 2023 2022 5.25 $ 350,000 $ 350,000 Debt settlement (90,760 ) (90,760 ) Fair value adjustment (36,153 ) (42,487 ) Net carrying amount $ 223,087 $ 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 24 TLRY 23 February 28, May 31, 2023 2022 5.00 $ 277,856 $ 277,856 Principal amount paid (138,026 ) (88,026 ) Unamortized discount (1,510 ) (4,634 ) Net carrying amount $ 138,320 $ 185,196 During the nine February 28, 2023, 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 February 28, 2023 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 February 28, 2023 23. three nine February 28, 2023. |
Note 12 - Warrant Liability
Note 12 - Warrant Liability | 9 Months Ended |
Feb. 28, 2023 | |
Notes to Financial Statements | |
Warrants [Text Block] | Note 12. As of February 28, 2023 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 nine February 28, 2023 may may 3 9 1933 not may may may not The Company estimated the fair value of the warrant liability at February 28, 2023 3 Expected volatility is based on both historical and implied volatility of the Company’s common stock. |
Note 13 - Stockholders' Equity
Note 13 - Stockholders' Equity | 9 Months Ended |
Feb. 28, 2023 | |
Notes to Financial Statements | |
Stockholders' Equity Note Disclosure [Text Block] | Note 13. Series A Preferred Stock On February 21, 2023, General; No No may Voting Rights. 2 1 1 1 2 1 2 2 one two The Series A Preferred Stock will be voted, without action by the holder, on any such proposal in the same proportion as shares of Class 2 no Dividends. 2 2 2 No Rank Liquidation. pari passu 2 Automatic Conversion. 5635 1 24 Issued and outstanding As of February 28, 2023, 1 nil 2 During the nine February 28, 2023 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) 15,994,406 shares to settle amounts owed to the non-controlling shareholders of Aphria Diamond in the amount of $59,731. d) 1,683,656 shares for the exercise of various stock-based compensation awards. e) 1,708,521 shares issued to acquire Montauk Brewing Company Inc. During the nine February 28, 2023 a) 120,000 shares to settle amounts owed to the non-controlling shareholders of Aphria Diamond in the amount of $334 The Company maintains stock-based compensation plans as disclosed in our Annual Financial Statements. For the three nine February 28, 2023 three nine February 28, 2022 During the three nine February 28, 2023 nil nil February 28, 2022 nil nil For the three months For the nine months ended February 28, ended February 28, 2023 2022 2023 2022 Stock options $ 20 $ 273 $ 644 $ 4,968 RSUs 9,610 9,082 29,122 22,057 Total $ 9,630 $ 9,355 $ 29,766 $ 27,025 |
Note 14 - Accumulated Other Com
Note 14 - Accumulated Other Comprehensive Income (Loss) | 9 Months Ended |
Feb. 28, 2023 | |
Notes to Financial Statements | |
Comprehensive Income (Loss) Note [Text Block] | Note 14. 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 ) Other comprehensive (loss) reversal (16,838 ) 95,345 78,507 Balance February 28, 2023 $ (42,948 ) $ — $ (42,948 ) |
Note 15 - Non-controlling Inter
Note 15 - Non-controlling Interests | 9 Months Ended |
Feb. 28, 2023 | |
Notes to Financial Statements | |
Noncontrolling Interest Disclosure [Text Block] | Note 15. 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 February 28, 2023 SH CC Pharma Aphria ColCanna February 28, Acquisition Nordic ApS Diamond S.A.S. 2023 Current assets $ — $ 163 $ 94,103 $ 157 $ 94,423 Non-current assets 74,681 — 139,749 3,025 217,455 Current liabilities — (713 ) (13,468 ) (39 ) (14,220 ) Non-current liabilities — (405 ) (176,071 ) (6,455 ) (182,931 ) Net assets $ 74,681 $ (955 ) $ 44,313 $ (3,312 ) $ 114,727 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 93,738 357,882 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 $ 87,341 $ 278,615 Summary of income statement information of the entities in which there is a non-controlling interest for the nine February 28, 2023 SH CC Pharma Aphria ColCanna February 28, Acquisition Nordic ApS Diamond S.A.S. 2023 Revenue $ — $ 126 $ 98,960 $ — $ 99,086 Total expenses 107,297 659 54,285 91,026 253,267 Net (loss) income (107,297 ) (533 ) 44,675 (91,026 ) (154,181 ) Other comprehensive (loss) income 70,778 (13 ) (707 ) 373 70,431 Net comprehensive (loss) income $ (36,519 ) $ (546 ) $ 43,968 $ (90,653 ) $ (83,750 ) Non-controlling interest % 32 % 25 % 49 % 10 % NA Comprehensive (loss) income attributable to NCI (11,686 ) (137 ) 21,544 (9,065 ) 656 Additional income attributable to NCI — — 8,968 — 8,968 Net comprehensive (loss) income attributable to NCI $ (11,686 ) $ (137 ) $ 30,512 $ (9,065 ) $ 9,624 Summary of income statement information of the entities in which there is a non-controlling interest for the nine February 28, 2022 SH CC Pharma Aphria ColCanna February 28, Acquisition Nordic ApS Diamond S.A.S. 2022 Revenue $ — $ 354 $ 88,470 $ — $ 88,824 Total expenses (7,568 ) 431 47,841 (192 ) 40,512 Net (loss) income 7,568 (77 ) 40,629 192 48,312 Other comprehensive (loss) income (55,601 ) 30 (2,509 ) (2,203 ) (60,283 ) Net comprehensive (loss) income $ (48,033 ) $ (47 ) $ 38,120 $ (2,011 ) $ (11,971 ) Non-controlling interest % 32 % 25 % 49 % 10 % NA Net comprehensive (loss) income $ (15,371 ) $ (12 ) $ 18,679 $ (201 ) $ 3,095 |
Note 16 - Income Taxes
Note 16 - Income Taxes | 9 Months Ended |
Feb. 28, 2023 | |
Notes to Financial Statements | |
Income Tax Disclosure [Text Block] | Note 16. 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, amortization of intangibles, 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 $(10,811) and $(15,313) for the three nine February 28, 2023 three nine February 28, 2022 no |
Note 17 - Commitments and Conti
Note 17 - Commitments and Contingencies | 9 Months Ended |
Feb. 28, 2023 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | Note 17. Purchase and other commitments The Company has payments on long-term debt, refer to Note 10 11 Total 2024 2025 2026 2027 Thereafter Long-term debt repayment $ 168,539 $ 77,892 $ 11,157 $ 40,435 $ 4,743 $ 34,312 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 $ 649,920 $ 293,101 $ 275,912 $ 41,275 $ 4,982 $ 34,650 The following table presents the future undiscounted payment associated with lease liabilities as of February 28, 2023 Operating leases 2023 $ 3,979 2024 3,337 2025 3,521 2026 3,417 Thereafter 4,928 Total minimum lease payments $ 19,182 Imputed interest (8,056 ) Obligations recognized $ 11,126 Legal proceedings There have been no November 30, 2022, Class Action Suits and Stockholder Derivative Suits Approved 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 On July 15, 2022, December 20, 2022, not February 27, 2023, 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, Included in Litigation (recovery) costs is $33,000 relating to the SLC Settlement (net of costs) and expense accruals equaling $25,000 to cover various ongoing litigation matters that are probable and estimable, for the three nine February 28, 2023. |
Note 18 - Net Revenue
Note 18 - Net Revenue | 9 Months Ended |
Feb. 28, 2023 | |
Notes to Financial Statements | |
Revenue from Contract with Customer [Text Block] | Note 18. The Company reports its net revenue in four reporting segments: cannabis, distribution, beverage alcohol and wellness. Net revenue is comprised of: For the three months For the nine months ended February 28, ended February 28, 2023 2022 2023 2022 Cannabis revenue $ 61,118 $ 69,178 $ 203,503 $ 232,540 Cannabis excise taxes (13,569 ) (14,133 ) (47,486 ) (48,271 ) Net cannabis revenue 47,549 55,045 156,017 184,269 Beverage alcohol revenue 21,941 20,473 67,209 51,500 Beverage alcohol excise taxes (1,301 ) (876 ) (4,520 ) (2,735 ) Net beverage alcohol revenue 20,640 19,597 62,689 48,765 Distribution revenue 65,385 62,532 186,158 198,587 Wellness revenue 12,015 14,697 38,072 43,426 Total $ 145,589 $ 151,871 $ 442,936 $ 475,047 |
Note 19 - Cost of Goods Sold
Note 19 - Cost of Goods Sold | 9 Months Ended |
Feb. 28, 2023 | |
Notes to Financial Statements | |
Cost of Goods Sold [Text Block] | Note 19. Cost of goods sold is comprised of: For the three months For the nine months ended February 28, ended February 28, 2023 2022 2023 2022 Cannabis costs $ 80,362 $ 37,042 $ 137,800 $ 122,492 Beverage alcohol costs 10,663 8,091 32,932 20,674 Distribution costs 57,964 57,566 165,443 178,093 Wellness costs 8,299 9,343 26,964 30,238 Total $ 157,288 $ 112,042 $ 363,139 $ 351,497 |
Note 20 - General and Administr
Note 20 - General and Administrative Expenses | 9 Months Ended |
Feb. 28, 2023 | |
Notes to Financial Statements | |
General and Administrative Expenses [Text Block] | Note 20. General and administrative expenses are comprised of: For the three months For the nine months ended February 28, ended February 28, 2023 2022 2023 2022 Executive compensation $ 2,754 $ 4,238 $ 9,359 $ 9,565 Office and general 6,799 4,012 20,011 21,755 Salaries and wages 13,621 14,076 38,407 37,536 Stock-based compensation 9,630 9,355 29,766 27,025 Insurance 3,159 4,835 8,588 14,461 Professional fees 1,165 3,601 5,385 9,669 Gain on sale of capital assets (15 ) (861 ) (2 ) (631 ) Insurance proceeds - (4,032 ) - (4,032 ) Travel and accommodation 1,104 1,102 3,484 2,876 Rent 782 2,119 2,387 3,177 Total $ 38,999 $ 38,445 $ 117,385 $ 121,401 |
Note 21 - Non-operating Income
Note 21 - Non-operating Income (Expense) | 9 Months Ended |
Feb. 28, 2023 | |
Notes to Financial Statements | |
Other Nonoperating Income and Expense [Text Block] | Note 21. Non-operating income (expense) is comprised of: For the three months For the nine months ended February 28, ended February 28, 2023 2022 2023 2022 Change in fair value of convertible debenture payable $ 207 $ 56,128 $ (20,375 ) $ 151,851 Change in fair value of warrant liability 5,256 21,089 6,841 58,802 Foreign exchange loss (1,955 ) (2,548 ) (26,621 ) (18,452 ) Loss on long-term investments (925 ) (3,326 ) (2,529 ) (6,834 ) Other non-operating (losses) gains, net (1,370 ) (306 ) (7,545 ) 962 Total $ 1,213 $ 71,037 $ (50,229 ) $ 186,329 Other non-operating (losses) gains, net for the three nine February 28, 2023 |
Note 22 - Fair Value Measuremen
Note 22 - Fair Value Measurements | 9 Months Ended |
Feb. 28, 2023 | |
Notes to Financial Statements | |
