Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
May 31, 2023 | Jul. 24, 2023 | Nov. 30, 2022 | |
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 | FY | ||
Document Fiscal Year Focus | 2023 | ||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | May 31, 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 Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
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 | ||
ICFR Auditor Attestation Flag | true | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 2,400,000,000 | ||
Entity Common Stock, Shares Outstanding | 703,257,224 | ||
Auditor Name | PricewaterhouseCoopers LLP | ||
Auditor Location | Oakville, Canada | ||
Auditor Firm ID | 271 |
Consolidated Statements of Fina
Consolidated Statements of Financial Position - USD ($) $ in Thousands | May 31, 2023 | May 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 206,632 | $ 415,909 |
Marketable securities | 241,897 | 0 |
Accounts receivable, net | 86,227 | 95,279 |
Inventory | 200,551 | 245,529 |
Prepaids and other current assets | 37,722 | 46,786 |
Total current assets | 773,029 | 803,503 |
Capital assets | 429,667 | 587,499 |
Right-of-use assets | 5,941 | 12,996 |
Intangible assets | 973,785 | 1,277,875 |
Goodwill | 2,008,843 | 2,641,305 |
Interest in equity investees | 4,576 | 4,952 |
Long-term investments | 7,795 | 10,050 |
Convertible notes receivable | 103,401 | 111,200 |
Other assets | 222 | 314 |
Total assets | 4,307,259 | 5,449,694 |
Current liabilities | ||
Bank indebtedness | 23,381 | 18,123 |
Accounts payable and accrued liabilities | 190,682 | 157,431 |
Contingent consideration | 16,218 | 16,007 |
Warrant liability | 1,817 | 14,255 |
Current portion of lease liabilities | 2,423 | 6,703 |
Current portion of long-term debt | 24,080 | 67,823 |
Current portion of convertible debentures payable | 174,378 | 0 |
Total current liabilities | 432,979 | 280,342 |
Long - term liabilities | ||
Contingent consideration | 10,889 | 0 |
Lease liabilities | 7,936 | 11,329 |
Long-term debt | 136,889 | 117,879 |
Convertible debentures payable | 221,044 | 401,949 |
Deferred tax liabilities | 167,364 | 196,638 |
Other liabilities | 215 | 191 |
Total liabilities | 977,316 | 1,008,328 |
Commitments and contingencies (see to Note 27) | ||
Stockholders' equity | ||
Common stock ($0.0001 par value; 990,000,000 shares authorized; 656,655,455 and 532,674,887 shares issued and outstanding, respectively) | 66 | 53 |
Additional paid-in capital | 5,777,743 | 5,382,367 |
Accumulated other comprehensive loss | (46,610) | (20,764) |
Accumulated Deficit | (2,415,507) | (962,851) |
Total Tilray Brands, Inc. stockholders' equity | 3,315,692 | 4,398,805 |
Non-controlling interests | 14,251 | 42,561 |
Total stockholders' equity | 3,329,943 | 4,441,366 |
Total liabilities and stockholders' equity | $ 4,307,259 | $ 5,449,694 |
Consolidated Statements of Fi_2
Consolidated Statements of Financial Position (Parentheticals) - $ / shares | May 31, 2023 | May 31, 2022 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 990,000,000 | 990,000,000 |
Common stock, shares issued (in shares) | 656,655,455 | 532,674,887 |
Common stock, shares outstanding (in shares) | 656,655,455 | 532,674,887 |
Consolidated Statements of Loss
Consolidated Statements of Loss and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
May 31, 2023 | May 31, 2022 | May 31, 2021 | |
Net revenue | $ 627,124 | $ 628,372 | $ 513,085 |
Cost of goods sold | 480,164 | 511,555 | 389,903 |
Gross profit | 146,960 | 116,817 | 123,182 |
Operating expenses: | |||
General and administrative | 165,159 | 162,801 | 111,575 |
Selling | 34,840 | 34,926 | 26,576 |
Amortization | 93,489 | 115,191 | 35,221 |
Marketing and promotion | 30,937 | 30,934 | 17,539 |
Research and development | 682 | 1,518 | 830 |
Change in fair value of contingent consideration | 855 | (44,650) | 0 |
Impairments | 934,001 | 378,241 | 0 |
Other than temporary change in fair value of convertible notes receivable | 246,330 | 0 | 0 |
Litigation (recovery) costs | (505) | 16,518 | 3,251 |
Restructuring costs | 9,245 | 795 | 0 |
Transaction costs | 1,613 | 30,944 | 60,361 |
Total operating expenses | 1,516,645 | 727,218 | 255,353 |
Operating loss | (1,369,685) | (610,401) | (132,171) |
Interest expense, net | (13,587) | (27,944) | (27,977) |
Non-operating income (expense), net | (66,909) | 197,671 | (184,838) |
Loss before income taxes | (1,450,181) | (440,674) | (344,986) |
Income tax benefits, net | (7,181) | (6,542) | (8,972) |
Net loss | (1,443,000) | (434,132) | (336,014) |
Total net income (loss) attributable to: | |||
Stockholders of Tilray Brands, Inc. | (1,452,656) | (476,801) | (367,421) |
Non-controlling interests | 9,656 | 42,669 | 31,407 |
Other comprehensive income (loss), net of tax | |||
Foreign currency translation gain (loss) | (83,533) | (125,306) | 156,649 |
Unrealized gain (loss) on convertible notes receivable | 75,177 | (71,428) | (3,824) |
Total other comprehensive income (loss), net of tax | (8,356) | (196,734) | 152,825 |
Comprehensive loss | (1,451,356) | (630,866) | (183,189) |
Total comprehensive income (loss) attributable to: | |||
Stockholders of Tilray Brands, Inc. | (1,478,502) | (650,233) | (214,596) |
Non-controlling interests | $ 27,146 | $ 19,367 | $ 31,407 |
Weighted average number of common shares - basic (in shares) | 617,982,589 | 481,219,130 | 269,549,852 |
Weighted average number of common shares - diluted (in shares) | 617,982,589 | 481,219,130 | 269,549,852 |
Net loss per share - basic (in dollars per share) | $ (2.35) | $ (0.99) | $ (1.36) |
Net loss per share - diluted (in dollars per share) | $ (2.35) | $ (0.99) | $ (1.36) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Equity - USD ($) $ in Thousands | SweetWater [Member] Common Stock and Preferred Stock [Member] | SweetWater [Member] Additional Paid-in Capital [Member] | SweetWater [Member] AOCI Attributable to Parent [Member] | SweetWater [Member] Retained Earnings [Member] | SweetWater [Member] Noncontrolling Interest [Member] | SweetWater [Member] | 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] | HT Investments MA LLC Note [Member] Common Stock and Preferred Stock [Member] | HT Investments MA LLC Note [Member] Additional Paid-in Capital [Member] | HT Investments MA LLC Note [Member] AOCI Attributable to Parent [Member] | HT Investments MA LLC Note [Member] Retained Earnings [Member] | HT Investments MA LLC Note [Member] Noncontrolling Interest [Member] | HT Investments MA LLC Note [Member] | TLRY 27 [Member] Common Stock and Preferred Stock [Member] | TLRY 27 [Member] Additional Paid-in Capital [Member] | TLRY 27 [Member] AOCI Attributable to Parent [Member] | TLRY 27 [Member] Retained Earnings [Member] | TLRY 27 [Member] Noncontrolling Interest [Member] | TLRY 27 [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, 2020 | 240,132,635 | |||||||||||||||||||||||||||||||||||
Balance at May. 31, 2020 | $ 24 | $ 1,366,736 | $ (5,434) | $ (113,352) | $ 26,957 | $ 1,274,931 | ||||||||||||||||||||||||||||||
Share issuance - legal settlement (in shares) | 1,893,858 | |||||||||||||||||||||||||||||||||||
Share issuance - legal settlement | $ 0 | 10,454 | 0 | 0 | 0 | 10,454 | ||||||||||||||||||||||||||||||
Share issuance - equity financing (in shares) | 14,610,496 | |||||||||||||||||||||||||||||||||||
Share issuance - equity financing | $ 2 | 103,535 | 0 | 0 | 0 | 103,537 | ||||||||||||||||||||||||||||||
Share issuance (in shares) | 8,232,810 | |||||||||||||||||||||||||||||||||||
Share issuance | $ 1 | $ 65,888 | $ 0 | $ 0 | $ 65,889 | |||||||||||||||||||||||||||||||
Share issuance - contract settlement (in shares) | 1,165,861 | |||||||||||||||||||||||||||||||||||
Share issuance - contract settlement | $ 1 | 21,370 | 0 | 0 | (40,266) | (18,895) | ||||||||||||||||||||||||||||||
Share issuance - Arrangement (in shares) | 179,635,973 | |||||||||||||||||||||||||||||||||||
Share issuance - Arrangement | $ 18 | 3,204,888 | 0 | 0 | 0 | 3,204,906 | ||||||||||||||||||||||||||||||
Share issuance - options exercised (in shares) | 318,299 | |||||||||||||||||||||||||||||||||||
Share issuance - options exercised | $ 0 | 144 | 0 | 0 | 0 | 144 | ||||||||||||||||||||||||||||||
Share issuance - RSUs exercised (in shares) | 450,709 | |||||||||||||||||||||||||||||||||||
Share issuance - RSUs exercised | $ 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||
Stock-based payments | 0 | 19,391 | 0 | 0 | 0 | 19,391 | ||||||||||||||||||||||||||||||
Settlement of convertible notes receivable | 0 | 0 | 5,277 | (5,277) | 0 | 0 | ||||||||||||||||||||||||||||||
Dividends paid to non-controlling interests | 0 | 0 | 0 | 0 | (11,855) | (11,855) | ||||||||||||||||||||||||||||||
Net comprehensive (loss) income | $ 0 | 0 | 152,825 | (367,421) | 31,407 | (183,189) | ||||||||||||||||||||||||||||||
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 | ||||||||||||||||||||||||||||||
Share issuance - legal settlement (in shares) | 2,959,386 | |||||||||||||||||||||||||||||||||||
Share issuance - legal settlement | $ 0 | 22,170 | 0 | 0 | 0 | 22,170 | ||||||||||||||||||||||||||||||
Share issuance - equity financing (in shares) | 51,741,710 | |||||||||||||||||||||||||||||||||||
Share issuance - equity financing | $ 5 | 262,504 | 0 | 0 | 0 | 262,509 | ||||||||||||||||||||||||||||||
Share issuance (in shares) | 9,817,061 | 12,540,479 | ||||||||||||||||||||||||||||||||||
Share issuance | $ 0 | $ 117,804 | $ 0 | $ 0 | $ 0 | $ 117,804 | $ 2 | $ 114,066 | $ 0 | $ 0 | $ 0 | $ 114,068 | ||||||||||||||||||||||||
Share issuance - options exercised (in shares) | 719,031 | |||||||||||||||||||||||||||||||||||
Share issuance - options exercised | $ 0 | 5,403 | 0 | 0 | 0 | 5,403 | ||||||||||||||||||||||||||||||
Share issuance - RSUs exercised (in shares) | 4,489,355 | |||||||||||||||||||||||||||||||||||
Share issuance - RSUs exercised | $ 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||
Stock-based payments | 0 | 35,994 | 0 | 0 | 0 | 35,994 | ||||||||||||||||||||||||||||||
Net comprehensive (loss) income | 0 | 0 | (173,432) | (476,801) | 19,367 | (630,866) | ||||||||||||||||||||||||||||||
Third party contribution to Superhero Acquisition LP | $ 0 | 0 | 0 | 0 | 52,995 | 52,995 | ||||||||||||||||||||||||||||||
Share issuance - Double Diamond Holdings note (in shares) | 2,677,596 | |||||||||||||||||||||||||||||||||||
Share issuance - Double Diamond Holdings note | $ 0 | 28,560 | 0 | 0 | (36,044) | (7,484) | ||||||||||||||||||||||||||||||
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 | ||||||||||||||||||||||||||||||
Shares effectively repurchased for employee withholding tax | $ 0 | (8,686) | 0 | 0 | 0 | (8,686) | ||||||||||||||||||||||||||||||
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 - equity financing (in shares) | 32,481,149 | |||||||||||||||||||||||||||||||||||
Share issuance - equity financing | $ 3 | 129,590 | 0 | 0 | 0 | 129,593 | ||||||||||||||||||||||||||||||
Share issuance (in shares) | 1,708,521 | |||||||||||||||||||||||||||||||||||
Share issuance | $ 0 | 6,422 | 0 | 0 | 0 | 6,422 | ||||||||||||||||||||||||||||||
Share issuance - options exercised (in shares) | 7,960 | |||||||||||||||||||||||||||||||||||
Share issuance - options exercised | $ 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||
Share issuance - RSUs exercised (in shares) | 1,854,120 | |||||||||||||||||||||||||||||||||||
Share issuance - RSUs exercised | $ 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||
Stock-based payments | 0 | 39,595 | 0 | 0 | 0 | 39,595 | ||||||||||||||||||||||||||||||
Dividends paid to non-controlling interests | 0 | 0 | 0 | 0 | (7,858) | (7,858) | ||||||||||||||||||||||||||||||
Net comprehensive (loss) income | $ 0 | 0 | (25,846) | (1,452,656) | 27,146 | (1,451,356) | ||||||||||||||||||||||||||||||
Share issuance - Double Diamond Holdings note (in shares) | 16,114,406 | |||||||||||||||||||||||||||||||||||
Share issuance - Double Diamond Holdings note | $ 3 | 60,062 | 0 | 0 | (47,598) | 12,467 | ||||||||||||||||||||||||||||||
Shares effectively repurchased for employee withholding tax | $ 0 | (1,189) | 0 | 0 | 0 | (1,189) | ||||||||||||||||||||||||||||||
Share issuance- purchase of HEXO convertible note receivable (in shares) | 33,314,412 | |||||||||||||||||||||||||||||||||||
Share issuance- purchase of HEXO convertible note receivable | $ 3 | 107,269 | 0 | 0 | 0 | 107,272 | ||||||||||||||||||||||||||||||
HTI Convertible Note - conversion feature | $ 0 | $ 9,055 | $ 0 | $ 0 | $ 0 | $ 9,055 | ||||||||||||||||||||||||||||||
Share issuance - convertible notes share lending agreement (in shares) | 38,500,000 | |||||||||||||||||||||||||||||||||||
Share issuance - convertible notes share lending agreement | $ 4 | 26,157 | 0 | 0 | 0 | 26,161 | ||||||||||||||||||||||||||||||
Equity component related to issuance of convertible debt, net of issuance costs | $ 0 | $ 18,415 | $ 0 | $ 0 | $ 0 | $ 18,415 | ||||||||||||||||||||||||||||||
Balance (in shares) at May. 31, 2023 | 656,655,455 | |||||||||||||||||||||||||||||||||||
Balance at May. 31, 2023 | $ 66 | $ 5,777,743 | $ (46,610) | $ (2,415,507) | $ 14,251 | $ 3,329,943 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
May 31, 2023 | May 31, 2022 | May 31, 2021 | |
Cash provided by (used in) operating activities: | |||
Net (loss) income | $ (1,443,000) | $ (434,132) | $ (336,014) |
Adjustments for: | |||
Deferred income tax recovery | (31,953) | (27,538) | (24,873) |
Unrealized foreign exchange loss | 17,768 | 18,001 | 49,342 |
Amortization | 130,149 | 154,592 | 67,832 |
Gain on sale of capital assets | (48) | (682) | 0 |
Inventory valuation write down | 55,000 | 67,000 | 19,919 |
Impairments | 934,001 | 378,241 | 0 |
Other than temporary change in fair value of convertible notes receivable | 246,330 | 0 | 0 |
Other non-cash items | 11,406 | (9,647) | 1,502 |
Stock-based compensation | 39,595 | 35,994 | 17,351 |
Loss on long-term investments & equity investments | 2,190 | 4,914 | 1,624 |
Loss (gain) on derivative instruments | 31,213 | (227,583) | 169,537 |
Change in fair value of contingent consideration | 855 | (44,650) | 0 |
Transaction costs associated with business acquisitions | 0 | 0 | 59,917 |
Change in non-cash working capital: | |||
Accounts receivable | 4,168 | (5,842) | (23,512) |
Prepaids and other current assets | 3,122 | 4,472 | (6,772) |
Inventory | (12,934) | (45,749) | (55,205) |
Accounts payable and accrued liabilities | 20,044 | (44,652) | 14,635 |
Net cash provided by (used in) operating activities | 7,906 | (177,262) | (44,717) |
Cash provided by (used in) investing activities: | |||
Investment in capital and intangible assets | (20,800) | (34,064) | (38,874) |
Proceeds from disposal of capital and intangible assets | 4,304 | 12,205 | 6,608 |
Promissory notes advances | 0 | 0 | (2,419) |
Repayment of notes receivable | 0 | 0 | 5,752 |
Change in marketable securities | (241,897) | 0 | 0 |
Proceeds from disposal of long-term investments and equity investees | 0 | 0 | 8,430 |
Net cash (paid for) acquired in business acquisition | (26,718) | 326 | 66,608 |
Net cash (used in) provided by investing activities | (285,111) | (21,533) | 46,105 |
Cash provided by (used in) financing activities: | |||
Share capital issued, net of cash issuance costs | 129,593 | 262,509 | 102,550 |
Proceeds from warrants and options exercised | 0 | 5,403 | 144 |
Shares effectively repurchased for employee withholding tax | (1,189) | (8,686) | 0 |
Proceeds from convertible debentures issuance | 145,052 | 0 | 0 |
Repayment of convertible debentures | (187,394) | (88,026) | 0 |
Proceeds from long-term debt | 1,288 | 0 | 102,798 |
Repayment of long-term debt | (21,336) | (40,254) | (64,559) |
Repayment of lease liabilities | (1,114) | (4,672) | (1,058) |
Net increase in bank indebtedness | 5,258 | 9,406 | 8,328 |
Dividend paid to NCI | 0 | (7,484) | (23,895) |
Net cash provided by financing activities | 70,158 | 128,196 | 124,308 |
Effect of foreign exchange on cash and cash equivalents | (2,230) | (1,958) | 2,124 |
Net (decrease) increase in cash and cash equivalents | (209,277) | (72,557) | 127,820 |
Cash and cash equivalents, beginning of period | 415,909 | 488,466 | 360,646 |
Cash and cash equivalents, end of period | $ 206,632 | $ 415,909 | $ 488,466 |
Note 1 - Description of Busines
Note 1 - Description of Business | 12 Months Ended |
May 31, 2023 | |
Notes to Financial Statements | |
Business Description and Basis of Presentation [Text Block] | 1. Description of business Tilray Brands, Inc., and its wholly owned subsidiaries (collectively “Tilray”, the “Company”, “we”, or “us”) is a leading global cannabis-lifestyle and consumer packaged goods company headquartered in Leamington, Ontario, Canada, with operations in Canada, the United States, Europe, Australia, New Zealand and Latin America. Tilray’s mission is to be the trusted partner for its patients and consumers by providing them with a cultivated experience and health and wellbeing through high-quality, differentiated brands and innovative products. A pioneer in cannabis research, cultivation and distribution, Tilray’s production platform supports over 20 20 On April 30, 2021, On January 10, 2022, second |
Note 2 - Basis of Preparation
Note 2 - Basis of Preparation | 12 Months Ended |
May 31, 2023 | |
Notes to Financial Statements | |
Basis of Accounting [Text Block] | 2. Basis of preparation The policies applied in these consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”). Based on the determination that Aphria was the accounting acquirer in the Arrangement, Aphria’s historical financial statements became the historical financial statements of the Company. The results of Tilray's operations and cash flows are included in the Company’s consolidated statement of loss and comprehensive loss and cash flows for periods beginning after April 30, 2021. June 1 May 31. May 31, 2023 May 31, 2022 may not not April 30, 2021. These 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. Foreign currency These consolidated financial statements are presented in U.S. dollars (“USD”), which is the Company’s reporting currency; however, the functional currency of the entities in these financial statements are their respective local currencies, including Canadian dollar, USD, Euro, Australian dollar, and Great Britain pound. Foreign currency transactions are remeasured to the respective functional currencies of the Company’s entities at the exchange rates in effect on the date of the transactions. Monetary assets and liabilities denominated in foreign currencies are remeasured to the functional currency at the foreign exchange rate applicable at the statement of financial position date. Non-monetary items carried at historical cost denominated in foreign currencies are remeasured to the functional currency at the date of the transactions. Non-monetary items carried at fair value denominated in foreign currencies are remeasured to the functional currency at the date when the fair value was determined. Realized and unrealized exchange gains and losses are recognized through profit and loss. On consolidation, the assets and liabilities of foreign operations reported in their functional currencies are translated into USD, the Group’s presentation currency, at period-end exchange rates. Income and expenses, and cash flows of foreign operations are translated into USD using average exchange rates. Exchange differences resulting from translating foreign operations are recognized in other comprehensive income (loss) and accumulated in equity. Basis of consolidation The consolidated financial statements of the Company, include the accounts of the company, its wholly-owned subsidiaries and majority owned subsidiaries see Note 21 Equity method investments In accordance with ASC 323, Investments Equity Method and Joint Ventures, not If the Company’s share of losses in an equity investment equals or exceeds its interest in the entity, including any net advances, the group does not Unrealized gains on transactions between the Company and its equity-method investees are eliminated only to the extent of the Company’s interest in these entities. Unrealized losses are also eliminated, except to the extent that the underlying asset is impaired. |
Note 3 - Significant Accounting
Note 3 - Significant Accounting Policies | 12 Months Ended |
May 31, 2023 | |
Notes to Financial Statements | |