Fair Value Disclosures [Text Block] | Note 22. 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 February 28, 2023 $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 February 28, 2023 May 31, 2022 February 28, Level 1 Level 2 Level 3 2023 Financial assets Cash and cash equivalents $ 164,997 $ — $ — $ 164,997 Marketable Securities 243,286 — — 243,286 Convertible notes receivable — — 168,356 168,356 Equity investments measured at fair value 376 1,596 5,648 7,620 Financial liabilities Warrant liability — — (7,414 ) (7,414 ) Contingent consideration — — (26,815 ) (26,815 ) APHA 24 Convertible debenture — — (223,087 ) (223,087 ) Total recurring fair value measurements $ 408,659 $ 1,596 $ (83,312 ) $ 326,943 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 3. 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 2. 1.The 3. The warrants associated with the warrant liability are classified as Level 3 The contingent consideration from the acquisitions of SweetWater and Montauk, due in December 2023 December 2025, 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 167,752 — (10,245 ) — 157,507 Unrealized gain (loss) on fair value 70,779 6,841 (563 ) (6,334 ) 70,723 Impairments (181,375 ) — — — (181,375 ) Balance, February 28, 2023 $ 168,356 $ (7,414 ) $ (26,815 ) $ (223,087 ) $ (88,960 ) 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 Volatility, 70% APHA Convertible debentures Black-Scholes forfeiture rate, 30% expected life (in years) 1.3 Warrant liability Black-Scholes Volatility, 70% expected life (in years) 2.0 Contingent consideration Discounted cash flows Discount rate, 5% - 11% achievement 25% - 80% Convertible notes receivable Black-Scholes Effective interest rate, 17% - 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 23 - Segment Reporting
Note 23 - Segment Reporting | 9 Months Ended |
Feb. 28, 2023 | |
Notes to Financial Statements | |
Segment Reporting Disclosure [Text Block] | Note 23. 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 nine months ended February 28, ended February 28, 2023 2022 2023 2022 Cannabis Net cannabis revenue $ 47,549 $ 55,045 $ 156,017 $ 184,269 Cannabis costs 80,362 37,042 137,800 122,492 Gross profit (loss) (32,813 ) 18,003 18,217 61,777 Distribution Distribution revenue 65,385 62,532 186,158 198,587 Distribution costs 57,964 57,566 165,443 178,093 Gross profit 7,421 4,966 20,715 20,494 Beverage alcohol Net beverage alcohol revenue 20,640 19,597 62,689 48,765 Beverage alcohol costs 10,663 8,091 32,932 20,674 Gross profit 9,977 11,506 29,757 28,091 Wellness Wellness revenue 12,015 14,697 38,072 43,426 Wellness costs 8,299 9,343 26,964 30,238 Gross profit $ 3,716 $ 5,354 $ 11,108 $ 13,188 Channels of Cannabis revenue were as follows: For the three months For the nine months ended February 28, ended February 28, 2023 2022 2023 2022 Revenue from Canadian medical cannabis products $ 6,035 $ 7,050 $ 18,920 $ 23,353 Revenue from Canadian adult-use cannabis products 45,318 43,504 $ 156,063 162,632 Revenue from wholesale cannabis products 58 2,804 $ 686 6,763 Revenue from international cannabis products 9,707 15,820 $ 27,834 39,792 Less excise taxes (13,569 ) (14,133 ) $ (47,486 ) (48,271 ) Total $ 47,549 $ 55,045 $ 156,017 $ 184,269 On July 12, 2022, 6 11 third Included in revenue from Canadian adult-use cannabis is $8,667 and $24,302 of advisory services revenue for the three nine February 28, 2023 Geographic net revenue: For the three months For the nine months ended February 28, ended February 28, 2023 2022 2023 2022 North America $ 70,463 $ 73,234 $ 228,866 $ 236,220 EMEA 71,111 74,671 199,867 225,596 Rest of World 4,015 3,966 14,203 13,231 Total $ 145,589 $ 151,871 $ 442,936 $ 475,047 Geographic capital assets: February 28, May 31, 2023 2022 North America $ 313,233 $ 464,370 EMEA 108,944 119,409 Rest of World 3,086 3,720 Total $ 425,263 $ 587,499 Major customers are defined as customers that each individually account for greater than 10% three nine February 28, 2023 2022 no 10% |
Note 24 - Subsequent Events
Note 24 - Subsequent Events | 9 Months Ended |
Feb. 28, 2023 | |
Notes to Financial Statements | |
Subsequent Events [Text Block] | Note 24. Subsequent Events Charter Amendments On March 16, 2023, 1 2 2 one two Arrangement Agreement with HEXO Corp. On April 10, 2023, |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 9 Months Ended |
Feb. 28, 2023 | |
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 Report. On February 10, 2023, no |
Marketable Securities, Policy [Policy Text Block] | Marketable Securities We classify term 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 receivable include various investments in which the Company has the right, or potential right to convert the indenture into common stock 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 nine February 28, 2023, |
Revenue [Policy Text Block] | Revenue On July 12, 2022, 23 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 2 - Inventory (Tables)
Note 2 - Inventory (Tables) | 9 Months Ended |
Feb. 28, 2023 | |
Notes Tables | |
Schedule of Inventory, Current [Table Text Block] | February 28, May 31, 2023 2022 Plants $ 13,566 $ 14,521 Dried cannabis 84,066 116,739 Cannabis trim 591 592 Cannabis derivatives 8,557 24,685 Cannabis vapes 2,631 542 Packaging and other inventory items 17,621 21,691 Wellness inventory 12,797 13,275 Beverage alcohol inventory 30,100 27,840 Distribution inventory 32,871 25,644 Total $ 202,800 $ 245,529 |
Note 3 - Capital Assets (Tables
Note 3 - Capital Assets (Tables) | 9 Months Ended |
Feb. 28, 2023 | |
Notes Tables | |
Property, Plant and Equipment [Table Text Block] | February 28, May 31, 2023 2022 Land $ 29,056 $ 31,882 Production facility 353,630 453,412 Equipment 199,453 254,486 Leasehold improvement 7,764 7,455 Construction in progress 8,909 7,505 $ 598,812 $ 754,740 Less: accumulated amortization (173,549 ) (167,241 ) Total $ 425,263 $ 587,499 |
Note 4 - Intangible Assets (Tab
Note 4 - Intangible Assets (Tables) | 9 Months Ended |
Feb. 28, 2023 | |
Notes Tables | |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | February 28, May 31, 2023 2022 Customer relationships & distribution channel $ 613,461 $ 617,437 Licenses, permits & applications 367,649 377,897 Non-compete agreements 13,644 12,512 Intellectual property, trademarks, knowhow & brands 585,777 634,997 1,580,531 $ 1,642,843 Less: accumulated amortization (170,362 ) $ (154,124 ) Less: impairments (415,844 ) (210,844 ) Total $ 994,325 $ 1,277,875 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | Amortization 2023 (remaining three months) $ 19,443 2024 75,720 2025 72,616 2026 72,616 2027 72,616 Thereafter 499,305 Total $ 812,316 |
Note 5 - Goodwill (Tables)
Note 5 - Goodwill (Tables) | 9 Months Ended |
Feb. 28, 2023 | |
Notes Tables | |
Schedule of Goodwill [Table Text Block] | February 28, May 31, Reporting Unit 2023 2022 Cannabis $ 2,640,669 $ 2,640,669 Distribution 4,458 4,458 Beverage alcohol 123,325 102,999 Wellness 77,470 77,470 Effect of foreign exchange 2,210 39,640 Impairments (842,431 ) (223,931 ) Total $ 2,005,701 $ 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 20,326 Total Assets 56,122 Current liabilities Accounts payable and accrued liabilities 1,580 Long-term liabilities Deferred tax liability 5,437 Other liabilities 3,750 Total liabilities 10,767 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 6 - Convertible Notes Re_2
Note 6 - Convertible Notes Receivable (Tables) | 9 Months Ended |
Feb. 28, 2023 | |
Notes Tables | |
Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block] | February 28, May 31, 2023 2022 HEXO Convertible Note $ 93,675 $ - MedMen Convertible Note 74,681 111,200 Total convertible notes receivable 168,356 111,200 Deduct - current portion - - Total convertible notes receivable, non current portion $ 168,356 $ 111,200 |
Note 7 - Long Term Investments
Note 7 - Long Term Investments (Tables) | 9 Months Ended |
Feb. 28, 2023 | |
Notes Tables | |
Debt Securities, Trading, and Equity Securities, FV-NI [Table Text Block] | February 28, May 31, 2023 2022 Equity investments measured at fair value $ 1,972 $ 4,347 Equity investments under measurement alternative 5,648 5,703 Total $ 7,620 $ 10,050 |
Note 8 - Accounts Payable and_2
Note 8 - Accounts Payable and Accrued Liabilities (Tables) | 9 Months Ended |
Feb. 28, 2023 | |
Notes Tables | |
Schedule of Accounts Payable and Accrued Liabilities [Table Text Block] | February 28, May 31, 2023 2022 Trade payables $ 67,065 $ 68,604 Accrued liabilities 68,316 57,497 Accrued payroll and employment related taxes 14,736 17,736 Income taxes payable 9,371 6,150 Accrued interest 3,796 6,772 Other accruals 138 672 Total $ 163,422 $ 157,431 |
Note 10 - Long-term Debt (Table
Note 10 - Long-term Debt (Tables) | 9 Months Ended |
Feb. 28, 2023 | |
Notes Tables | |
Schedule of Long-Term Debt Instruments [Table Text Block] | February 28, May 31, 2023 2022 Credit facility - C$ 66,000 3 10 November 2025 $ 47,630 $ 53,720 Term loan - C$ 25,000 1.00 5 15 194 July 2033 11,322 12,750 Term loan - C$ 25,000 1.50 5 15 190 April 2032 13,447 15,050 Term loan - C$ 1,250 1.50 5 10 12 August 2026 371 462 Mortgage payable - C$ 3,750 1.50 5 20 23 August 2026 2,140 2,327 Term loan ‐ € 5,000 1.79 5 250 December 2023 1,060 1,878 Term loan ‐ € 1,500 1.79 1 100 December 2023 1,064 — Term loan ‐ € 5,000 2.68 5 250 December 2023 1,060 1,878 Term loan ‐ € 1,500 2.00 5 98 April 2025 910 1,219 Term loan ‐ € 1,500 2.00 5 98 June 2025 994 1,307 Mortgage payable - $ 22,635 1.5 10 10 57 October 2030 21,041 21,561 Term loan - $ 100,000 3 2,500 December 2023 67,500 75,000 Carrying amount of long-term debt 168,539 187,152 Unamortized financing fees (1,228 ) (1,450 ) Net carrying amount 167,311 185,702 Less principal portion included in current liabilities (77,892 ) (67,823 ) Total noncurrent portion of long-term debt $ 89,419 $ 117,879 |
Note 11 - Convertible Debentu_2
Note 11 - Convertible Debentures Payable (Tables) | 9 Months Ended |
Feb. 28, 2023 | |
Notes Tables | |
Convertible Debt [Table Text Block] | February 28, May 31, 2023 2022 HTI Convertible Note $ 45,762 $ — 5.25 223,087 216,753 5.00 138,320 185,196 Total 407,169 401,949 Deduct - current portion 184,082 - Total convertible debentures payable, non current portion $ 223,087 $ 401,949 February 28, May 31, 2023 2022 4.00 $ 50,000 $ — Unamortized discount (4,238 ) — Net carrying amount $ 45,762 $ — February 28, May 31, 2023 2022 5.25 $ 350,000 $ 350,000 Debt settlement (90,760 ) (90,760 ) Fair value adjustment (36,153 ) (42,487 ) Net carrying amount $ 223,087 $ 216,753 February 28, May 31, 2023 2022 5.00 $ 277,856 $ 277,856 Principal amount paid (138,026 ) (88,026 ) Unamortized discount (1,510 ) (4,634 ) Net carrying amount $ 138,320 $ 185,196 |
Note 13 - Stockholders' Equity
Note 13 - Stockholders' Equity (Tables) | 9 Months Ended |
Feb. 28, 2023 | |
Notes Tables | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Table Text Block] | For the three months For the nine months ended February 28, ended February 28, 2023 2022 2023 2022 Stock options $ 20 $ 273 $ 644 $ 4,968 RSUs 9,610 9,082 29,122 22,057 Total $ 9,630 $ 9,355 $ 29,766 $ 27,025 |
Note 14 - Accumulated Other C_2
Note 14 - Accumulated Other Comprehensive Income (Loss) (Tables) | 9 Months Ended |
Feb. 28, 2023 | |
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 ) Other comprehensive (loss) reversal (16,838 ) 95,345 78,507 Balance February 28, 2023 $ (42,948 ) $ — $ (42,948 ) |
Note 15 - Non-controlling Int_2
Note 15 - Non-controlling Interests (Tables) | 9 Months Ended |
Feb. 28, 2023 | |
Notes Tables | |
Condensed Balance Sheet [Table Text Block] | SH CC Pharma Aphria ColCanna February 28, Acquisition Nordic ApS Diamond S.A.S. 2023 Current assets $ — $ 163 $ 94,103 $ 157 $ 94,423 Non-current assets 74,681 — 139,749 3,025 217,455 Current liabilities — (713 ) (13,468 ) (39 ) (14,220 ) Non-current liabilities — (405 ) (176,071 ) (6,455 ) (182,931 ) Net assets $ 74,681 $ (955 ) $ 44,313 $ (3,312 ) $ 114,727 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 93,738 357,882 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 $ 87,341 $ 278,615 |
Condensed Income Statement [Table Text Block] | SH CC Pharma Aphria ColCanna February 28, Acquisition Nordic ApS Diamond S.A.S. 2023 Revenue $ — $ 126 $ 98,960 $ — $ 99,086 Total expenses 107,297 659 54,285 91,026 253,267 Net (loss) income (107,297 ) (533 ) 44,675 (91,026 ) (154,181 ) Other comprehensive (loss) income 70,778 (13 ) (707 ) 373 70,431 Net comprehensive (loss) income $ (36,519 ) $ (546 ) $ 43,968 $ (90,653 ) $ (83,750 ) Non-controlling interest % 32 % 25 % 49 % 10 % NA Comprehensive (loss) income attributable to NCI (11,686 ) (137 ) 21,544 (9,065 ) 656 Additional income attributable to NCI — — 8,968 — 8,968 Net comprehensive (loss) income attributable to NCI $ (11,686 ) $ (137 ) $ 30,512 $ (9,065 ) $ 9,624 SH CC Pharma Aphria ColCanna February 28, Acquisition Nordic ApS Diamond S.A.S. 2022 Revenue $ — $ 354 $ 88,470 $ — $ 88,824 Total expenses (7,568 ) 431 47,841 (192 ) 40,512 Net (loss) income 7,568 (77 ) 40,629 192 48,312 Other comprehensive (loss) income (55,601 ) 30 (2,509 ) (2,203 ) (60,283 ) Net comprehensive (loss) income $ (48,033 ) $ (47 ) $ 38,120 $ (2,011 ) $ (11,971 ) Non-controlling interest % 32 % 25 % 49 % 10 % NA Net comprehensive (loss) income $ (15,371 ) $ (12 ) $ 18,679 $ (201 ) $ 3,095 |
Note 17 - Commitments and Con_2
Note 17 - Commitments and Contingencies (Tables) | 9 Months Ended |
Feb. 28, 2023 | |
Notes Tables | |
Contractual Obligation, Fiscal Year Maturity [Table Text Block] | Total 2024 2025 2026 2027 Thereafter Long-term debt repayment $ 168,539 $ 77,892 $ 11,157 $ 40,435 $ 4,743 $ 34,312 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 $ 649,920 $ 293,101 $ 275,912 $ 41,275 $ 4,982 $ 34,650 |
Lessee, Operating Lease, Liability, Maturity [Table Text Block] | Operating leases 2023 $ 3,979 2024 3,337 2025 3,521 2026 3,417 Thereafter 4,928 Total minimum lease payments $ 19,182 Imputed interest (8,056 ) Obligations recognized $ 11,126 |
Note 18 - Net Revenue (Tables)
Note 18 - Net Revenue (Tables) | 9 Months Ended |
Feb. 28, 2023 | |
Notes Tables | |
Disaggregation of Revenue [Table Text Block] | For the three months For the nine months ended February 28, ended February 28, 2023 2022 2023 2022 Cannabis revenue $ 61,118 $ 69,178 $ 203,503 $ 232,540 Cannabis excise taxes (13,569 ) (14,133 ) (47,486 ) (48,271 ) Net cannabis revenue 47,549 55,045 156,017 184,269 Beverage alcohol revenue 21,941 20,473 67,209 51,500 Beverage alcohol excise taxes (1,301 ) (876 ) (4,520 ) (2,735 ) Net beverage alcohol revenue 20,640 19,597 62,689 48,765 Distribution revenue 65,385 62,532 186,158 198,587 Wellness revenue 12,015 14,697 38,072 43,426 Total $ 145,589 $ 151,871 $ 442,936 $ 475,047 |
Note 19 - Cost of Goods Sold (T
Note 19 - Cost of Goods Sold (Tables) | 9 Months Ended |
Feb. 28, 2023 | |
Notes Tables | |
Schedule of Cost of Goods Sold [Table Text Block] | For the three months For the nine months ended February 28, ended February 28, 2023 2022 2023 2022 Cannabis costs $ 80,362 $ 37,042 $ 137,800 $ 122,492 Beverage alcohol costs 10,663 8,091 32,932 20,674 Distribution costs 57,964 57,566 165,443 178,093 Wellness costs 8,299 9,343 26,964 30,238 Total $ 157,288 $ 112,042 $ 363,139 $ 351,497 |
Note 20 - General and Adminis_2
Note 20 - General and Administrative Expenses (Tables) | 9 Months Ended |
Feb. 28, 2023 | |
Notes Tables | |
Schedule of General and Administrative Expenses [Table Text Block] | For the three months For the nine months ended February 28, ended February 28, 2023 2022 2023 2022 Executive compensation $ 2,754 $ 4,238 $ 9,359 $ 9,565 Office and general 6,799 4,012 20,011 21,755 Salaries and wages 13,621 14,076 38,407 37,536 Stock-based compensation 9,630 9,355 29,766 27,025 Insurance 3,159 4,835 8,588 14,461 Professional fees 1,165 3,601 5,385 9,669 Gain on sale of capital assets (15 ) (861 ) (2 ) (631 ) Insurance proceeds - (4,032 ) - (4,032 ) Travel and accommodation 1,104 1,102 3,484 2,876 Rent 782 2,119 2,387 3,177 Total $ 38,999 $ 38,445 $ 117,385 $ 121,401 |
Note 21 - Non-operating Incom_2
Note 21 - Non-operating Income (Expense) (Tables) | 9 Months Ended |
Feb. 28, 2023 | |
Notes Tables | |
Schedule of Other Nonoperating Income (Expense) [Table Text Block] | For the three months For the nine months ended February 28, ended February 28, 2023 2022 2023 2022 Change in fair value of convertible debenture payable $ 207 $ 56,128 $ (20,375 ) $ 151,851 Change in fair value of warrant liability 5,256 21,089 6,841 58,802 Foreign exchange loss (1,955 ) (2,548 ) (26,621 ) (18,452 ) Loss on long-term investments (925 ) (3,326 ) (2,529 ) (6,834 ) Other non-operating (losses) gains, net (1,370 ) (306 ) (7,545 ) 962 Total $ 1,213 $ 71,037 $ (50,229 ) $ 186,329 |
Note 22 - Fair Value Measurem_2
Note 22 - Fair Value Measurements (Tables) | 9 Months Ended |
Feb. 28, 2023 | |
Notes Tables | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | February 28, Level 1 Level 2 Level 3 2023 Financial assets Cash and cash equivalents $ 164,997 $ — $ — $ 164,997 Marketable Securities 243,286 — — 243,286 Convertible notes receivable — — 168,356 168,356 Equity investments measured at fair value 376 1,596 5,648 7,620 Financial liabilities Warrant liability — — (7,414 ) (7,414 ) Contingent consideration — — (26,815 ) (26,815 ) APHA 24 Convertible debenture — — (223,087 ) (223,087 ) Total recurring fair value measurements $ 408,659 $ 1,596 $ (83,312 ) $ 326,943 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 167,752 — (10,245 ) — 157,507 Unrealized gain (loss) on fair value 70,779 6,841 (563 ) (6,334 ) 70,723 Impairments (181,375 ) — — — (181,375 ) Balance, February 28, 2023 $ 168,356 $ (7,414 ) $ (26,815 ) $ (223,087 ) $ (88,960 ) |
Fair Value Measurement Inputs and Valuation Techniques [Table Text Block] | Significant Valuation unobservable Financial asset / financial liability technique input Inputs Volatility, 70% APHA Convertible debentures Black-Scholes forfeiture rate, 30% expected life (in years) 1.3 Warrant liability Black-Scholes Volatility, 70% expected life (in years) 2.0 Contingent consideration Discounted cash flows Discount rate, 5% - 11% achievement 25% - 80% Convertible notes receivable Black-Scholes Effective interest rate, 17% - 22% conversion 0% - 60% |
Note 23 - Segment Reporting (Ta
Note 23 - Segment Reporting (Tables) | 9 Months Ended |
Feb. 28, 2023 | |
Notes Tables | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | For the three months For the nine months ended February 28, ended February 28, 2023 2022 2023 2022 Cannabis Net cannabis revenue $ 47,549 $ 55,045 $ 156,017 $ 184,269 Cannabis costs 80,362 37,042 137,800 122,492 Gross profit (loss) (32,813 ) 18,003 18,217 61,777 Distribution Distribution revenue 65,385 62,532 186,158 198,587 Distribution costs 57,964 57,566 165,443 178,093 Gross profit 7,421 4,966 20,715 20,494 Beverage alcohol Net beverage alcohol revenue 20,640 19,597 62,689 48,765 Beverage alcohol costs 10,663 8,091 32,932 20,674 Gross profit 9,977 11,506 29,757 28,091 Wellness Wellness revenue 12,015 14,697 38,072 43,426 Wellness costs 8,299 9,343 26,964 30,238 Gross profit $ 3,716 $ 5,354 $ 11,108 $ 13,188 For the three months For the nine months ended February 28, ended February 28, 2023 2022 2023 2022 Revenue from Canadian medical cannabis products $ 6,035 $ 7,050 $ 18,920 $ 23,353 Revenue from Canadian adult-use cannabis products 45,318 43,504 $ 156,063 162,632 Revenue from wholesale cannabis products 58 2,804 $ 686 6,763 Revenue from international cannabis products 9,707 15,820 $ 27,834 39,792 Less excise taxes (13,569 ) (14,133 ) $ (47,486 ) (48,271 ) Total $ 47,549 $ 55,045 $ 156,017 $ 184,269 |
Revenue from External Customers by Geographic Areas [Table Text Block] | For the three months For the nine months ended February 28, ended February 28, 2023 2022 2023 2022 North America $ 70,463 $ 73,234 $ 228,866 $ 236,220 EMEA 71,111 74,671 199,867 225,596 Rest of World 4,015 3,966 14,203 13,231 Total $ 145,589 $ 151,871 $ 442,936 $ 475,047 |
Long-Lived Assets by Geographic Areas [Table Text Block] | February 28, May 31, 2023 2022 North America $ 313,233 $ 464,370 EMEA 108,944 119,409 Rest of World 3,086 3,720 Total $ 425,263 $ 587,499 |
Note 1 - Basis of Presentatio_2
Note 1 - Basis of Presentation and Summary of Significant Accounting Policies (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Feb. 10, 2023 | Feb. 28, 2023 | Feb. 28, 2023 | |
Incremental Common Shares Attributable to Dilutive Effect of Call Options and Warrants (in shares) | 6,209,000 | 6,209,000 | |
Incremental Common Shares Attributable to Dilutive Effect of Conversion of Debt Securities (in shares) | 36,388,651 | 36,388,651 | |
Restricted Stock Units (RSUs) [Member] | |||
Incremental Common Shares Attributable to Dilutive Effect of Share-Based Payment Arrangements (in shares) | 16,431,876 | 16,431,876 | |