Significant Accounting Policies [Text Block] | 3. Significant accounting policies The significant accounting policies used by the Company are as follows: Cash and cash equivalents Cash and cash equivalents are comprised of cash and highly liquid investments that are both readily convertible into known amounts of cash with original maturities of three Marketable Securities The Company classifies term deposits and other investments that have maturities of greater than three one Accounts receivable The Company maintains an allowance for credit losses at an amount sufficient to absorb losses inherent in its accounts receivable portfolio as of the reporting dates based on the projection of expected credit losses. The Company applies the aging method to estimate the allowance for expected credit losses. The aging method is applied to accounts receivables at the business unit level to reflect shared risk characteristics, such as receivable type, customer type and geographical location. The aging method assigns accounts receivables to a level of delinquency and applies loss rates to each class based on historical loss experience. The Company also considers relevant qualitative and quantitative factors to assess whether historical loss experience should be adjusted to better reflect the risk characteristics of the current classes and the expected future loss. This assessment incorporates all available information relevant to considering the collectability of its current classes, including considering economic and business conditions, default trends, changes in its class composition, among other internal and external factors. The expected credit loss estimates are adjusted for current conditions and reasonable supportable forecasts. As part of the Company’s analysis of expected credit losses, it may not Inventory Inventory is valued at the lower of cost and net realizable value, determined using weighted average cost. All direct and indirect costs related to inventory are capitalized as they are incurred, and they are subsequently recorded in cost of goods sold on the statements of loss and comprehensive loss at the time inventory is sold. Net realizable value is defined as the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. At the end of each reporting period, the Company performs an assessment of inventory and records write-downs for excess and obsolete inventories based on the Company’s estimated forecast of product demand, production requirements, market conditions, regulatory environment, and spoilage. Actual inventory losses may Capital assets Capital assets are recorded at cost and amortized on a straight-line basis over the estimated useful lives or lease term, whichever is shorter. The Company’s capital assets are reviewed when impairment indicators are present by analyzing underlying cash flow projections. Maintenance and repairs are charged to expenses as incurred. The Company uses the following ranges of asset lives: Asset type Depreciation method Depreciation term (estimated useful life) Production facility Straight-line 20 – 30 years Equipment Straight-line 3 – 25 years Leasehold improvements Straight-line Lesser of estimated useful life or lease term Finance lease right-of-use assets Straight-line Lesser of the lease term and the useful life of the leased asset Intangible assets Intangible assets are recorded at cost and amortized on a straight-line basis over the estimated useful lives. The Company uses the following ranges of asset lives: Asset type Amortization term Customer relationships & distribution channel 14 16 Licences, permits & applications 90 Intellectual property, trademarks & brands 15 25 Non-compete agreements Over term of non-compete Know how 5 Impairment of long-lived assets The Company reviews long-lived assets, including capital assets and definite life intangible assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not may Business combinations and goodwill The Company accounts for business combinations using the acquisition method in accordance with Accounting Standards Codification, ASC 805, Business Combinations Contingent consideration is measured at its acquisition-date fair value and included as part of the consideration transferred in a business combination. Contingent consideration that is classified as a liability is remeasured at subsequent reporting dates, with the corresponding gain or loss recognized in profit or loss. Non-controlling interests in the acquiree are measured at fair value on acquisition date. Acquisition-related costs are recognized as expenses in the periods in which the costs are incurred and the services are received (except for the costs to issue debt or equity securities which are recognized according to specific requirements). Purchase price allocations may not one Goodwill represents the excess of the consideration transferred for the acquisition of subsidiaries over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. Following initial recognition, goodwill is measured at cost less any accumulated impairment losses. Impairment of goodwill and indefinite-lived intangible assets Goodwill is allocated to the reporting unit in which the business that created the goodwill resides. A reporting unit is an operating segment, or a business unit one fourth may not Leases Arrangements containing leases are evaluated as an operating or finance lease at lease inception. For operating leases, the Company recognizes an operating lease right-of-use ("ROU") asset and operating lease liability at lease commencement based on the present value of lease payments over the lease term. With the exception of certain finance leases, an implicit rate of return is not The incremental borrowing rate is determined using a portfolio approach based on the rate of interest the Company would have to pay to borrow funds on a collateralized basis over a similar term. The Company references market yield curves which are risk-adjusted to approximate a collateralized rate in the currency of the lease. These rates are updated on a quarterly basis for measurement of new lease obligations. The Company’s lease terms may 12 not Convertible notes receivable Convertible notes receivables include various investments in which the Company has the right, or potential right see Note 11 not Long-term investments Long-term investments include investments in equity securities of entities over which the Company does not Equity method investments Investments in entities over which the Company does not Convertible debentures The Company accounts for its convertible debentures in accordance with ASC 470 20 Debt with Conversion and Other Options 815 15 Derivatives and Hedging Embedded Derivatives 470 20 Debt Debt with Conversion and Other Options Upon repurchase of convertible debt instruments, ASC 470 20 For convertible debentures with an embedded conversion feature that did not 815 15, 825 Fair Value Measurements Warrants Warrants are accounted for in accordance with applicable accounting guidance provided in ASC 815 Derivatives and Hedging Contracts in Entity's Own Equity not Fair value measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The carrying values of accounts receivable, prepaids and other current assets, bank indebtedness and accounts payable and accrued liabilities approximate their fair values due to their short periods to maturity. The Company calculates the estimated fair value of financial instruments, including convertible notes receivable, long-term investments, warrant liability, contingent consideration, and convertible debentures, using quoted market prices when available. When quoted market prices are not may Income taxes Income taxes are recognized in the consolidated statements of loss and comprehensive loss and are comprised of current and deferred taxes. Current tax is recognized in connection with income for tax purposes, unrealized tax benefits and the recovery of tax paid in a prior period and measured using enacted tax rates and laws applicable to the taxation period during which the income for tax purposes arose. Deferred tax assets and liabilities are determined based on the differences between the financial reporting and the tax basis of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Management makes an assessment of the likelihood that a deferred tax asset will be realized, and a valuation allowance is provided to the extent that it is more likely than not not The Company recognizes uncertain income tax positions at the largest amount that is more likely than not not 50% Revenue Revenue is recognized when the control of the promised goods, through performance obligation, is transferred to the customer in an amount that reflects the consideration we expect to be entitled to in exchange for the performance obligations or as advisory services are provided. Payments received for the goods or services in advance of performance are recognized as a contract liability. 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, the Company considers the effects of variable consideration and the existence of significant financing components, if any. Some contracts for the sale of goods may may Cost of goods sold Cost of goods sold represents costs directly related to manufacturing and distribution of the Company’s products. Primary costs include raw materials, packaging, direct labor, overhead, shipping and handling, the amortization of manufacturing equipment and production facilities and tariffs. Manufacturing overhead and related expenses include salaries, wages, employee benefits, utilities, maintenance and property taxes. Cost of goods sold also includes inventory valuation adjustments. General and administrative General and administrative expenses are comprised primarily of (i) personnel related costs such as salaries, benefits, annual employee bonus expense and stock-based ‘compensation costs; (ii) legal, accounting, consulting and other professional fees; and (iii) corporate insurance and other facilities costs associated with our corporate and administrative locations. Selling Selling expenses are comprised of direct selling costs which primarily consist of (i) commissions paid to our third Marketing and promotion Marketing and promotion expenses are comprised primarily of marketing and advertising expenses. Research and development Research and development costs are expensed as incurred. Research and development are comprised primarily of costs for clinical study costs, contracted research, consulting services, materials, supplies and other expenses incurred to sustain our overall research and development programs. Stock-based compensation The Company has an omnibus plan which includes issuances of stock options, restricted stock units (“RSUs”) and stock appreciation rights (“SARs”). The Company estimates the fair value of stock options on the date of grant using the Black-Scholes option pricing model. The fair value of RSUs is based on the share price as at date of grant and no SARs were issued to date. The share-based compensation expense is based on the fair value of the stock-based awards at the grant date and the expense is recognized over the related service period following a straight-line vesting expense schedule. The Company estimates forfeitures at the time of grant and revises these estimates in subsequent periods if actual forfeitures differ from those estimates. Any revisions are recognized in the consolidated statements of loss and comprehensive loss such that the cumulative expense reflects the revised estimate. For performance-based stock options and RSUs, the Company records compensation expense over the estimated service period adjusted for a probability factor of achieving the performance-based milestones. At each reporting date, the Company assesses the probability factor and records compensation expense accordingly, net of estimated forfeitures. 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 year. 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 and similar instruments. Shares of common stock outstanding under the share lending arrangement entered into in conjunction with the TLRY 27 17 In computing diluted earnings (loss) per share, common share equivalents are not Critical accounting estimates and judgments The preparation of the Company’s financial statements requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities, revenues and expenses. These estimates and judgements are subject to change based on experience and new information which could result in outcomes that require a material adjustment to the carrying amounts of assets or liabilities affecting future periods. Actual results may Financial statement areas that require significant judgement and estimates are as follows: Long-term investments and convertible notes receivable may not may Use of the valuation approach described below may may not Company-specific information is considered when determining whether the fair value of a long-term investment or convertible notes receivable should be adjusted upward or downward at the end of each reporting period. In addition to company-specific information, the Company will consider trends in general market conditions and the share performance of comparable publicly traded companies when valuing long-term investments and convertible notes receivable. The fair value of long-term investments and convertible notes receivable may • There has been a significant subsequent equity financing provided by outside investors at a valuation different than the current value of the investee company, in which case the fair value of the investment is set to the value at which that financing took place; • There have been significant corporate, political, or operating events affecting the investee company that, in management’s opinion, have a material impact on the investee company’s prospects and therefore its fair value. In these circumstances, the adjustment to the fair value of the investment will be based on management’s judgment and any value estimated may not • The investee company is placed into receivership or bankruptcy; • Based on financial information received from the investee company, it is apparent to the Company that the investee company is unlikely to be able to continue as a going concern; • Important positive or negative management changes by the investee company that the Company’s management believes will have a positive or negative impact on the investee company’s ability to achieve its objectives and build value for shareholders. Adjustment to the fair value of a long-term investment and convertible notes receivable will be based upon management’s judgment and any value estimated may not may Estimated useful lives, impairment considerations and amortization of capital and intangible assets Goodwill and indefinite-lived intangible asset impairment testing require management to make estimates in the impairment testing model. On at least an annual basis, the Company tests whether goodwill and indefinite-lived intangible assets are impaired. Impairment of definite long-lived assets is influenced by judgment in defining a reporting unit and determining the indicators of impairment, and estimates used to measure impairment losses The reporting unit’s fair value is determined using discounted future cash flow models, which incorporate assumptions regarding future events, specifically future cash flows, growth rates and discount rates. Stock-based compensation Business combinations third Convertible debentures Warrant liability 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 4 - Inventory
Note 4 - Inventory | 12 Months Ended |
May 31, 2023 | |
Notes to Financial Statements | |
Inventory Disclosure [Text Block] | 4. Inventory Inventory is comprised of: May 31, May 31, 2023 2022 Plants $ 10,884 $ 14,521 Dried cannabis 89,801 116,739 Cannabis trim 322 592 Cannabis derivatives 9,229 24,685 Cannabis vapes 1,173 542 Packaging and other inventory items 19,997 21,691 Wellness inventory 11,164 13,275 Beverage alcohol inventory 27,837 27,840 Distribution inventory 30,144 25,644 Total $ 200,551 $ 245,529 Inventory is written down for any obsolescence, spoilage and excess inventory or when the net realizable value of inventory is less than the carrying value. During the year ended May 31, 2023 May 31, 2023 May 31, 2022 May 31, 2023 May 31, 2022 May 31, 2023 May 31, 2022 |
Note 5 - Related Party Transact
Note 5 - Related Party Transactions | 12 Months Ended |
May 31, 2023 | |
Notes to Financial Statements | |
Related Party Transactions Disclosure [Text Block] | 5. Related party transactions In the normal course of business, the Company enters into related party transactions with certain entities under common control and joint ventures as detailed below. RIKI Ventures, LLC The Company entered into a strategic partnership on December 12, 2022, no Docklight LLC ( Docklight ) royalty and management services The Company previously paid Docklight a royalty fee pursuant to a brand licensing agreement which provided the Company with exclusive rights in Canada for the use of certain adult-use brands up until the Company returned the brand to Docklight. The Company has since terminated the agreement Docklight see Note 27 May 31, 2023, 2022 2021 $nil, May 31, 2023, no Cannfections Group Inc. ( Cannfections ) The Company has a joint venture arrangement with a 50% ownership and voting interest in Cannfections. During the year, the Company terminated the Supply Agreement with Cannfections and will not May 31, 2023, 2022 2021 |
Note 6 - Capital Assets
Note 6 - Capital Assets | 12 Months Ended |
May 31, 2023 | |
Notes to Financial Statements | |
Property, Plant and Equipment Disclosure [Text Block] | 6. Capital assets Capital asset consisted of the following: May 31, May 31, 2023 2022 Land $ 30,635 $ 31,882 Production facility 344,627 453,412 Equipment 185,422 254,486 Leasehold improvement 7,753 7,455 Construction in progress 8,048 7,505 $ 576,485 $ 754,740 Less: accumulated amortization (146,818 ) (167,241 ) Total $ 429,667 $ 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 year ended May 31, 2023 not |
Note 7 - Leases
Note 7 - Leases | 12 Months Ended |
May 31, 2023 | |
Notes to Financial Statements | |
Leases Disclosure [Text Block] | 7. Leases The Company has operating leases for facilities, office spaces, production equipment and vehicles. Leases have varying terms with remaining lease terms of up to approximately 20 years. Certain of our lease arrangements provide us with the option to extend or to terminate the lease early. The table below presents the lease-related assets and liabilities recorded on the balance sheet. Classification on Balance Sheet May 31, 2023 May 31, 2022 Assets Total Operating right-of-use asset Right of use assets $ 5,941 $ 12,996 Liabilities Current: Operating lease liability Accrued lease obligations - current $ 2,423 $ 6,703 Non-current: Operating lease liability Accrued lease obligations - non-current 7,936 11,329 Total lease liabilities $ 10,359 $ 18,032 For the year ended May 31, 2023 May 31, 2022. The following table presents the future undiscounted payment associated with lease liabilities as of May 31, 2023 Operating leases 2024 $ 4,106 2025 3,295 2026 3,486 2027 3,412 Thereafter 4,012 Total minimum lease payments $ 18,311 Imputed interest (7,952 ) Obligations recognized $ 10,359 |
Note 8 - Intangible Assets
Note 8 - Intangible Assets | 12 Months Ended |
May 31, 2023 | |
Notes to Financial Statements | |
Intangible Assets Disclosure [Text Block] | 8. Intangible assets Intangible assets are comprised of the following items May 31, May 31, 2023 2022 Customer relationships & distribution channel $ 614,062 $ 617,437 Licenses, permits & applications 366,793 377,897 Non-compete agreements 12,394 12,512 Intellectual property, trademarks, knowhow & brands 583,468 634,997 1,576,717 1,642,843 Less: accumulated amortization (187,088 ) (154,124 ) Less: impairments (415,844 ) (210,844 ) Total $ 973,785 $ 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, which were considered indefinite-lived intangible assets and $40,000 of its intellectual property, trademarks, knowhow & brands during the Company's third February 28, 2023, May 31, 2022, As of May 31, 2023 May 31, 2022, In calculating the 2023 May 31, 2022 May 31, 2022 5 not May 31, 2022 not The Company performed the annual impairment test during the fourth May 31, 2023, no not Estimated amortization expense for each of the five Amortization 2024 $ 74,169 2025 72,502 2026 72,502 2027 72,502 2028 72,502 Thereafter 428,515 Total $ 792,692 |
Note 9 - Business Acquisitions
Note 9 - Business Acquisitions | 12 Months Ended |
May 31, 2023 | |
Notes to Financial Statements | |
Business Combination Disclosure [Text Block] | 9. Business Acquisitions Acquisition of Double Diamond Distillery LLC (d/b/a Breckenridge Distillery) On December 7, 2021, 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 $12,000 for the year ended May 31, 2022, June 1, 2021. May 31, 2022, June 1, 2021, Acquisition of Montauk Brewing Company, Inc. On November 7, 2022, 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 six May 31, 2023, $1,970; $1,220; $1,240; third $1,617; Amount Consideration Cash $ 28,701 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 years) 18,540 Intellectual property, trademarks & brands (15 years) 13,650 Goodwill 17,803 Total Assets 55,549 Current liabilities Accounts payable and accrued liabilities 1,580 Long-term liabilities Deferred tax liability 4,851 Other liabilities 3,750 Total liabilities 10,181 Total net assets acquired $ 45,368 The goodwill of $17,803 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 $9,000 and $15,000 for the years ended May 31, 2023 2022 June 1, 2021. May 31, 2023, 2022 June 1, 2021, not |
Note 10 - Goodwill
Note 10 - Goodwill | 12 Months Ended |
May 31, 2023 | |
Notes to Financial Statements | |
Goodwill Disclosure [Text Block] | 10. Goodwill The following table shows the carrying amount of goodwill: May 31, May 31, Reporting Unit 2023 2022 Cannabis $ 2,640,669 $ 2,640,669 Distribution 4,458 4,458 Beverage alcohol 120,802 102,999 Wellness 77,470 77,470 Effect of foreign exchange 7,875 39,640 Impairments (842,431 ) (223,931 ) Total $ 2,008,843 $ 2,641,305 As of February 28, 2023, not, no May 31, 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 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 May 31, 2022 1% 1% 5% As of May 31, 2023, no February 28, 2023 no 1% 1% 5% For the year ended May 31, 2022, |
Note 11 - Convertible Notes Rec
Note 11 - Convertible Notes Receivable | 12 Months Ended |
May 31, 2023 | |
Notes to Financial Statements | |
Loans, Notes, Trade and Other Receivables Disclosure [Text Block] | 11. Convertible notes receivable Convertible notes receivable is comprised of the following investments: May 31, May 31, 2023 2022 HEXO Convertible Note $ 28,720 $ — MedMen Convertible Note 74,681 111,200 Total convertible notes receivable 103,401 111,200 Less - current portion — — Total convertible notes receivable, non current portion $ 103,401 $ 111,200 HEXO Corp. ("HEXO") On July 12, 2022, 17 $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 May 31, 2023, May 31, 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. May 31, 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%; 75%; 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 29 April 10, 2023, 30 MedMen Enterprises Inc. ( MedMen ) On August 31, 2021, may August 17, 2028. During the year ended May 31, 2023, The Company recognized interest income, which is included as part of the convertible debentures in the amount of $10,480 for the year ended May 31, 2023. May 31, 2023 May 31, 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%; 35%; nil; 60%; |
Note 12 - Long-term Investments
Note 12 - Long-term Investments | 12 Months Ended |
May 31, 2023 | |
Notes to Financial Statements | |
Investment [Text Block] | 12. Long-term investments Long-term investments are comprised of the following items: May 31, May 31, 2023 2022 Equity investments measured at fair value $ 2,144 $ 4,347 Equity investments under measurement alternative 5,651 5,703 Total $ 7,795 $ 10,050 The Company’s equity investments at fair value consist of publicly traded shares, equity interest in non-traded companies and warrants held by the Company. The Company’s equity investments under measurement alternative include equity investments without readily determinable fair values. For the year ended May 31, 2023 $nil 2022 $nil, 2021 2022 2021 |
Note 13 - Income Taxes and Defe
Note 13 - Income Taxes and Deferred Income Taxes | 12 Months Ended |
May 31, 2023 | |
Notes to Financial Statements | |
Income Tax Disclosure [Text Block] | 13. Income taxes and deferred income taxes Loss before income taxes includes the following components: For the year ended May 31, 2023 2022 2021 United States $ (506,984 ) $ (233,697 ) $ (7,814 ) Canada (912,717 ) (81,772 ) (323,964 ) Other countries (30,480 ) (125,205 ) (13,208 ) $ (1,450,181 ) $ (440,674 ) $ (344,986 ) The (recoveries) expense for income taxes consists of: For the year ended May 31, 2023 2022 2021 Current: United States $ 226 262 $ — Canada 26,290 23,268 15,227 Other countries (62 ) 479 697 $ 26,454 $ 24,009 $ 15,924 Deferred: United States $ (4,055 ) $ 520 $ 1,517 Canada (24,364 ) (17,154 ) (30,111 ) Other countries (5,216 ) (13,917 ) 3,698 $ (33,635 ) $ (30,551 ) $ (24,896 ) Income tax benefits, net $ (7,181 ) $ (6,542 ) $ (8,972 ) A reconciliation of income taxes at the statutory rate with the reported taxes is as follows: For the year ended May 31, 2023 2022 2021 Loss before net income taxes: $ (1,450,181 ) $ (440,674 ) $ (344,986 ) Income tax benefits at statutory rate (304,538 ) (92,542 ) (72,408 ) Tax impact of foreign operations (25,857 ) 81,316 (19,016 ) Foreign exchange and other 13,434 14,941 1,011 Non-deductible expenses 3,982 6,404 (1,347 ) Non-deductible (taxable) losses 23,150 748 45,230 Changes in enacted rates (816 ) — 135 Change in fair value of warrant liability (2,612 ) (13,359 ) (259 ) Stock based and other compensation — 994 2,902 Change in valuation allowance 285,698 17,255 46,007 Non deductible dividend — — (755 ) Impact on convertible debenture and other differences 378 (22,299 ) — Effect of transaction — — (10,472 ) Income tax benefits, net $ (7,181 ) $ (6,542 ) $ (8,972 ) The following table summarizes the components of deferred tax: May 31, 2023 2022 Deferred assets Operating loss carryforwards - United States $ 85,259 $ 77,868 Operating loss carryforwards - Canada 145,111 132,293 Operating loss carryforwards - Other Countries 18,787 15,606 Capital loss carryforwards 34,355 38,087 Intangible assets 244,227 150,543 Property and equipment 46,400 20,592 Currently nondeductible interest 2,812 7,165 Investments and convertible notes receivable 66,718 19,055 Investment tax credits and related pool balance 22,054 21,590 Other 50,074 26,976 Total Deferred tax assets 715,797 509,775 Less valuation allowance (625,368 ) (354,071 ) Net deferred tax assets 90,429 155,704 Deferred tax liabilities Property and equipment (18,129 ) (38,387 ) Intangible assets (225,460 ) (305,577 ) Convertible Senior Notes Due 2023 (14,204 ) (8,378 ) Total deferred tax liabilities (257,793 ) (352,342 ) Net deferred tax liability $ (167,364 ) $ (196,638 ) The Tax Cuts and Jobs Act ( 2017 December 22, 2017 2018, Deferred income taxes have not not At May 31, 2023 2021. 20 2028. not not May 31, 2023 2022 The Company recognizes the financial statement impact of a tax position only after determining that the relevant tax authority would more-likely-than- not not fifty The total amount of gross unrecognized tax benefits (“GUTB”) was $0, $0, and $0 as of May 31, 2023, 2022 2021 twelve not The Company recognizes interest and, if applicable, penalties for any uncertain tax positions. Interest and penalties are recorded as a component of income tax expenses. In the years ended May 31, 2023, 2022 2021 May 31, 2023 2022 The Company and its subsidiaries are subject to United States federal income tax as well as the income tax of multiple state and foreign jurisdictions. The Company is not 2018 2019 2018 2019 2019 |