Share-Based Payment Arrangement, Option [Member] | |||
Incremental Common Shares Attributable to Dilutive Effect of Share-Based Payment Arrangements (in shares) | 4,660,046 | 4,660,046 | |
ASG Pharma Ltd. [Member] | |||
Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal | $ 312 |
Note 2 - Inventory (Details Tex
Note 2 - Inventory (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Feb. 28, 2023 | Feb. 28, 2022 | Feb. 28, 2023 | Feb. 28, 2022 | |
Inventory Write-down | $ 55,000 | $ 12,000 | ||
Cannabis [Member] | ||||
Inventory Write-down | $ 55,000 | $ 0 | $ 55,000 | $ 12,000 |
Note 2 - Inventory - Schedule o
Note 2 - Inventory - Schedule of Inventory (Details) - USD ($) $ in Thousands | Feb. 28, 2023 | May 31, 2022 |
Inventory | $ 202,800 | $ 245,529 |
Plants [Member] | ||
Inventory | 13,566 | 14,521 |
Dried Cannabis [Member] | ||
Inventory | 84,066 | 116,739 |
Cannabis Trim [Member] | ||
Inventory | 591 | 592 |
Cannabis Derivatives [Member] | ||
Inventory | 8,557 | 24,685 |
Cannabis Vapes [Member] | ||
Inventory | 2,631 | 542 |
Packaging and Other Inventory Items [Member] | ||
Inventory | 17,621 | 21,691 |
Wellness Inventory [Member] | ||
Inventory | 12,797 | 13,275 |
Beverage Alcohol Inventory [Member] | ||
Inventory | 30,100 | 27,840 |
Distribution Inventory [Member] | ||
Inventory | $ 32,871 | $ 25,644 |
Note 3 - Capital Assets (Detail
Note 3 - Capital Assets (Details Textual) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended |
Feb. 28, 2023 | Feb. 28, 2023 | |
Manufacturing Facility [Member] | CANADA | ||
Impairment, Long-Lived Asset, Held-for-Use, Total | $ 81.5 | $ 81.5 |
Equipment [Member] | ||
Impairment, Long-Lived Asset, Held-for-Use, Total | $ 22.5 | $ 22.5 |
Note 3 - Capital Assets - Sched
Note 3 - Capital Assets - Schedule of Capital Assets (Details) - USD ($) $ in Thousands | Feb. 28, 2023 | May 31, 2022 |
Property, plant and equipment, gross | $ 598,812 | $ 754,740 |
Less: accumulated amortization | (173,549) | (167,241) |
Total | 425,263 | 587,499 |
Land [Member] | ||
Property, plant and equipment, gross | 29,056 | 31,882 |
Manufacturing Facility [Member] | ||
Property, plant and equipment, gross | 353,630 | 453,412 |
Equipment [Member] | ||
Property, plant and equipment, gross | 199,453 | 254,486 |
Leasehold Improvements [Member] | ||
Property, plant and equipment, gross | 7,764 | 7,455 |
Construction in Progress [Member] | ||
Property, plant and equipment, gross | $ 8,909 | $ 7,505 |
Note 4 - Intangible Assets (Det
Note 4 - Intangible Assets (Details Textual) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Feb. 28, 2023 USD ($) | Feb. 28, 2023 USD ($) | May 31, 2022 USD ($) | |
Impairment of Intangible Assets (Excluding Goodwill), Total | $ 415,844 | $ 210,844 | |
Measurement Input, Discount Rate [Member] | |||
Impairment of Intangible Assets, Measurement Input | 0.1350 | 0.1350 | 0.1121 |
Measurement Input, Terminal Growth Rate [Member] | Minimum [Member] | |||
Impairment of Intangible Assets, Measurement Input | 0.02 | ||
Measurement Input, Terminal Growth Rate [Member] | Maximum [Member] | |||
Impairment of Intangible Assets, Measurement Input | 0.05 | ||
Measurement Input, Average Revenue Growth Rate [Member] | Minimum [Member] | |||
Impairment of Intangible Assets, Measurement Input | 0 | ||
Measurement Input, Average Revenue Growth Rate [Member] | Maximum [Member] | |||
Impairment of Intangible Assets, Measurement Input | 0.40 | ||
Measurement Input, Expected Term [Member] | |||
Impairment of Intangible Assets, Measurement Input | 5 | ||
Cash Flows Anticipated With Individual Intangible Assets [Member] | |||
Impairment of Intangible Assets, Measurement Input | 0.46 | ||
Licenses, Permits and Applications [Member] | |||
Indefinite-Lived Intangible Assets (Excluding Goodwill), Ending Balance | $ 182,009 | $ 182,009 | $ 248,411 |
Customer Relationships and Distribution Channel [Member] | |||
Impairment of Intangible Assets (Excluding Goodwill), Total | 110,000 | ||
Licenses, Permits and Applications [Member] | |||
Impairment of Intangible Assets (Excluding Goodwill), Total | 55,000 | 55,000 | |
Intellectual Property, Trademarks, Know How and Brands [Member] | |||
Impairment of Intangible Assets (Excluding Goodwill), Total | $ 40,000 | $ 40,000 |
Note 4 - Intangible Assets - Sc
Note 4 - Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Feb. 28, 2023 | Feb. 28, 2023 | May 31, 2022 | |
Cost | $ 1,580,531 | $ 1,580,531 | $ 1,642,843 |
Less: accumulated amortization | (170,362) | (170,362) | (154,124) |
Less: impairments | (415,844) | (210,844) | |
Total | 994,325 | 994,325 | 1,277,875 |
Customer Relationships and Distribution Channel [Member] | |||
Cost | 613,461 | 613,461 | 617,437 |
Less: impairments | (110,000) | ||
Licenses, Permits and Applications [Member] | |||
Cost | 367,649 | 367,649 | 377,897 |
Less: impairments | (55,000) | (55,000) | |
Noncompete Agreements [Member] | |||
Cost | 13,644 | 13,644 | 12,512 |
Intellectual Property, Trademarks, Know How and Brands [Member] | |||
Cost | 585,777 | 585,777 | $ 634,997 |
Less: impairments | $ (40,000) | $ (40,000) |
Note 4 - Intangible Assets-Sche
Note 4 - Intangible Assets-Schedule of Estimated Amortization Expense (Details) $ in Thousands | Feb. 28, 2023 USD ($) |
2023 (remaining three months) | $ 19,443 |
2024 | 75,720 |
2025 | 72,616 |
2026 | 72,616 |
2027 | 72,616 |
Thereafter | 499,305 |
Total | $ 812,316 |
Note 5 - Goodwill (Details Text
Note 5 - Goodwill (Details Textual) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Nov. 07, 2022 USD ($) shares | Dec. 07, 2021 USD ($) shares | Feb. 28, 2023 USD ($) | Feb. 28, 2022 USD ($) | Feb. 28, 2023 USD ($) | Feb. 28, 2022 USD ($) | May 31, 2022 USD ($) | |
Goodwill, Impairment Loss | $ 842,431 | $ 223,931 | |||||
Goodwill, Ending Balance | $ 2,005,701 | 2,005,701 | 2,641,305 | ||||
Breckenridge [Member] | |||||||
Business Combination, Consideration Transferred, Total | $ 114,068 | ||||||
Goodwill, Ending Balance | 2,797 | ||||||
Business Acquisition, Pro Forma Revenue | 6,000 | 12,000 | |||||
Business Acquisition, Pro Forma Net Income (Loss) | $ (1,500) | $ (3,000) | |||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 114,068 | ||||||
Breckenridge [Member] | Common Class Two [Member] | |||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in shares) | shares | 12,540,479 | ||||||
Acquisition of Montauk Brewing Company, Inc. [Member] | |||||||
Business Combination, Consideration Transferred, Total | $ 35,110 | ||||||
Goodwill, Ending Balance | 20,326 | ||||||
Business Acquisition, Pro Forma Revenue | 3,100 | 12,000 | |||||
Business Acquisition, Pro Forma Net Income (Loss) | (600) | (1,100) | |||||
Payments to Acquire Businesses, Gross | 28,688 | ||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | 6,422 | ||||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | 18,000 | ||||||
Business Combination, Contingent Consideration, Liability, Total | 10,245 | ||||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Other Liabilities | 3,750 | ||||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Deferred Tax Liabilities | (1,031) | ||||||
Goodwill, Purchase Accounting Adjustments | $ 2,719 | ||||||
Acquisition of Montauk Brewing Company, Inc. [Member] | Common Class 2 [Member] | |||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in shares) | shares | 1,708,521 | ||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 6,422 | ||||||
Cannabis Segment [Member] | |||||||
Goodwill, Impairment Loss | 603,500 | ||||||
Goodwill, Impairment Loss, Increase From 1% of Increase in Discount Rate | 300,000 | ||||||
Goodwill, Impairment Loss, Increase From 1% of Decrease in Terminal Growth Rate | 250,000 | ||||||
Goodwill, Impairment Loss, Increase From 5% of Decrease in Average Growth Rate | 200,000 | ||||||
Goodwill, Ending Balance | $ 2,640,669 | $ 2,640,669 | $ 2,640,669 | ||||
Cannabis Segment [Member] | Measurement Input, Discount Rate [Member] | |||||||
Goodwill, Measurement Input | 0.1350 | 0.1350 | 0.1121 | ||||
Cannabis Segment [Member] | Measurement Input, Terminal Growth Rate [Member] | |||||||
Goodwill, Measurement Input | 0.05 | 0.05 | 0.05 | ||||
Cannabis Segment [Member] | Measurement Input, Average Revenue Growth Rate [Member] | |||||||
Goodwill, Measurement Input | 0.40 | 0.40 | 0.46 | ||||
Wellness Business [Member] | |||||||
Goodwill, Impairment Loss | $ 15,000 | ||||||
Goodwill, Impairment Loss, Increase From 1% of Increase in Discount Rate | $ 14,000 | ||||||
Goodwill, Impairment Loss, Increase From 1% of Decrease in Terminal Growth Rate | 10,000 | ||||||
Goodwill, Impairment Loss, Increase From 5% of Decrease in Average Growth Rate | 5,000 | ||||||
Goodwill, Ending Balance | $ 77,470 | $ 77,470 | $ 77,470 | ||||
Wellness Business [Member] | Measurement Input, Discount Rate [Member] | |||||||
Goodwill, Measurement Input | 0.1180 | 0.1180 | 0.10 | ||||
Wellness Business [Member] | Measurement Input, Terminal Growth Rate [Member] | |||||||
Goodwill, Measurement Input | 0.03 | 0.03 | 0.03 | ||||
Wellness Business [Member] | Measurement Input, Average Revenue Growth Rate [Member] | |||||||
Goodwill, Measurement Input | 0.10 | 0.10 | 0.10 |
Note 5 - Goodwill - Carrying Am
Note 5 - Goodwill - Carrying Amount of Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Feb. 28, 2023 | Feb. 28, 2023 | May 31, 2022 | |
Goodwill | $ 2,005,701 | $ 2,005,701 | $ 2,641,305 |
Effect of foreign exchange | 2,210 | 39,640 | |
Impairments | (842,431) | (223,931) | |
Cannabis Segment [Member] | |||
Goodwill | 2,640,669 | 2,640,669 | 2,640,669 |
Impairments | (603,500) | ||
Distribution Business [Member] | |||
Goodwill | 4,458 | 4,458 | 4,458 |
Beverage Alcohol Business [Member] | |||
Goodwill | 123,325 | 123,325 | 102,999 |
Wellness Business [Member] | |||
Goodwill | 77,470 | $ 77,470 | $ 77,470 |
Impairments | $ (15,000) |
Note 5 - Goodwill - Assets Acqu
Note 5 - Goodwill - Assets Acquired and Liabilities Assumed - Double Diamond Distillery (Details) - USD ($) $ in Thousands | Dec. 07, 2021 | Feb. 28, 2023 | May 31, 2022 |
Goodwill | $ 2,005,701 | $ 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 5 - Goodwill - Assets Ac_2
Note 5 - 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 5 - Goodwill - Assets Ac_3
Note 5 - Goodwill - Assets Acquired and Liabilities Assumed - Montauk Brewing Company (Details) - USD ($) $ in Thousands | Nov. 07, 2022 | Feb. 28, 2023 | May 31, 2022 |