Note 14 - Bank Indebtedness
Note 14 - Bank Indebtedness | 12 Months Ended |
May 31, 2023 | |
Notes to Financial Statements | |
Short-Term Debt [Text Block] | 14. Bank indebtedness Aphria Inc., a subsidiary of the Company, has an operating line of credit in the amount of C$1,000 May 31, 2023 not 265 CC Pharma GmbH, a subsidiary of the Company, has three operating lines of credit for €5,000, €3,500, €500 May 31, 2023 €7,833 €9,000. €5,000 €3,500 €500 Four Twenty Corporation ( “420” May 31, 2023 420's |
Note 15 - Accounts Payable and
Note 15 - Accounts Payable and Accrued Liabilities | 12 Months Ended |
May 31, 2023 | |
Notes to Financial Statements | |
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | 15. Accounts payable and accrued liabilities Accounts payable and accrued liabilities comprised of: May 31, May 31, 2023 2022 Trade payables $ 70,819 $ 68,604 Accrued liabilities 82,240 57,497 Accrued payroll and employment related taxes 18,772 17,736 Income taxes payable 14,934 6,150 Accrued interest 3,869 6,772 Other accruals 48 672 Total $ 190,682 $ 157,431 |
Note 16 - Long-term Debt
Note 16 - Long-term Debt | 12 Months Ended |
May 31, 2023 | |
Notes to Financial Statements | |
Long-Term Debt [Text Block] | 16. Long-term debt The following table sets forth the net carrying amount of long-term debt instruments: May 31, May 31, 2023 2022 Credit facility - C$ 66,000 3 10 November 2025 $ 45,260 $ 53,720 Term loan - C$ 25,000 1.00 5 15 194 July 2023 10,959 12,750 Term loan - C$ 25,000 1.50 5 15 190 April 2032 13,092 15,050 Term loan - C$ 1,250 1.50 5 10 12 August 2026 346 462 Mortgage payable - C$ 3,750 1.50 5 20 23 August 2026 2,104 2,327 Term loan ‐ € 5,000 1.79 5 250 December 2023 803 1,878 Term loan ‐ € 1,200 1.79 1 100 December 2023 755 — Term loan ‐ € 5,000 2.68 5 250 December 2023 803 1,878 Term loan ‐ € 1,500 2.00 5 92 April 2025 819 1,219 Term loan ‐ € 1,500 2.00 5 94 June 2025 903 1,307 Mortgage payable - $ 22,635 1.5 10 10 57 October 2030 20,863 21,561 Term loan - $ 65,000 5 June 2028 65,000 75,000 Carrying amount of long-term debt 161,707 187,152 Unamortized financing fees (738 ) (1,450 ) Net carrying amount 160,969 185,702 Less principal portion included in current liabilities (24,080 ) (67,823 ) Total noncurrent portion of long-term debt $ 136,889 $ 117,879 On November 28, 2022, C$66,000. November 28, 2025. C$66,000 620 14, The term loan of C$25,000 July 27, 2018 223, 231, 239, 265, 269, 271 275 first The term loan of C$25,000 May 9, 2017 265 first The term loan of C$1,250 C$3,750 July 22, 2016 265 first The Company entered into term loans between December 2019 November 2023 €14,200 During the year ended May 31, 2022, The Company, entered into a secured credit agreement on March 31, 2021 “420” 420 June 2028, 30 The Company maintains, certain financial covenants or minimum balances in certain Canadian cash operating accounts, as at May 31, 2023 |
Note 17 - Convertible Debenture
Note 17 - Convertible Debentures Payable | 12 Months Ended |
May 31, 2023 | |
Notes to Financial Statements | |
Convertible Debentures [Text Block] | 17. Convertible debentures payable The following table sets forth the net carrying amount of the convertible debentures: May 31, May 31, 2023 2022 5.20 $ 100,476 $ — HTI Convertible Note 47,834 — 5.25 120,568 216,753 5.00 126,544 185,196 Total 395,422 401,949 Less - current portion 174,378 - Total convertible debentures payable, non current portion $ 221,044 $ 401,949 HTI Convertible Note May 31, May 31, 2023 2022 4.00 $ 50,000 $ — Unamortized discount (2,166 ) — Net carrying amount $ 47,834 $ — On July 12, 2022, September 1, 2023. 11 ) may second 125% July 12, 2022). no 9.99% not not TLRY 27 May 31, May 31, 2023 2022 5.20 $ 150,000 $ — Unamortized discount (49,524 ) — Net carrying amount $ 100,476 $ — The TLRY 27 May 30, 2023, June 15 December 15 June 15, 2027, 27 27. 27 not 27 27 second June 15, 2027. 27 The TLRY 27 not June 20, 2025 may 27 27 27 27 may may 27 not 30 As at May 31, 2023 2022 $nil APHA 24 May 31, May 31, 2023 2022 5.25 $ 350,000 $ 350,000 Principal amount paid (213,260 ) (90,760 ) Fair value adjustment (16,172 ) (42,487 ) Net carrying amount $ 120,568 $ 216,753 The APHA 24 April 2019, June 1 December 1 June 1, 2024, 24 24. 24 not 24 Holders of the APHA 24 may December 1, 2023 24 one thousand 24 may one thousand 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 one thousand 24 (c) the Company calls any or all of the APHA 24 (d) upon occurrence of specified corporate event. The Company was not 24 June 6, 2022, June 6, 2022, may 24, 24 The Company elected the fair value option under ASC 825 Fair Value Measurements 24. 24 The Company may 24, 24. The overall change in fair value of the APHA 24 May 31, 2023 2022 2021 The aggregate change in fair value of convertible debenture payable of $43,651 recorded in Note 24 24 23 As at May 31, 2023 2022 During the year ended May 31, 2023 2022 2021 TLRY 23 May 31, May 31, 2023 2022 5.00 $ 277,856 $ 277,856 Principal amount paid (150,526 ) (88,026 ) Unamortized discount (786 ) (4,634 ) Net carrying amount $ 126,544 $ 185,196 The TLRY 23 April 1 October 1 may 23 23 October 1, 2023, no five 23, The TLRY 23 23; not The TLRY 23 may first 365 may one thousand May 31, 2023 2022 23, may Prior to the close of business on the business day immediately preceding April 1, 2023, 23 April 1, 2023 may 23, one thousand The Company may 23, 23 24 As of May 31, 2023 23 not May 31, 2023 23, As of May 31, 2023 23. During the year ended May 31, 2023 23 2022 2021 2022 2021 2022 2021 |
Note 18 - Warrants
Note 18 - Warrants | 12 Months Ended |
May 31, 2023 | |
Notes to Financial Statements | |
Warrants [Text Block] | 18. Warrants During the year ended May 31, 2022, May 31, 2023 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 year ended May 31, 2023 may may 3 9 1933 not may may may not The Company estimated the fair value of the warrant liability at May 31, 2023 3 Expected volatility is based on both historical and implied volatility of the Company’s common stock. |
Note 19 - Stockholders' Equity
Note 19 - Stockholders' Equity | 12 Months Ended |
May 31, 2023 | |
Notes to Financial Statements | |
Equity [Text Block] | 19. Stockholders equity On March 16, 2023, 1 2 2 one Issued and outstanding At May 31, 2023 May 31, 2022 During the year-ended May 31, 2023 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) 16,114,406 shares to settle amounts owed to the non-controlling shareholders of Aphria Diamond in the amount of $60,062. d) 1,862,080 shares for the exercise of various stock-based compensation awards. e) 1,708,521 shares issued to acquire Montauk Brewing Company Inc. e) 38,500,000 shares issued as part of a share lending agreement with an affiliate of Jefferies LLC in connection with the registered offering of $150 Million of unsecured convertible senior notes (TLRY 27 Stock-based compensation For the year ended May 31, 2023 2022 2021 Tilray 2018 The 2018 not one not five hundred thousand first one million Stock options represent the right to purchase shares of our common stock on the date of exercise at a stated exercise price. The exercise price of a stock option generally must be at least equal to the fair market value of our shares of common stock on the date of grant. The Company’s compensation committee may ten RSUs represent a right to receive common stock or their cash equivalent for each RSU that vests, which vesting may no not may SARs provide for a payment, or payments, in cash or shares of common stock to the holder based upon the difference between the fair market value of shares of our common stock on the date of exercise and the stated exercise price. The maximum term of SARs granted under the EIP is ten The EIP permits the grant of performance-based stock and cash awards. The performance goals may one may one one As of April 30, 2021, 2018 January 1 not ten January 1, 2019 January 1, 2027, December 31 Certain employees and other service providers of the Company participate in the equity-based compensation plan of Privateer Holdings, Inc (the “Original Plan”) under the terms and valuation method detailed below. The expected life of the stock options represented the period of time stock options were expected to be outstanding and was estimated considering vesting terms and employees’ historical exercise and post-vesting employment termination behavior. Expected volatility was based on historical volatilities of public companies operating in a similar industry to Privateer Holdings. The risk-free rate is based on the United States Treasury yield curve in effect at the time of grant. The expected dividend yield was determined based on the stock option’s exercise price and expected annual dividend rate at the time of grant. No stock options were granted under the EIP during the year ended May 31, 2023 2022 May 31, 2021 $nil; not Stock-based activity under the EIP and Original Plan for the year ended May 31, 2023 EIP Time-based stock option activity Weighted- Weighted- average average remaining Stock exercise contractual Aggregate Options price term (years) intrinsic value Balance, May 31, 2022 2,881,749 $ 14.93 6.0 $ — Granted — — — — Exercised — — — — Forfeited — — — — Cancelled (72,551 ) 11.37 — — Balance, May 31, 2023 2,809,198 $ 14.88 5.0 $ — Original plan time-based stock option activity Weighted- Weighted- average average remaining Stock exercise contractual Aggregate Options price term (years) intrinsic value Balance, May 31, 2022 92,777 $ 3.52 3.8 $ 117 Exercised (7,853 ) 3.27 — — Forfeited — — — — Cancelled (20,955 ) 4.80 — — Balance, May 31, 2023 63,969 $ 3.27 3.8 $ 7.68 EIP Time-based RSU activity Weighted- Weighted- average average grant-date remaining Time-based fair value contractual Aggregate RSUs per share term (years) intrinsic value Balance, May 31, 2022 6,710,780 $ 11.76 2.6 $ 25,894 Granted 8,639,739 3.39 — — Vested (2,081,268 ) 11.15 — — Forfeited (1,130,559 ) 5.43 — — Cancelled — — — — Balance, May 31, 2023 12,138,692 $ 6.04 1.7 $ 24,857 Predecessor Plan - Aphria Aphria had established the Aphria Omnibus Incentive Plan (the “Predecessor Plan”). Following stockholder approval of the EIP, no nil The fair value of each stock option granted under the Predecessor Plan is estimated on grant date using the Black-Scholes option pricing model using the following assumptions: risk-free rate for 2021 2020 2021 2020 2021 2020 2021 2020 20%; 2021 $nil 2020 $nil not Stock option, RSU and DSU activity for the Company under the Predecessor Plan is as follows: Time-based stock option activity May 31, 2023 Weighted Weighted Weighted average average average grant remaining Aggregate Number of exercise date fair contractual Intrinsic options price value term (years) Amount Balance, May 31, 2022 1,839,028 $ 11.29 $ 64.44 1.8 — Exercised — — — N/A N/A Granted — — — N/A N/A Forfeited (396 ) 8.95 112.24 N/A N/A Expired (132,005 ) 13.07 41.93 N/A N/A Balance, May 31, 2023 1,706,627 $ 11.16 $ 60.75 1.0 — Vested and exercisable, May 31, 2023 1,706,627 $ 11.16 $ 60.75 1.0 — Time-based and Performance-based RSU activity May 31, 2023 Weighted average grant - date fair Time- based value per RSUs share Balance, May 31, 2022 777,112 $ 11.09 Granted — — Vested (390,419 ) $ 14.55 Forfeited (15,511 ) $ 8.75 Balance, May 31, 2023 371,182 $ 11.37 |
Note 20 - Accumulated Other Com
Note 20 - Accumulated Other Comprehensive Loss | 12 Months Ended |
May 31, 2023 | |
Notes to Financial Statements | |
Comprehensive Income (Loss) Note [Text Block] | 20. Accumulated other comprehensive loss Accumulated other comprehensive loss includes the following components: Unrealized Foreign loss on currency convertible translation notes gain (loss) receivables Total Balance May 31, 2020 $ (232 ) $ (5,202 ) $ (5,434 ) Settlement of convertible notes receivable — 5,277 5,277 Other comprehensive loss 156,649 (3,824 ) 152,825 Balance May 31, 2021 156,417 (3,749 ) 152,668 Other comprehensive loss (102,004 ) (71,428 ) (173,432 ) Balance May 31, 2022 54,413 (75,177 ) (20,764 ) Other comprehensive (loss) reversal (101,023 ) 75,177 (25,846 ) Balance May 31, 2023 $ (46,610 ) $ - $ (46,610 ) |
Note 21 - Non-controlling Inter
Note 21 - Non-controlling Interests | 12 Months Ended |
May 31, 2023 | |
Notes to Financial Statements | |
Noncontrolling Interest Disclosure [Text Block] | 21. Non-controlling interests The following tables summarize the information relating to the Company’s majority-owned subsidiaries, CC Pharma Nordic ApS (75%), Aphria Diamond (51%), ColCanna S.A.S. (90%), and SH Acquisition (68%) before intercompany eliminations. Summarized balance sheet information of the entities in which there is a non-controlling interest as at May 31, 2023 SH CC Pharma Aphria ColCanna May 31, Acquisition Nordic ApS Diamond S.A.S. 2023 Current assets $ — $ 114 $ 127,689 $ 224 $ 128,027 Non-current assets 74,681 — 135,085 3,307 213,073 Current liabilities — (1,166 ) (142,554 ) (6,697 ) (150,417 ) Non-current liabilities — — (53,197 ) (1,428 ) (54,625 ) Net assets $ 74,681 $ (1,052 ) $ 67,023 $ (4,594 ) $ 136,058 Summarized balance sheet information of the entities in which there is a non-controlling interest as at 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 Summarized income statement information of the entities in which there is a non-controlling interest for the year ended May 31, 2023 SH CC Pharma Aphria ColCanna May 31, Acquisition Nordic ApS Diamond S.A.S. 2023 Revenue $ — $ 126 $ 161,453 $ 1 $ 161,580 Total expenses 107,297 748 85,460 57,293 250,798 Net (loss) income (107,297 ) (622 ) 75,993 (57,292 ) (89,218 ) Other comprehensive (loss) income 70,778 (21 ) (961 ) (34,643 ) 35,153 Net comprehensive (loss) income $ (36,519 ) $ (643 ) $ 75,032 $ (91,935 ) $ (54,065 ) Non-controlling interest % 32 % 25 % 49 % 10 % NA Comprehensive (loss) income attributable to NCI (11,686 ) (161 ) 36,766 (9,194 ) 15,725 Additional income attributable to NCI — — 11,421 — 11,421 Net comprehensive (loss) income attributable to NCI $ (11,686 ) $ (161 ) $ 48,187 $ (9,194 ) $ 27,146 Summarized income statement information of the entities in which there is a non-controlling interest for the year ended May 31, 2022 SH CC Pharma Aphria ColCanna May 31, Acquisition Nordic ApS Diamond S.A.S. 2022 Revenue $ — $ 354 $ 148,323 $ — $ 148,677 Total expenses (11,180 ) 470 77,057 35 66,382 Net (loss) income 11,180 (116 ) 71,266 (35 ) 82,295 Other comprehensive (loss) income (70,778 ) 47 (2,353 ) (4,737 ) (77,821 ) Net comprehensive (loss) income $ (59,598 ) $ (69 ) $ 68,913 $ (4,772 ) $ 4,474 Non-controlling interest % 32 % 25 % 49 % 10 % NA Net comprehensive (loss) income $ (19,071 ) $ (17 ) $ 33,767 $ (477 ) $ 14,202 Summarized income statement information of the entities in which there is a non-controlling interest for the year ended May 31, 2021 CC Pharma Aphria ColCanna May 31, Nordic ApS Diamond S.A.S. 2021 Revenue $ 827 $ 131,381 $ — $ 132,208 Total expenses (recovery) 958 67,030 923 68,911 Net (loss) income (131 ) 64,351 (923 ) 63,297 Other comprehensive (loss) income — — — — Net comprehensive (loss) income $ (131 ) $ 64,351 $ (923 ) $ 63,297 Non-controlling interest % 25 % 49 % 10 % NA Net comprehensive (loss) income $ (33 ) $ 31,532 $ (92 ) $ 31,407 |
Note 22 - Net Revenue
Note 22 - Net Revenue | 12 Months Ended |
May 31, 2023 | |
Notes to Financial Statements | |
Revenue from Contract with Customer [Text Block] | 22. Net revenue Net revenue is comprised of: For the year ended May 31, 2023 2022 2021 Cannabis revenue $ 284,314 $ 300,891 $ 264,334 Cannabis excise taxes (63,884 ) (63,369 ) (62,942 ) Net cannabis revenue 220,430 237,522 201,392 Beverage alcohol revenue 100,679 74,959 29,661 Beverage alcohol excise taxes (5,586 ) (3,467 ) (1,062 ) Net beverage alcohol revenue 95,093 71,492 28,599 Distribution revenue 258,770 259,747 277,300 Wellness revenue 52,831 59,611 5,794 Total $ 627,124 $ 628,372 $ 513,085 |
Note 23 - Cost of Goods Sold
Note 23 - Cost of Goods Sold | 12 Months Ended |
May 31, 2023 | |
Notes to Financial Statements | |
Cost of Goods Sold [Text Block] | 23. Cost of goods sold Cost of goods sold is comprised of: For the year ended May 31, 2023 2022 2021 Cannabis costs $ 162,755 $ 194,834 $ 130,511 Beverage alcohol costs 48,770 32,033 12,687 Distribution costs 231,309 243,231 242,472 Wellness costs 37,330 41,457 4,233 Total $ 480,164 $ 511,555 $ 389,903 |
Note 24 - General and Administr
Note 24 - General and Administrative Expenses | 12 Months Ended |
May 31, 2023 | |
Notes to Financial Statements | |
General and Administrative Expenses [Text Block] | 24. General and administrative expenses General and administrative expenses are comprised of the following items: For the year ended May 31, 2023 2022 2021 Executive compensation $ 13,655 $ 14,128 $ 8,645 Office and general 27,845 27,153 19,503 Salaries and wages 57,228 51,693 37,126 Stock-based compensation 39,595 35,994 17,351 Insurance 12,033 17,536 12,257 Professional fees 7,166 13,047 11,779 Gain on sale of capital assets (48 ) (682 ) — Insurance proceeds — (4,032 ) — Travel and accommodation 4,530 4,203 2,711 Rent 3,155 3,761 2,203 Total $ 165,159 $ 162,801 $ 111,575 |
Note 25 - Interest Expense, Net
Note 25 - Interest Expense, Net | 12 Months Ended |
May 31, 2023 | |
Notes to Financial Statements | |
Interest Income and Interest Expense Disclosure [Text Block] | 25. Interest expense, net Interest expense, net is comprised of: For the year ended May 31, 2023 2022 2021 Interest income $ 33,025 $ 11,736 $ 2,926 Interest expense (46,612 ) (39,680 ) (30,903 ) $ (13,587 ) $ (27,944 ) $ (27,977 ) |
Note 26 - Non-operating (Expens
Note 26 - Non-operating (Expense) Income | 12 Months Ended |
May 31, 2023 | |
Notes to Financial Statements | |
Other Nonoperating Income and Expense [Text Block] | 26. Non-operating (expense) income Non-operating (expense) income is comprised of: For the year ended May 31, 2023 2022 2021 Change in fair value of convertible debenture payable $ (43,651 ) $ 163,670 $ (170,453 ) Change in fair value of warrant liability 12,438 63,913 1,234 Foreign exchange loss (25,535 ) (28,383 ) (22,347 ) Loss on long-term investments (2,190 ) (6,737 ) (2,352 ) Other non-operating (losses) gains, net (7,971 ) 5,208 9,080 $ (66,909 ) $ 197,671 $ (184,838 ) Other non-operating (losses) gains, net for the year ended May 31, 2023, |
Note 27 - Commitments and Conti
Note 27 - Commitments and Contingencies | 12 Months Ended |
May 31, 2023 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | 27. Commitments and contingencies Purchase and other commitments The Company has payments on long-term debt (refer to Note 16 17 Total 2024 2025 2026 2027 Thereafter Long-term debt repayment $ 161,707 $ 24,080 $ 14,208 $ 41,798 $ 10,522 $ 71,099 Convertible notes payable 464,070 177,330 136,740 — — 150,000 Material purchase obligations 24,468 18,726 5,140 602 — — Construction commitments 8,410 8,410 — — — — Total $ 658,655 $ 228,546 $ 156,088 $ 42,400 $ 10,522 $ 221,099 Legal proceedings In the ordinary course of business, we are at times subject to various legal proceedings and disputes, including the proceedings specifically discussed below. We assess our liabilities and contingencies in connection with outstanding legal proceedings utilizing the latest information available. Where it is probable that we will incur a loss and the amount of the loss can be reasonably estimated, we record a liability in our consolidated financial statements. These legal reserves may not not not not may 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, February 27, 2023, not Authentic Brands Group Related Class Action (New York, United States) On May 4, 2020, 10 20 1934 January 15, 2019, March 2, 2020. August 6, 2020, October 5, 2020, 10 20 On September 27, 2021, December 3, 2021, second February 2, 2022. September 28, 2022, second October 12, 2022, 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 Langevin Canada Class Action Regarding Alleged Mislabled Products (Alberta, Canada) On June 16, 2020, not July 20, 2020, December 4, 2020 June 1, 2021, no Legal Proceedings Related to Contractual Obligations 420 On February 21, 2020, 420 “420 August 2019, 420 420 February 2020, 420 no 420 not 420 C$110,000, C$20,000 March 20, 2020. 420 April 20, 2020. 420 August 25, 2020 November 30, 2020. 420 420 August 2021 2022. may 2023. February 2023, C$7,000 420 August 28, 2019, March 2020, September October 2023. No no Docklight Litigation On November 5, 2021 2018 2020 2021, 2021 December 17, 2021, January 21, 2022, April 2023, Cannfections Group Inc. / High Park Farms Ltd. and High Park Holdings Ltd. (Canada, Commercial Arbitration ) On December 2, 2022 2019 C$27,500. November 2023. Included in Litigation (recovery) costs is $33,400 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 year ended May 31, 2023. |
Note 28 - Financial Risk Manage
Note 28 - Financial Risk Management and Financial Instruments | 12 Months Ended |
May 31, 2023 | |
Notes to Financial Statements | |