Goodwill | $ 2,005,701 | $ 2,641,305 | |
Acquisition of Montauk Brewing Company, Inc. [Member] | |||
Cash | $ 28,688 | ||
Shares | 6,422 | ||
Contingent consideration | 10,245 | ||
Cash and cash equivalents | 1,983 | ||
Accounts receivable | 1,116 | ||
Prepaids and other current assets | 467 | ||
Inventory | 1,570 | ||
Capital assets | 420 | ||
Goodwill | 20,326 | ||
Total Assets | 56,122 | ||
Accounts payable and accrued liabilities | 1,580 | ||
Deferred tax liability | 5,437 | ||
Other liabilities | 3,750 | ||
Total liabilities | 10,767 | ||
Total net assets acquired | 45,355 | ||
Acquisition of Montauk Brewing Company, Inc. [Member] | Customer Relationships [Member] | |||
Definite-lived intangible assets | 16,570 | ||
Acquisition of Montauk Brewing Company, Inc. [Member] | Intellectual Property, Trademarks and Brands [Member] | |||
Definite-lived intangible assets | 12,430 | ||
Acquisition of Montauk Brewing Company, Inc. [Member] | Noncompete Agreements [Member] | |||
Definite-lived intangible assets | $ 1,240 |
Note 5 - Goodwill - Assets Ac_4
Note 5 - 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 6 - Convertible Notes Re_3
Note 6 - Convertible Notes Receivable (Details Textual) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||||||||
Dec. 19, 2022 $ / shares | Jul. 12, 2022 USD ($) shares | Aug. 31, 2021 USD ($) shares | Feb. 28, 2023 USD ($) $ / shares | Feb. 28, 2022 USD ($) | Feb. 28, 2023 USD ($) $ / shares shares | Feb. 28, 2022 USD ($) | Feb. 21, 2023 $ / shares | Dec. 19, 2022 $ / shares | Jul. 12, 2022 $ / shares | May 31, 2022 $ / shares | |
Common Stock, Par or Stated Value Per Share (in CAD per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Superhero Acquisition LP [Member] | |||||||||||
Noncontrolling Interest, Ownership Percentage by Parent | 68% | 68% | 68% | ||||||||
Reverse Stock Split [Member] | HEXO [Member] | |||||||||||
Stockholders' Equity Note, Stock Split, Conversion Ratio | 14 | ||||||||||
HEXO Convertible Notes Receivable [Member] | |||||||||||
Notes Receivable, Interest Rate, Stated Percentage | 5% | ||||||||||
Notes Receivable, Conversion Price (in CAD per share) | (per share) | $ 42 | $ 5.60 | $ 0.40 | ||||||||
Notes Receivable, Redemption Price, Percentage | 115% | ||||||||||
Interest Income, Purchased Receivables | $ 2,171 | $ 5,549 | |||||||||
OCI, Debt Securities, Available-for-Sale, Unrealized Holding Gain (Loss), before Adjustment and Tax | (63,597) | (63,597) | |||||||||
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 | |||||||||
HEXO Convertible Notes Receivable [Member] | Measurement Input, Forfeiture Rate [Member] | |||||||||||
Notes Receivable, Measurement Input | 0.30 | 0.30 | |||||||||
HEXO Convertible Notes Receivable [Member] | Measurement Input, Expected Term [Member] | |||||||||||
Notes Receivable, Measurement Input | 0.0350 | 0.0350 | |||||||||
HEXO Convertible Notes Receivable [Member] | Measurement Input, Price Volatility [Member] | |||||||||||
Notes Receivable, Measurement Input | 0.90 | 0.90 | |||||||||
HEXO Convertible Notes Receivable [Member] | Measurement Input, Expected Dividend Payment [Member] | |||||||||||
Notes Receivable, Measurement Input | 0 | 0 | |||||||||
MM Notes [Member] | |||||||||||
Financing Receivable, before Allowance for Credit Loss, Total | $ 165,799 | ||||||||||
OCI, Debt Securities, Available-for-Sale, Unrealized Holding Gain (Loss), before Adjustment and Tax | $ 82,100 | $ (39,296) | $ 70,779 | $ (56,250) | |||||||
Notes Receivable, LIBOR Floor | 2.50% | ||||||||||
Notes Receivables, Other-than-temporary Impairment Expense | (117,778) | (117,778) | |||||||||
Interest Income, Purchased Convertible Notes Receivables | $ 3,474 | $ 10,480 | |||||||||
MM Notes [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||||||||
Notes Receivable, Interest Rate, Basis Spread on Variable Rate | 6% | ||||||||||
MM Notes [Member] | Measurement Input, Forfeiture Rate [Member] | |||||||||||
Notes Receivable, Measurement Input | 0 | 0.30 | 0.30 | ||||||||
MM Notes [Member] | Measurement Input, Price Volatility [Member] | |||||||||||
Notes Receivable, Measurement Input | 0.70 | ||||||||||
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 | 0.0350 | ||||||||||
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 | ||||||||||
Common Class 2 [Member] | |||||||||||
Common Stock, Par or Stated Value Per Share (in CAD per share) | $ / shares | $ 0.0001 | ||||||||||
Convertible Notes Receivable [Member] | |||||||||||
Financing Receivable, before Allowance for Credit Loss, Total | $ 173,700 | ||||||||||
HEXO Convertible Notes Receivable [Member] | |||||||||||
Notes Receivable, Redemption, Percentage of Principal Amount | 110% | ||||||||||
Asset Acquisition, Consideration Transferred, Total | $ 157,272 | ||||||||||
Asset Acquisition, Debt Issued | $ 50,000 | ||||||||||
Stock Issued During Period, Shares, Purchase of Assets (in shares) | shares | 33,314,412 | ||||||||||
HEXO Convertible Notes Receivable [Member] | Common Class 2 [Member] | |||||||||||
Stock Issued During Period, Shares, Purchase of Assets (in shares) | shares | 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 6 - Convertible Notes Re_4
Note 6 - Convertible Notes Receivable - Schedule of Convertible Notes Receivable (Details) - USD ($) $ in Thousands | Feb. 28, 2023 | May 31, 2022 |
HEXO Convertible Note | $ 168,356 | $ 111,200 |
Deduct - current portion | 0 | 0 |
Total convertible notes receivable, non current portion | 168,356 | 111,200 |
HEXO Convertible Notes Receivable [Member] | ||
HEXO Convertible Note | 93,675 | 0 |
MedMen Convertible Note [Member] | ||
HEXO Convertible Note | $ 74,681 | $ 111,200 |
Note 7 - Long Term Investment_2
Note 7 - Long Term Investments - Schedule of Long-term Investments (Details) - USD ($) $ in Thousands | Feb. 28, 2023 | May 31, 2022 |
Equity investments measured at fair value | $ 1,972 | $ 4,347 |
Equity investments under measurement alternative | 5,648 | 5,703 |
Total | $ 7,620 | $ 10,050 |
Note 8 - Accounts Payable and_3
Note 8 - Accounts Payable and Accrued Liabilities - Schedule of Accounts Payable and Accrued Liabilities (Details) - USD ($) $ in Thousands | Feb. 28, 2023 | May 31, 2022 |
Trade payables | $ 67,065 | $ 68,604 |
Accrued liabilities | 68,316 | 57,497 |
Accrued payroll and employment related taxes | 14,736 | 17,736 |
Income taxes payable | 9,371 | 6,150 |
Accrued interest | 3,796 | 6,772 |
Other accruals | 138 | 672 |
Total | $ 163,422 | $ 157,431 |
Note 9 - Bank Indebtedness (Det
Note 9 - Bank Indebtedness (Details Textual) € in Thousands, $ in Thousands, $ in Millions | 9 Months Ended | ||
Feb. 28, 2023 USD ($) | Feb. 28, 2023 CAD ($) | Feb. 28, 2023 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 | $ 8,125 | € 7,663 | |
Number of Debt Instruments | 3 | 3 | 3 |
Line of Credit Facility, Remaining Borrowing Capacity | € | € 12,000 | ||
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 | € | 8,000 | ||
Operating Line of Credit Two [Member] | CC Pharma GmbH [Member] | |||
Line of Credit Facility, Maximum Borrowing Capacity | € | 3,500 | ||
Operating Line of Credit Three [Member] | CC Pharma GmbH [Member] | |||
Line of Credit Facility, Maximum Borrowing Capacity | € | € 500 |
Note 10 - Long-term Debt (Detai
Note 10 - Long-term Debt (Details Textual) $ in Millions | Nov. 28, 2022 CAD ($) |
Credit Facility Due in November 2022 [Member] | |
Debt Instrument, Face Amount | $ 66 |
Note 10 - Long-term Debt - Net
Note 10 - Long-term Debt - Net Carrying Amount of Long-term Debt Instruments (Details) - USD ($) $ in Thousands | Feb. 28, 2023 | May 31, 2022 |
Credit Facility Due in November 2022 [Member] | ||
Carrying amount of long-term debt | $ 47,630 | $ 53,720 |
Term Loan Due in July 2023 [Member] | ||
Carrying amount of long-term debt | 11,322 | 12,750 |
Term Loan Due in April 2032 [Member] | ||
Carrying amount of long-term debt | 13,447 | 15,050 |
Term Loan Due in August 2026 [Member] | ||
Carrying amount of long-term debt | 371 | 462 |
Mortgage Payable Due in August 2026 [Member] | ||
Carrying amount of long-term debt | 2,140 | 2,327 |
Term Loan Due in December 2023, One [Member] | ||
Carrying amount of long-term debt | 1,060 | 1,878 |
Term Loan Due in December 2023, Two [Member] | ||
Carrying amount of long-term debt | 1,064 | 0 |
Term Loan Due in December 2023, Three [Member] | ||
Carrying amount of long-term debt | 1,060 | 1,878 |
Term Loan Due in April 2025 [Member] | ||
Carrying amount of long-term debt | 910 | 1,219 |
Term Loan Due in June 2025 [Member] | ||
Carrying amount of long-term debt | 994 | 1,307 |
Mortgage Payable Due in October 2030 [Member] | ||
Carrying amount of long-term debt | 21,041 | 21,561 |
Term Loan Due in March 2024 [Member] | ||
Carrying amount of long-term debt | 67,500 | 75,000 |
Long-term Debt, Excluding Convertible Debentures [Member] | ||
Carrying amount of long-term debt | 168,539 | 187,152 |
Unamortized financing fees | (1,228) | (1,450) |
Net carrying amount | 167,311 | 185,702 |
Less principal portion included in current liabilities | (77,892) | (67,823) |
Total noncurrent portion of long-term debt | $ 89,419 | $ 117,879 |
Note 10 - Long-term Debt - Ne_2
Note 10 - Long-term Debt - Net Carrying Amount of Long-term Debt Instruments (Details) (Parentheticals) € in Thousands, $ in Thousands, $ in Thousands | 9 Months Ended | 12 Months Ended | ||||||||
Feb. 28, 2023 USD ($) | Feb. 28, 2023 CAD ($) | Feb. 28, 2023 EUR (€) | May 31, 2022 USD ($) | May 31, 2022 CAD ($) | May 31, 2022 EUR (€) | Feb. 28, 2023 CAD ($) | Feb. 28, 2023 EUR (€) | May 31, 2022 CAD ($) | May 31, 2022 EUR (€) | |
Credit Facility Due in November 2022 [Member] | ||||||||||
Face amount | $ 66,000 | $ 66,000 | ||||||||
Term (Year) | 3 years | 3 years | 3 years | 3 years | 3 years | 3 years | ||||
Amortization period (Year) | 10 years | 10 years | 10 years | 10 years | 10 years | 10 years | ||||
Maturity | Nov. 30, 2025 | Nov. 30, 2025 | Nov. 30, 2025 | Nov. 30, 2025 | Nov. 30, 2025 | Nov. 30, 2025 | ||||
Term Loan Due in July 2023 [Member] | ||||||||||
Face amount | 25,000 | 25,000 | ||||||||
Term (Year) | 5 years | 5 years | 5 years | 5 years | 5 years | 5 years | ||||
Amortization period (Year) | 15 years | 15 years | 15 years | 15 years | 15 years | 15 years | ||||
Maturity | Jul. 31, 2033 | Jul. 31, 2033 | Jul. 31, 2033 | Jul. 31, 2033 | Jul. 31, 2033 | Jul. 31, 2033 | ||||