Financial Instruments Disclosure [Text Block] | 28. Financial risk management and financial instruments Financial instruments The Company has classified its financial instruments as described in Note 3 ) 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. The Company’s long-term debt of $nil 2022 Fair value hierarchy Financial instruments recorded at fair value are classified using a fair value hierarchy that reflects the significance of inputs used in making the measurements. Cash and cash equivalents are Level 1. Level 1 Quoted prices (unadjusted) in active markets for identical assets and liabilities Level 2 Inputs that are observable for the asset or liability, either directly (prices) or indirectly (derived from prices) from observable market data Level 3 Inputs for assets and liabilities not The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of May 31, 2023 2022 May 31, Level 1 Level 2 Level 3 2023 Financial assets Cash and cash equivalents $ 206,632 $ — $ — $ 206,632 Marketable securities 241,897 — — 241,897 Convertible notes receivable — — 103,401 103,401 Equity investments measured at fair value 1,056 1,088 5,651 7,795 Financial liabilities Warrant liability — — (1,817 ) (1,817 ) Contingent consideration — — (27,107 ) (27,107 ) APHA 24 Convertible debenture — — (120,568 ) (120,568 ) Total recurring fair value measurements $ 449,585 $ 1,088 $ (40,440 ) $ 410,233 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 convertible notes receivable, equity investments measured at fair value, convertible debentures measured at fair value, acquisition-related contingent consideration, and warrant liability. Convertible notes receivable and long-term investments are recorded at fair value. The estimated fair value is determined using the Black Scholes option pricing model, probability of legalization and is classified as Level 3. Convertible debentures payable are recorded at fair value when elected or required under US GAAP. Specifically, the APHA 24 3. Certain equity investments recorded at fair value have quoted prices in active markets for identical assets and are classified as Level 1.The 2 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 balances of assets and liabilities categorized within Level 3 APHA 24 Convertible Equity Warrant Contingent Convertible notes receivable Investments Liability Consideration Debt Total Balance, May 31, 2022 $ 111,200 $ 5,703 $ (14,255) $ (16,007) $ (216,753) $ (130,112) Additions / (repayments) 167,752 — — (10,245) 122,500 280,007 Unrealized gain (loss) on fair value 70,779 (52) 12,438 (855) (26,315) 55,995 Impairments (246,330) — — — — (246,330) Balance, May 31, 2023 $ 103,401 $ 5,651 $ (1,817) $ (27,107) $ (120,568) $ (40,440) The unrealized gain (loss) on fair value for the Convertible Debenture, warrant liability, contingent consideration and convertible notes payable are recognized in non-operating income (loss) and other comprehensive income for the convertible notes receivable using the following inputs: Significant Valuation unobservable Financial asset / financial liability technique input Inputs APHA Convertible debentures Black-Scholes Volatility, 50% expected life (in years) 1.0 Warrant liability Black-Scholes Volatility, 50% expected life (in years) 1.8 Contingent consideration Discounted cash flows Discount rate, 5% - 11% achievement 25% - 80% Convertible notes receivable Black-Scholes Effective interest rate, 17% - 22% forfeiture rate, 35% - 75% conversion 0% - 60% Items measured at fair value on a non-recurring basis The Company's prepayments and other current assets, long lived assets, including property and equipment, goodwill and intangible assets are measured at fair value when there is an indicator of impairment and are recorded at fair value only when an impairment charge is recognized. Financial risk management The Company has exposure to the following risks from its use of financial instruments: credit; liquidity; currency rate; interest rate price; equity price risk; and capital management risk. (a) Credit risk Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations. The maximum credit exposure at May 31, 2023 not not The Company evaluates the collectability of its accounts receivable and maintains an allowance for credit losses at an amount sufficient to absorb losses inherent in the existing accounts receivable portfolio as of the reporting dates based on the estimate of expected net credit losses. Trade receivables included an allowance for doubtful accounts and credit loss provision of $6,641 at May 31, 2023 2022 Balance at the beginning of period Movement during the year (1) Balance at end of period Fiscal year ended May 31, 2023 Allowance for doubtful accounts and credit loss provision $ 5,404 $ 1,237 $ 6,641 Fiscal year ended May 31, 2022 Allowance for doubtful accounts and credit loss provision 4,571 833 5,404 Fiscal year ended May 31, 2021 Allowance for doubtful accounts and credit loss provision 2,313 2,258 4,571 ( 1 Included in movements for the period is the total movements for foreign exchange, additions to the provisions and utilization of the credit loss provision and allowance for doubtful accounts. (b) Liquidity risk As at May 31, 2023 one five The Company maintains a minimum deposit on certain Canadian cash operating accounts tied to loans secured by its Aphria One and SweetWater facilities. The Company maintains debt service charge and leverage covenants on certain loans secured by its Aphria Diamond facilities and 420 not The Company manages its liquidity risk by reviewing its capital requirements on an ongoing basis. Based on the Company’s working capital position at May 31, 2023 (c) Currency rate risk As at May 31, 2023 third not not (d) Interest rate price risk The Company’s exposure to changes in interest rates relates primarily to the Company’s outstanding debt. The Company manages interest rate risk by restricting the type of investments and varying the terms of maturity and issuers of marketable securities. Varying the terms to maturity reduces the sensitivity of the portfolio to the impact of interest rate fluctuations. (e) Capital management The Company’s objectives when managing its capital are to safeguard its ability to continue as a going concern, to meet its capital expenditures for its continued operations, and to maintain a flexible capital structure which optimizes the cost of capital within a framework of acceptable risk. The Company manages its capital structure and adjusts it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust its capital structure, the Company may not 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 29 - Segment Reporting
Note 29 - Segment Reporting | 12 Months Ended |
May 31, 2023 | |
Notes to Financial Statements | |
Segment Reporting Disclosure [Text Block] | 29. 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 segments. 1 2 3 4 Operating segments have not no not Segment gross profit from external customers: For the year ended May 31, Cannabis 2023 2022 2021 Net revenue $ 220,430 $ 237,522 $ 201,392 Cost of goods sold 162,755 194,834 130,511 Gross profit 57,675 42,688 70,881 Distribution Net revenue $ 258,770 $ 259,747 $ 277,300 Cost of goods sold 231,309 243,231 242,472 Gross profit 27,461 16,516 34,828 Beverage alcohol Net revenue 95,093 71,492 28,599 Cost of goods sold 48,770 32,033 12,687 Gross profit 46,323 39,459 15,912 Wellness Net revenue 52,831 59,611 5,794 Cost of goods sold 37,330 41,457 4,233 Gross profit 15,501 18,154 1,561 Channels of cannabis revenue were as follows: For the year ended May 31, 2023 2022 2021 Revenue from Canadian medical cannabis $ 25,000 $ 30,599 $ 25,539 Revenue from Canadian adult-use cannabis 214,319 209,501 222,930 Revenue from wholesale cannabis 1,436 6,904 6,615 Revenue from international cannabis 43,559 53,887 9,250 Less excise taxes (63,884 ) (63,369 ) (62,942 ) Total $ 220,430 $ 237,522 $ 201,392 On July 12, 2022, 11 17 third Included in revenue from Canadian adult-use cannabis is $40,377 of advisory services, as well as amendment fees related to modifications to the existing advisory services agreement and procurement services revenue for the year ended May 31, 2023 Geographic net revenue: For the year ended May 31, 2023 2022 2021 North America $ 324,645 $ 314,132 $ 229,120 EMEA 284,567 296,911 279,062 Rest of World 17,912 17,329 4,903 Total $ 627,124 $ 628,372 $ 513,085 Geographic capital assets: May 31, May 31, 2023 2022 North America $ 319,173 $ 464,370 EMEA 107,131 119,409 Rest of World 3,363 3,720 Total $ 429,667 $ 587,499 Major customers are defined as customers that each individually account for greater than 10% May 31, 2023, 2022 2021 10% |
Note 30 - Subsequent Events
Note 30 - Subsequent Events | 12 Months Ended |
May 31, 2023 | |
Notes to Financial Statements | |
Subsequent Events [Text Block] | 30. Subsequent Events On June 9, 2023, 27 On June 22, 2023, April 10, 2023. On June 30, 2023, “420” June 2028, |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 12 Months Ended |
May 31, 2023 | |
Accounting Policies [Abstract] | |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and cash equivalents Cash and cash equivalents are comprised of cash and highly liquid investments that are both readily convertible into known amounts of cash with original maturities of three |
Marketable Securities, Policy [Policy Text Block] | Marketable Securities The Company classifies term deposits and other investments that have maturities of greater than three one |
Accounts Receivable [Policy Text Block] | Accounts receivable The Company maintains an allowance for credit losses at an amount sufficient to absorb losses inherent in its accounts receivable portfolio as of the reporting dates based on the projection of expected credit losses. The Company applies the aging method to estimate the allowance for expected credit losses. The aging method is applied to accounts receivables at the business unit level to reflect shared risk characteristics, such as receivable type, customer type and geographical location. The aging method assigns accounts receivables to a level of delinquency and applies loss rates to each class based on historical loss experience. The Company also considers relevant qualitative and quantitative factors to assess whether historical loss experience should be adjusted to better reflect the risk characteristics of the current classes and the expected future loss. This assessment incorporates all available information relevant to considering the collectability of its current classes, including considering economic and business conditions, default trends, changes in its class composition, among other internal and external factors. The expected credit loss estimates are adjusted for current conditions and reasonable supportable forecasts. As part of the Company’s analysis of expected credit losses, it may not |
Inventory, Policy [Policy Text Block] | Inventory Inventory is valued at the lower of cost and net realizable value, determined using weighted average cost. All direct and indirect costs related to inventory are capitalized as they are incurred, and they are subsequently recorded in cost of goods sold on the statements of loss and comprehensive loss at the time inventory is sold. Net realizable value is defined as the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. At the end of each reporting period, the Company performs an assessment of inventory and records write-downs for excess and obsolete inventories based on the Company’s estimated forecast of product demand, production requirements, market conditions, regulatory environment, and spoilage. Actual inventory losses may |
Property, Plant and Equipment, Policy [Policy Text Block] | Capital assets Capital assets are recorded at cost and amortized on a straight-line basis over the estimated useful lives or lease term, whichever is shorter. The Company’s capital assets are reviewed when impairment indicators are present by analyzing underlying cash flow projections. Maintenance and repairs are charged to expenses as incurred. The Company uses the following ranges of asset lives: Asset type Depreciation method Depreciation term (estimated useful life) Production facility Straight-line 20 – 30 years Equipment Straight-line 3 – 25 years Leasehold improvements Straight-line Lesser of estimated useful life or lease term Finance lease right-of-use assets Straight-line Lesser of the lease term and the useful life of the leased asset |
Goodwill and Intangible Assets, Intangible Assets, Policy [Policy Text Block] | Intangible assets Intangible assets are recorded at cost and amortized on a straight-line basis over the estimated useful lives. The Company uses the following ranges of asset lives: Asset type Amortization term Customer relationships & distribution channel 14 16 Licences, permits & applications 90 Intellectual property, trademarks & brands 15 25 Non-compete agreements Over term of non-compete Know how 5 |
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | Impairment of long-lived assets The Company reviews long-lived assets, including capital assets and definite life intangible assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not may |
Business Combinations and Goodwill [Policy Text Block] | Business combinations and goodwill The Company accounts for business combinations using the acquisition method in accordance with Accounting Standards Codification, ASC 805, Business Combinations Contingent consideration is measured at its acquisition-date fair value and included as part of the consideration transferred in a business combination. Contingent consideration that is classified as a liability is remeasured at subsequent reporting dates, with the corresponding gain or loss recognized in profit or loss. Non-controlling interests in the acquiree are measured at fair value on acquisition date. Acquisition-related costs are recognized as expenses in the periods in which the costs are incurred and the services are received (except for the costs to issue debt or equity securities which are recognized according to specific requirements). Purchase price allocations may not one Goodwill represents the excess of the consideration transferred for the acquisition of subsidiaries over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. Following initial recognition, goodwill is measured at cost less any accumulated impairment losses. |
Impairment or Disposal of Long-Lived Assets, Including Intangible Assets, Policy [Policy Text Block] | Impairment of goodwill and indefinite-lived intangible assets Goodwill is allocated to the reporting unit in which the business that created the goodwill resides. A reporting unit is an operating segment, or a business unit one fourth may not |
Lessee, Leases [Policy Text Block] | Leases Arrangements containing leases are evaluated as an operating or finance lease at lease inception. For operating leases, the Company recognizes an operating lease right-of-use ("ROU") asset and operating lease liability at lease commencement based on the present value of lease payments over the lease term. With the exception of certain finance leases, an implicit rate of return is not The incremental borrowing rate is determined using a portfolio approach based on the rate of interest the Company would have to pay to borrow funds on a collateralized basis over a similar term. The Company references market yield curves which are risk-adjusted to approximate a collateralized rate in the currency of the lease. These rates are updated on a quarterly basis for measurement of new lease obligations. The Company’s lease terms may 12 not |
Financing Receivable [Policy Text Block] | Convertible notes receivable Convertible notes receivables include various investments in which the Company has the right, or potential right see Note 11 not |
Investment, Policy [Policy Text Block] | Long-term investments Long-term investments include investments in equity securities of entities over which the Company does not |
Equity Method Investments [Policy Text Block] | Equity method investments Investments in entities over which the Company does not |
Debt, Policy [Policy Text Block] | Convertible debentures The Company accounts for its convertible debentures in accordance with ASC 470 20 Debt with Conversion and Other Options 815 15 Derivatives and Hedging Embedded Derivatives 470 20 Debt Debt with Conversion and Other Options Upon repurchase of convertible debt instruments, ASC 470 20 For convertible debentures with an embedded conversion feature that did not 815 15, 825 Fair Value Measurements |
Derivatives, Policy [Policy Text Block] | Warrants Warrants are accounted for in accordance with applicable accounting guidance provided in ASC 815 Derivatives and Hedging Contracts in Entity's Own Equity not |
Fair Value Measurement, Policy [Policy Text Block] | Fair value measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The carrying values of accounts receivable, prepaids and other current assets, bank indebtedness and accounts payable and accrued liabilities approximate their fair values due to their short periods to maturity. The Company calculates the estimated fair value of financial instruments, including convertible notes receivable, long-term investments, warrant liability, contingent consideration, and convertible debentures, using quoted market prices when available. When quoted market prices are not may |
Income Tax, Policy [Policy Text Block] | Income taxes Income taxes are recognized in the consolidated statements of loss and comprehensive loss and are comprised of current and deferred taxes. Current tax is recognized in connection with income for tax purposes, unrealized tax benefits and the recovery of tax paid in a prior period and measured using enacted tax rates and laws applicable to the taxation period during which the income for tax purposes arose. Deferred tax assets and liabilities are determined based on the differences between the financial reporting and the tax basis of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Management makes an assessment of the likelihood that a deferred tax asset will be realized, and a valuation allowance is provided to the extent that it is more likely than not not The Company recognizes uncertain income tax positions at the largest amount that is more likely than not not 50% |
Revenue from Contract with Customer [Policy Text Block] | Revenue Revenue is recognized when the control of the promised goods, through performance obligation, is transferred to the customer in an amount that reflects the consideration we expect to be entitled to in exchange for the performance obligations or as advisory services are provided. Payments received for the goods or services in advance of performance are recognized as a contract liability. 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, the Company considers the effects of variable consideration and the existence of significant financing components, if any. Some contracts for the sale of goods may may |
Cost of Goods and Service [Policy Text Block] | Cost of goods sold Cost of goods sold represents costs directly related to manufacturing and distribution of the Company’s products. Primary costs include raw materials, packaging, direct labor, overhead, shipping and handling, the amortization of manufacturing equipment and production facilities and tariffs. Manufacturing overhead and related expenses include salaries, wages, employee benefits, utilities, maintenance and property taxes. Cost of goods sold also includes inventory valuation adjustments. |
General and Administrative Expenses, Policy [Policy Text Block] | General and administrative General and administrative expenses are comprised primarily of (i) personnel related costs such as salaries, benefits, annual employee bonus expense and stock-based ‘compensation costs; (ii) legal, accounting, consulting and other professional fees; and (iii) corporate insurance and other facilities costs associated with our corporate and administrative locations. |
Selling [Policy Text Block] | Selling Selling expenses are comprised of direct selling costs which primarily consist of (i) commissions paid to our third |
Marketing and Promotions [Policy Text Block] | Marketing and promotion Marketing and promotion expenses are comprised primarily of marketing and advertising expenses. |
Research and Development Expense, Policy [Policy Text Block] | Research and development Research and development costs are expensed as incurred. Research and development are comprised primarily of costs for clinical study costs, contracted research, consulting services, materials, supplies and other expenses incurred to sustain our overall research and development programs. |
Share-Based Payment Arrangement [Policy Text Block] | Stock-based compensation The Company has an omnibus plan which includes issuances of stock options, restricted stock units (“RSUs”) and stock appreciation rights (“SARs”). The Company estimates the fair value of stock options on the date of grant using the Black-Scholes option pricing model. The fair value of RSUs is based on the share price as at date of grant and no SARs were issued to date. The share-based compensation expense is based on the fair value of the stock-based awards at the grant date and the expense is recognized over the related service period following a straight-line vesting expense schedule. The Company estimates forfeitures at the time of grant and revises these estimates in subsequent periods if actual forfeitures differ from those estimates. Any revisions are recognized in the consolidated statements of loss and comprehensive loss such that the cumulative expense reflects the revised estimate. For performance-based stock options and RSUs, the Company records compensation expense over the estimated service period adjusted for a probability factor of achieving the performance-based milestones. At each reporting date, the Company assesses the probability factor and records compensation expense accordingly, net of estimated forfeitures. |
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 year. 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 and similar instruments. Shares of common stock outstanding under the share lending arrangement entered into in conjunction with the TLRY 27 17 In computing diluted earnings (loss) per share, common share equivalents are not |
Use of Estimates, Policy [Policy Text Block] | Critical accounting estimates and judgments The preparation of the Company’s financial statements requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities, revenues and expenses. These estimates and judgements are subject to change based on experience and new information which could result in outcomes that require a material adjustment to the carrying amounts of assets or liabilities affecting future periods. Actual results may Financial statement areas that require significant judgement and estimates are as follows: Long-term investments and convertible notes receivable may not may Use of the valuation approach described below may may not Company-specific information is considered when determining whether the fair value of a long-term investment or convertible notes receivable should be adjusted upward or downward at the end of each reporting period. In addition to company-specific information, the Company will consider trends in general market conditions and the share performance of comparable publicly traded companies when valuing long-term investments and convertible notes receivable. The fair value of long-term investments and convertible notes receivable may • There has been a significant subsequent equity financing provided by outside investors at a valuation different than the current value of the investee company, in which case the fair value of the investment is set to the value at which that financing took place; • There have been significant corporate, political, or operating events affecting the investee company that, in management’s opinion, have a material impact on the investee company’s prospects and therefore its fair value. In these circumstances, the adjustment to the fair value of the investment will be based on management’s judgment and any value estimated may not • The investee company is placed into receivership or bankruptcy; • Based on financial information received from the investee company, it is apparent to the Company that the investee company is unlikely to be able to continue as a going concern; • Important positive or negative management changes by the investee company that the Company’s management believes will have a positive or negative impact on the investee company’s ability to achieve its objectives and build value for shareholders. Adjustment to the fair value of a long-term investment and convertible notes receivable will be based upon management’s judgment and any value estimated may not may Estimated useful lives, impairment considerations and amortization of capital and intangible assets Goodwill and indefinite-lived intangible asset impairment testing require management to make estimates in the impairment testing model. On at least an annual basis, the Company tests whether goodwill and indefinite-lived intangible assets are impaired. Impairment of definite long-lived assets is influenced by judgment in defining a reporting unit and determining the indicators of impairment, and estimates used to measure impairment losses The reporting unit’s fair value is determined using discounted future cash flow models, which incorporate assumptions regarding future events, specifically future cash flows, growth rates and discount rates. Stock-based compensation Business combinations third Convertible debentures Warrant liability |
New Accounting Pronouncements, Policy [Policy Text Block] | New accounting pronouncements not In October 2021, 2021 08, Business Combinations (Subtopic 805 2021 08” 2021 08 June 1, 2023. New accounting pronouncements recently adopted In August 2020, 2020 06, Debt Debt with Conversion and Other Options (Subtopic 470 20 Contracts in Entity s Own Equity (Subtopic 815 40 s Own Equity 2020 06” 2020 06 June 1, 2022 not . In May 2021, 2021 04, Modifications and Extinguishments (Subtopic 470 50 Stock Compensation (Topic 718 Contracts in Entity s Own Equity (Subtopic 815 40 2021 04” 260. June 1, 2022 2021 04 not In November 2021, 2021 10, Government Assistance (Topic 832 1 2 3 June 1, 2022 2021 04 not |
Note 3 - Significant Accounti_2
Note 3 - Significant Accounting Policies (Tables) | 12 Months Ended |
May 31, 2023 | |
Notes Tables | |
Property, Plant and Equipment, Useful Life [Table Text Block] | Asset type Depreciation method Depreciation term (estimated useful life) Production facility Straight-line 20 – 30 years Equipment Straight-line 3 – 25 years Leasehold improvements Straight-line Lesser of estimated useful life or lease term Finance lease right-of-use assets Straight-line Lesser of the lease term and the useful life of the leased asset |
Intangible Assets, Amortization Term [Table Text Block] | Asset type Amortization term Customer relationships & distribution channel 14 16 Licences, permits & applications 90 Intellectual property, trademarks & brands 15 25 Non-compete agreements Over term of non-compete Know how 5 |
Note 4 - Inventory (Tables)
Note 4 - Inventory (Tables) | 12 Months Ended |
May 31, 2023 | |
Notes Tables | |
Schedule of Inventory, Current [Table Text Block] | May 31, May 31, 2023 2022 Plants $ 10,884 $ 14,521 Dried cannabis 89,801 116,739 Cannabis trim 322 592 Cannabis derivatives 9,229 24,685 Cannabis vapes 1,173 542 Packaging and other inventory items 19,997 21,691 Wellness inventory 11,164 13,275 Beverage alcohol inventory 27,837 27,840 Distribution inventory 30,144 25,644 Total $ 200,551 $ 245,529 |
Note 6 - Capital Assets (Tables
Note 6 - Capital Assets (Tables) | 12 Months Ended |
May 31, 2023 | |
Notes Tables | |
Property, Plant and Equipment [Table Text Block] | May 31, May 31, 2023 2022 Land $ 30,635 $ 31,882 Production facility 344,627 453,412 Equipment 185,422 254,486 Leasehold improvement 7,753 7,455 Construction in progress 8,048 7,505 $ 576,485 $ 754,740 Less: accumulated amortization (146,818 ) (167,241 ) Total $ 429,667 $ 587,499 |
Note 7 - Leases (Tables)
Note 7 - Leases (Tables) | 12 Months Ended |
May 31, 2023 | |
Notes Tables | |
Lease Related Assets and Liabilities [Table Text Block] | Classification on Balance Sheet May 31, 2023 May 31, 2022 Assets Total Operating right-of-use asset Right of use assets $ 5,941 $ 12,996 Liabilities Current: Operating lease liability Accrued lease obligations - current $ 2,423 $ 6,703 Non-current: Operating lease liability Accrued lease obligations - non-current 7,936 11,329 Total lease liabilities $ 10,359 $ 18,032 |
Lessee, Operating Lease, Liability, to be Paid, Maturity [Table Text Block] | Operating leases 2024 $ 4,106 2025 3,295 2026 3,486 2027 3,412 Thereafter 4,012 Total minimum lease payments $ 18,311 Imputed interest (7,952 ) Obligations recognized $ 10,359 |
Note 8 - Intangible Assets (Tab
Note 8 - Intangible Assets (Tables) | 12 Months Ended |
May 31, 2023 | |
Notes Tables | |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | May 31, May 31, 2023 2022 Customer relationships & distribution channel $ 614,062 $ 617,437 Licenses, permits & applications 366,793 377,897 Non-compete agreements 12,394 12,512 Intellectual property, trademarks, knowhow & brands 583,468 634,997 1,576,717 1,642,843 Less: accumulated amortization (187,088 ) (154,124 ) Less: impairments (415,844 ) (210,844 ) Total $ 973,785 $ 1,277,875 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | Amortization 2024 $ 74,169 2025 72,502 2026 72,502 2027 72,502 2028 72,502 Thereafter 428,515 Total $ 792,692 |
Note 9 - Business Acquisitions
Note 9 - Business Acquisitions (Tables) | 12 Months Ended |
May 31, 2023 | |
Acquisition of Montauk Brewing Company, Inc. [Member] | |
Notes Tables | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | Amount Consideration Cash $ 28,701 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 years) 18,540 Intellectual property, trademarks & brands (15 years) 13,650 Goodwill 17,803 Total Assets 55,549 Current liabilities Accounts payable and accrued liabilities 1,580 Long-term liabilities Deferred tax liability 4,851 Other liabilities 3,750 Total liabilities 10,181 Total net assets acquired $ 45,368 |
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 10 - Goodwill (Tables)
Note 10 - Goodwill (Tables) | 12 Months Ended |
May 31, 2023 | |
Notes Tables | |
Schedule of Goodwill [Table Text Block] | May 31, May 31, Reporting Unit 2023 2022 Cannabis $ 2,640,669 $ 2,640,669 Distribution 4,458 4,458 Beverage alcohol 120,802 102,999 Wellness 77,470 77,470 Effect of foreign exchange 7,875 39,640 Impairments (842,431 ) (223,931 ) Total $ 2,008,843 $ 2,641,305 |
Note 11 - Convertible Notes R_2
Note 11 - Convertible Notes Receivable (Tables) | 12 Months Ended |
May 31, 2023 | |
Notes Tables | |
Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block] | May 31, May 31, 2023 2022 HEXO Convertible Note $ 28,720 $ — MedMen Convertible Note 74,681 111,200 Total convertible notes receivable 103,401 111,200 Less - current portion — — Total convertible notes receivable, non current portion $ 103,401 $ 111,200 |
Note 12 - Long-term Investmen_2
Note 12 - Long-term Investments (Tables) | 12 Months Ended |
May 31, 2023 | |
Notes Tables | |
Debt Securities, Trading, and Equity Securities, FV-NI [Table Text Block] | May 31, May 31, 2023 2022 Equity investments measured at fair value $ 2,144 $ 4,347 Equity investments under measurement alternative 5,651 5,703 Total $ 7,795 $ 10,050 |
Note 13 - Income Taxes and De_2
Note 13 - Income Taxes and Deferred Income Taxes (Tables) | 12 Months Ended |
May 31, 2023 | |
Notes Tables | |
Schedule of Income before Income Tax, Domestic and Foreign [Table Text Block] | For the year ended May 31, 2023 2022 2021 United States $ (506,984 ) $ (233,697 ) $ (7,814 ) Canada (912,717 ) (81,772 ) (323,964 ) Other countries (30,480 ) (125,205 ) (13,208 ) $ (1,450,181 ) $ (440,674 ) $ (344,986 ) |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | For the year ended May 31, 2023 2022 2021 Current: United States $ 226 262 $ — Canada 26,290 23,268 15,227 Other countries (62 ) 479 697 $ 26,454 $ 24,009 $ 15,924 Deferred: United States $ (4,055 ) $ 520 $ 1,517 Canada (24,364 ) (17,154 ) (30,111 ) Other countries (5,216 ) (13,917 ) 3,698 $ (33,635 ) $ (30,551 ) $ (24,896 ) Income tax benefits, net $ (7,181 ) $ (6,542 ) $ (8,972 ) |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | For the year ended May 31, 2023 2022 2021 Loss before net income taxes: $ (1,450,181 ) $ (440,674 ) $ (344,986 ) Income tax benefits at statutory rate (304,538 ) (92,542 ) (72,408 ) Tax impact of foreign operations (25,857 ) 81,316 (19,016 ) Foreign exchange and other 13,434 14,941 1,011 Non-deductible expenses 3,982 6,404 (1,347 ) Non-deductible (taxable) losses 23,150 748 45,230 Changes in enacted rates (816 ) — 135 Change in fair value of warrant liability (2,612 ) (13,359 ) (259 ) Stock based and other compensation — 994 2,902 Change in valuation allowance 285,698 17,255 46,007 Non deductible dividend — — (755 ) Impact on convertible debenture and other differences 378 (22,299 ) — Effect of transaction — — (10,472 ) Income tax benefits, net $ (7,181 ) $ (6,542 ) $ (8,972 ) |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | May 31, 2023 2022 Deferred assets Operating loss carryforwards - United States $ 85,259 $ 77,868 Operating loss carryforwards - Canada 145,111 132,293 Operating loss carryforwards - Other Countries 18,787 15,606 Capital loss carryforwards 34,355 38,087 Intangible assets 244,227 150,543 Property and equipment 46,400 20,592 Currently nondeductible interest 2,812 7,165 Investments and convertible notes receivable 66,718 19,055 Investment tax credits and related pool balance 22,054 21,590 Other 50,074 26,976 Total Deferred tax assets 715,797 509,775 Less valuation allowance (625,368 ) (354,071 ) Net deferred tax assets 90,429 155,704 Deferred tax liabilities Property and equipment (18,129 ) (38,387 ) Intangible assets (225,460 ) (305,577 ) Convertible Senior Notes Due 2023 (14,204 ) (8,378 ) Total deferred tax liabilities (257,793 ) (352,342 ) Net deferred tax liability $ (167,364 ) $ (196,638 ) |
Note 15 - Accounts Payable an_2
Note 15 - Accounts Payable and Accrued Liabilities (Tables) | 12 Months Ended |
May 31, 2023 | |
Notes Tables | |
Schedule of Accounts Payable and Accrued Liabilities [Table Text Block] | May 31, May 31, 2023 2022 Trade payables $ 70,819 $ 68,604 Accrued liabilities 82,240 57,497 Accrued payroll and employment related taxes 18,772 17,736 Income taxes payable 14,934 6,150 Accrued interest 3,869 6,772 Other accruals 48 672 Total $ 190,682 $ 157,431 |
Note 16 - Long-term Debt (Table
Note 16 - Long-term Debt (Tables) | 12 Months Ended |
May 31, 2023 | |
Notes Tables | |
Schedule of Long-Term Debt Instruments [Table Text Block] | May 31, May 31, 2023 2022 Credit facility - C$ 66,000 3 10 November 2025 $ 45,260 $ 53,720 Term loan - C$ 25,000 1.00 5 15 194 July 2023 10,959 12,750 Term loan - C$ 25,000 1.50 5 15 190 April 2032 13,092 15,050 Term loan - C$ 1,250 1.50 5 10 12 August 2026 346 462 Mortgage payable - C$ 3,750 1.50 5 20 23 August 2026 2,104 2,327 Term loan ‐ € 5,000 1.79 5 250 December 2023 803 1,878 Term loan ‐ € 1,200 1.79 1 100 December 2023 755 — Term loan ‐ € 5,000 2.68 5 250 December 2023 803 1,878 Term loan ‐ € 1,500 2.00 5 92 April 2025 819 1,219 Term loan ‐ € 1,500 2.00 5 94 June 2025 903 1,307 Mortgage payable - $ 22,635 1.5 10 10 57 October 2030 20,863 21,561 Term loan - $ 65,000 5 June 2028 65,000 75,000 Carrying amount of long-term debt 161,707 187,152 Unamortized financing fees (738 ) (1,450 ) Net carrying amount 160,969 185,702 Less principal portion included in current liabilities (24,080 ) (67,823 ) Total noncurrent portion of long-term debt $ 136,889 $ 117,879 |
Note 17 - Convertible Debentu_2
Note 17 - Convertible Debentures Payable (Tables) | 12 Months Ended |
May 31, 2023 | |
Notes Tables | |
Convertible Debt [Table Text Block] | May 31, May 31, 2023 2022 5.20 $ 100,476 $ — HTI Convertible Note 47,834 — 5.25 120,568 216,753 5.00 126,544 185,196 Total 395,422 401,949 Less - current portion 174,378 - Total convertible debentures payable, non current portion $ 221,044 $ 401,949 May 31, May 31, 2023 2022 4.00 $ 50,000 $ — Unamortized discount (2,166 ) — Net carrying amount $ 47,834 $ — May 31, May 31, 2023 2022 5.20 $ 150,000 $ — Unamortized discount (49,524 ) — Net carrying amount $ 100,476 $ — May 31, May 31, 2023 2022 5.25 $ 350,000 $ 350,000 Principal amount paid (213,260 ) (90,760 ) Fair value adjustment (16,172 ) (42,487 ) Net carrying amount $ 120,568 $ 216,753 May 31, May 31, 2023 2022 5.00 $ 277,856 $ 277,856 Principal amount paid (150,526 ) (88,026 ) Unamortized discount (786 ) (4,634 ) Net carrying amount $ 126,544 $ 185,196 |
Note 19 - Stockholders' Equity
Note 19 - Stockholders' Equity (Tables) | 12 Months Ended |
May 31, 2023 | |
Predecessor Plan [Member] | |
Notes Tables | |
Share-Based Payment Arrangement, Option, Activity [Table Text Block] | May 31, 2023 Weighted Weighted Weighted average average average grant remaining Aggregate Number of exercise date fair contractual Intrinsic options price value term (years) Amount Balance, May 31, 2022 1,839,028 $ 11.29 $ 64.44 1.8 — Exercised — — — N/A N/A Granted — — — N/A N/A Forfeited (396 ) 8.95 112.24 N/A N/A Expired (132,005 ) 13.07 41.93 N/A N/A Balance, May 31, 2023 1,706,627 $ 11.16 $ 60.75 1.0 — Vested and exercisable, May 31, 2023 1,706,627 $ 11.16 $ 60.75 1.0 — |
Share-Based Payment Arrangement, Restricted Stock Unit, Activity [Table Text Block] | May 31, 2023 Weighted average grant - date fair Time- based value per RSUs share Balance, May 31, 2022 777,112 $ 11.09 Granted — — Vested (390,419 ) $ 14.55 Forfeited (15,511 ) $ 8.75 Balance, May 31, 2023 371,182 $ 11.37 |
E I P Original Plan [Member] | |
Notes Tables | |
Share-Based Payment Arrangement, Restricted Stock Unit, Activity [Table Text Block] | EIP Time-based RSU activity Weighted- Weighted- average average grant-date remaining Time-based fair value contractual Aggregate RSUs per share term (years) intrinsic value Balance, May 31, 2022 6,710,780 $ 11.76 2.6 $ 25,894 Granted 8,639,739 3.39 — — Vested (2,081,268 ) 11.15 — — Forfeited (1,130,559 ) 5.43 — — Cancelled — — — — Balance, May 31, 2023 12,138,692 $ 6.04 1.7 $ 24,857 |
Tilray Two Thousand And Eighteen Equity Incentive Plan And Original Plan [Member] | |
Notes Tables | |
Share-Based Payment Arrangement, Option, Activity [Table Text Block] | EIP Time-based stock option activity Weighted- Weighted- average average remaining Stock exercise contractual Aggregate Options price term (years) intrinsic value Balance, May 31, 2022 2,881,749 $ 14.93 6.0 $ — Granted — — — — Exercised — — — — Forfeited — — — — Cancelled (72,551 ) 11.37 — — Balance, May 31, 2023 2,809,198 $ 14.88 5.0 $ — Original plan time-based stock option activity Weighted- Weighted- average average remaining Stock exercise contractual Aggregate Options price term (years) intrinsic value Balance, May 31, 2022 92,777 $ 3.52 3.8 $ 117 Exercised (7,853 ) 3.27 — — Forfeited — — — — Cancelled (20,955 ) 4.80 — — Balance, May 31, 2023 63,969 $ 3.27 3.8 $ 7.68 |
Note 20 - Accumulated Other C_2
Note 20 - Accumulated Other Comprehensive Loss (Tables) | 12 Months Ended |
May 31, 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, 2020 $ (232 ) $ (5,202 ) $ (5,434 ) Settlement of convertible notes receivable — 5,277 5,277 Other comprehensive loss 156,649 (3,824 ) 152,825 Balance May 31, 2021 156,417 (3,749 ) 152,668 Other comprehensive loss (102,004 ) (71,428 ) (173,432 ) Balance May 31, 2022 54,413 (75,177 ) (20,764 ) Other comprehensive (loss) reversal (101,023 ) 75,177 (25,846 ) Balance May 31, 2023 $ (46,610 ) $ - $ (46,610 ) |
Note 21 - Non-controlling Int_2
Note 21 - Non-controlling Interests (Tables) | 12 Months Ended |
May 31, 2023 | |
Notes Tables | |
Condensed Balance Sheet [Table Text Block] | SH CC Pharma Aphria ColCanna May 31, Acquisition Nordic ApS Diamond S.A.S. 2023 Current assets $ — $ 114 $ 127,689 $ 224 $ 128,027 Non-current assets 74,681 — 135,085 3,307 213,073 Current liabilities — (1,166 ) (142,554 ) (6,697 ) (150,417 ) Non-current liabilities — — (53,197 ) (1,428 ) (54,625 ) Net assets $ 74,681 $ (1,052 ) $ 67,023 $ (4,594 ) $ 136,058 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 May 31, Acquisition Nordic ApS Diamond S.A.S. 2023 Revenue $ — $ 126 $ 161,453 $ 1 $ 161,580 Total expenses 107,297 748 85,460 57,293 250,798 Net (loss) income (107,297 ) (622 ) 75,993 (57,292 ) (89,218 ) Other comprehensive (loss) income 70,778 (21 ) (961 ) (34,643 ) 35,153 Net comprehensive (loss) income $ (36,519 ) $ (643 ) $ 75,032 $ (91,935 ) $ (54,065 ) Non-controlling interest % 32 % 25 % 49 % 10 % NA Comprehensive (loss) income attributable to NCI (11,686 ) (161 ) 36,766 (9,194 ) 15,725 Additional income attributable to NCI — — 11,421 — 11,421 Net comprehensive (loss) income attributable to NCI $ (11,686 ) $ (161 ) $ 48,187 $ (9,194 ) $ 27,146 SH CC Pharma Aphria ColCanna May 31, Acquisition Nordic ApS Diamond S.A.S. 2022 Revenue $ — $ 354 $ 148,323 $ — $ 148,677 Total expenses (11,180 ) 470 77,057 35 66,382 Net (loss) income 11,180 (116 ) 71,266 (35 ) 82,295 Other comprehensive (loss) income (70,778 ) 47 (2,353 ) (4,737 ) (77,821 ) Net comprehensive (loss) income $ (59,598 ) $ (69 ) $ 68,913 $ (4,772 ) $ 4,474 Non-controlling interest % 32 % 25 % 49 % 10 % NA Net comprehensive (loss) income $ (19,071 ) $ (17 ) $ 33,767 $ (477 ) $ 14,202 CC Pharma Aphria ColCanna May 31, Nordic ApS Diamond S.A.S. 2021 Revenue $ 827 $ 131,381 $ — $ 132,208 Total expenses (recovery) 958 67,030 923 68,911 Net (loss) income (131 ) 64,351 (923 ) 63,297 Other comprehensive (loss) income — — — — Net comprehensive (loss) income $ (131 ) $ 64,351 $ (923 ) $ 63,297 Non-controlling interest % 25 % 49 % 10 % NA Net comprehensive (loss) income $ (33 ) $ 31,532 $ (92 ) $ 31,407 |
Note 22 - Net Revenue (Tables)
Note 22 - Net Revenue (Tables) | 12 Months Ended |
May 31, 2023 | |
Notes Tables | |
Disaggregation of Revenue [Table Text Block] | For the year ended May 31, 2023 2022 2021 Cannabis revenue $ 284,314 $ 300,891 $ 264,334 Cannabis excise taxes (63,884 ) (63,369 ) (62,942 ) Net cannabis revenue 220,430 237,522 201,392 Beverage alcohol revenue 100,679 74,959 29,661 Beverage alcohol excise taxes (5,586 ) (3,467 ) (1,062 ) Net beverage alcohol revenue 95,093 71,492 28,599 Distribution revenue 258,770 259,747 277,300 Wellness revenue 52,831 59,611 5,794 Total $ 627,124 $ 628,372 $ 513,085 |
Note 23 - Cost of Goods Sold (T
Note 23 - Cost of Goods Sold (Tables) | 12 Months Ended |
May 31, 2023 | |
Notes Tables | |
Schedule of Cost of Goods Sold [Table Text Block] | For the year ended May 31, 2023 2022 2021 Cannabis costs $ 162,755 $ 194,834 $ 130,511 Beverage alcohol costs 48,770 32,033 12,687 Distribution costs 231,309 243,231 242,472 Wellness costs 37,330 41,457 4,233 Total $ 480,164 $ 511,555 $ 389,903 |
Note 24 - General and Adminis_2
Note 24 - General and Administrative Expenses (Tables) | 12 Months Ended |
May 31, 2023 | |
Notes Tables | |
Schedule of General and Administrative Expenses [Table Text Block] | For the year ended May 31, 2023 2022 2021 Executive compensation $ 13,655 $ 14,128 $ 8,645 Office and general 27,845 27,153 19,503 Salaries and wages 57,228 51,693 37,126 Stock-based compensation 39,595 35,994 17,351 Insurance 12,033 17,536 12,257 Professional fees 7,166 13,047 11,779 Gain on sale of capital assets (48 ) (682 ) — Insurance proceeds — (4,032 ) — Travel and accommodation 4,530 4,203 2,711 Rent 3,155 3,761 2,203 Total $ 165,159 $ 162,801 $ 111,575 |
Note 25 - Interest Expense, N_2
Note 25 - Interest Expense, Net (Tables) | 12 Months Ended |
May 31, 2023 | |
Notes Tables | |
Interest Income and Interest Expense Disclosure [Table Text Block] | For the year ended May 31, 2023 2022 2021 Interest income $ 33,025 $ 11,736 $ 2,926 Interest expense (46,612 ) (39,680 ) (30,903 ) $ (13,587 ) $ (27,944 ) $ (27,977 ) |
Note 26 - Non-operating (Expe_2
Note 26 - Non-operating (Expense) Income (Tables) | 12 Months Ended |
May 31, 2023 | |
Notes Tables | |
Schedule of Other Nonoperating Income (Expense) [Table Text Block] | For the year ended May 31, 2023 2022 2021 Change in fair value of convertible debenture payable $ (43,651 ) $ 163,670 $ (170,453 ) Change in fair value of warrant liability 12,438 63,913 1,234 Foreign exchange loss (25,535 ) (28,383 ) (22,347 ) Loss on long-term investments (2,190 ) (6,737 ) (2,352 ) Other non-operating (losses) gains, net (7,971 ) 5,208 9,080 $ (66,909 ) $ 197,671 $ (184,838 ) |
Note 27 - Commitments and Con_2
Note 27 - Commitments and Contingencies (Tables) | 12 Months Ended |
May 31, 2023 | |
Notes Tables | |
Contractual Obligation, Fiscal Year Maturity [Table Text Block] | Total 2024 2025 2026 2027 Thereafter Long-term debt repayment $ 161,707 $ 24,080 $ 14,208 $ 41,798 $ 10,522 $ 71,099 Convertible notes payable 464,070 177,330 136,740 — — 150,000 Material purchase obligations 24,468 18,726 5,140 602 — — Construction commitments 8,410 8,410 — — — — Total $ 658,655 $ 228,546 $ 156,088 $ 42,400 $ 10,522 $ 221,099 |
Note 28 - Financial Risk Mana_2
Note 28 - Financial Risk Management and Financial Instruments (Tables) | 12 Months Ended |
May 31, 2023 | |
Notes Tables | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | May 31, Level 1 Level 2 Level 3 2023 Financial assets Cash and cash equivalents $ 206,632 $ — $ — $ 206,632 Marketable securities 241,897 — — 241,897 Convertible notes receivable — — 103,401 103,401 Equity investments measured at fair value 1,056 1,088 5,651 7,795 Financial liabilities Warrant liability — — (1,817 ) (1,817 ) Contingent consideration — — (27,107 ) (27,107 ) APHA 24 Convertible debenture — — (120,568 ) (120,568 ) Total recurring fair value measurements $ 449,585 $ 1,088 $ (40,440 ) $ 410,233 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 Equity Warrant Contingent Convertible notes receivable Investments Liability Consideration Debt Total Balance, May 31, 2022 $ 111,200 $ 5,703 $ (14,255) $ (16,007) $ (216,753) $ (130,112) Additions / (repayments) 167,752 — — (10,245) 122,500 280,007 Unrealized gain (loss) on fair value 70,779 (52) 12,438 (855) (26,315) 55,995 Impairments (246,330) — — — — (246,330) Balance, May 31, 2023 $ 103,401 $ 5,651 $ (1,817) $ (27,107) $ (120,568) $ (40,440) |
Fair Value Measurement Inputs and Valuation Techniques [Table Text Block] | Significant Valuation unobservable Financial asset / financial liability technique input Inputs APHA Convertible debentures Black-Scholes Volatility, 50% expected life (in years) 1.0 Warrant liability Black-Scholes Volatility, 50% expected life (in years) 1.8 Contingent consideration Discounted cash flows Discount rate, 5% - 11% achievement 25% - 80% Convertible notes receivable Black-Scholes Effective interest rate, 17% - 22% forfeiture rate, 35% - 75% conversion 0% - 60% |
Accounts Receivable, Allowance for Credit Loss [Table Text Block] | Balance at the beginning of period Movement during the year (1) Balance at end of period Fiscal year ended May 31, 2023 Allowance for doubtful accounts and credit loss provision $ 5,404 $ 1,237 $ 6,641 Fiscal year ended May 31, 2022 Allowance for doubtful accounts and credit loss provision 4,571 833 5,404 Fiscal year ended May 31, 2021 Allowance for doubtful accounts and credit loss provision 2,313 2,258 4,571 |
Note 29 - Segment Reporting (Ta
Note 29 - Segment Reporting (Tables) | 12 Months Ended |
May 31, 2023 | |