Periodic payment | $ 194 | $ 194 | ||||||||
Term Loan Due in July 2023 [Member] | Prime Rate [Member] | ||||||||||
Variable rate | 1% | 1% | 1% | 1% | 1% | 1% | ||||
Term Loan Due in April 2032 [Member] | ||||||||||
Face amount | 25,000 | 25,000 | ||||||||
Term (Year) | 5 years | 5 years | 5 years | 5 years | 5 years | 5 years | ||||
Amortization period (Year) | 15 years | 15 years | 15 years | 15 years | 15 years | 15 years | ||||
Maturity | Apr. 30, 2032 | Apr. 30, 2032 | Apr. 30, 2032 | Apr. 30, 2032 | 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% | 1.50% | 1.50% | 1.50% | 1.50% | ||||
Term Loan Due in August 2026 [Member] | ||||||||||
Face amount | 1,250 | 1,250 | ||||||||
Term (Year) | 5 years | 5 years | 5 years | 5 years | 5 years | 5 years | ||||
Amortization period (Year) | 10 years | 10 years | 10 years | 10 years | 10 years | 10 years | ||||
Maturity | Aug. 31, 2026 | Aug. 31, 2026 | Aug. 31, 2026 | Aug. 31, 2026 | 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% | 1.50% | 1.50% | 1.50% | 1.50% | ||||
Mortgage Payable Due in August 2026 [Member] | ||||||||||
Face amount | $ 3,750 | $ 3,750 | ||||||||
Term (Year) | 5 years | 5 years | 5 years | 5 years | 5 years | 5 years | ||||
Amortization period (Year) | 20 years | 20 years | 20 years | 20 years | 20 years | 20 years | ||||
Maturity | Aug. 31, 2026 | Aug. 31, 2026 | Aug. 31, 2026 | Aug. 31, 2026 | 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% | 1.50% | 1.50% | 1.50% | 1.50% | ||||
Term Loan Due in December 2023, One [Member] | ||||||||||
Face amount | € | € 5,000 | € 5,000 | ||||||||
Term (Year) | 5 years | 5 years | 5 years | 5 years | 5 years | 5 years | ||||
Maturity | Dec. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2023 | 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% | 1.79% | 1.79% | 1.79% | 1.79% | ||||
Term Loan Due in December 2023, Two [Member] | ||||||||||
Face amount | € | 1,500 | |||||||||
Term (Year) | 1 year | 1 year | 1 year | |||||||
Maturity | Dec. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2023 | |||||||
Periodic payment | € | € 100 | |||||||||
Term Loan Due in December 2023, Two [Member] | Euro Interbank Offered Rate [Member] | ||||||||||
Variable rate | 1.79% | 1.79% | 1.79% | |||||||
Term Loan Due in December 2023, Three [Member] | ||||||||||
Face amount | € | 5,000 | 5,000 | ||||||||
Term (Year) | 5 years | 5 years | 5 years | 5 years | 5 years | 5 years | ||||
Maturity | Dec. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2023 | 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% | 2.68% | 2.68% | 2.68% | 2.68% | ||||
Term Loan Due in April 2025 [Member] | ||||||||||
Face amount | € | 1,500 | 1,500 | ||||||||
Term (Year) | 5 years | 5 years | 5 years | 5 years | 5 years | 5 years | ||||
Maturity | Apr. 30, 2025 | Apr. 30, 2025 | Apr. 30, 2025 | Apr. 30, 2025 | 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% | 2% | 2% | 2% | 2% | ||||
Term Loan Due in June 2025 [Member] | ||||||||||
Face amount | € | € 1,500 | € 1,500 | ||||||||
Term (Year) | 5 years | 5 years | 5 years | 5 years | 5 years | 5 years | ||||
Maturity | Jun. 30, 2025 | Jun. 30, 2025 | Jun. 30, 2025 | Jun. 30, 2025 | 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% | 2% | 2% | 2% | 2% | ||||
Mortgage Payable Due in October 2030 [Member] | ||||||||||
Face amount | $ 22,635 | $ 22,635 | ||||||||
Term (Year) | 10 years | 10 years | 10 years | 10 years | 10 years | 10 years | ||||
Amortization period (Year) | 10 years | 10 years | 10 years | 10 years | 10 years | 10 years | ||||
Maturity | Oct. 31, 2030 | Oct. 31, 2030 | Oct. 31, 2030 | Oct. 31, 2030 | 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% | 1.50% | 1.50% | 1.50% | 1.50% | ||||
Term Loan Due in March 2024 [Member] | ||||||||||
Face amount | $ 100,000 | $ 100,000 | ||||||||
Term (Year) | 3 years | 3 years | 3 years | 3 years | 3 years | 3 years | ||||
Maturity | Dec. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2023 | ||||
Periodic payment | $ 2,500 | $ 2,500 |
Note 11 - Convertible Debentu_3
Note 11 - Convertible Debentures Payable (Details Textual) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Jul. 12, 2022 USD ($) $ / shares | Feb. 28, 2023 USD ($) $ / shares | Feb. 28, 2023 USD ($) $ / shares | Aug. 31, 2022 USD ($) | 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 | 1,748 | 6,077 | |||
Amortization of Debt Discount (Premium) | $ 630 | 2,169 | |||
TLRY 23 [Member] | Nonoperating Income (Expense) [Member] | |||||
Gain (Loss) on Repurchase of Debt Instrument | $ 191 |
Note 11 - Convertible Debentu_4
Note 11 - Convertible Debentures Payable - Net Carrying Amount of Convertible Debentures (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Feb. 28, 2023 | May 31, 2022 | |
Convertible debentures | $ 407,169 | $ 401,949 |
Convertible debentures | 407,169 | 401,949 |
Deduct - current portion | 184,082 | 0 |
Total convertible debentures payable, non current portion | 223,087 | 401,949 |
HT Investments MA LLC Note [Member] | ||
Convertible debentures | 45,762 | 0 |
Convertible debentures | 45,762 | 0 |
Carrying amount of long-term debt | 50,000 | 0 |
Unamortized discount | (4,238) | 0 |
APHA 24 [Member] | ||
Convertible debentures | 223,087 | 216,753 |
Convertible debentures | 223,087 | 216,753 |
Carrying amount of long-term debt | 350,000 | 350,000 |
Debt settlement | (90,760) | (90,760) |
Fair value adjustment | (36,153) | (42,487) |
TLRY 23 [Member] | ||
Convertible debentures | 138,320 | 185,196 |
Convertible debentures | 138,320 | 185,196 |
Carrying amount of long-term debt | 277,856 | 277,856 |
Unamortized discount | (1,510) | (4,634) |
Debt settlement | $ (138,026) | $ (88,026) |
Note 11 - Convertible Debentu_5
Note 11 - Convertible Debentures Payable - Net Carrying Amount of Convertible Debentures (Details) (Parentheticals) | Feb. 28, 2023 | 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 12 - Warrant Liability (De
Note 12 - Warrant Liability (Details Textual) - $ / shares | Feb. 28, 2023 | May 31, 2022 |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 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) | $ 1.19 | |
Fair Value, Inputs, Level 3 [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||
Warrants and Rights Outstanding, Measurement Input | 0.0394 | |
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 | 2.55 | |
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 | 2.83 |
Note 13 - Stockholders' Equit_2
Note 13 - Stockholders' Equity (Details Textual) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||||
Jul. 12, 2022 $ / shares shares | Feb. 28, 2023 USD ($) $ / shares shares | Nov. 30, 2022 USD ($) | Aug. 31, 2022 USD ($) | Feb. 28, 2022 USD ($) shares | Nov. 30, 2021 USD ($) | Feb. 28, 2023 USD ($) $ / shares shares | Feb. 28, 2022 USD ($) shares | Feb. 21, 2023 $ / shares | May 31, 2022 $ / shares shares | |
Preferred Stock, Votes | 1,000 | |||||||||
Common Stock, Par or Stated Value Per Share (in CAD per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Preferred Stock and Common Stock, Shares Authorized (in shares) | 990,000,000 | 990,000,000 | ||||||||
Common Stock, Shares Authorized (in shares) | 980,000,000 | 980,000,000 | 980,000,000 | |||||||
Common Stock, Shares, Issued (in shares) | 617,857,031 | 617,857,031 | 532,674,887 | |||||||
Common Stock, Shares, Outstanding, Ending Balance (in shares) | 617,857,031 | 617,857,031 | 532,674,887 | |||||||
Preferred Stock, Shares Authorized (in shares) | 10,000,000 | 10,000,000 | 10,000,000 | |||||||
Preferred Stock, Shares Issued (in shares) | 120,000 | 120,000 | 0 | |||||||
Stock Issued During Period, Value, Equity Financing | $ | $ 129,593 | |||||||||
Stock Issued During Period, Value, Settlement of Financing Liability | $ | $ 7,678 | $ 6,474 | $ 5,064 | $ 0 | ||||||
Preferred Stock, Shares Outstanding, Ending Balance (in shares) | 120,000 | 120,000 | 0 | |||||||
Share-Based Payment Arrangement, Expense | $ | $ 9,630 | $ 9,355 | $ 29,766 | $ 27,025 | ||||||
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) | 0 | 0 | 6,004,995 | 69,508 | ||||||
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) | 0 | 0 | 2,634,744 | 1,414,666 | ||||||
HEXO Convertible Notes Receivable [Member] | ||||||||||
Stock Issued During Period, Shares, Purchase of Assets (in shares) | 33,314,412 | |||||||||
Common Class 1 [Member] | ||||||||||
Common Stock, Par or Stated Value Per Share (in CAD per share) | $ / shares | $ 0.0001 | |||||||||
Common Stock, Shares Authorized (in shares) | 243,333,333 | 243,333,333 | ||||||||
Common Stock, Shares, Issued (in shares) | 0 | 0 | ||||||||
Common Stock, Shares, Outstanding, Ending Balance (in shares) | 0 | 0 | ||||||||
Common Class 2 [Member] | ||||||||||
Common Stock, Par or Stated Value Per Share (in CAD per share) | $ / shares | $ 0.0001 | |||||||||
Common Stock, Shares Authorized (in shares) | 736,666,667 | 736,666,667 | ||||||||
Common Stock, Shares, Issued (in shares) | 613,181,559 | 613,181,559 | ||||||||
Common Stock, Shares, Outstanding, Ending Balance (in shares) | 613,181,559 | 613,181,559 | ||||||||
Stock Issued During Period, Shares, Settlement of Financing Liability (in shares) | 15,994,406 | |||||||||
Stock Issued During Period, Value, Settlement of Financing Liability | $ | $ 59,731 | |||||||||
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture, Total (in shares) | 1,683,656 | |||||||||
Common Class 2 [Member] | Acquisition of Montauk Brewing Company, Inc. [Member] | ||||||||||
Stock Issued During Period, Shares, Acquisitions (in shares) | 1,708,521 | |||||||||
Common Class 2 [Member] | HEXO Convertible Notes Receivable [Member] | ||||||||||
Stock Issued During Period, Shares, Purchase of Assets (in shares) | 33,314,412 | |||||||||
Common Class 2 [Member] | At-the-Market Program [Member] | ||||||||||
Stock Issued During Period, Shares, Equity Financing (in shares) | 32,481,149 | |||||||||
Stock Issued During Period, Value, Equity Financing | $ | $ 132,238 | |||||||||
Payments of Stock Issuance Costs | $ | 2,645 | |||||||||
Net Proceeds from Issuance of Common Stock | $ | $ 129,593 | |||||||||
Series A Preferred Stock [Member] | ||||||||||
Preferred Stock, Shares Authorized (in shares) | 10,000,000 | 10,000,000 | ||||||||
Preferred Stock, Shares Issued (in shares) | 120,000 | 120,000 | ||||||||