Notes Tables | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | For the year ended May 31, Cannabis 2023 2022 2021 Net revenue $ 220,430 $ 237,522 $ 201,392 Cost of goods sold 162,755 194,834 130,511 Gross profit 57,675 42,688 70,881 Distribution Net revenue $ 258,770 $ 259,747 $ 277,300 Cost of goods sold 231,309 243,231 242,472 Gross profit 27,461 16,516 34,828 Beverage alcohol Net revenue 95,093 71,492 28,599 Cost of goods sold 48,770 32,033 12,687 Gross profit 46,323 39,459 15,912 Wellness Net revenue 52,831 59,611 5,794 Cost of goods sold 37,330 41,457 4,233 Gross profit 15,501 18,154 1,561 For the year ended May 31, 2023 2022 2021 Revenue from Canadian medical cannabis $ 25,000 $ 30,599 $ 25,539 Revenue from Canadian adult-use cannabis 214,319 209,501 222,930 Revenue from wholesale cannabis 1,436 6,904 6,615 Revenue from international cannabis 43,559 53,887 9,250 Less excise taxes (63,884 ) (63,369 ) (62,942 ) Total $ 220,430 $ 237,522 $ 201,392 |
Revenue from External Customers by Geographic Areas [Table Text Block] | For the year ended May 31, 2023 2022 2021 North America $ 324,645 $ 314,132 $ 229,120 EMEA 284,567 296,911 279,062 Rest of World 17,912 17,329 4,903 Total $ 627,124 $ 628,372 $ 513,085 |
Long-Lived Assets by Geographic Areas [Table Text Block] | May 31, May 31, 2023 2022 North America $ 319,173 $ 464,370 EMEA 107,131 119,409 Rest of World 3,363 3,720 Total $ 429,667 $ 587,499 |
Note 3 - Significant Accounti_3
Note 3 - Significant Accounting Policies (Details Textual) shares in Thousands | 12 Months Ended |
May 31, 2023 shares | |
Number of Operating Segments | 4 |
Stock Appreciation Rights (SARs) [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number (in shares) | 0 |
Maximum [Member] | |
Cash and Cash Equivalents, Maturity Period (Month) | 3 months |
Note 3 - Significant Accounti_4
Note 3 - Significant Accounting Policies - Summary of Useful Lives of Property, Plant and Equipment (Details) | May 31, 2023 |
Production Facility [Member] | Minimum [Member] | |
Useful Life (Year) | 20 years |
Production Facility [Member] | Maximum [Member] | |
Useful Life (Year) | 30 years |
Equipment [Member] | Minimum [Member] | |
Useful Life (Year) | 3 years |
Equipment [Member] | Maximum [Member] | |
Useful Life (Year) | 25 years |
Note 3 - Significant Accounti_5
Note 3 - Significant Accounting Policies - Useful Lives of Intangible Assets (Details) | May 31, 2023 |
Customer Relationships & Distribution Channel [Member] | Minimum [Member] | |
Estimated useful life (Year) | 14 years |
Customer Relationships & Distribution Channel [Member] | Maximum [Member] | |
Estimated useful life (Year) | 16 years |
Licenses, Permits and Applications [Member] | Minimum [Member] | |
Estimated useful life (Year) | 90 months |
Intellectual Property, Trademarks and Brands [Member] | Minimum [Member] | |
Estimated useful life (Year) | 15 months |
Intellectual Property, Trademarks and Brands [Member] | Maximum [Member] | |
Estimated useful life (Year) | 25 years |
Know How [Member] | |
Estimated useful life (Year) | 5 years |
Note 4 - Inventory (Details Tex
Note 4 - Inventory (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | ||
May 31, 2023 | May 31, 2022 | May 31, 2021 | |
Inventory Write-down | $ 55,000 | $ 67,000 | $ 19,919 |
Cannabis [Member] | |||
Inventory Write-down | 55,000 | 59,500 | |
Distribution Inventory [Member] | |||
Inventory Write-down | 0 | 7,500 | |
Beverage Alcohol Inventory [Member] | |||
Purchase Price Accounting Step Up for Inventory Sold | $ 4,482 | $ 2,214 |
Note 4 - Inventory - Schedule o
Note 4 - Inventory - Schedule of Inventory (Details) - USD ($) $ in Thousands | May 31, 2023 | May 31, 2022 |
Inventory | $ 200,551 | $ 245,529 |
Plants [Member] | ||
Inventory | 10,884 | 14,521 |
Dried Cannabis [Member] | ||
Inventory | 89,801 | 116,739 |
Cannabis Trim [Member] | ||
Inventory | 322 | 592 |
Cannabis Derivatives [Member] | ||
Inventory | 9,229 | 24,685 |
Cannabis Vapes [Member] | ||
Inventory | 1,173 | 542 |
Packaging and Other Inventory Items [Member] | ||
Inventory | 19,997 | 21,691 |
Wellness Inventory [Member] | ||
Inventory | 11,164 | 13,275 |
Beverage Alcohol Inventory [Member] | ||
Inventory | 27,837 | 27,840 |
Distribution Inventory [Member] | ||
Inventory | $ 30,144 | $ 25,644 |
Note 5 - Related Party Transa_2
Note 5 - Related Party Transactions (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | |||
May 31, 2023 | May 31, 2022 | May 31, 2021 | Dec. 12, 2022 | |
Fluent and Cannfections [Member] | Edible Cannabis Products [Member] | ||||
Manufacturing Costs | $ 1,377 | $ 2,560 | $ 1,370 | |
Selling Expenses [Member] | Docklight L L C [Member] | ||||
Royalty Expense | $ 0 | $ 1,430 | $ 125 | |
Joint Venture With RIKI Ventures, LLC [Member] | ||||
Equity Method Investment, Ownership Percentage | 50% | |||
Fluent and Cannfections [Member] | ||||
Equity Method Investment, Ownership Percentage | 50% |
Note 6 - Capital Assets (Detail
Note 6 - Capital Assets (Details Textual) $ in Millions | 12 Months Ended |
May 31, 2023 USD ($) | |
Manufacturing Facility [Member] | CANADA | |
Impairment, Long-Lived Asset, Held-for-Use | $ 81.5 |
Equipment [Member] | |
Impairment, Long-Lived Asset, Held-for-Use | $ 22.5 |
Note 6 - Capital Assets - Sched
Note 6 - Capital Assets - Schedule of Capital Assets (Details) - USD ($) $ in Thousands | May 31, 2023 | May 31, 2022 |
Property, plant and equipment, gross | $ 576,485 | $ 754,740 |
Less: accumulated amortization | (146,818) | (167,241) |
Total | 429,667 | 587,499 |
Land [Member] | ||
Property, plant and equipment, gross | 30,635 | 31,882 |
Manufacturing Facility [Member] | ||
Property, plant and equipment, gross | 344,627 | 453,412 |
Equipment [Member] | ||
Property, plant and equipment, gross | 185,422 | 254,486 |
Leasehold Improvements [Member] | ||
Property, plant and equipment, gross | 7,753 | 7,455 |
Construction in Progress [Member] | ||
Property, plant and equipment, gross | $ 8,048 | $ 7,505 |
Note 7 - Leases (Details Textua
Note 7 - Leases (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | |
May 31, 2023 | May 31, 2022 | |
Lease, Cost | $ 3,140 | $ 3,499 |
Sublease Income | $ 662 | $ 553 |
Maximum [Member] | ||
Lessee, Remaining Lease Term (Year) | 20 years |
Note 7 - Leases - Lease Related
Note 7 - Leases - Lease Related Assets and Liabilities (Details) - USD ($) $ in Thousands | May 31, 2023 | May 31, 2022 |
Total Operating right-of-use asset | $ 5,941 | $ 12,996 |
Total lease liabilities | 10,359 | 18,032 |
Accrued Lease Obligation, Current [Member] | ||
Operating lease liability | 2,423 | 6,703 |
Accrued Lease Obligation, Non-current [Member] | ||
Operating lease liability | $ 7,936 | $ 11,329 |
Note 7 - Leases - Maturity of O
Note 7 - Leases - Maturity of Operating Lease (Details) $ in Thousands | May 31, 2023 USD ($) |
2024 | $ 4,106 |
2025 | 3,295 |
2026 | 3,486 |
2027 | 3,412 |
Thereafter | 4,012 |
Total minimum lease payments | 18,311 |
Imputed interest | (7,952) |
Obligations recognized | $ 10,359 |
Note 8 - Intangible Assets (Det
Note 8 - Intangible Assets (Details Textual) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Feb. 28, 2023 USD ($) | May 31, 2022 USD ($) | May 31, 2023 USD ($) | |
Measurement Input, Discount Rate [Member] | |||
Impairment of Intangible Assets, Measurement Input | 0.1121 | 0.1350 | |
Measurement Input, Terminal Growth Rate [Member] | Minimum [Member] | |||
Impairment of Intangible Assets, Measurement Input | 0.02 | 0.02 | |
Measurement Input, Terminal Growth Rate [Member] | Maximum [Member] | |||
Impairment of Intangible Assets, Measurement Input | 0.05 | 0.05 | |
Measurement Input, Average Revenue Growth Rate [Member] | Minimum [Member] | |||
Impairment of Intangible Assets, Measurement Input | 0 | 0 | |
Measurement Input, Average Revenue Growth Rate [Member] | Maximum [Member] | |||
Impairment of Intangible Assets, Measurement Input | 0.40 | 0.40 | |
Cash Flows Anticipated With Individual Intangible Assets [Member] | |||
Impairment of Intangible Assets, Measurement Input | 0.46 | ||
Measurement Input, Expected Term [Member] | |||
Impairment of Intangible Assets, Measurement Input | 5 | ||
Intellectual Property, Trademarks, Know How and Brands [Member] | |||
Impairment of Intangible Assets (Excluding Goodwill) | $ 40,000 | $ 85,471 | |
Customer Relationships and Distribution Channel [Member] | |||
Impairment of Intangible Assets (Excluding Goodwill) | 110,000 | ||
Licenses, Permits and Applications [Member] | |||
Impairment of Intangible Assets (Excluding Goodwill) | $ 55,000 | 110,033 | |
Indefinite-Lived Intangible Assets (Excluding Goodwill) | $ 248,411 | $ 181,093 |
Note 8 - Intangible Assets - Sc
Note 8 - Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | May 31, 2023 | May 31, 2022 |
Cost | $ 1,576,717 | $ 1,642,843 |
Less: accumulated amortization | (187,088) | (154,124) |
Less: impairments | (415,844) | (210,844) |
Total | 973,785 | 1,277,875 |
Customer Relationships and Distribution Channel [Member] | ||
Cost | 614,062 | 617,437 |
Licenses, Permits and Applications [Member] | ||
Cost | 366,793 | 377,897 |
Noncompete Agreements [Member] | ||
Cost | 12,394 | 12,512 |
Intellectual Property, Trademarks, Know How and Brands [Member] | ||
Cost | $ 583,468 | $ 634,997 |
Note 8 - Intangible Assets-Sche
Note 8 - Intangible Assets-Schedule of Estimated Amortization Expense (Details) $ in Thousands | May 31, 2023 USD ($) |
2024 | $ 74,169 |
2025 | 72,502 |
2026 | 72,502 |
2027 | 72,502 |
2028 | 72,502 |
Thereafter | 428,515 |
Total | $ 792,692 |
Note 9 - Business Acquisition_2
Note 9 - Business Acquisitions (Details Textual) $ in Thousands | 6 Months Ended | 12 Months Ended | |||
Nov. 07, 2022 USD ($) shares | Dec. 07, 2021 USD ($) shares | May 31, 2023 USD ($) | May 31, 2023 USD ($) | May 31, 2022 USD ($) | |
Goodwill | $ 2,008,843 | $ 2,008,843 | $ 2,641,305 | ||
Breckenridge [Member] | |||||
Business Combination, Consideration Transferred, Total | $ 114,068 | ||||
Goodwill | 2,797 | ||||
Business Acquisition, Pro Forma Revenue | 12,000 | ||||
Business Acquisition, Pro Forma Net Income (Loss) | (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 | $ 35,123 | ||||
Goodwill | 17,803 | 17,803 | 17,803 | ||
Business Acquisition, Pro Forma Revenue | 9,000 | $ 15,000 | |||
Business Acquisition, Pro Forma Net Income (Loss) | $ 1,700 | ||||
Payments to Acquire Businesses, Gross | 28,701 | ||||
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, Working Capital | 13 | ||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Other Liabilities | 3,750 | ||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Deferred Tax Liabilities | (1,617) | ||||
Goodwill, Purchase Accounting Adjustments | 196 | ||||
Acquisition of Montauk Brewing Company, Inc. [Member] | Customer Relationships & Distribution Channel [Member] | |||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Intangibles | 1,970 | ||||
Acquisition of Montauk Brewing Company, Inc. [Member] | Intellectual Property, Trademarks and Brands [Member] | |||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Intangibles | 1,220 | ||||
Acquisition of Montauk Brewing Company, Inc. [Member] | Noncompete Agreements [Member] | |||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Intangibles | $ (1,240) | ||||
Acquisition of Montauk Brewing Company, Inc. [Member] | Measurement Input, Probability of Achievement [Member] | |||||
Business Combination, Contingent Consideration, Liability, Measurement Input | 0.28 | 0.80 | 0.80 | ||
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 |
Note 9 - Business Acquisition -
Note 9 - Business Acquisition - Assets Acquired and Liabilities Assumed - Double Diamond Distillery (Details) - USD ($) $ in Thousands | Dec. 07, 2021 | May 31, 2023 | May 31, 2022 |
Goodwill | $ 2,008,843 | $ 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 9 - Business Acquisition_3
Note 9 - Business Acquisition - 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 9 - Business Acquisition_4
Note 9 - Business Acquisitions - Assets Acquired and Liabilities Assumed - Montauk Brewing Company (Details) - USD ($) $ in Thousands | Nov. 07, 2022 | May 31, 2023 | May 31, 2022 |
Goodwill | $ 2,008,843 | $ 2,641,305 | |
Acquisition of Montauk Brewing Company, Inc. [Member] | |||
Cash | $ 28,701 | ||
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 | 17,803 | $ 17,803 | |
Total Assets | 55,549 | ||
Accounts payable and accrued liabilities | 1,580 | ||
Deferred tax liability | 4,851 | ||
Other liabilities | 3,750 | ||
Total liabilities | 10,181 | ||
Total net assets acquired | 45,368 | ||
Acquisition of Montauk Brewing Company, Inc. [Member] | Customer Relationships [Member] | |||
Definite-lived intangible assets | 18,540 | ||
Acquisition of Montauk Brewing Company, Inc. [Member] | Intellectual Property, Trademarks and Brands [Member] | |||
Definite-lived intangible assets | $ 13,650 |
Note 10 - Goodwill (Details Tex
Note 10 - Goodwill (Details Textual) | 12 Months Ended | |
May 31, 2023 USD ($) | May 31, 2022 USD ($) | |
Cannabis Segment [Member] | ||
Goodwill, Impairment Loss | $ 603,500,000 | $ 182,736,000 |
Goodwill, Impairment Loss, Increase From 1% of Increase in Discount Rate | 300,000,000 | |
Goodwill, Impairment Loss, Increase From 1% of Decrease in Terminal Growth Rate | 250,000,000 | |
Goodwill, Impairment Loss, Increase From 5% of Decrease in Average Growth Rate | $ 200,000,000 | |
Cannabis Segment [Member] | Measurement Input, Discount Rate [Member] | ||
Goodwill, Measurement Input | 0.1350 | 0.1121 |
Cannabis Segment [Member] | Measurement Input, Terminal Growth Rate [Member] | ||
Goodwill, Measurement Input | 0.05 | |
Cannabis Segment [Member] | Measurement Input, Average Revenue Growth Rate [Member] | ||
Goodwill, Measurement Input | 0.40 | 0.46 |
Cannabis Segment [Member] | Measurement Input, Expected Term [Member] | ||
Goodwill, Measurement Input | 5 | |
Wellness Business [Member] | ||
Goodwill, Impairment Loss | $ 15,000,000 | |
Goodwill, Impairment Loss, Increase From 1% of Increase in Discount Rate | 200,000 | $ 14,000,000 |
Goodwill, Impairment Loss, Increase From 1% of Decrease in Terminal Growth Rate | 100,000 | 10,000,000 |
Goodwill, Impairment Loss, Increase From 5% of Decrease in Average Growth Rate | $ 300,000 | $ 5,000,000 |
Wellness Business [Member] | Measurement Input, Discount Rate [Member] | ||
Goodwill, Measurement Input | 0.1180 | 0.10 |
Wellness Business [Member] | Measurement Input, Discount Rate [Member] | Minimum [Member] | ||
Goodwill, Measurement Input | 11.80 | |
Wellness Business [Member] | Measurement Input, Discount Rate [Member] | Maximum [Member] | ||
Goodwill, Measurement Input | 14.50 | |
Wellness Business [Member] | Measurement Input, Terminal Growth Rate [Member] | ||
Goodwill, Measurement Input | 0.03 | |
Wellness Business [Member] | Measurement Input, Terminal Growth Rate [Member] | Minimum [Member] | ||
Goodwill, Measurement Input | 2 | |
Wellness Business [Member] | Measurement Input, Terminal Growth Rate [Member] | Maximum [Member] | ||
Goodwill, Measurement Input | 5 | |
Wellness Business [Member] | Measurement Input, Average Revenue Growth Rate [Member] | ||
Goodwill, Measurement Input | 0.10 | |
Wellness Business [Member] | Measurement Input, Average Revenue Growth Rate [Member] | Minimum [Member] | ||
Goodwill, Measurement Input | 2 | |
Wellness Business [Member] | Measurement Input, Average Revenue Growth Rate [Member] | Maximum [Member] | ||
Goodwill, Measurement Input | 40 | |
Wellness Business [Member] | Measurement Input, Expected Term [Member] | ||
Goodwill, Measurement Input | 5 |
Note 10 - Goodwill - Carrying A
Note 10 - Goodwill - Carrying Amount of Goodwill (Details) - USD ($) $ in Thousands | May 31, 2023 | May 31, 2022 |
Effect of foreign exchange | $ 7,875 | $ 39,640 |
Impairments | (842,431) | (223,931) |
Goodwill | 2,008,843 | 2,641,305 |
Cannabis Segment [Member] | ||
Goodwill, gross | 2,640,669 | 2,640,669 |
Distribution Business [Member] | ||
Goodwill, gross | 4,458 | 4,458 |
Beverage Alcohol Business [Member] | ||
Goodwill, gross | 120,802 | 102,999 |
Wellness Business [Member] | ||
Goodwill, gross | $ 77,470 | $ 77,470 |
Note 11 - Convertible Notes R_3
Note 11 - Convertible Notes Receivable (Details Textual) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended | ||||||
Dec. 19, 2022 $ / shares | Jul. 12, 2022 USD ($) shares | Aug. 31, 2021 USD ($) shares | May 31, 2023 USD ($) $ / shares | May 31, 2023 USD ($) $ / shares shares | May 31, 2022 USD ($) $ / shares | Dec. 19, 2022 $ / shares | Jul. 12, 2022 $ / shares | |
Common Stock, Par or Stated Value Per Share (in CAD per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Stock Issued During Period, Value, Acquisitions | $ 6,422 | |||||||
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 | $ 7,720 | |||||||
OCI, Debt Securities, Available-for-Sale, Unrealized Holding Gain (Loss), before Adjustment and Tax | (128,552) | |||||||
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 | 0.75 | 0.75 | ||||||
HEXO Convertible Notes Receivable [Member] | Measurement Input, Risk Free Interest Rate [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 | $ 70,779 | $ (70,779) | ||||||
Notes Receivable, SOFR Floor | 2.50% | |||||||
Notes Receivables, Other-than-temporary Impairment Expense | $ (117,778) | |||||||
Interest Income, Purchased Convertible Notes Receivables | $ 10,480 | |||||||
MM Notes [Member] | Secured Overnight Financing Rate (SOFR) [Member] | ||||||||
Notes Receivable, Interest Rate, Basis Spread on Variable Rate | 6% | |||||||
MM Notes [Member] | Measurement Input, Forfeiture Rate [Member] | ||||||||
Notes Receivable, Measurement Input | 0.35 | 0.35 | 0.35 | |||||
MM Notes [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||||||||
Notes Receivable, Measurement Input | 0.0350 | |||||||
MM Notes [Member] | Measurement Input, Price Volatility [Member] | ||||||||
Notes Receivable, Measurement Input | 0.70 | |||||||
MM Notes [Member] | Measurement Input, Expected Dividend Rate [Member] | ||||||||
Notes Receivable, Measurement Input | 0 | |||||||
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] | ||||||||
Asset Acquisition, Consideration Transferred, Total | $ 170,799 | |||||||
Stock Issued During Period, Shares, Acquisitions (in shares) | shares | 9,817,061 | |||||||
Stock Issued During Period, Value, Acquisitions | $ 117,804 |
Note 11 - Convertible Notes R_4
Note 11 - Convertible Notes Receivable - Schedule of Convertible Notes Receivable (Details) - USD ($) $ in Thousands | May 31, 2023 | May 31, 2022 |
Total convertible notes receivable | $ 103,401 | $ 111,200 |
Less - current portion | 0 | 0 |
Total convertible notes receivable, non current portion | 103,401 | 111,200 |
HEXO Convertible Notes Receivable [Member] | ||
Total convertible notes receivable | 28,720 | 0 |
MedMen Convertible Note [Member] | ||
Total convertible notes receivable | $ 74,681 | $ 111,200 |
Note 12 - Long-term Investmen_3
Note 12 - Long-term Investments (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | ||
May 31, 2023 | May 31, 2022 | May 31, 2021 | |
Proceeds from Sale of Equity Method Investments | $ 0 | $ 0 | $ 8,430 |
Unrealized Gain (Loss) on Investments | $ (2,366) | $ (6,731) | $ (1,567) |
Note 12 - Long-term Investmen_4
Note 12 - Long-term Investments - Schedule of Long-term Investments (Details) - USD ($) $ in Thousands | May 31, 2023 | May 31, 2022 |
Equity investments measured at fair value | $ 2,144 | $ 4,347 |
Equity investments under measurement alternative | 5,651 | 5,703 |
Total | $ 7,795 | $ 10,050 |
Note 13 - Income Taxes and De_3
Note 13 - Income Taxes and Deferred Income Taxes (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 22, 2017 | May 31, 2023 | May 31, 2022 | May 31, 2021 | |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 35% | 21% | ||
Unrecognized Tax Benefits | $ 0 | $ 0 | $ 0 | |
Unrecognized Tax Benefits, Income Tax Penalties and Interest Expense | 0 | 0 | $ 0 | |
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued | 0 | 0 | ||
SEC Schedule, 12-09, Valuation Allowance, Deferred Tax Asset [Member] | ||||
SEC Schedule, 12-09, Valuation Allowances and Reserves, Period Increase (Decrease) | 271,297 | $ 88,131 | ||
Domestic Tax Authority [Member] | ||||
Operating Loss Carryforwards | $ 405,994 | |||
Net Operating Loss Carryforwards Offset, Percentage Of Taxable Income | 80% | |||
Domestic Tax Authority [Member] | Internal Revenue Service (IRS) [Member] | ||||
Open Tax Year | 2019 2020 2021 2022 | |||
Foreign Tax Authority [Member] | Canada Revenue Agency [Member] | ||||
Operating Loss Carryforwards | $ 545,712 | |||
Open Tax Year | 2018 2019 2020 2021 2022 | |||
Foreign Tax Authority [Member] | Portuguese Tax Authority [Member] | ||||
Open Tax Year | 2019 2020 2021 2022 | |||
Foreign Tax Authority [Member] | Federal Ministry of Finance, Germany [Member] | ||||
Open Tax Year | 2018 2019 2020 2021 2022 | |||
Foreign Tax Authority [Member] | Australian Taxation Office [Member] | ||||
Open Tax Year | 2019 2020 2021 2022 |
Note 13 - Income Taxes and De_4
Note 13 - Income Taxes and Deferred Income Taxes - Schedule of Domestic and Foreign Income before Income Tax (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
May 31, 2023 | May 31, 2022 | May 31, 2021 | |
United States | $ (506,984) | $ (233,697) | $ (7,814) |
Loss before income taxes | (1,450,181) | (440,674) | (344,986) |
CANADA | |||
Foreign | (912,717) | (81,772) | (323,964) |
Others Countries [Member] | |||
Foreign | $ (30,480) | $ (125,205) | $ (13,208) |
Note 13 - Income Taxes and De_5
Note 13 - Income Taxes and Deferred Income Taxes - The Components of Income Tax Expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
May 31, 2023 | May 31, 2022 | May 31, 2021 | |
United States | $ 226 | $ 262 | $ 0 |
Current Income Tax Expense (Benefit) | 26,454 | 24,009 | 15,924 |
United States | (4,055) | 520 | 1,517 |
Deferred Income Tax Expense (Benefit) | (33,635) | (30,551) | (24,896) |
Income tax benefits, net | (7,181) | (6,542) | (8,972) |
CANADA | |||
Foreign, current | 26,290 | 23,268 | 15,227 |
Foreign, deferred | (24,364) | (17,154) | (30,111) |
Others Countries [Member] | |||
Foreign, current | (62) | 479 | 697 |
Foreign, deferred | $ (5,216) | $ (13,917) | $ 3,698 |
Note 13 - Income Taxes and De_6
Note 13 - Income Taxes and Deferred Income Taxes - Reconciliation of Effective Income Tax Rate (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
May 31, 2023 | May 31, 2022 | May 31, 2021 | |
Loss before net income taxes: | $ (1,450,181) | $ (440,674) | $ (344,986) |
Income tax benefits at statutory rate | (304,538) | (92,542) | (72,408) |
Tax impact of foreign operations | (25,857) | 81,316 | (19,016) |
Foreign exchange and other | 13,434 | 14,941 | 1,011 |
Non-deductible expenses | 3,982 | 6,404 | (1,347) |
Non-deductible (taxable) losses | 23,150 | 748 | 45,230 |
Changes in enacted rates | (816) | 0 | 135 |
Change in fair value of warrant liability | (2,612) | (13,359) | (259) |
Stock based and other compensation | 0 | 994 | 2,902 |
Change in valuation allowance | 285,698 | 17,255 | 46,007 |
Non deductible dividend | 0 | 0 | (755) |
Impact on convertible debenture and other differences | 378 | (22,299) | 0 |
Effect of transaction | 0 | 0 | (10,472) |
Income tax benefits, net | $ (7,181) | $ (6,542) | $ (8,972) |
Note 13 - Income Taxes and De_7
Note 13 - Income Taxes and Deferred Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | May 31, 2023 | May 31, 2022 |
Operating loss carryforwards - United States | $ 85,259 | $ 77,868 |
Capital loss carryforwards | 34,355 | 38,087 |
Intangible assets | 244,227 | 150,543 |
Property and equipment | 46,400 | 20,592 |
Currently nondeductible interest | 2,812 | 7,165 |
Investments and convertible notes receivable | 66,718 | 19,055 |
Investment tax credits and related pool balance | 22,054 | 21,590 |
Other | 50,074 | 26,976 |
Total Deferred tax assets | 715,797 | 509,775 |
Less valuation allowance | (625,368) | (354,071) |
Net deferred tax assets | 90,429 | 155,704 |
Property and equipment | (18,129) | (38,387) |
Intangible assets | (225,460) | (305,577) |
Convertible Senior Notes Due 2023 | (14,204) | (8,378) |
Total deferred tax liabilities | (257,793) | (352,342) |
Net deferred tax liability | (167,364) | (196,638) |
CANADA | ||
Operating loss carryforwards - foreign | 145,111 | 132,293 |
Others Countries [Member] | ||
Operating loss carryforwards - foreign | $ 18,787 | $ 15,606 |
Note 14 - Bank Indebtedness (De
Note 14 - Bank Indebtedness (Details Textual) € in Thousands, $ in Thousands, $ in Millions | 12 Months Ended | ||
May 31, 2023 USD ($) | May 31, 2023 CAD ($) | May 31, 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 | $ | 15,000 | ||
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] | |||
Line of Credit Facility, Maximum Borrowing Capacity | € | € 9,000 | ||
Long-Term Line of Credit, Total | $ 8,381 | € 7,833 | |
Number of Debt Instruments | 3 | 3 | 3 |
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 | € | € 5,000 | ||
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 15 - Accounts Payable an_3
Note 15 - Accounts Payable and Accrued Liabilities - Schedule of Accounts Payable and Accrued Liabilities (Details) - USD ($) $ in Thousands | May 31, 2023 | May 31, 2022 |
Trade payables | $ 70,819 | $ 68,604 |
Accrued liabilities | 82,240 | 57,497 |
Accrued payroll and employment related taxes | 18,772 | 17,736 |
Income taxes payable | 14,934 | 6,150 |
Accrued interest | 3,869 | 6,772 |
Other accruals | 48 | 672 |
Total | $ 190,682 | $ 157,431 |
Note 16 - Long-term Debt (Detai
Note 16 - Long-term Debt (Details Textual) $ in Thousands, $ in Thousands, € in Millions | May 31, 2023 USD ($) | May 31, 2023 EUR (€) | Nov. 28, 2022 CAD ($) | May 31, 2022 USD ($) | Mar. 31, 2021 USD ($) | Jul. 27, 2018 CAD ($) | May 09, 2017 CAD ($) | Jul. 22, 2016 CAD ($) |
Long-Term Debt, Gross | $ 395,422 | $ 401,949 | ||||||
Credit Facility Due in November 2025 [Member] | ||||||||
Long-Term Debt, Gross | 45,260 | 53,720 | ||||||
Credit Facility Due in November 2025 [Member] | Secured Debt [Member] | ||||||||
Long-Term Debt, Gross | $ 66,000 | |||||||
Term Loan Due in July 2033 [Member] | ||||||||
Long-Term Debt, Gross | 10,959 | 12,750 | ||||||
Term Loan Due in July 2033 [Member] | Secured Debt [Member] | ||||||||
Long-Term Debt, Gross | $ 25,000 | |||||||
Term Loan Due in April 2032 [Member] | ||||||||
Long-Term Debt, Gross | $ 13,092 | $ 15,050 | ||||||
Term Loan Due in April 2032 [Member] | Secured Debt [Member] | ||||||||
Long-Term Debt, Gross | $ 25,000 | |||||||
Term Loan Due In August Two Thousand Twenty Six [Member] | Secured Debt [Member] | ||||||||
Long-Term Debt, Gross | $ 1,250 | |||||||
Mortgage Payable Due In August Two Thousand Twenty Six [Member] | Secured Debt [Member] | ||||||||
Long-Term Debt, Gross | $ 3,750 | |||||||
Term Loan Due In December Two Thousand Twenty Three [Member] | Secured Debt [Member] | C C Pharma [Member] | ||||||||
Long-Term Debt, Gross | € | € 14.2 | |||||||
Term Loan Due In March Two Thousand Twenty Four [Member] | Secured Debt [Member] | Four Twenty Corporation [Member] | ||||||||
Long-Term Debt, Gross | $ 100,000 | |||||||
Aphria Diamond [Member] | ||||||||
Noncontrolling Interest, Ownership Percentage by Parent | 51% | 51% | 51% |
Note 16 - Long-term Debt - Net
Note 16 - Long-term Debt - Net Carrying Amount of Long-term Debt Instruments (Details) - USD ($) $ in Thousands | May 31, 2023 | May 31, 2022 |
Carrying amount of long-term debt | $ 395,422 | $ 401,949 |
Credit Facility Due in November 2025 [Member] | ||
Carrying amount of long-term debt | 45,260 | 53,720 |
Term Loan Due in July 2033 [Member] | ||
Carrying amount of long-term debt | 10,959 | 12,750 |
Term Loan Due in April 2032 [Member] | ||
Carrying amount of long-term debt | 13,092 | 15,050 |
Term Loan Due in August 2026 [Member] | ||
Carrying amount of long-term debt | 346 | 462 |
Mortgage Payable Due in August 2026 [Member] | ||
Carrying amount of long-term debt | 2,104 | 2,327 |
Term Loan Due in December 2023, One [Member] | ||
Carrying amount of long-term debt | 803 | 1,878 |
Term Loan Due in December 2023, Two [Member] | ||
Carrying amount of long-term debt | 755 | 0 |
Term Loan Due in December 2023, Three [Member] | ||
Carrying amount of long-term debt | 803 | 1,878 |
Term Loan Due in April 2025 [Member] | ||
Carrying amount of long-term debt | 819 | 1,219 |
Term Loan Due in June 2025 [Member] | ||
Carrying amount of long-term debt | 903 | 1,307 |
Mortgage Payable Due in October 2030 [Member] | ||
Carrying amount of long-term debt | 20,863 | 21,561 |
Term Loan Due in June 2028 [Member] | ||
Carrying amount of long-term debt | 65,000 | 75,000 |
Long-term Debt, Excluding Convertible Debentures [Member] | ||
Carrying amount of long-term debt | 161,707 | 187,152 |
Unamortized financing fees | (738) | (1,450) |
Net carrying amount | 160,969 | 185,702 |
Less principal portion included in current liabilities | (24,080) | (67,823) |
Total noncurrent portion of long-term debt | $ 136,889 | $ 117,879 |
Note 16 - Long-term Debt - Ne_2
Note 16 - Long-term Debt - Net Carrying Amount of Long-term Debt Instruments (Details) (Parentheticals) € in Thousands, $ in Thousands, $ in Thousands | 12 Months Ended | |||||||||
May 31, 2023 USD ($) | May 31, 2023 CAD ($) | May 31, 2023 EUR (€) | May 31, 2022 USD ($) | May 31, 2022 CAD ($) | May 31, 2022 EUR (€) | May 31, 2023 CAD ($) | May 31, 2023 EUR (€) | May 31, 2022 CAD ($) | May 31, 2022 EUR (€) | |
Credit Facility Due in November 2025 [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 2033 [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, 2023 | Jul. 31, 2023 | Jul. 31, 2023 | Jul. 31, 2023 | Jul. 31, 2023 | Jul. 31, 2023 | ||||
Periodic payment | $ 194 | $ 194 | ||||||||
Term Loan Due in July 2033 [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 | € | 1,200 | 1,200 | ||||||||
Term (Year) | 1 year | 1 year | 1 year | 1 year | 1 year | 1 year | ||||
Maturity | Dec. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2023 | ||||
Periodic payment | € | € 100 | € 100 | ||||||||
Term Loan Due in December 2023, Two [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, 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 | € | € 92 | € 92 | ||||||||
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 | € | € 94 | € 94 | ||||||||
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 June 2028 [Member] | ||||||||||
Face amount | $ 65,000 | $ 65,000 | ||||||||
Term (Year) | 5 years | 5 years | 5 years | 5 years | 5 years | 5 years | ||||
Maturity | Jun. 30, 2028 | Jun. 30, 2028 | Jun. 30, 2028 | Jun. 30, 2028 | Jun. 30, 2028 | Jun. 30, 2028 |
Note 17 - Convertible Debentu_3
Note 17 - Convertible Debentures Payable (Details Textual) | 1 Months Ended | 12 Months Ended | ||||||
May 30, 2023 USD ($) $ / shares shares | Jul. 12, 2022 USD ($) $ / shares | Apr. 30, 2019 USD ($) $ / shares | Apr. 30, 2019 USD ($) $ / shares | May 31, 2023 USD ($) $ / shares shares | May 31, 2022 USD ($) shares | May 31, 2021 USD ($) | May 31, 202 USD ($) | |
HT Investments MA LLC Note [Member] | ||||||||
Debt Instrument, Face Amount | $ 50,000,000 | $ 50,000,000 | $ 0 | |||||
Debt Instrument, Interest Rate, Stated Percentage | 4% | 4% | 4% | |||||
Debt Instrument, Convertible, Beneficial Conversion Feature | $ 9,055,000 | |||||||
Debt Instrument, Convertible, Conversion Price (in dollars per share) | $ / shares | $ 4.03 | |||||||
Debt Instrument, Convertible, Repayment Price (in dollars per share) | $ / shares | $ 2 | |||||||
TLRY 27 [Member] | ||||||||
Debt Instrument, Face Amount | $ 150,000,000 | $ 150,000,000 | $ 0 | |||||
Debt Instrument, Interest Rate, Stated Percentage | 5.20% | 5.20% | 5.20% | |||||
Debt Instrument, Convertible, Conversion Price (in dollars per share) | $ / shares | $ 2.66 | |||||||
Debt Instrument, Convertible, Conversion Ratio | 376.6478 | |||||||
Debt Instrument, Convertible, Multiples of Principal Amount | $ 1,000 | |||||||
Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger | 130% | |||||||
Own-share Lending Arrangement, Shares, Issued (in shares) | shares | 38,500,000 | 38,500,000 | ||||||
APHA 24 [Member] | ||||||||
Debt Instrument, Face Amount | $ 350,000,000 | $ 350,000,000 | $ 350,000,000 | $ 350,000,000 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 5.25% | 5.25% | 5.25% | 5.25% | ||||
Debt Instrument, Convertible, Conversion Price (in dollars per share) | $ / shares | $ 11.20 | $ 11.20 | ||||||
Debt Instrument, Convertible, Conversion Ratio | 89.31162364 | |||||||
Debt Instrument, Convertible, Multiples of Principal Amount | $ 1,000,000 | $ 1,000,000 | ||||||
Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger | 130% | |||||||
Debt Instrument, Convertible, Threshold Trading Days | 20 | |||||||
Debt Instrument, Convertible, Threshold Consecutive Trading Days | 30 | |||||||
Debt Instrument, Convertible, Threshold Trading Days, Measurement Period (Day) | 5 days | |||||||
Debt Instrument, Convertible, Threshold Consecutive Trading Days, Measurement Period (Day) | 5 days | |||||||
Debt Instrument, Convertible, Minimum Threshold Percentage During Measurement Period | 98% | |||||||
Debt Instrument, Redemption Price, Including Interest, Percentage | 100% | |||||||
Debt Instrument, Repurchased Face Amount | $ 122,500,000 | |||||||
Debt Instrument, Increase (Decrease), Net | 26,315,000 | $ (163,670,000) | $ 170,453,000 | |||||
Debt Instrument, Fair Value Adjustment | 43,733,000 | |||||||
Foreign Exchange Impact | 17,418,000 | 19,021,000 | 32,586,000 | |||||
Long-Term Debt | 136,740,000 | 259,400,000 | ||||||
Interest Expense, Debt | 13,610,000 | 13,600,000 | 13,600,000 | |||||
APHA 24 [Member] | Nonoperating Income (Expense) [Member] | ||||||||
Gain (Loss) on Repurchase of Debt Instrument | $ 43,651,000 | |||||||
TLRY 23 [Member] | ||||||||
Debt Instrument, Face Amount | $ 277,856,000 | $ 277,856,000 | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 5% | 5% | 5% | |||||
Debt Instrument, Convertible, Conversion Price (in dollars per share) | $ / shares | $ 167.41 | |||||||
Debt Instrument, Convertible, Conversion Ratio | 5.9735 | |||||||
Debt Instrument, Fair Value Adjustment | $ 82,000 | |||||||
Long-Term Debt | 126,544,000 | |||||||
Interest Expense, Debt | $ 12,120,000 | $ 18,860,000 | 1,585,000 | |||||
Long-Term Debt, Term (Year) | 5 years | |||||||
Debt Instrument, Convertible, Number of Shares (in shares) | shares | 760,588 | |||||||
Debt Instrument, Repurchase Amount | $ 62,500,000 | |||||||
Debt Instrument, Convertible, Remaining Discount Amortization Period (Month) | 4 months | |||||||
Interest Expense, Debt, Excluding Amortization | $ 9,303,000 | 14,684,000 | 1,158,000 | |||||
Amortization of Debt Discount (Premium) | 2,817,000 | 4,176,000 | $ 427,000 | |||||
TLRY 23 [Member] | Nonoperating Income (Expense) [Member] | ||||||||
Gain (Loss) on Repurchase of Debt Instrument | (82,000) | |||||||
Convertible TLRY 23 [Member] | ||||||||
Debt Instrument, Face Amount | $ 127,330,000 | $ 189,830,000 | ||||||
Debt Instrument, Convertible, Number of Shares (in shares) | shares | 1,133,923 |
Note 17 - Convertible Debentu_4
Note 17 - Convertible Debentures Payable - Net Carrying Amount of Convertible Debentures (Details) - USD ($) $ in Thousands | 12 Months Ended | 37 Months Ended | 49 Months Ended | ||||||
May 31, 2023 | May 30, 2023 | May 31, 2022 | May 31, 2021 | May 31, 2022 | May 31, 2023 | Jul. 12, 2022 | Apr. 30, 2019 | May 31, 202 | |
Carrying amount of long-term debt | $ 395,422 | $ 401,949 | $ 401,949 | $ 395,422 | |||||
Less - current portion | 174,378 | 0 | 0 | 174,378 | |||||
Total convertible debentures payable, non current portion | 221,044 | 401,949 | 401,949 | 221,044 | |||||
Principal amount paid | (187,394) | (88,026) | $ 0 | ||||||
HT Investments MA LLC Note [Member] | |||||||||
Carrying amount of long-term debt | 47,834 | 0 | 0 | 47,834 | |||||
Face amount | 50,000 | 0 | 0 | 50,000 | $ 50,000 | ||||
Unamortized discount | (2,166) | 0 | 0 | (2,166) | |||||
Convertible debentures | 47,834 | 0 | 0 | 47,834 | |||||
TLRY 27 [Member] | |||||||||
Carrying amount of long-term debt | 100,476 | 0 | 0 | 100,476 | |||||
Face amount | 150,000 | $ 150,000 | 0 | 0 | 150,000 | ||||
Unamortized discount | (49,524) | 0 | 0 | (49,524) | |||||
Convertible debentures | 100,476 | 0 | 0 | 100,476 | |||||
APHA 24 [Member] | |||||||||
Carrying amount of long-term debt | 120,568 | 216,753 | 216,753 | 120,568 | |||||
Face amount | 350,000 | 350,000 | 350,000 | 350,000 | $ 350,000 | ||||
Convertible debentures | 120,568 | 216,753 | 216,753 | 120,568 | |||||
Principal amount paid | (90,760) | (213,260) | |||||||
Fair value adjustment | (42,487) | (16,172) | |||||||
TLRY 23 [Member] | |||||||||
Carrying amount of long-term debt | $ 126,544 | 185,196 | 185,196 | $ 126,544 | |||||
Face amount | 277,856 | 277,856 | $ 277,856 | ||||||
Unamortized discount | (4,634) | (4,634) | (786) | ||||||
Convertible debentures | 185,196 | $ 185,196 | $ 126,544 | ||||||
Principal amount paid | $ (150,526) | $ (88,026) |
Note 17 - Convertible Debentu_5
Note 17 - Convertible Debentures Payable - Net Carrying Amount of Convertible Debentures (Details) (Parentheticals) | May 31, 2023 | May 30, 2023 | Jul. 12, 2022 | May 31, 2022 | Apr. 30, 2019 | May 31, 202 |
HT Investments MA LLC Note [Member] | ||||||
Interest rate | 4% | 4% | 4% | |||
TLRY 27 [Member] | ||||||
Interest rate | 5.20% | 5.20% | 5.20% | |||
APHA 24 [Member] | ||||||
Interest rate | 5.25% | 5.25% | 5.25% | |||
TLRY 23 [Member] | ||||||
Interest rate | 5% | 5% | 5% |
Note 18 - Warrants (Details Tex
Note 18 - Warrants (Details Textual) - $ / shares | 12 Months Ended | |
May 31, 2022 | May 31, 2023 | |
Class of Warrant or Right, Expired (in shares) | 5,994,651 | |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 6,209,000 | |
Class of Warrant or Right, Original Exercise Price of Warrants or Rights (in dollars per share) | $ 5.95 | |
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in shares) | 1 | |
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 2.66 | |
Percentage of Daily Cash Penalty | 1% | |
Fair Value, Inputs, Level 3 [Member] | ||
Estimated Fair Value of Warrant Liability Per Warrant (in dollars per share) | $ 0.49 | |
Fair Value, Inputs, Level 3 [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||
Warrants and Rights Outstanding, Measurement Input | 0.0384 | |
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 | 2.3 | |
Fair Value, Inputs, Level 3 [Member] | Measurement Input, Conversion Price [Member] | ||
Warrants and Rights Outstanding, Measurement Input | 2.66 | |
Fair Value, Inputs, Level 3 [Member] | Measurement Input, Share Price [Member] | ||
Warrants and Rights Outstanding, Measurement Input | 1.67 | |
Minimum [Member] | ||
Class of Warrant or Right, Expired, Exercise Price (in dollars per share) | 3.08 | |
Maximum [Member] | ||
Class of Warrant or Right, Expired, Exercise Price (in dollars per share) | $ 9.08 |
Note 19 - Stockholders' Equit_2
Note 19 - Stockholders' Equity (Details Textual) - USD ($) | 12 Months Ended | ||||||
Jul. 12, 2022 | May 31, 2023 | May 31, 2022 | May 31, 2021 | May 31, 2020 | May 30, 2023 | Apr. 30, 2021 | |
Preferred Stock and Common Stock, Shares Authorized (in shares) | 990,000,000 | 743,333,333 | |||||
Common Stock, Shares, Issued (in shares) | 656,655,455 | 532,674,887 | |||||
Common Stock, Shares, Outstanding (in shares) | 656,655,455 | 532,674,887 | |||||
Stock Issued During Period, Value, Equity Financing | $ 129,593,000 | $ 262,509,000 | $ 103,537,000 | ||||
Stock Issued During Period, Value, Settlement of Financing Liability | 12,467,000 | (7,484,000) | |||||
Share-Based Payment Arrangement, Expense | $ 39,595,000 | $ 35,994,000 | $ 17,351,000 | ||||
Stock Appreciation Rights (SARs) [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number (in shares) | 0 | ||||||
Tilray Two Thousand And Eighteen Equity Incentive Plan And Original Plan [Member] | |||||||
Stock Issued During Period, Value, Issued for Services | $ 500,000,000 | ||||||
Stock Granted, Fair Value Share Based Compensation | $ 1,000,000 | ||||||
Common Stock, Capital Shares Reserved for Future Issuance (in shares) | 9,806,851 | ||||||
Common Stock Capital Shares Reserved For Future Issuance, Annual Automatic Increase Percentage | 4% | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares) | 0 | 0 | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 2.10% | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term (Year) | 8 years 11 months 19 days | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 61.33% | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0% | ||||||
Tilray Two Thousand And Eighteen Equity Incentive Plan And Original Plan [Member] | Restricted Stock Units (RSUs) [Member] | Minimum [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period (Year) | 3 years | ||||||
Tilray Two Thousand And Eighteen Equity Incentive Plan And Original Plan [Member] | Restricted Stock Units (RSUs) [Member] | Maximum [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period (Year) | 4 years | ||||||
Tilray Two Thousand And Eighteen Equity Incentive Plan And Original Plan [Member] | Stock Appreciation Rights (SARs) [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number (in shares) | 0 | ||||||
Tilray Two Thousand And Eighteen Equity Incentive Plan And Original Plan [Member] | Stock Appreciation Rights (SARs) [Member] | Maximum [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Period (Year) | 10 years | ||||||
Predecessor Plan [Member] | Restricted Stock Units (RSUs) [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number (in shares) | 371,182 | 777,112 | |||||
TLRY 27 [Member] | |||||||
Own-share Lending Arrangement, Shares, Issued (in shares) | 38,500,000 | 38,500,000 | |||||
Debt Instrument, Face Amount | $ 150,000,000 | $ 0 | $ 150,000,000 | ||||
Aphria [Member] | Predecessor Plan [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 0.39% | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term (Year) | 5 years | 5 years | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 70% | 70% | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0% | 0% | |||||
Share Based Compensation Arrangement By Share Based Payment Award, Fair Value Assumptions, Forfeiture Rate | 35% | 20% | |||||
Aphria [Member] | Predecessor Plan [Member] | Minimum [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 1.20% | ||||||
Aphria [Member] | Predecessor Plan [Member] | Maximum [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 1.56% | ||||||
HEXO Convertible Notes Receivable [Member] | |||||||
Stock Issued During Period, Shares, Purchase of Assets (in shares) | 33,314,412 | ||||||
Common Class 2 [Member] | |||||||
Stock Issued During Period, Shares, Settlement of Financing Liability (in shares) | 16,114,406 | ||||||
Stock Issued During Period, Value, Settlement of Financing Liability | $ 60,062,000 | ||||||
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture (in shares) | 1,862,080 | ||||||
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 | ||||||
At-the-Market Program [Member] | Common Class 2 [Member] | |||||||
Stock Issued During Period, Shares, Equity Financing (in shares) | 32,481,149 | ||||||
Stock Issued During Period, Value, Equity Financing | $ 132,238,000 | ||||||
Payments of Stock Issuance Costs | 2,645,000 | ||||||
Net Proceeds from Issuance of Common Stock | $ 129,593,000 |
Note 19 - Stockholders' Equit_3
Note 19 - Stockholders' Equity - Summary of Stock Option Activity (Details) - Time Based Option [Member] - USD ($) | 12 Months Ended | |
May 31, 2023 | May 31, 2022 | |
E I P Original Plan [Member] | ||
Balance, options (in shares) | 2,881,749 | |
Balance, weighted average exercise price (in dollars per share) | $ 14.93 | |
Balance, contractual term (Year) | 5 years | 6 years |
Balance, May 31, 2022 | $ 0 | $ 0 |
Granted, options (in shares) | 0 | |
Granted, weighted average exercise price (in dollars per share) | $ 0 | |
Exercised, options (in shares) | 0 | |
Exercised, weighted average exercise price (in dollars per share) | $ 0 | |
Forfeited, options (in shares) | 0 | |
Forfeited, weighted average exercise price (in dollars per share) | $ 0 | |
Cancelled, options (in shares) | (72,551) | |
Cancelled, weighted average exercise price (in dollars per share) | $ 11.37 | |
Balance, options (in shares) | 2,809,198 | 2,881,749 |
Balance, weighted average exercise price (in dollars per share) | $ 14.88 | $ 14.93 |
Original Plan [Member] | ||
Balance, options (in shares) | 92,777 | |
Balance, weighted average exercise price (in dollars per share) | $ 3.52 | |
Balance, contractual term (Year) | 3 years 9 months 18 days | 3 years 9 months 18 days |
Balance, May 31, 2022 | $ 7,680 | $ 117,000 |
Exercised, options (in shares) | (7,853) | |
Exercised, weighted average exercise price (in dollars per share) | $ 3.27 | |
Forfeited, options (in shares) | 0 | |
Forfeited, weighted average exercise price (in dollars per share) | $ 0 | |
Cancelled, weighted average exercise price (in dollars per share) | $ 4.80 | |
Balance, options (in shares) | 63,969 | 92,777 |
Balance, weighted average exercise price (in dollars per share) | $ 3.27 | $ 3.52 |
Cancelled, options (in shares) | (20,955) |
Note 19 - Stockholders' Equit_4
Note 19 - Stockholders' Equity - Summary of RSU Activity (Details) - E I P Original Plan [Member] - Restricted Stock Units (RSUs) [Member] - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
May 31, 2023 | May 31, 2022 | |
Balance, RSUs (in shares) | 6,710,780 | |
Balance, weigthed average grant-date fair value , weighted average grant-date fair value (in dollars per share) | $ 11.76 | |
Balance, weighted average remaining contractual term (Year) | 1 year 8 months 12 days | 2 years 7 months 6 days |
Balance, aggregate intrinsic value | $ 24,857 | $ 25,894 |
Granted, RSUs (in shares) | 8,639,739 | |
Granted , weighted average grant-date fair value (in dollars per share) | $ 3.39 | |
Vested, RSUs (in shares) | (2,081,268) | |
Vested , weighted average grant-date fair value (in dollars per share) | $ (11.15) | |
Forfeited, RSUs (in shares) | (1,130,559) | |
Forfeited , weighted average grant-date fair value (in dollars per share) | $ (5.43) | |
Cancelled, RSUs (in shares) | 0 | |
Balance, RSUs (in shares) | 12,138,692 | 6,710,780 |
Balance, weighted average grant-date fair value (in dollars per share) | $ 6.04 | $ 11.76 |
Note 19 - Stockholders' Equit_5
Note 19 - Stockholders' Equity - Schedule of Stock Option Activity (Details) - Predecessor Plan [Member] - Time Based Option [Member] - USD ($) | 12 Months Ended | |
May 31, 2023 | May 31, 2022 | |
Balance, options (in shares) | 1,839,028 | |
Balance, weighted average exercise price (in dollars per share) | $ 11.29 | |
Balance, weighted average grant date fair value (in dollars per share) | $ 64.44 | |
Balance, contractual term (Year) | 1 year | 1 year 9 months 18 days |
Balance, May 31, 2022 | $ 0 | $ 0 |
Share issuance - options exercised (in shares) | 0 | |
Exercised, weighted average exercise price (in dollars per share) | $ 0 | |
Granted, options (in shares) | 0 | |