Stock Issued During Period, Shares, Settlement of Financing Liability (in shares) | 120,000 | |||||||||
Stock Issued During Period, Value, Settlement of Financing Liability | $ | $ 334 |
Note 13 - Stockholders' Equit_3
Note 13 - Stockholders' Equity - Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Feb. 28, 2023 | Feb. 28, 2022 | Feb. 28, 2023 | Feb. 28, 2022 | |
Stock-based compensation expense | $ 9,630 | $ 9,355 | $ 29,766 | $ 27,025 |
Share-Based Payment Arrangement, Option [Member] | ||||
Stock-based compensation expense | 20 | 273 | 644 | 4,968 |
Restricted Stock Units (RSUs) [Member] | ||||
Stock-based compensation expense | $ 9,610 | $ 9,082 | $ 29,122 | $ 22,057 |
Note 14 - Accumulated Other C_3
Note 14 - Accumulated Other Comprehensive Income (Loss) - Components of Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Feb. 28, 2023 | Nov. 30, 2022 | Aug. 31, 2022 | Feb. 28, 2022 | Feb. 28, 2023 | Feb. 28, 2022 | |
Balance | $ 4,483,146 | $ 4,563,182 | $ 4,441,366 | $ 4,472,989 | $ 4,441,366 | $ 4,465,313 |
Other comprehensive loss | 101,735 | (20,798) | (3,322) | (170,891) | ||
Balance | 3,406,771 | 4,483,146 | 4,563,182 | $ 4,661,013 | 3,406,771 | $ 4,661,013 |
Accumulated Foreign Currency Adjustment Attributable to Parent [Member] | ||||||
Balance | (26,110) | (2,030) | 54,413 | 54,413 | ||
Other comprehensive loss | (16,838) | (24,080) | (56,443) | |||
Balance | (42,948) | (26,110) | (2,030) | (42,948) | ||
AOCI, Accumulated Gain (Loss), Debt Securities, Available-for-Sale, Parent [Member] | ||||||
Balance | (95,345) | (77,702) | (75,177) | (75,177) | ||
Other comprehensive loss | 95,345 | (17,643) | (2,525) | |||
Balance | 0 | (95,345) | (77,702) | 0 | ||
Unrealized Loss on Available for Sale Debt Securities [Member] | ||||||
Balance | (121,455) | (79,732) | (20,764) | (20,764) | ||
Other comprehensive loss | 78,507 | (41,723) | (58,968) | |||
Balance | $ (42,948) | $ (121,455) | $ (79,732) | $ (42,948) |
Note 15 - Non-controlling Int_3
Note 15 - Non-controlling Interests (Details Textual) | Feb. 28, 2023 | 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 15 -Non-controlling Intere
Note 15 -Non-controlling Interests - Summary of Balance Sheet Information (Details) - USD ($) $ in Thousands | Feb. 28, 2023 | May 31, 2022 |
Current assets | $ 758,512 | $ 803,503 |
Current liabilities | (469,682) | (280,342) |
Superhero Acquisition LP [Member] | ||
Current assets | 0 | 0 |
Non-current assets | 74,681 | 111,200 |
Current liabilities | 0 | 0 |
Non-current liabilities | 0 | 0 |
Net assets | 74,681 | 111,200 |
CC Pharma Nordic ApS [Member] | ||
Current assets | 163 | 485 |
Non-current assets | 0 | 158 |
Current liabilities | (713) | (642) |
Non-current liabilities | (405) | (410) |
Net assets | (955) | (409) |
Aphria Diamond [Member] | ||
Current assets | 94,103 | 20,546 |
Non-current assets | 139,749 | 152,786 |
Current liabilities | (13,468) | (63,196) |
Non-current liabilities | (176,071) | (29,653) |
Net assets | 44,313 | 80,483 |
ColCanna S.A.S. [Member] | ||
Current assets | 157 | 193 |
Non-current assets | 3,025 | 93,738 |
Current liabilities | (39) | (53) |
Non-current liabilities | (6,455) | (6,537) |
Net assets | (3,312) | 87,341 |
Subsidiaries [Member] | ||
Current assets | 94,423 | 21,224 |
Non-current assets | 217,455 | 357,882 |
Current liabilities | (14,220) | (63,891) |
Non-current liabilities | (182,931) | (36,600) |
Net assets | $ 114,727 | $ 278,615 |
Note 15 - Non-controlling Int_4
Note 15 - Non-controlling Interests - Summary of Income Statement Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Feb. 28, 2023 | Nov. 30, 2022 | Aug. 31, 2022 | Feb. 28, 2022 | Nov. 30, 2021 | Aug. 31, 2021 | Feb. 28, 2023 | Feb. 28, 2022 | |
Net (loss) income | $ (1,195,752) | $ 52,475 | $ (1,323,181) | $ 23,668 | ||||
Other comprehensive (loss) income | 101,735 | (20,798) | (3,322) | (170,891) | ||||
Net comprehensive (loss) income | (1,094,017) | $ (103,875) | $ (128,611) | 31,677 | $ (42,875) | $ (136,025) | (1,326,503) | (147,223) |
Comprehensive (loss) income attributable to NCI | $ (1,526) | $ (2,928) | 9,624 | 3,095 | ||||
Subsidiaries [Member] | ||||||||
Revenue | 99,086 | 88,824 | ||||||
Total expenses | 253,267 | 40,512 | ||||||
Net (loss) income | (154,181) | 48,312 | ||||||
Other comprehensive (loss) income | 70,431 | (60,283) | ||||||
Net comprehensive (loss) income | (83,750) | (11,971) | ||||||
Comprehensive (loss) income attributable to NCI | 656 | 3,095 | ||||||
Additional income attributable to NCI | 8,968 | |||||||
Net comprehensive (loss) income attributable to NCI | 9,624 | |||||||
Superhero Acquisition LP [Member] | ||||||||
Revenue | 0 | 0 | ||||||
Total expenses | 107,297 | (7,568) | ||||||
Net (loss) income | (107,297) | 7,568 | ||||||
Other comprehensive (loss) income | 70,778 | (55,601) | ||||||
Net comprehensive (loss) income | $ (36,519) | $ (48,033) | ||||||
Non-controlling interest % | 32% | 32% | 32% | 32% | ||||
Comprehensive (loss) income attributable to NCI | $ (11,686) | $ (15,371) | ||||||
Additional income attributable to NCI | 0 | |||||||
Net comprehensive (loss) income attributable to NCI | (11,686) | |||||||
CC Pharma Nordic ApS [Member] | ||||||||
Revenue | 126 | 354 | ||||||
Total expenses | 659 | 431 | ||||||
Net (loss) income | (533) | (77) | ||||||
Other comprehensive (loss) income | (13) | 30 | ||||||
Net comprehensive (loss) income | $ (546) | $ (47) | ||||||
Non-controlling interest % | 25% | 25% | 25% | 25% | ||||
Comprehensive (loss) income attributable to NCI | $ (137) | $ (12) | ||||||
Additional income attributable to NCI | 0 | |||||||
Net comprehensive (loss) income attributable to NCI | (137) | |||||||
Aphria Diamond [Member] | ||||||||
Revenue | 98,960 | 88,470 | ||||||
Total expenses | 54,285 | 47,841 | ||||||
Net (loss) income | 44,675 | 40,629 | ||||||
Other comprehensive (loss) income | (707) | (2,509) | ||||||
Net comprehensive (loss) income | $ 43,968 | $ 38,120 | ||||||
Non-controlling interest % | 49% | 49% | 49% | 49% | ||||
Comprehensive (loss) income attributable to NCI | $ 21,544 | $ 18,679 | ||||||
Additional income attributable to NCI | 8,968 | |||||||
Net comprehensive (loss) income attributable to NCI | 30,512 | |||||||
ColCanna S.A.S. [Member] | ||||||||
Revenue | 0 | 0 | ||||||
Total expenses | 91,026 | (192) | ||||||
Net (loss) income | (91,026) | 192 | ||||||
Other comprehensive (loss) income | 373 | (2,203) | ||||||
Net comprehensive (loss) income | $ (90,653) | $ (2,011) | ||||||
Non-controlling interest % | 10% | 10% | 10% | 10% | ||||
Comprehensive (loss) income attributable to NCI | $ (9,065) | $ (201) | ||||||
Additional income attributable to NCI | 0 | |||||||
Net comprehensive (loss) income attributable to NCI | $ (9,065) |
Note 16 - Income Taxes (Details
Note 16 - Income Taxes (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Feb. 28, 2023 | Feb. 28, 2022 | Feb. 28, 2023 | Feb. 28, 2022 | |
Income Tax Expense (Benefit), Total | $ (10,811) | $ (1,830) | $ (15,313) | $ (2,739) |
Note 17 - Commitments and Con_3
Note 17 - Commitments and Contingencies (Details Textual) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Feb. 27, 2023 | Jul. 15, 2022 | Feb. 28, 2023 | Feb. 28, 2023 | |
Loss Contingency Accrual, Ending Balance | $ 25 | $ 25 | ||
Tilray Brands, Inc. Reorganization Litigation (Delaware, New York) Special Litigation Committee [Member] | ||||
Litigation Settlement, Amount Awarded from Other Party | $ 39.9 | $ 26.9 | $ 33 | $ 33 |
Note 17 - Commitments and Con_4
Note 17 - Commitments and Contingencies - Schedule of Commitments (Details) - USD ($) $ in Thousands | Feb. 28, 2023 | May 31, 2022 |
Total | $ 649,920 | |
Total, 2024 | 293,101 | |
Total, 2025 | 275,912 | |
Total, 2026 | 41,275 | |
Total, 2027 | 4,982 | |
Total, thereafter | 34,650 | |
Material Purchase Obligations [Member] | ||
Purchase obligations, total | 26,878 | |
Purchase obligations, 2024 | 19,946 | |
Purchase obligations, 2025 | 5,515 | |
Purchase obligations, 2026 | 840 | |
Purchase obligations, 2027 | 239 | |
Purchase obligations, thereafter | 338 | |
Capital Addition Purchase Commitments [Member] | ||
Purchase obligations, total | 5,433 | |
Purchase obligations, 2024 | 5,433 | |
Purchase obligations, 2025 | 0 | |
Purchase obligations, 2026 | 0 | |
Purchase obligations, 2027 | 0 | |
Purchase obligations, thereafter | 0 | |
Long-term Debt, Excluding Convertible Debentures [Member] | ||
Long-term debt repayment | 168,539 | $ 187,152 |
Long-term debt repayment, 2024 | 77,892 | |
Long-term debt repayment, 2025 | 11,157 | |
Long-term debt repayment, 2026 | 40,435 | |
Long-term debt repayment, 2027 | 4,743 | |
Long-term debt repayment, thereafter | 34,312 | |
Convertible Debt [Member] | ||
Long-term debt repayment | 449,070 | |
Long-term debt repayment, 2024 | 189,830 | |
Long-term debt repayment, 2025 | 259,240 | |
Long-term debt repayment, 2026 | 0 | |
Long-term debt repayment, 2027 | 0 | |
Long-term debt repayment, thereafter | $ 0 |
Note 17 - Commitments and Con_5
Note 17 - Commitments and Contingencies - Future Undiscounted Payment Associated with Lease Liabilities (Details) $ in Thousands | Feb. 28, 2023 USD ($) |
2023 | $ 3,979 |
2024 | 3,337 |
2025 | 3,521 |
2026 | 3,417 |
Thereafter | 4,928 |
Total minimum lease payments | 19,182 |
Imputed interest | (8,056) |
Obligations recognized | $ 11,126 |
Note 18 - Net Revenue (Details
Note 18 - Net Revenue (Details Textual) | 9 Months Ended |
Feb. 28, 2023 | |
Number of Operating Segments | 4 |
Note 18 - Net Revenue - Compone
Note 18 - Net Revenue - Components of Net Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Feb. 28, 2023 | Feb. 28, 2022 | Feb. 28, 2023 | Feb. 28, 2022 | |
Net revenue | $ 145,589 | $ 151,871 | $ 442,936 | $ 475,047 |
Cannabis Segment [Member] | ||||
Excise taxes | (13,569) | (14,133) | (47,486) | (48,271) |
Net revenue | 47,549 | 55,045 | 156,017 | 184,269 |
Beverage Alcohol Business [Member] | ||||
Excise taxes | (1,301) | (876) | (4,520) | (2,735) |
Net revenue | 20,640 | 19,597 | 62,689 | 48,765 |
Revenue | 21,941 | 20,473 | 67,209 | 51,500 |
Distribution Business [Member] | ||||
Net revenue | 65,385 | 62,532 | 186,158 | 198,587 |
Wellness Business [Member] | ||||
Net revenue | $ 12,015 | $ 14,697 | $ 38,072 | $ 43,426 |
Note 19 - Cost of Goods Sold -
Note 19 - Cost of Goods Sold - Components of Cost of Goods Sold (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Feb. 28, 2023 | Feb. 28, 2022 | Feb. 28, 2023 | Feb. 28, 2022 | |
Cost of goods sold | $ 157,288 | $ 112,042 | $ 363,139 | $ 351,497 |
Cannabis Segment [Member] | ||||
Cost of goods sold | 80,362 | 37,042 | 137,800 | 122,492 |
Beverage Alcohol Business [Member] | ||||
Cost of goods sold | 10,663 | 8,091 | 32,932 | 20,674 |
Distribution Business [Member] | ||||
Cost of goods sold | 57,964 | 57,566 | 165,443 | 178,093 |
Wellness Business [Member] | ||||
Cost of goods sold | $ 8,299 | $ 9,343 | $ 26,964 | $ 30,238 |
Note 20 - General and Adminis_3
Note 20 - General and Administrative Expenses - Components of General and Administrative Expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Feb. 28, 2023 | Feb. 28, 2022 | Feb. 28, 2023 | Feb. 28, 2022 | |
Executive compensation | $ 2,754 | $ 4,238 | $ 9,359 | $ 9,565 |
Office and general | 6,799 | 4,012 | 20,011 | 21,755 |
Salaries and wages | 13,621 | 14,076 | 38,407 | 37,536 |
Share-Based Payment Arrangement, Expense | 9,630 | 9,355 | 29,766 | 27,025 |
Insurance | 3,159 | 4,835 | 8,588 | 14,461 |
Professional fees | 1,165 | 3,601 | 5,385 | 9,669 |
Loss (gain) on sale of capital assets | (15) | (861) | (2) | (631) |
Insurance proceeds | 0 | (4,032) | 0 | (4,032) |
Travel and accommodation | 1,104 | 1,102 | 3,484 | 2,876 |
Rent | 782 | 2,119 | 2,387 | 3,177 |
Total | $ 38,999 | $ 38,445 | $ 117,385 | $ 121,401 |
Note 21 - Non-operating Incom_3
Note 21 - Non-operating Income (Expense) - Components of Non-operating Income (Expense) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Feb. 28, 2023 | Feb. 28, 2022 | Feb. 28, 2023 | Feb. 28, 2022 | |
Change in fair value of convertible debenture payable | $ 207 | $ 56,128 | $ (20,375) | $ 151,851 |
Change in fair value of warrant liability | 5,256 | 21,089 | 6,841 | 58,802 |
Foreign exchange loss | (1,955) | (2,548) | (26,621) | (18,452) |
Loss on long-term investments | (925) | (3,326) | (2,529) | (6,834) |
Other non-operating (losses) gains, net | (1,370) | (306) | (7,545) | 962 |
Total | $ 1,213 | $ 71,037 | $ (50,229) | $ 186,329 |
Note 22 - Fair Value Measurem_3
Note 22 - Fair Value Measurements (Details Textual) $ in Thousands | Feb. 28, 2023 USD ($) | May 31, 2022 USD ($) |
Long-Term Debt, Percentage Bearing Fixed Interest, Amount | $ 0 | $ 20,358 |
SweetWater [Member] | Measurement Input, Discount Rate [Member] | ||
Business Combination, Contingent Consideration, Liability, Measurement Input | 0.05 | |
SweetWater [Member] | Measurement Input, Probability of Achievement [Member] | ||
Business Combination, Contingent Consideration, Liability, Measurement Input | 0.25 | |
Acquisition of Montauk Brewing Company, Inc. [Member] | Measurement Input, Discount Rate [Member] | ||
Business Combination, Contingent Consideration, Liability, Measurement Input | 0.114 | |
Acquisition of Montauk Brewing Company, Inc. [Member] | Measurement Input, Probability of Achievement [Member] | ||
Business Combination, Contingent Consideration, Liability, Measurement Input | 0.80 |
Note 22 - Fair Value Measurem_4
Note 22 - Fair Value Measurements - Assets and Liabilities Measured on a Recurring Basis (Details) - USD ($) $ in Thousands | Feb. 28, 2023 | May 31, 2022 |
Equity investments measured at fair value | $ 1,972 | $ 4,347 |
Contingent consideration | 16,219 | 16,007 |
Fair Value, Recurring [Member] | ||
Cash and cash equivalents | 164,997 | 415,909 |
Marketable Securities | 243,286 | |
Convertible notes receivable | 168,356 | 111,200 |
Equity investments measured at fair value | 7,620 | 10,050 |
Warrant liability | 7,414 | 14,255 |
Contingent consideration | 26,815 | 16,007 |
Total recurring fair value measurements | 326,943 | 290,144 |
Fair Value, Recurring [Member] | APHA 24 [Member] | ||
APHA 24 Convertible debenture | 223,087 | 216,753 |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Cash and cash equivalents | 164,997 | 415,909 |
Marketable Securities | 243,286 | |
Convertible notes receivable | 0 | 0 |
Equity investments measured at fair value | 376 | 1,878 |
Warrant liability | 0 | 0 |
Contingent consideration | 0 | 0 |
Total recurring fair value measurements | 408,659 | 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 | 1,596 | 2,469 |
Warrant liability | 0 | 0 |
Contingent consideration | 0 | 0 |
Total recurring fair value measurements | 1,596 | 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 | 168,356 | 111,200 |
Equity investments measured at fair value | 5,648 | 5,703 |
Warrant liability | 7,414 | 14,255 |
Contingent consideration | 26,815 | 16,007 |
Total recurring fair value measurements | (83,312) | (130,112) |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | APHA 24 [Member] | ||
APHA 24 Convertible debenture | $ 223,087 | $ 216,753 |
Note 22 - Fair Value Measurem_5
Note 22 - Fair Value Measurements - Reconciliation of Level 3 Assets and Liabilities (Details) - Fair Value, Inputs, Level 3 [Member] $ in Thousands | 9 Months Ended |
Feb. 28, 2023 USD ($) | |
Balance | $ (135,815) |
Additions | 157,507 |
Unrealized gain (loss) on fair value | 70,723 |
Impairments | (181,375) |
Balance | (88,960) |
Debt Securities [Member] | |
Balance | (216,753) |
Additions | 0 |
Unrealized gain (loss) on fair value | (6,334) |
Impairments | 0 |
Balance | (223,087) |
Long-Term Debt [Member] | APHA 24 [Member] | |
Balance | 111,200 |
Additions | 167,752 |
Unrealized gain (loss) on fair value | 70,779 |
Impairments | (181,375) |
Balance | 168,356 |
Warrant Liability [Member] | |
Balance | (14,255) |
Additions | 0 |
Unrealized gain (loss) on fair value | 6,841 |
Impairments | 0 |
Balance | (7,414) |
Contingent Consideration [Member] | |
Balance | (16,007) |
Additions | (10,245) |
Unrealized gain (loss) on fair value | (563) |
Impairments | 0 |
Balance | $ (26,815) |
Note 22 - Fair Value Measurem_6
Note 22 - Fair Value Measurements - Inputs Used to Recognize Unrealized Gain (Loss) on Fair Value (Details) | Feb. 28, 2023 |
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, Forfeiture Rate [Member] | |
APHA Convertible debentures | 0.30 |
Valuation Technique, Option Pricing Model [Member] | Measurement Input, Expected Term [Member] | |
Warrant liability | 2 |
Valuation Technique, Option Pricing Model [Member] | Measurement Input, Discount Rate [Member] | Minimum [Member] | |
Convertible notes receivable | 0.17 |
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 | 1.3 |
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 23 - Segment Reporting (De
Note 23 - Segment Reporting (Details Textual) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Feb. 28, 2023 USD ($) | Feb. 28, 2023 USD ($) | Jul. 12, 2022 USD ($) | |
Number of Reportable Segments | 4 | ||
Advisory Services Agreement With HEXO [Member] | |||
Advisory Services Agreement, Contract Amount | $ 18,000 | ||
Advisory Services Agreement With HEXO [Member] | Advisory Services Revenue [Member] | |||
Revenue from Contract with Customer, Including Assessed Tax | $ 8,667 | $ 24,302 |
Note 23 - Segment Reporting - S
Note 23 - Segment Reporting - Schedule of Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Feb. 28, 2023 | Feb. 28, 2022 | Feb. 28, 2023 | Feb. 28, 2022 | |
Net revenue | $ 145,589 | $ 151,871 | $ 442,936 | $ 475,047 |
Cost of goods sold | 157,288 | 112,042 | 363,139 | 351,497 |
Gross profit (loss) | (11,699) | 39,829 | 79,797 | 123,550 |
Cannabis Segment [Member] | ||||
Net revenue | 47,549 | 55,045 | 156,017 | 184,269 |
Cost of goods sold | 80,362 | 37,042 | 137,800 | 122,492 |
Gross profit (loss) | (32,813) | 18,003 | 18,217 | 61,777 |
Excise taxes | (13,569) | (14,133) | (47,486) | (48,271) |
Cannabis Segment [Member] | Medical Cannabis Products [Member] | ||||
Revenue | 6,035 | 7,050 | 18,920 | 23,353 |
Cannabis Segment [Member] | Adult-use Cannabis Products [Member] | ||||
Revenue | 45,318 | 43,504 | 156,063 | 162,632 |
Cannabis Segment [Member] | Wholesale Cannabis Products [Member] | ||||
Revenue | 58 | 2,804 | 686 | 6,763 |
Cannabis Segment [Member] | International Cannabis Products [Member] | ||||
Revenue | 9,707 | 15,820 | 27,834 | 39,792 |
Distribution Business [Member] | ||||
Net revenue | 65,385 | 62,532 | 186,158 | 198,587 |
Cost of goods sold | 57,964 | 57,566 | 165,443 | 178,093 |
Gross profit (loss) | 7,421 | 4,966 | 20,715 | 20,494 |
Beverage Alcohol Business [Member] | ||||
Net revenue | 20,640 | 19,597 | 62,689 | 48,765 |
Cost of goods sold | 10,663 | 8,091 | 32,932 | 20,674 |
Gross profit (loss) | 9,977 | 11,506 | 29,757 | 28,091 |
Revenue | 21,941 | 20,473 | 67,209 | 51,500 |
Excise taxes | (1,301) | (876) | (4,520) | (2,735) |
Wellness Business [Member] | ||||
Net revenue | 12,015 | 14,697 | 38,072 | 43,426 |
Cost of goods sold | 8,299 | 9,343 | 26,964 | 30,238 |
Gross profit (loss) | $ 3,716 | $ 5,354 | $ 11,108 | $ 13,188 |
Note 23 - Segment Reporting - G
Note 23 - Segment Reporting - Geographic Net Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Feb. 28, 2023 | Feb. 28, 2022 | Feb. 28, 2023 | Feb. 28, 2022 | |
Net revenue | $ 145,589 | $ 151,871 | $ 442,936 | $ 475,047 |
North America [Member] | ||||
Net revenue | 70,463 | 73,234 | 228,866 | 236,220 |
EMEA [Member] | ||||
Net revenue | 71,111 | 74,671 | 199,867 | 225,596 |
Rest of World [Member] | ||||
Net revenue | $ 4,015 | $ 3,966 | $ 14,203 | $ 13,231 |
Note 23 - Segment Reporting -_2
Note 23 - Segment Reporting - Geographic Capital Assets (Details) - USD ($) $ in Thousands | Feb. 28, 2023 | May 31, 2022 |
Capital assets | $ 425,263 | $ 587,499 |
North America [Member] | ||
Capital assets | 313,233 | 464,370 |
EMEA [Member] | ||
Capital assets | 108,944 | 119,409 |
Rest of World [Member] | ||
Capital assets | $ 3,086 | $ 3,720 |
Note 24 - Subsequent Events (De
Note 24 - Subsequent Events (Details Textual) - $ / shares | Apr. 10, 2023 | Mar. 16, 2023 | Feb. 28, 2023 | Feb. 21, 2023 | May 31, 2022 |
Common Stock, Par or Stated Value Per Share (in CAD per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Preferred Stock, Shares Outstanding, Ending Balance (in shares) | 120,000 | 0 | |||
Subsequent Event [Member] | |||||
Common Stock, Par or Stated Value Per Share (in CAD per share) | $ 0.0001 | ||||
Subsequent Event [Member] | HEXO [Member] | |||||
Arrangement Agreement, Stock Exchange Ratio (Rate) | 43.52% | ||||
Subsequent Event [Member] | Series A Preferred Stock [Member] | |||||
Preferred Stock, Shares Outstanding, Ending Balance (in shares) | 0 |