Granted, weighted average exercise price (in dollars per share) | $ 0 | |
Forfeited, options (in shares) | (396) | |
Forfeited, weighted average exercise price (in dollars per share) | $ 8.95 | |
Forfeited, weighted average grant date fair value (in dollars per share) | $ 112.24 | |
Cancelled, options (in shares) | (132,005) | |
Cancelled, weighted average exercise price (in dollars per share) | $ 13.07 | |
Expired, weighted average grant date fair value (in dollars per share) | $ 41.93 | |
Balance, options (in shares) | 1,706,627 | 1,839,028 |
Balance, weighted average exercise price (in dollars per share) | $ 11.16 | $ 11.29 |
Balance, weighted average grant date fair value (in dollars per share) | $ 60.75 | $ 64.44 |
Vested and exercisable, options (in shares) | 1,706,627 | |
Vested and exercisable, weighted average exercise price (in dollars per share) | $ 11.16 | |
Vested and exercisable, weighted average grant date fair value option (in dollars per share) | $ 60.75 | |
Vested and exercisable, contractual term (Year) | 1 year | |
Vested and exercisable, aggregate intrinsic value | $ 0 |
Note 19 - Stockholders' Equit_6
Note 19 - Stockholders' Equity - Schedule of RSU Activity (Details) - Predecessor Plan [Member] - Restricted Stock Units (RSUs) [Member] | 12 Months Ended |
May 31, 2023 $ / shares shares | |
Balance, RSUs (in shares) | shares | 777,112 |
Balance, weigthed average grant-date fair value , weighted average grant-date fair value (in dollars per share) | $ / shares | $ 11.09 |
Granted, RSUs (in shares) | shares | 0 |
Granted, weighted average grant date fair value (in dollars per share) | $ / shares | $ 0 |
Vested, RSUs (in shares) | shares | (390,419) |
Vested, weighted average grant date fair value (in dollars per share) | $ / shares | $ 14.55 |
Forfeited, RSUs (in shares) | shares | (15,511) |
Forfeited, weighted average grant date fair value (in dollars per share) | $ / shares | $ 8.75 |
Balance, RSUs (in shares) | shares | 371,182 |
Balance, weighted average grant-date fair value (in dollars per share) | $ / shares | $ 11.37 |
Note 20 - Accumulated Other C_3
Note 20 - Accumulated Other Comprehensive Loss - Components of Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
May 31, 2023 | May 31, 2022 | May 31, 2021 | |
Balance | $ 4,441,366 | $ 4,465,313 | $ 1,274,931 |
Settlement of convertible notes receivable | 0 | ||
Other comprehensive loss | (8,356) | (196,734) | 152,825 |
Balance | 3,329,943 | 4,441,366 | 4,465,313 |
Accumulated Foreign Currency Adjustment Attributable to Parent [Member] | |||
Balance | 54,413 | 156,417 | (232) |
Settlement of convertible notes receivable | 0 | ||
Other comprehensive loss | (101,023) | (102,004) | 156,649 |
Balance | (46,610) | 54,413 | 156,417 |
AOCI, Accumulated Gain (Loss), Debt Securities, Available-for-Sale, Parent [Member] | |||
Balance | (75,177) | (3,749) | (5,202) |
Settlement of convertible notes receivable | 5,277 | ||
Other comprehensive loss | 75,177 | (71,428) | (3,824) |
Balance | 0 | (75,177) | (3,749) |
Unrealized Loss on Available for Sale Debt Securities [Member] | |||
Balance | (20,764) | 152,668 | (5,434) |
Settlement of convertible notes receivable | 5,277 | ||
Other comprehensive loss | (25,846) | (173,432) | 152,825 |
Balance | $ (46,610) | $ (20,764) | $ 152,668 |
Note 21 - Non-controlling Int_3
Note 21 - Non-controlling Interests (Details Textual) | May 31, 2023 | Nov. 28, 2022 | Aug. 31, 2021 |
CC Pharma Nordic ApS [Member] | |||
Noncontrolling Interest, Ownership Percentage by Parent | 75% | ||
Aphria Diamond [Member] | |||
Noncontrolling Interest, Ownership Percentage by Parent | 51% | 51% | |
ColCanna S.A.S. [Member] | |||
Noncontrolling Interest, Ownership Percentage by Parent | 90% | ||
Superhero Acquisition LP [Member] | |||
Noncontrolling Interest, Ownership Percentage by Parent | 68% | 68% |
Note 21 - Non-controlling Int_4
Note 21 - Non-controlling Interests - Summary of Balance Sheet Information (Details) - USD ($) $ in Thousands | May 31, 2023 | May 31, 2022 |
Current assets | $ 773,029 | $ 803,503 |
Current liabilities | (432,979) | (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 | 114 | 485 |
Non-current assets | 0 | 158 |
Current liabilities | (1,166) | (642) |
Non-current liabilities | 0 | (410) |
Net assets | (1,052) | (409) |
Aphria Diamond [Member] | ||
Current assets | 127,689 | 20,546 |
Non-current assets | 135,085 | 152,786 |
Current liabilities | (142,554) | (63,196) |
Non-current liabilities | (53,197) | (29,653) |
Net assets | 67,023 | 80,483 |
ColCanna S.A.S. [Member] | ||
Current assets | 224 | 193 |
Non-current assets | 3,307 | 93,738 |
Current liabilities | (6,697) | (53) |
Non-current liabilities | (1,428) | (6,537) |
Net assets | (4,594) | 87,341 |
Subsidiaries [Member] | ||
Current assets | 128,027 | 21,224 |
Non-current assets | 213,073 | 357,882 |
Current liabilities | (150,417) | (63,891) |
Non-current liabilities | (54,625) | (36,600) |
Net assets | $ 136,058 | $ 278,615 |
Note 21 - Non-controlling Int_5
Note 21 - Non-controlling Interests - Summary of Income Statement Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
May 31, 2023 | May 31, 2022 | May 31, 2021 | |
Net (loss) income | $ (1,443,000) | $ (434,132) | $ (336,014) |
Other comprehensive (loss) income | (8,356) | (196,734) | 152,825 |
Net comprehensive (loss) income | (1,451,356) | (630,866) | (183,189) |
Comprehensive (loss) income attributable to NCI | 27,146 | 19,367 | 31,407 |
Subsidiaries [Member] | |||
Revenue | 161,580 | 148,677 | |
Total expenses | 250,798 | 66,382 | |
Net (loss) income | (89,218) | 82,295 | |
Other comprehensive (loss) income | 35,153 | (77,821) | |
Net comprehensive (loss) income | (54,065) | 4,474 | |
Comprehensive (loss) income attributable to NCI | 15,725 | 14,202 | |
Additional income attributable to NCI | 11,421 | ||
Net comprehensive (loss) income attributable to NCI | 27,146 | ||
Superhero Acquisition LP [Member] | |||
Revenue | 0 | 0 | 827 |
Total expenses | 107,297 | (11,180) | 958 |
Net (loss) income | (107,297) | 11,180 | (131) |
Other comprehensive (loss) income | 70,778 | (70,778) | 0 |
Net comprehensive (loss) income | $ (36,519) | $ (59,598) | $ (131) |
Non-controlling interest % | 32% | 32% | 25% |
Comprehensive (loss) income attributable to NCI | $ (11,686) | $ (19,071) | $ (33) |
Additional income attributable to NCI | 0 | ||
Net comprehensive (loss) income attributable to NCI | (11,686) | ||
CC Pharma Nordic ApS [Member] | |||
Revenue | 126 | 354 | 131,381 |
Total expenses | 748 | 470 | 67,030 |
Net (loss) income | (622) | (116) | 64,351 |
Other comprehensive (loss) income | (21) | 47 | 0 |
Net comprehensive (loss) income | $ (643) | $ (69) | $ 64,351 |
Non-controlling interest % | 25% | 25% | 49% |
Comprehensive (loss) income attributable to NCI | $ (161) | $ (17) | $ 31,532 |
Additional income attributable to NCI | 0 | ||
Net comprehensive (loss) income attributable to NCI | (161) | ||
Aphria Diamond [Member] | |||
Revenue | 161,453 | 148,323 | 0 |
Total expenses | 85,460 | 77,057 | 923 |
Net (loss) income | 75,993 | 71,266 | (923) |
Other comprehensive (loss) income | (961) | (2,353) | 0 |
Net comprehensive (loss) income | $ 75,032 | $ 68,913 | $ (923) |
Non-controlling interest % | 49% | 49% | 10% |
Comprehensive (loss) income attributable to NCI | $ 36,766 | $ 33,767 | $ (92) |
Additional income attributable to NCI | 11,421 | ||
Net comprehensive (loss) income attributable to NCI | 48,187 | ||
ColCanna S.A.S. [Member] | |||
Revenue | 1 | 0 | 132,208 |
Total expenses | 57,293 | 35 | 68,911 |
Net (loss) income | (57,292) | (35) | 63,297 |
Other comprehensive (loss) income | (34,643) | (4,737) | 0 |
Net comprehensive (loss) income | $ (91,935) | $ (4,772) | 63,297 |
Non-controlling interest % | 10% | 10% | |
Comprehensive (loss) income attributable to NCI | $ (9,194) | $ (477) | $ 31,407 |
Additional income attributable to NCI | 0 | ||
Net comprehensive (loss) income attributable to NCI | $ (9,194) |
Note 22 - Net Revenue - Compone
Note 22 - Net Revenue - Components of Net Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
May 31, 2023 | May 31, 2022 | May 31, 2021 | |
Net revenue | $ 627,124 | $ 628,372 | $ 513,085 |
Cannabis Segment [Member] | |||
Revenue | 284,314 | 300,891 | 264,334 |
Excise taxes | (63,884) | (63,369) | (62,942) |
Net revenue | 220,430 | 237,522 | 201,392 |
Beverage Alcohol Business [Member] | |||
Revenue | 100,679 | 74,959 | 29,661 |
Excise taxes | (5,586) | (3,467) | (1,062) |
Net revenue | 95,093 | 71,492 | 28,599 |
Distribution Business [Member] | |||
Net revenue | 258,770 | 259,747 | 277,300 |
Wellness Business [Member] | |||
Net revenue | $ 52,831 | $ 59,611 | $ 5,794 |
Note 23 - Cost of Goods Sold -
Note 23 - Cost of Goods Sold - Components of Cost of Goods Sold (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
May 31, 2023 | May 31, 2022 | May 31, 2021 | |
Cost of goods sold | $ 480,164 | $ 511,555 | $ 389,903 |
Cannabis Segment [Member] | |||
Cost of goods sold | 162,755 | 194,834 | 130,511 |
Beverage Alcohol Business [Member] | |||
Cost of goods sold | 48,770 | 32,033 | 12,687 |
Distribution Business [Member] | |||
Cost of goods sold | 231,309 | 243,231 | 242,472 |
Wellness Business [Member] | |||
Cost of goods sold | $ 37,330 | $ 41,457 | $ 4,233 |
Note 24 - General and Adminis_3
Note 24 - General and Administrative Expenses - Components of General and Administrative Expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
May 31, 2023 | May 31, 2022 | May 31, 2021 | |
Executive compensation | $ 13,655 | $ 14,128 | $ 8,645 |
Office and general | 27,845 | 27,153 | 19,503 |
Salaries and wages | 57,228 | 51,693 | 37,126 |
Share-Based Payment Arrangement, Expense | 39,595 | 35,994 | 17,351 |
Insurance | 12,033 | 17,536 | 12,257 |
Professional fees | 7,166 | 13,047 | 11,779 |
Gain on sale of capital assets | (48) | (682) | 0 |
Insurance proceeds | 0 | (4,032) | 0 |
Travel and accommodation | 4,530 | 4,203 | 2,711 |
Rent | 3,155 | 3,761 | 2,203 |
Total | $ 165,159 | $ 162,801 | $ 111,575 |
Note 25 - Interest Expense, N_3
Note 25 - Interest Expense, Net - Interest Income and Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
May 31, 2023 | May 31, 2022 | May 31, 2021 | |
Interest income | $ 33,025 | $ 11,736 | $ 2,926 |
Interest expense | (46,612) | (39,680) | (30,903) |
Interest Income (Expense), Nonoperating, Net | $ (13,587) | $ (27,944) | $ (27,977) |
Note 26 - Non-operating (Expe_3
Note 26 - Non-operating (Expense) Income - Components of Non-operating Income (Expense) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
May 31, 2023 | May 31, 2022 | May 31, 2021 | |
Change in fair value of convertible debenture payable | $ (43,651) | $ 163,670 | $ (170,453) |
Change in fair value of warrant liability | 12,438 | 63,913 | 1,234 |
Foreign exchange loss | (25,535) | (28,383) | (22,347) |
Loss on long-term investments | (2,190) | (6,737) | (2,352) |
Other non-operating (losses) gains, net | (7,971) | 5,208 | 9,080 |
Other Nonoperating Income (Expense) | $ (66,909) | $ 197,671 | $ (184,838) |
Note 27 - Commitments and Con_3
Note 27 - Commitments and Contingencies (Details Textual) $ in Thousands, $ in Millions | 12 Months Ended | ||||||||
Feb. 27, 2023 USD ($) | Dec. 20, 2022 USD ($) | Dec. 02, 2022 CAD ($) | Jul. 15, 2022 USD ($) | Jun. 16, 2020 USD ($) | Feb. 21, 2020 CAD ($) | May 31, 2023 USD ($) | May 31, 2022 USD ($) | May 31, 2021 USD ($) | |
Litigation Settlement, Expense | $ (505) | $ 16,518 | $ 3,251 | ||||||
Loss Contingency Accrual, Ending Balance | 25,000 | ||||||||
Cannfections Group Inc. [Member] | High Park [Member] | |||||||||
Equity Method Investment, Ownership Percentage | 50% | ||||||||
Tilray Brands, Inc. Reorganization Litigation (Delaware, New York) Special Litigation Committee [Member] | |||||||||
Litigation Settlement, Amount Awarded from Other Party | $ 6,500 | $ 39,900 | $ 26,900 | ||||||
Litigation Settlement, Expense | $ 33,400 | ||||||||
Langevin Canada Class Action Regarding Alleged Mislabled Products (Alberta, Canada) [Member] | Pending Litigation [Member] | Damages and Restitution [Member] | |||||||||
Loss Contingency, Damages Sought, Value | $ 500,000 | ||||||||
Langevin Canada Class Action Regarding Alleged Mislabled Products (Alberta, Canada) [Member] | Pending Litigation [Member] | Punitive Damages Plus Interest and Costs [Member] | |||||||||
Loss Contingency, Damages Sought, Value | $ 5,000 | ||||||||
The 420 Investments Ltd. Litigation [Member] | Pending Litigation [Member] | Damages [Member] | |||||||||
Loss Contingency, Damages Sought, Value | $ 110,000 | ||||||||
The 420 Investments Ltd. Litigation [Member] | Pending Litigation [Member] | Aggravated Damages [Member] | |||||||||
Loss Contingency, Damages Sought, Value | $ 20,000 | ||||||||
Cannfections Group Inc. / High Park Farms Ltd. and High Park Holdings Ltd. [Member] | Pending Litigation [Member] | |||||||||
Loss Contingency, Damages Sought, Value | $ 27.5 |
Note 27 - Commitments and Con_4
Note 27 - Commitments and Contingencies - Schedule of Commitments (Details) - USD ($) $ in Thousands | May 31, 2023 | May 31, 2022 |
Long-term debt repayment | $ 395,422 | $ 401,949 |
Total | 658,655 | |
Total, 2024 | 228,546 | |
Total, 2025 | 156,088 | |
Total, 2026 | 42,400 | |
Total, 2027 | 10,522 | |
Total, thereafter | 221,099 | |
Material Purchase Obligations [Member] | ||
Purchase obligations, total | 24,468 | |
Purchase obligations, 2024 | 18,726 | |
Purchase obligations, 2025 | 5,140 | |
Purchase obligations, 2026 | 602 | |
Purchase obligations, 2027 | 0 | |
Purchase obligations, thereafter | 0 | |
Capital Addition Purchase Commitments [Member] | ||
Purchase obligations, total | 8,410 | |
Purchase obligations, 2024 | 8,410 | |
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 | 161,707 | $ 187,152 |
Long-term debt repayment, 2024 | 24,080 | |
Long-term debt repayment, 2025 | 14,208 | |
Long-term debt repayment, 2026 | 41,798 | |
Long-term debt repayment, 2027 | 10,522 | |
Long-term debt repayment, thereafter | 71,099 | |
Convertible Debt [Member] | ||
Long-term debt repayment | 464,070 | |
Long-term debt repayment, 2024 | 177,330 | |
Long-term debt repayment, 2025 | 136,740 | |
Long-term debt repayment, 2026 | 0 | |
Long-term debt repayment, 2027 | 0 | |
Long-term debt repayment, thereafter | $ 150,000 |
Note 28 - Financial Risk Mana_3
Note 28 - Financial Risk Management and Financial Instruments (Details Textual) $ in Thousands | May 31, 2023 USD ($) | Nov. 07, 2022 | May 31, 2022 USD ($) | May 31, 2021 USD ($) | May 31, 2020 USD ($) |
Accounts Receivable, Allowance for Credit Loss | $ 6,641 | $ 5,404 | $ 4,571 | $ 2,313 | |
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 | 0.28 | |||
Long-term Debt, Excluding Convertible Debentures [Member] | |||||
Long-Term Debt, Percentage Bearing Fixed Interest, Amount | $ 0 | $ 17,839 | |||
Convertible Debt [Member] | |||||
Convertible Debt | $ 464,070 |
Note 28 - Financial Risk Mana_4
Note 28 - Financial Risk Management and Financial Instruments - Assets and Liabilities Measured on a Recurring Basis (Details) - USD ($) $ in Thousands | May 31, 2023 | May 31, 2022 |
Equity investments measured at fair value | $ 2,144 | $ 4,347 |
Contingent consideration | 16,218 | 16,007 |
Fair Value, Recurring [Member] | ||
Cash and cash equivalents | 206,632 | 415,909 |
Marketable securities | 241,897 | |
Convertible notes receivable | 103,401 | 111,200 |
Equity investments measured at fair value | 7,795 | 10,050 |
Warrant liability | 1,817 | 14,255 |
Contingent consideration | 27,107 | 16,007 |
Total recurring fair value measurements | 410,233 | 290,144 |
Fair Value, Recurring [Member] | APHA 24 [Member] | ||
APHA 24 Convertible debenture | 120,568 | 216,753 |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Cash and cash equivalents | 206,632 | 415,909 |
Marketable securities | 241,897 | |
Convertible notes receivable | 0 | 0 |
Equity investments measured at fair value | 1,056 | 1,878 |
Warrant liability | 0 | 0 |
Contingent consideration | 0 | 0 |
Total recurring fair value measurements | 449,585 | 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 | 1,088 | 2,469 |
Warrant liability | 0 | 0 |
Contingent consideration | 0 | 0 |
Total recurring fair value measurements | 1,088 | 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 | 103,401 | 111,200 |
Equity investments measured at fair value | 5,651 | 5,703 |
Warrant liability | 1,817 | 14,255 |
Contingent consideration | 27,107 | 16,007 |
Total recurring fair value measurements | (40,440) | (130,112) |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | APHA 24 [Member] | ||
APHA 24 Convertible debenture | $ 120,568 | $ 216,753 |
Note 28 - Financial Risk Mana_5
Note 28 - Financial Risk Management and Financial Instruments - Reconciliation of Level 3 Assets and Liabilities (Details) $ in Thousands | 12 Months Ended |
May 31, 2023 USD ($) | |
Fair Value, Inputs, Level 3 [Member] | |
Balance | $ (130,112) |
Additions / (repayments) | 280,007 |
Unrealized gain (loss) on fair value | 55,995 |
Impairments | (246,330) |
Balance | (40,440) |
Equity Investments [Member] | Fair Value, Inputs, Level 3 [Member] | |
Balance | 5,703 |
Additions / (repayments) | |
Unrealized gain (loss) on fair value | (52) |
Impairments | |
Balance | 5,651 |
Warrant Liability [Member] | Fair Value, Inputs, Level 3 [Member] | |
Balance | (14,255) |
Additions / (repayments) | |
Unrealized gain (loss) on fair value | 12,438 |
Impairments | |
Balance | (1,817) |
Contingent Consideration [Member] | Fair Value, Inputs, Level 3 [Member] | |
Balance | (16,007) |
Additions / (repayments) | (10,245) |
Unrealized gain (loss) on fair value | (855) |
Impairments | |
Balance | (27,107) |
Debt Securities [Member] | |
Balance | (216,753) |
Additions / (repayments) | 122,500 |
Unrealized gain (loss) on fair value | (26,315) |
Impairments | |
Balance | (120,568) |
APHA 24 [Member] | Long-Term Debt [Member] | Fair Value, Inputs, Level 3 [Member] | |
Balance | 111,200 |
Additions / (repayments) | 167,752 |
Unrealized gain (loss) on fair value | 70,779 |
Impairments | (246,330) |
Balance | $ 103,401 |
Note 28 - Financial Risk Mana_6
Note 28 - Financial Risk Management and Financial Instruments - Inputs Used to Recognize Unrealized Gain (Loss) on Fair Value (Details) | May 31, 2023 |
Valuation Technique, Option Pricing Model [Member] | Measurement Input, Forfeiture Rate [Member] | |
APHA Convertible debentures | 0.50 |
Valuation Technique, Option Pricing Model [Member] | Measurement Input, Price Volatility [Member] | |
APHA Convertible debentures | 0.010 |
Warrant liability | 0.50 |
Valuation Technique, Option Pricing Model [Member] | Measurement Input, Expected Term [Member] | |
APHA Convertible debentures | 1.8 |
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] | Minimum [Member] | |
Warrant liability | 25 |
Valuation Technique, Discounted Cash Flow [Member] | Measurement Input, Expected Term [Member] | Maximum [Member] | |
Warrant liability | 80 |
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 | 0.35 |
Valuation Technique, Discounted Cash Flow [Member] | Measurement Input, Probability of Achievement [Member] | Maximum [Member] | |
Contingent consideration | 0.75 |
Note 28 - Financial Risk Mana_7
Note 28 - Financial Risk Management and Financial Instruments - Doubtful Accounts and Credit Losses (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
May 31, 2023 | May 31, 2022 | May 31, 2021 | ||
Allowance for doubtful accounts and credit loss provision | $ 5,404 | $ 4,571 | $ 2,313 | |
Allowance for doubtful accounts and credit loss provision, movement | [1] | 1,237 | 833 | 2,258 |
Allowance for doubtful accounts and credit loss provision | $ 6,641 | $ 5,404 | $ 4,571 | |
[1]Included in movements for the period is the total movements for foreign exchange, additions to the provisions and utilization of the credit loss provision and allowance for doubtful accounts. |
Note 29 - Segment Reporting (De
Note 29 - Segment Reporting (Details Textual) $ in Thousands | 12 Months Ended | |||
May 31, 2023 USD ($) | May 31, 2022 | May 31, 2021 | Jul. 12, 2022 USD ($) | |
Number of Reportable Segments | 4 | |||
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Major Customers [Member] | ||||
Number Of Major Customers | 0 | 0 | 0 | |
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 | $ 40,377 |
Note 29 - Segment Reporting - S
Note 29 - Segment Reporting - Schedule of Segment Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
May 31, 2023 | May 31, 2022 | May 31, 2021 | |
Net revenue | $ 627,124 | $ 628,372 | $ 513,085 |
Cost of goods sold | 480,164 | 511,555 | 389,903 |
Gross profit | 146,960 | 116,817 | 123,182 |
Cannabis Segment [Member] | |||
Net revenue | 220,430 | 237,522 | 201,392 |
Cost of goods sold | 162,755 | 194,834 | 130,511 |
Gross profit | 57,675 | 42,688 | 70,881 |
Revenue | 284,314 | 300,891 | 264,334 |
Excise taxes | (63,884) | (63,369) | (62,942) |
Cannabis Segment [Member] | Medical Cannabis Products [Member] | |||
Revenue | 25,000 | 30,599 | 25,539 |
Cannabis Segment [Member] | Adult-use Cannabis Products [Member] | |||
Revenue | 214,319 | 209,501 | 222,930 |
Cannabis Segment [Member] | Wholesale Cannabis Products [Member] | |||
Revenue | 1,436 | 6,904 | 6,615 |
Cannabis Segment [Member] | International Cannabis Products [Member] | |||
Revenue | 43,559 | 53,887 | 9,250 |
Distribution Business [Member] | |||
Net revenue | 258,770 | 259,747 | 277,300 |
Cost of goods sold | 231,309 | 243,231 | 242,472 |
Gross profit | 27,461 | 16,516 | 34,828 |
Beverage Alcohol Business [Member] | |||
Net revenue | 95,093 | 71,492 | 28,599 |
Cost of goods sold | 48,770 | 32,033 | 12,687 |
Gross profit | 46,323 | 39,459 | 15,912 |
Revenue | 100,679 | 74,959 | 29,661 |
Excise taxes | (5,586) | (3,467) | (1,062) |
Wellness Business [Member] | |||
Net revenue | 52,831 | 59,611 | 5,794 |
Cost of goods sold | 37,330 | 41,457 | 4,233 |
Gross profit | $ 15,501 | $ 18,154 | $ 1,561 |
Note 29 - Segment Reporting - G
Note 29 - Segment Reporting - Geographic Net Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
May 31, 2023 | May 31, 2022 | May 31, 2021 | |
Net revenue | $ 627,124 | $ 628,372 | $ 513,085 |
North America [Member] | |||
Net revenue | 324,645 | 314,132 | 229,120 |
EMEA [Member] | |||
Net revenue | 284,567 | 296,911 | 279,062 |
Rest of World [Member] | |||
Net revenue | $ 17,912 | $ 17,329 | $ 4,903 |
Note 29 - Segment Reporting -_2
Note 29 - Segment Reporting - Geographic Capital Assets (Details) - USD ($) $ in Thousands | May 31, 2023 | May 31, 2022 |
Capital assets | $ 429,667 | $ 587,499 |
North America [Member] | ||
Capital assets | 319,173 | 464,370 |
EMEA [Member] | ||
Capital assets | 107,131 | 119,409 |
Rest of World [Member] | ||
Capital assets | $ 3,363 | $ 3,720 |
Note 30 - Subsequent Events (De
Note 30 - Subsequent Events (Details Textual) - USD ($) $ in Thousands | Jun. 22, 2023 | Jun. 30, 2023 | Jun. 09, 2023 | May 31, 2023 | May 30, 2023 | May 31, 2022 |
Subsequent Event [Member] | Secured Debt [Member] | Term Loan Due In March Two Thousand Twenty Four [Member] | Four Twenty Corporation [Member] | ||||||
Debt Instrument, Face Amount | $ 100,000 | |||||
Subsequent Event [Member] | HEXO [Member] | ||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in shares) | 39,705,962 | |||||
TLRY 27 [Member] | ||||||
Convertible Debt | $ 100,476 | $ 0 | ||||
Debt Instrument, Face Amount | $ 150,000 | $ 150,000 | $ 0 | |||
TLRY 27 [Member] | Subsequent Event [Member] | ||||||
Convertible Debt | $ 22,500 |